Kodiak Oil & Gas Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2011 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
Kodiak Oil & Gas Corp., a Yukon Territory corporation (the “Issuer”), proposes to issue and sell to Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc. and RBC Capital Markets, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated November 18, 2011 (the “Purchase Agreement”), $650,000,000 aggregate principal amount of its 8.125% Senior Notes due 2019 (the “Initial Securities”) to be unconditionally guaranteed (the “Subsidiary Guarantee”) by Kodiak Oil & Gas (USA) Inc. (the “Subsidiary Guarantor” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 23, 2011 (the “Indenture”) among the Company, the Subsidiary Guarantor named therein, U.S. Bank National Association, as trustee (the “Trustee”) and Computershare Trust Company of Canada, as
KODIAK OIL & GAS CORP. as Issuer KODIAK OIL & GAS (USA), INC. as Guarantor and U.S. BANK NATIONAL ASSOCIATION as Trustee COMPUTERSHARE TRUST COMPANY OF CANADA as Canadian TrusteeSupplemental Indenture • November 23rd, 2011 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
INDENTURE, dated as of November 23, 2011, between Kodiak Oil & Gas Corp., a Yukon Territory corporation, as the Company, the Guarantor party hereto, U.S. Bank National Association, a national banking association, as Trustee, and Computershare Trust Company of Canada, a trust company duly existing under the laws of Canada, as Canadian Trustee.
