Kodiak Oil & Gas Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 15th, 2013 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
Reference is made to the purchase agreement dated as of January 10, 2013 (the “Purchase Agreement”) among Kodiak Oil & Gas Corp., a Yukon Territory corporation (the “Issuer”), Kodiak Oil & Gas (USA) Inc. (the “Subsidiary Guarantor” and together with the Issuer, the “Company”), and Wells Fargo Securities, LLC, RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several purchasers named in Schedule A thereto (collectively, the “Purchasers”). The Issuer proposes to issue and sell to the Purchasers, upon the terms set forth in the Purchase Agreement, $350,000,000 aggregate principal amount of its 5.500% Senior Notes due 2021 (the “Initial Securities”) to be unconditionally guaranteed (the “Subsidiary Guarantee”) by the Subsidiary Guarantor. The Initial Securities will be issued pursuant to an Indenture, dated as of January 15, 2013 (the “Indenture”) among the Issuer, the Subsidiary Guarantor, U.S. Bank National Association, 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 TrusteeIndenture • January 15th, 2013 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
INDENTURE, dated as of January 15, 2013, 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.
Kodiak Oil & Gas Corp. PURCHASE AGREEMENTPurchase Agreement • January 15th, 2013 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Among KODIAK OIL & GAS (USA) INC. as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders Signatory Hereto Dated as of January 15, 2013Credit Agreement • January 15th, 2013 • Kodiak Oil & Gas Corp • Oil & gas field exploration services • New York
This Seventh Amendment to Amended and Restated Credit Agreement (this “Seventh Amendment”) effective as of the Seventh Amendment Effective Date (as defined below) is among Kodiak Oil & Gas (USA) Inc., a Colorado corporation (the “Borrower”), each of the Lenders that is a signatory hereto and Wells Fargo Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
