Exhibit 10.1

CREDIT AGREEMENT

KODIAK OIL & GAS (USA) INC.

And

BANK OF THE WEST

September 11,
2008

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TABLE OF CONTENTS

CREDIT AGREEMENT

1RECITAL

1AGREEMENT

1I. Definitions and References

1Section 1.1. Defined Terms

1Section 1.2. Incorporation of Exhibits

7Section 1.3. Amendment of Defined Instruments

7Section 1.4. References and Titles

7Section 1.5. Calculations and Determinations

7II. The Loans

7Section 2.1. The Revolving Loan

7Section 2.2. The Note; ISDA Agreement; Interest

8Section 2.3. Mandatory Principal Payments

9Section 2.4. Voluntary Prepayments

9Section 2.5. Termination of Agreement

9Section 2.6. Payments to BOTW

9Section 2.7. Use of Proceeds

9Section 2.8. Borrowing Base Procedures

10III. Security; Fees; LIBOR Provisions; Taxes; Increased Capital

10Section 3.1. The Security

10Section 3.2. Perfection and Protection of Security Interests and Liens

10Section 3.3. Bank Accounts and Offset

10Section 3.4. Fees

10Section 3.5. Special LIBOR Provisions

11Section 3.6. Increased Capital Costs

12Section 3.7. Taxes

12Section 3.8. Obligations Absolute

13Section 3.9. Indemnification

13Section 3.10. Liability of BOTW

13IV. Conditions Precedent to Loans

14Section 4.1. Initial Conditions Precedent

14Section 4.2. Additional Conditions Precedent

14V. Representations and Warranties

15Section 5.1. Borrower's Representations and Warranties

15Section 5.2. Representations by BOTW

17VI. Covenants of Borrower

17Section 6.1. Affirmative Covenants

17Section 6.2. Negative Covenants

21VII. Events of Default and Remedies

23Section 7.1. Events of Default

23Section 7.2. Remedies

25Section 7.3. Indemnity

25VIII. Miscellaneous

26Section 8.1. Waiver and Amendment

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Section 8.2. Survival of Agreements; Cumulative Nature

26Section 8.3. Notices. All

26Section 8.4. Parties in Interest

27Section 8.5. Governing Law

27Section 8.6. Limitation on Interest

27Section 8.7. Severability

27Section 8.8. Counterparts

27Section 8.9. Conflicts

28Section 8.10. Entire Agreement

28Section 8.11. Waiver of Jury Trial

28Section 8.12. USA Patriot Act Notice

29EXHIBIT A (PROMISSORY NOTE)EXHIBIT B (ADVANCE REQUEST)EXHIBIT C (REQUEST FOR ISSUANCE OF LETTER OF CREDIT)EXHIBIT D (INTEREST RATE ELECTION)EXHIBIT E (COMPLIANCE REPORT)SCHEDULE A (BORROWING BASE PROPERTIES)


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CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of September 11, 2008, is by and between KODIAK OIL & GAS (USA) INC., a Colorado
corporation ("Borrower"), and BANK OF THE WEST, a national banking association ("BOTW").

RECITAL

Borrower and BOTW desire that this Credit Agreement be executed and delivered in order to provide for the terms upon which BOTW will
make available to Borrower a revolving line of credit and will issue letters of credit upon the request of Borrower and by which such revolving line of credit and letters of credit will be governed
and repaid.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as
follows:

I.    DEFINITIONS AND REFERENCES

SECTION 1.1.    DEFINED TERMS.As used in this Agreement, each of the following terms shall have the meaning
given it in this Section 1.1 or in the sections and subsections referred to below:

"Adjusted EBITDA" means, for any applicable period: (a) net income for such period, excluding any and all gains and losses from any
mark-to-market of unliquidated commodity hedge contracts, any and all gains and losses from the sale of capital assets and any other item properly classified as an
"extraordinary item" or the "discontinuance of a business" in accordance with GAAP, plus (b) the following, to the extent, and only to the extent, that they have been deducted in computing net
income for such period: interest expenses, income taxes, depreciation, depletion, amortization, exploration expenses and other non-cash and non-recurring charges, all
determined in accordance with GAAP.

"Advance" means an advance of funds by BOTW to or for the account of Borrower pursuant to Section 2.1 below.

"Affiliate" means, as to any Person, each Person that directly or indirectly (through one or more intermediaries or otherwise) controls,
is controlled by, or is under common control with, that Person; provided that, for the purposes of this definition, a Person shall be deemed to control another Person if the controlling Person
possesses, directly or indirectly, the power to direct or control the direction of the management and policies of such entity, whether through the ownership of capital stock, partnership or membership
interests or other interests therein, by contract or otherwise, and shall include without limitation any general partner or any controlling stockholder, controlling member or controlling owner
thereof.

"Agreement" means this Credit Agreement.

"Applicable Environmental Law" means any law, order, rule or regulation pertaining to health or the environment (as the same now exist or
are hereafter enacted and/or amended), including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986 (as amended, hereinafter called "CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal
Act Amendments of 1980 and the Hazardous and Solid Waste Amendments of 1984 (as amended, hereinafter called "RCRA") and applicable state law.

"Borrower" means Kodiak Oil & Gas (USA) Inc., a Colorado corporation.

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"Borrower/BOTW Hedging Obligations" means Hedging Obligations incurred by Borrower to BOTW in connection with any one or more hedging
transactions of Borrower arranged through BOTW and as to which BOTW is acting as the counterparty.

"Borrower's Funded Debt Ratio" means, at any time, the ratio of: (a) the outstanding balance at that time of any and all
interest-bearing indebtedness owed by Borrower (including without limitation any and all outstanding Advances hereunder and any and all Subordinated Debt); to (b) Borrower's Tangible Net Worth.

"Borrower's Tangible Net Worth" means, at any time, as to Borrower:



"Borrowing Base" means, at any time, the aggregate loan value of all Borrowing Base Properties, as then most recently determined by BOTW,
in its sole discretion, pursuant to Section 2.8 below, using such assumptions as to pricing, discount factors, discount rates, expenses and other factors as BOTW customarily uses as to
borrowing base oil and gas loans at the time of such determination, such amount to be included in a Borrowing Base Notice sent to Borrower; provided that the Borrowing Base shall be set at $5,000,000
as of the date of this Agreement.

"Borrowing Base Notice" means a written notice sent to Borrower by BOTW notifying Borrower of the Borrowing Base determined by BOTW for
the upcoming Borrowing Base Period or other period.

"Borrowing Base Period" means: (a) the time period from the date of this Agreement through October 31, 2008;
(b) thereafter, each six-month period beginning on May 1 or November 1 of each year, until the latest May 1 or November 1 preceding the Maturity Date
(Revolving); and (c) thereafter, the time period from the latest May 1 or November 1 preceding the Maturity Date (Revolving) through the Maturity Date (Revolving).

"Borrowing Base Properties" means any and all interests of Borrower, whether now owned or hereafter acquired, in any and all oil and/or
gas properties, wells, gathering systems, processing plants and other rights and assets relating to the oil and gas leases, in each case as set forth on Schedule A attached hereto and made a
part hereof, to which BOTW now or hereafter gives value in determining the Borrowing Base.

"Borrowing Base Usage" means, as of the close of business on any Business Day, the ratio of: (a)(1) the aggregate amount of all Advances
outstanding hereunder, including any Advances made on that Business Day, plus (2) the sum of the face amounts of all Letters of Credit, including any Letters of Credit issued on that Business
Day, to (b) the Borrowing Base in effect at that time.

"Business Day" means: (a) with respect to the making, prepaying, repaying or issuance of, or otherwise relating to, any LIBOR
Tranche, any day which is not a Saturday, a Sunday or a legal holiday on which commercial banks are authorized or required to be closed in Denver, Colorado, in San Francisco, California or in
New York, New York and which is also a day on which dealings are carried on in the London interbank eurocurrency market, and (b) for all other purposes hereof, any day which is not a Saturday,
a Sunday or a legal holiday on which commercial banks are authorized or required to be closed in Denver, Colorado or in San Francisco, California.

"Collateral" means all tangible or intangible real or personal property which, under the terms of any Security Document, is or is
purported to be covered thereby or subject thereto.

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"Commitment Amount" means, at any time, the lesser of: (a) the Maximum Loan Amount, or (b) the Borrowing Base at that time.

"Commitment Fee Rate" means, for any day, 0.50 percentage points per annum.

"Current Ratio" means, at any time and from time to time, the ratio of: (a) Borrower's current assets (including as a current asset
any unused availability under the Revolving Loan, but excluding assets resulting from any mark-to-market of unliquidated commodity hedge contracts); to (b) the sum of
Borrower's current liabilities (excluding current maturities of the Revolving Loan and liabilities resulting from any mark-to-market of unliquidated commodity hedge contracts),
all determined in a manner consistent with GAAP.

"Debt" means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether primary or secondary, direct or
indirect, absolute or contingent.

"Default" means any Event of Default and any default, event or condition which would, with the giving of any requisite notice and/or the
passage of time, constitute an Event of Default.

"Distribution" means any distribution payable in cash or property to any shareholder of Borrower, or any purchase, redemption or
retirement of, or other payment with respect to, any equity interest in Borrower.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations
promulgated with respect thereto.

"ERISA Plan" means any employee pension benefit plan subject to Title IV of ERISA maintained by any Obligated Person or any
Affiliate of any Obligated Person with respect to which any Obligated Person or any Affiliate of any Obligated Person has a fixed or contingent liability.

"Event of Default" has the meaning given such term in Section 7.1 below.

"Extended Hedging Repayment Date" means, with respect to any Borrower/BOTW Hedging Obligation payable on any particular Hedging Settlement
Date, such later date (if any such later date is agreed to by the parties in the relevant confirmation or other document delivered pursuant to or in connection with the ISDA Agreement) to which
Borrower's obligation to make payment or delivery is extended.

"Fiscal Quarter" means a three-month period ending on the last day of March, June, September or December of any year.

"Fiscal Year" means a twelve-month period ending on December 31 of any year.

"GAAP" means those generally accepted accounting principles and practices which are recognized as such by the Financial Accounting
Standards Board (or any generally recognized successor) and which, in the case of Borrower: (a) are applied for all periods in a consistent manner, and (b) are consistently applied for
all periods after the date hereof so as to properly reflect the financial condition, and the results of operations and changes in financial position, of Borrower.

"Guarantor" means Kodiak Oil & Gas Corporation or any other guarantor of the Borrower's obligations hereunder, as applicable.

"Guaranty" means the Guaranty by Corporation dated as of the date hereof executed and delivered by the Guarantor, together with any
joinders thereto and any other guaranty agreement executed by the subsidiaries of Borrower, in each case in form and substance reasonably satisfactory to BOTW.

"Hedging Obligations" means, with respect to any Person, all liabilities of such Person under commodity hedge, commodity swap, exchange,
collar or cap agreements, fixed price agreements and all other agreements and arrangements designed to protect such Person against changes in interest rates

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and
currency exchange rates and fluctuations in the price of oil, gas, hydrocarbons or other commodities.

"Hedging Settlement Date" means, with respect to any Borrower/BOTW Hedging Obligation, the first date upon which, under the ISDA Agreement
(and without consideration of any extensions granted thereunder or in connection therewith), payment or delivery is due from Borrower to BOTW for any amount payable in respect of such Borrower/BOTW
Hedging Obligation.

"Initial Advance" means the first Advance of the Revolving Loan.

"Initial Engineering Report" means the engineering report dated February 27, 2008, covering some or all of the initial Borrowing
Base Properties, prepared by Borrower.

"Initial Financial Statement" means the financial statement of Borrower for the Fiscal Year ended December 31, 2007 and Fiscal
Quarter ended June 30, 2008, a copy of which has heretofore been delivered by Borrower to BOTW.

"Interest Coverage Ratio" means, as of the end of any Fiscal Quarter, the ratio of: (a) Borrower's Adjusted EBITDA for the four
consecutive Fiscal Quarters ending on that date; to (b) Borrower's interest due under all interest-bearing indebtedness owed by Borrower (including without limitation any and all outstanding
Advances hereunder and any and all Subordinated Debt) for the four consecutive Fiscal Quarters ending on that date.

"Interest Rate Election" means an election delivered by Borrower to BOTW from time to time in the form of Exhibit D attached hereto
and made a part hereof.

"ISDA Agreement" means an ISDA Master Agreement hereafter entered into between Borrower and BOTW governing hedging transactions arranged
by BOTW on behalf of Borrower and as to which BOTW is named as the counterparty.

"Letter of Credit" means a standby letter of credit issued by BOTW pursuant to Section 2.1 below.

"Letter of Credit Fee Rate" means, for any day, the LIBOR Spread then in effect for such day.

"LIBOR (Adjusted)" means, with respect to each LIBOR Tranche and the related LIBOR Interest Period, the rate of interest per annum
(rounded, if necessary, upwards to the next higher 1/100%) determined pursuant to the following formula:

LIBOR (Adjusted) =

LIBOR (Unadjusted) 1.00 - LIBOR Reserve Percentage


"LIBOR Interest Period" means, with respect to each LIBOR Tranche, a time period of one, two, three or six months, as specified in the
Interest Rate Election submitted by Borrower pursuant to Section 2.2(b) below with respect thereto, beginning on and including the date specified in such Interest Rate Election (which must be a
Business Day) and ending on (but not including, for the purpose of computing the number of days in the LIBOR Interest Period) the date which corresponds numerically to such beginning date one, two,
three or six months thereafter (or if such month has no numerically corresponding date, on the last Business Day of such month); provided that each LIBOR Interest Period which would otherwise end on a
day which is not a Business Day shall end on the next succeeding Business Day unless such next succeeding Business Day is the first Business Day of a calendar month, in which case such LIBOR Interest
Period shall end on the Business Day next preceding such numerically corresponding day. No LIBOR Interest Period may be elected which would end after the Maturity Date (Revolving).

"LIBOR Reserve Percentage" means, with respect to any LIBOR Interest Period, the reserve percentage (expressed as a decimal) equal to the
maximum aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional

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adjustments
or other scheduled changes in reserve requirements) specified under regulations issued from time to time by the Board of Governors of the Federal Reserve System and then applicable to
assets or liabilities consisting of and including "Eurocurrency Liabilities", as currently defined in Regulation D of the Board of Governors of the Federal Reserve System, having a term
approximately equal or comparable to such LIBOR Interest Period.

"LIBOR Spread" means, with respect to any LIBOR Tranche, the following: (a) if the Borrowing Base Usage is less than or equal to
50 percent as of the close of business on the first day of the LIBOR Interest Period for such LIBOR Tranche, 1.50 percentage points per annum; (b) if the Borrowing Base Usage is
greater than 50 percent as of the close of business on the first day of the LIBOR Interest Period for such LIBOR Tranche, 2.00 percentage points per annum.

"LIBOR Tranche" means a portion of the Revolving Loan outstanding for a specific LIBOR Interest Period and bearing interest at a fixed
rate based upon LIBOR (Adjusted).

"LIBOR (Unadjusted)" means, with respect to each LIBOR Tranche and the related LIBOR Interest Period, the rate of interest per annum
determined by BOTW from Telerate page 3750 (or any successor thereto) as of two Business Days prior to the first day of such LIBOR Interest Period, in accordance with its customary practices,
to be representative of the rates at which deposits of U.S. dollars are being offered in the London interbank eurocurrency market for delivery on the first day of such LIBOR Interest Period in an
amount equal or comparable to the amount of such LIBOR Tranche and for a period of time equal or comparable to the length of such LIBOR Interest Period. LIBOR (Unadjusted), as determined by BOTW with
respect to a particular LIBOR Tranche, shall be fixed at such rate for the duration of the associated LIBOR Interest Period. If BOTW is unable so to determine LIBOR (Unadjusted) for any LIBOR Tranche,
or if the associated LIBOR (Adjusted) would exceed the maximum rate of interest, if any, then permitted to be charged on the Note under applicable law, Borrower shall be deemed to have elected to have
included in the Prime Rate Portion the portion of the Revolving Loan that would otherwise have been included in such LIBOR Tranche.

"Lien" means, with respect to any property or assets, any right or interest therein of a creditor to secure Debt owed to him or any other
arrangement with such creditor which provides for the payment of such Debt out of such property or assets or which allows him to have such Debt satisfied out of such property or assets prior to the
general creditors of any owner thereof, including without limitation any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title retention or
conditional sale agreement or lease substantially equivalent thereto, or any other charge or encumbrance for security purposes, whether arising by law or agreement or otherwise, but excluding any
right of offset which arises without agreement in the ordinary course of business.

"Loan Documents" means this Agreement, the Security Documents, the Note, the Guaranty, applications for Letters of Credit, Advance
requests and all other agreements, certificates, legal opinions and other documents, instruments and writings heretofore or hereafter delivered in connection herewith or therewith.

"Material Adverse Change" means any material adverse change in the business, operations, properties, results of operations, condition
(financial or otherwise), or prospects of Borrower or the Guarantor, taken as a whole.

"Maturity Date (Revolving)" means the earlier of: (a) September 11, 2010, or (b) such date on which the Revolving Loan is
due and payable in full by reason of the occurrence of an Event of Default, as established pursuant to Section 7.1 below.

"Maximum Loan Amount" means $20,000,000.

"Note" means a promissory note in the form of Exhibit A attached hereto and made a part hereof, duly executed and delivered by
Borrower, which promissory note shall evidence Borrower's obligation to repay the Revolving Loan.

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"Obligated Person" means Borrower or any other Person now or hereafter liable for repayment of any or all of the Obligations, whether by
guaranty or otherwise.

"Obligations" means all Debt from time to time owing by Borrower to BOTW under or pursuant to any of the Loan Documents and any
Borrower/BOTW Hedging Obligations. "Obligation" means any part of the Obligations.

"Oil and Gas Interests" means any and all oil and/or gas properties, wells, leases, gas gathering systems, processing plants and other
related real and/or personal property and interests now or hereafter owned by Borrower.

"Outstanding Balance" means, at any time, the outstanding principal balance of all Advances at that time plus the sum of the face amounts
of all outstanding Letters of Credit at that time.

"Overborrowed Condition" means, at any time, a condition whereby the outstanding principal balance of all Advances made hereunder plus the
sum of the face amounts of all Letters of Credit outstanding hereunder exceeds the Commitment Amount.

"Payment Date" means the last Business Day of each calendar month, commencing September 30, 2008.

"Person" means an individual, corporation, partnership, association, joint-stock company, trust or trustee thereof, estate or executor
thereof, limited liability company, unincorporated organization or joint venture, court or governmental unit or any agency or subdivision thereof, or any other legally recognizable entity.

"Prime Rate" means the fluctuating interest rate per annum determined from time to time by BOTW at its principal office in
San Francisco, California, in its sole discretion, and amended as the "Prime Rate" (which may not be the lowest interest rate charged by BOTW), adjusted effective as of the effective date of
any change in the " Prime Rate" so determined and amended by BOTW (or any successor thereto). The "Prime Rate" is five percent (5.00%) per annum as of the date hereof.

"Prime Rate Portion" means the portion of the Revolving Loan bearing interest based upon the Prime Rate.

"Prime Rate Spread" means, for any day, the following: (a) if the Borrowing Base Usage is less than or equal to 50 percent
as of the close of business on the preceding Business Day, 0.00 percentage points per annum; (b) if the Borrowing Base Usage is greater 50 percent as of the close of business on
the preceding Business Day, 0.25 percentage points per annum.

"Release Date" means the earlier of the following two dates: (a) the date on which the Obligations have been paid and performed in
full and the Security Documents have been released of record, or (b) the date on which the liens of the Security Documents have been foreclosed or a deed in lieu of such foreclosure has become
fully effective and has been recorded.

"Revolving Loan" has the meaning given such term in Section 2.1 below.

"Security Documents" means all security agreements, deeds of trust, mortgages, chattel mortgages, pledges, guaranties, financing
statements, continuation statements, extension agreements and other agreements or instruments now, heretofore, or hereafter delivered by any or all of the Obligated Persons or any other person to BOTW
in connection with this Agreement or any transaction contemplated hereby, to secure or guaranty the payment of any part of the Obligations or the performance of any other duties and obligations of any
or all of the Obligated Persons under the Loan Documents, whenever made or delivered.

"Subordinated Debt" means indebtedness or other obligations of Borrower in amounts satisfactory to BOTW, to the extent that the rights of
the holders thereof to enforce the indebtedness and other obligations of Borrower thereunder have been subordinated to the rights of BOTW hereunder or in

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connection
herewith by subordination agreements executed by the holders of the Subordinated Debt and satisfactory in form and substance to BOTW.

SECTION 1.2.    INCORPORATION OF EXHIBITS.All Exhibits attached to this Agreement are a part hereof for all
purposes.

SECTION 1.3.    AMENDMENT OF DEFINED INSTRUMENTS.Unless the context otherwise requires or unless otherwise
provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions and modifications of such
agreement, instrument or document, provided that nothing contained in this section shall be construed to authorize any such renewal, extension or modification.

SECTION 1.4.    REFERENCES AND TITLES.All references in this Agreement to Exhibits, Schedules, articles,
sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles
appearing at the beginning of any subdivisions are for convenience only and do not constitute any part of such subdivisions and shall be disregarded in construing the language contained in such
subdivisions. The words "this Agreement", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer only to the sections or subsections hereof in which such phrases occur. The word
"or" has the inclusive meaning frequently identified by the phrase "and/or". Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the
singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

SECTION 1.5.    CALCULATIONS AND DETERMINATIONS.All interest accruing under the Loan Documents shall be
calculated on the basis of actual days elapsed (including the first day but excluding the last) and a year of 360 days. Unless otherwise expressly provided herein or unless BOTW otherwise
consents, all financial statements and reports furnished to BOTW hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in a manner consistent with
the accounting system used in the preparation of the Initial Financial Statement of Borrower or with another accounting system agreed to in writing by BOTW.

II.    THE LOANS

SECTION 2.1.    THE REVOLVING LOAN.



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SECTION 2.2.    THE NOTE; ISDA AGREEMENT; INTEREST.



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SECTION 2.3.    MANDATORY PRINCIPAL PAYMENTS.



SECTION 2.4.    VOLUNTARY PREPAYMENTS.Borrower shall have the right to prepay the Revolving Loan at any
time, in whole or in part, without penalty or premium (except as otherwise described in Section 3.5 below).

SECTION 2.5.    TERMINATION OF AGREEMENT.Borrower shall have the right at any time and from time to time,
upon not less than three Business Days' prior written notice to BOTW, to terminate this Agreement. Upon any termination of this Agreement, Borrower shall, at the time of such termination, prepay the
Revolving Loan in full, including without limitation all principal, interest, fees, costs and expenses payable hereunder or in connection herewith, and cause all outstanding Letters of Credit and all
outstanding Borrower/BOTW Hedging Obligations to be terminated and BOTW released from any
and all liabilities thereunder or in connection therewith. Any such prepayment shall be without penalty or premium (except as otherwise described in Section 3.5 below).

SECTION 2.6.    PAYMENTS TO BOTW.Borrower will pay to BOTW each payment which Borrower owes under the Loan
Documents not later than 12:00 noon, Denver time, on the due date, in lawful money of the United States of America and in immediately available funds. Any payment received after such time will be
deemed to have been made on the next following Business Day. Except as otherwise provided in this Agreement as to LIBOR Tranches, should any such payment become due and payable on a day other than a
Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of principal or past due interest, interest shall accrue and be due and
payable thereon for the period of such extension. Each payment under a Loan Document shall be due and payable at the place provided therein or, if no specific place of payment is provided, shall be
due and payable at the place of payment of the Note.

SECTION 2.7.    USE OF PROCEEDS.In no event shall the proceeds of the Revolving Loan be used directly or
indirectly for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any "margin stock" (as such term is defined in Regulation U promulgated by the Board
of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying any such margin stock or margin securities. Borrower
represents and warrants to BOTW that Borrower is not engaged principally, or as one of its important activities, in the business of extending credit to others for the purpose of purchasing or carrying
such margin stock. The proceeds of the Revolving Loan shall be used solely for the funding of capital expenditures relating to the acquisition, exploration, drilling, development and/or workover of
oil and gas properties by Borrower, general working capital purposes, the issuance of Letters of Credit on terms reasonably acceptable to BOTW and other uses in the ordinary course of Borrower's
business.

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SECTION 2.8.    BORROWING BASE PROCEDURES.Based upon the engineering reports submitted by Borrower pursuant
to Section 6.1(b) below and upon such other information and data as BOTW deems relevant, BOTW will redetermine the Borrowing Base as of the first day of each Borrowing Base Period. BOTW and
Borrower shall each have the option to request one (1) unscheduled interim Borrowing Base review in between each scheduled review date. BOTW shall advise Borrower of each redetermination of the
Borrowing Base by providing to Borrower a Borrowing Base Notice approximately ten (10) days prior to the effectiveness of the redetermined Borrowing Base; provided that if, due to any failure
by Borrower to submit in a timely manner any engineering report or other information required to be submitted by Borrower hereunder or, if requested in writing by BOTW, any additional information or
data needed in connection with a redetermination of the Borrowing Base or due to any other reason beyond the control of BOTW, BOTW does not provide a Borrowing Base Notice at the time described above,
then, unless BOTW gives notice to the contrary to Borrower, the Borrowing Base from the previous period shall be carried over into the new period until a Borrowing Base Notice has been sent to
Borrower by BOTW.

III.    SECURITY; FEES; LIBOR PROVISIONS; TAXES; INCREASED CAPITAL

SECTION 3.1.    THE SECURITY.The Obligations will be secured on a pari passu basis by any and all Security
Documents executed and delivered contemporaneously with the execution and delivery of this Agreement and any additional Security Documents hereafter delivered by any Obligated Person and accepted by
BOTW. The Liens provided by the Security Documents shall be senior to and have priority over any other Liens which may arise contemporaneously with or subsequent to the execution of this Agreement.

SECTION 3.2.    PERFECTION AND PROTECTION OF SECURITY INTERESTS AND LIENS.Borrower will from time to time
deliver to BOTW any amendments, financing statements, continuation statements, extension agreements and other documents, properly completed and executed (and acknowledged when required) by Borrower in
form and substance reasonably satisfactory to BOTW, which BOTW may request for the purpose of perfecting, confirming or protecting BOTW's Liens and other rights in the Collateral.

SECTION 3.3.    BANK ACCOUNTS AND OFFSET.To secure the repayment of the Obligations, Borrower hereby grants
to BOTW a security interest, a lien, and a right of offset, each of which shall be upon and against: (a) any and all moneys, securities or other property (and the proceeds therefrom) of
Borrower now or hereafter held or received by or in transit to BOTW from or for the account of Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, (b) any
and all deposits (general or special, time or demand, provisional or final) of Borrower with BOTW, and (c) any other credits and claims of Borrower at any time existing against BOTW, including
without limitation claims under certificates of deposit. Upon the occurrence of any Event of Default, BOTW is hereby authorized to foreclose upon, offset, appropriate, and apply, at any time and from
time to time, without notice to Borrower other than any notice required under Section 7.1, any and all items hereinabove referred to against the Obligations (whether or not such Obligations are
then due and payable).

SECTION 3.4.    FEES.



10

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SECTION 3.5.    SPECIAL LIBOR PROVISIONS.



11

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SECTION 3.6.    INCREASED CAPITAL COSTS.If any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank,
regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by BOTW or any Person controlling BOTW, and BOTW reasonably determines
that the rate of return on its or such controlling Person's capital as a consequence of the Revolving Loan is reduced to a level below that which BOTW or such controlling Person could have achieved
but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by BOTW to Borrower, Borrower hereby agrees to pay to BOTW, within fifteen days of the effective
date of such notice, such additional amount (as may be reasonably determined by BOTW) sufficient to compensate BOTW or such controlling Person for such reduction in rate of return. A statement to
Borrower by BOTW as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of clear error, be conclusive and binding upon Borrower.

SECTION 3.7.    TAXES.All payments by Borrower of principal of, and interest on, the Revolving Loan and all
other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or
other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by BOTW's net income or receipts (such non-excluded
items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule
or regulation, Borrower will:



Moreover,
if any Taxes are directly asserted against BOTW with respect to any payment received by BOTW hereunder, BOTW may pay such Taxes and Borrower will promptly pay such additional
amounts (including any penalties, interest or expenses) as may be necessary in order that the net

12

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amount
received by BOTW after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount BOTW would have received had not such Taxes been asserted.

If
Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to BOTW the required receipts or other required documentary evidence, then Borrower
shall indemnify, save and hold harmless BOTW from and against any incremental Taxes, interest or penalties that may become payable by BOTW as a result of any such failure.

SECTION 3.8.OBLIGATIONS ABSOLUTE.The obligation of Borrower to repay any amount
drawn on BOTW pursuant to the terms of a Letter of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all
circumstances whatsoever, including without limitation the following circumstances:



Payment
by Borrower of a reimbursement obligation in connection with a Letter of Credit issued pursuant to this Agreement shall not be deemed a waiver of any rights of Borrower against
BOTW under Section 3.10(d) below.

SECTION 3.9.    INDEMNIFICATION.Borrower hereby indemnifies and holds harmless BOTW from and against any
and all claims, damages, losses, liabilities, costs or expenses whatsoever which BOTW may
incur (or which may be claimed against BOTW by any Person) by reason of or in connection with the execution and delivery or transfer of or payment or failure to pay under any Letter of Credit;
provided, however, that Borrower shall not be required to indemnify BOTW for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful
misconduct, bad faith or gross negligence of BOTW in connection with paying a draft presented under a Letter of Credit. Nothing in this Section 3.9 is intended to limit the obligation of
Borrower to repay any amount drawn on BOTW pursuant to the terms of a Letter of Credit.

SECTION 3.10.    LIABILITY OF BOTW.Borrower assumes all risks of the acts or omissions of any beneficiary
or permitted transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither BOTW nor any of its employees, officers or directors shall be liable or responsible for:



13

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IV.    CONDITIONS PRECEDENT TO LOANS

SECTION 4.1.    INITIAL CONDITIONS PRECEDENT.BOTW shall have no obligation to make the Initial Advance or
any subsequent Advance or to issue any Letter of Credit unless BOTW shall have received all of the following at its office in Denver, Colorado, duly executed and delivered and in form, substance and
date satisfactory to BOTW:



SECTION 4.2.    ADDITIONAL CONDITIONS PRECEDENT.BOTW shall have no obligation to make the Initial Advance
or any subsequent Advance or to issue any Letter of Credit unless the following conditions precedent have been satisfied:



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V.    REPRESENTATIONS AND WARRANTIES

SECTION 5.1.    BORROWER'S REPRESENTATIONS AND WARRANTIES.To induce BOTW to enter into this Agreement and
to make the Revolving Loan, Borrower represents and warrants to BOTW (which representations and warranties shall survive the delivery of the Note and shall be deemed to be continuing representations
and warranties until repayment in full of the Revolving Loan) that:



15

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16

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SECTION 5.2.    REPRESENTATIONS BY BOTW.BOTW hereby represents that it will acquire the Note for its own
account in the ordinary course of its commercial banking business; however, the disposition of BOTW's property shall at all times be and remain within its control and this section does not prohibit
BOTW's sale of the Note or of any participation in the Note to any bank, financial institution, investor or other purchaser.

VI.    COVENANTS OF BORROWER

SECTION 6.1.    AFFIRMATIVE COVENANTS.Borrower warrants, covenants and agrees that, until the full and
final payment of the Obligations and the termination of this Agreement, unless BOTW has previously agreed otherwise in writing:



17

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18

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19

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20

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SECTION 6.2.    NEGATIVE COVENANTS.Borrower warrants, covenants and agrees that until the full and final
payment of the Obligations and the termination of this Agreement, unless BOTW has previously agreed otherwise in writing:



21

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22

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VII.    EVENTS OF DEFAULT AND REMEDIES

SECTION 7.1.    EVENTS OF DEFAULT.Each of the following events constitutes an Event of Default under this
Agreement:



23

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24

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Upon
the occurrence of an Event of Default described in subsection (e)(1), (e)(2) or (e)(3) of this section, all of the Obligations shall thereupon be immediately due and payable,
without presentment, demand, protest, notice of protest, declaration or notice of acceleration or intention to accelerate, or any other notice or declaration of any kind, all of which are hereby
expressly waived by Borrower. During the continuance of any other Event of Default, BOTW at any time and from time to time (unless all Events of Default have theretofore been remedied) may with notice
to Borrower declare any or all of the Obligations immediately due and payable, and all such Obligations shall thereupon be immediately due and payable.

SECTION 7.2.    REMEDIES.If any Default or Event of Default shall occur and be continuing, the obligation
of BOTW to make Advances and to issue Letters of Credit under this Agreement shall be suspended immediately. If any Event of Default shall occur, BOTW may protect and enforce its rights under the Loan
Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or agreement contained in any Loan Document, and BOTW may enforce the payment of any
Obligations due or enforce any other legal or equitable right. All rights, remedies and powers conferred upon BOTW under the Loan Documents shall be deemed cumulative and not exclusive of any other
rights, remedies or powers available under the Loan Documents or at law or in equity.

SECTION 7.3.    INDEMNITY.Borrower hereby agrees to indemnify, defend and hold harmless BOTW and its
successors and assigns and the respective agents, affiliates, officers, directors and employees of BOTW and its successors and assigns from and against any and all claims, losses, demands, actions,
causes of action and liabilities whatsoever (including without limitation reasonable attorneys' fees and expenses and costs and expenses reasonably incurred in investigating, preparing or defending
against any litigation or claim, action, suit, proceeding or demand of any kind or character) arising out of or resulting from: (a) the Loan Documents (including without limitation the
enforcement thereof), except to the extent such claims, losses and liabilities are due to BOTW's gross negligence, bad faith or willful misconduct, (b) any violation on or prior to the Release
Date of any Applicable Environmental Law, (c) any act, omission, event or circumstance existing or occurring on or prior to the Release Date (including without limitation the presence on the
Collateral or release from the Collateral of hazardous substances or solid wastes disposed of or otherwise released), resulting from or in connection with the ownership, construction, occupancy,
operation, use and/or maintenance of the Collateral, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its
existence of occurrence, and (d) any and all claims or proceedings (whether brought by a private party or governmental agencies) for bodily injury, property damage, abatement or remediation,
environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into,
from or through any of the Collateral (whether or not the release of such materials was caused by Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Collateral and whether or
not the alleged liability is attributable to the handling, storage, generation, transportation, removal or disposal of such substance, waste or material or the mere presence of such substance, waste
or material on the Collateral), for which BOTW may have liability due to the making of the Revolving Loan, the granting of the Security Documents, the exercise of BOTW's rights under the Loan
Documents or otherwise. WITHOUT LIMITATION, IT IS THE INTENTION OF BORROWER, AND BORROWER AGREES, THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS,
LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE

25

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ATTORNEYS'
FEES) WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, such indemnities shall not apply to any particular
indemnified party (but shall apply to the other indemnified parties) to the extent the subject of the indemnification is caused by or arises out of the gross negligence, bad faith or willful
misconduct of such particular indemnified party. The foregoing indemnities shall not terminate upon the Release Date or upon the release, foreclosure or other termination of the Security Documents,
but will survive the Release Date, foreclosure of the Security Documents or conveyances in lieu of foreclosure, and the repayment of the Revolving Loan and the discharge and release of the Security
Documents and the other documents evidencing and/or securing the Revolving Loan.

VIII.    MISCELLANEOUS

SECTION 8.1.    WAIVER AND AMENDMENT.No failure or delay by BOTW in exercising any right, power or remedy
which it may have under any of the Loan Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or partial exercise by BOTW of any such right, power or
remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan Document and no consent to any departure therefrom shall ever be
effective unless it is in writing and signed by BOTW, and then such waiver or consent shall be effective only in the specific instances and for the purposes for which given and to the extent specified
in such writing. No notice to or demand on any Obligated Person shall in any case of itself entitle any Obligated Person to any other or further notice or demand in similar or other circumstances. No
modification or amendment of or supplement to this Agreement or the other Loan Documents shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to
be enforced.

SECTION 8.2.    SURVIVAL OF AGREEMENTS; CUMULATIVE NATURE.All of the Obligated Persons' various
representations, warranties, covenants and agreements in the Loan Documents shall survive the execution and delivery of this Agreement and the other Loan Documents and the performance hereof and
thereof, including without limitation the making or granting of the Revolving Loan and the delivery of the Note and the other Loan Documents, and shall further survive until all of the Obligations are
paid in full to BOTW and all of BOTW's obligations to Borrower are terminated. All statements and agreements contained in any certificate or other instrument delivered to BOTW under any Loan Document
shall be deemed representations and warranties by Borrower to BOTW and/or agreements and covenants of Borrower under this Agreement. The representations, warranties, and covenants made by the
Obligated Persons in the Loan Documents, and the rights, powers, and privileges granted to BOTW in the Loan Documents, are cumulative, and no Loan Document shall be construed in the context of another
to diminish, nullify, or otherwise reduce the benefit to BOTW of any such representation, warranty, covenant, right, power or privilege. In particular and without limitation, no exception set out in
this Agreement to any representation, warranty or covenant herein contained shall apply to any similar representation, warranty or covenant contained in any other Loan Document, and each such similar
representation, warranty or covenant shall be subject only to those exceptions which are expressly made applicable to it by the terms of the various Loan Documents.

SECTION 8.3.    NOTICES.All notices, requests, consents, demands and other communications required or
permitted under any Loan Document shall be in writing and, unless otherwise specifically provided in such Loan Document, shall be deemed sufficiently given or furnished if delivered by personal
delivery, by expedited delivery service with proof of delivery, or by registered or certified United States mail, return receipt requested, postage prepaid, at the addresses specified below (unless

26

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changed
by similar notice in writing given by the particular Person whose address is to be changed). Any such notice or communication shall be deemed to have been given upon receipt:

Borrower's address:

1625 Broadway, Suite 250
Denver, Colorado 80202BOTW's address:

633 17th Street, Suite 2000
Denver, Colorado 80202
Attention: Duc Duong, Vice President


SECTION 8.4.    PARTIES IN INTEREST.All grants, covenants and agreements contained in the Loan Documents
shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Obligated Person may assign or transfer any of its rights or delegate
any of its duties or obligations under any Loan Document without the prior consent of BOTW.

SECTION 8.5.    GOVERNING LAW.The Loan Documents shall be deemed contracts and instruments made under the
laws of the State of Colorado and shall be construed and enforced in accordance with and governed by the laws of the State of Colorado and the laws of the United States of America, except
(a) to the extent that the law of another jurisdiction is expressly elected in a Loan Document, and (b) with respect to specific Liens, or the perfection thereof, evidenced by Security
Documents covering real or personal property which by the laws applicable thereto are required to be construed
under the laws of another jurisdiction. Borrower hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and federal courts of the State of Colorado.

SECTION 8.6.    LIMITATION ON INTEREST.BOTW and the Obligated Persons intend to contract in strict
compliance with applicable usury law from time to time in effect. In furtherance thereof such persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall
ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time
to time in effect. Neither any Obligated Person nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for
unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law from time to time in effect, and the
provisions of this section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. BOTW expressly disavows any intention to charge or
collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If: (a) the maturity of any Obligation is accelerated for any reason,
(b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (c) BOTW or any other holder of any or all
of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of
that permitted to be charged by applicable law then in effect, then all such sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce
the then outstanding principal of the related Obligations or, at BOTW's option, promptly returned to Borrower or the other payor thereof upon such determination.

SECTION 8.7.    SEVERABILITY.If any term or provision of any Loan Document shall be determined to be
illegal or unenforceable all other terms and provisions of the Loan Documents shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable law.

SECTION 8.8.    COUNTERPARTS.This Agreement may be separately executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so

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executed
shall be deemed to constitute one and the same Agreement. Delivery of this Agreement and the other documents to be delivered in connection herewith by any party may be effected, without
limitation, by faxing a signed counterpart of any such document to BOTW (any party that effects delivery in such manner hereby agreeing to transmit promptly to each of the other parties an actual
signed counterpart).

SECTION 8.9.    CONFLICTS.To the extent of any irreconcilable conflicts between the provisions of this
Agreement and the provisions of any of the Loan Documents, the provisions of this Agreement shall prevail.

SECTION 8.10.    ENTIRE AGREEMENT.This Agreement, the Note, the Security Documents and the other Loan
Documents from time to time executed in connection herewith state the entire agreement between the parties with respect to the subject matter hereof.

SECTION 8.11.    WAIVER OF JURY TRIAL.EACH OF BORROWER AND BOTW HEREBY WAIVE ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION: (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. EACH OF BORROWER AND BOTW HEREBY AGREES THAT THE OTHER MAY FILE A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHTS TO TRIAL BY JURY.

SECTION 8.12.    USA PATRIOT ACT NOTICE.BOTW hereby notifies Borrower that, pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001 (the "Act")), BOTW is required to obtain, verify and record information that identifies Borrower
and other information that will allow BOTW to identify Borrower in accordance with the Act.

[Signature
Page follows]

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IN
WITNESS WHEREOF, this Agreement is executed as of the date first written above.

|                            |  |                                                        |  | 
|--------------------------- |  | ------------------------------------------------------ |  | 
|KODIAK OIL & GAS (USA) INC. |  |                                                       
|By                          |  | /s/ LYNN A. PETERSON Lynn A. Peterson, President & CEO |  | 
|BANK OF THE WEST            |  |                                                       
|By                          |  | /s/ DUC DUONG Duc Duong, Vice President                |  | 

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EXHIBIT A        PROMISSORY NOTE

$20,000,000

September 11, 2008
Denver, Colorado


FOR
VALUE RECEIVED, KODIAK OIL & GAS (USA) INC., a Colorado corporation ("Borrower"), promises to pay to the order of BANK OF THE WEST ("Payee"), the principal sum of
$20,000,000 (or so much thereof as may be borrowed hereunder), together with interest on the outstanding unpaid balance of such principal amount at the rates provided below.

This
Note is issued pursuant to, and is subject to the terms and provisions of, the Credit Agreement dated as of September 11, 2008, between Borrower and Payee, as now in effect
or as the same may hereafter be amended, restated, extended, renewed or otherwise modified (the "Credit Agreement"). Except as otherwise defined herein, terms defined in the Credit Agreement shall
have the same meanings when used herein.

The
outstanding principal amount of this Note shall be due and payable as provided in the Credit Agreement. Any then-unpaid principal balance of the Revolving Loan evidenced
by this Note shall be due and payable on the Maturity Date (Revolving) (unless due and payable sooner pursuant to the terms of the Credit Agreement). Outstanding principal shall bear interest at the
rates provided in the Credit Agreement.

Interest
shall accrue daily on the unpaid principal balance of this Note, shall be due and payable at such times as may be provided in the Credit Agreement and at the maturity of this
Note, and shall be calculated on the basis of a year of 360 days and the actual number of days elapsed.

All
payments of principal and interest hereon shall be made at Payee's offices at 633 17th Street, Suite 2000, Denver, Colorado 80202 (or at such other place
as Payee shall have designated to Borrower in writing) on the date due in immediately available funds and without set-off or counterclaim or deduction of any kind. All payments received
hereunder shall be applied first to costs of collection, second to accrued interest as of the date of payment and third to the outstanding principal balance of this Note, in accordance with the terms
of the Credit Agreement.

Notwithstanding
anything to the contrary contained in this Note, upon the occurrence and during the continuance of any Event of Default, overdue principal, and (to the extent permitted
under applicable law) overdue interest, whether caused by acceleration of maturity or otherwise, shall bear interest at a fluctuating rate, adjustable the day of any change in such rate, equal to
three percentage points in excess of the Prime Rate, until paid, and shall be due and payable monthly or, at the option of the holder hereof, on demand.

This
Note is secured by, and the holder of this Note is entitled to the benefits of, the Security Documents. Reference is made to the Security Documents for a description of the property
covered thereby and the rights, remedies and obligations of the holder hereof in respect thereto.

Subject
to the expiration of any applicable period of grace provided for in the Credit Agreement, in the event of: (a) any default in any payment of the principal of or interest
on this Note when due and payable, or (b) any other Event of Default (as defined in the Credit Agreement), then the whole principal sum of this Note plus accrued interest and all other
obligations of Borrower to holder, direct or indirect, absolute or contingent, now existing or hereafter arising, shall, at the option of Payee, become immediately due and payable, and any or all of
the rights and remedies provided herein and in the Credit Agreement and the Security Documents, as they may be amended, modified or supplemented from time to time may be exercised by Payee.

A-1

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If
Borrower fails to pay any amount due under this Note and Payee has to take any action to collect the amount due or to exercise its rights under the Security Documents, including
without limitation retaining attorneys for collection of this Note, or if any suit or proceeding is brought for the recovery of all or any part of or for protection of the indebtedness or to foreclose
the Security Documents or to enforce Payee's rights under the Security Documents, then Borrower agrees to pay on demand all reasonable costs and expenses of any such action to collect, suit or
proceeding, or any appeal of any such suit or proceeding, incurred by Payee, including without limitation the reasonable fees and disbursements of Payee's attorneys and their professional staff.

Borrower
waives presentment, notice of dishonor and protest, and assents to any extension of time with respect to any payment due under this Note, to any substitution or release of
collateral and to the addition or release of any party, except as provided in the Credit Agreement. No waiver of any payment or other right under this Note shall operate as a waiver of any other
payment or right.

If
any provision in this Note shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality or enforceability of any defective provisions shall not be in
any way affected or impaired in any other jurisdiction.

No
delay or failure of the holder of this Note in the exercise of any right or remedy provided for hereunder shall be deemed a waiver of such right by the holder hereof, and no exercise
of any right or remedy shall be deemed a waiver of any other right or remedy that the holder may have.

All
notices given hereunder shall be given as provided in the Credit Agreement.

At
the option of the holder hereof, an action may be brought to enforce this Note in the District Court in and for the City and County of Denver, State of Colorado, in the United States
District Court for the District of Colorado or in any other court in which venue and jurisdiction are proper. Borrower and all signers or endorsers hereof consent to venue and jurisdiction in the
District Court in and for the City and County of Denver, State of Colorado and in the United States District Court for the District of Colorado and to service of process under
Sections 13-1-124(1)(a) and 13-1-125, Colorado Revised Statutes (2002), as amended, in any action commenced to enforce this Note.

This
Note is to be governed by and construed according to the laws of the State of Colorado.

KODIAK OIL & GAS (USA) INC.By

/s/ LYNN A. PETERSON Lynn A. Peterson, President & CEO


A-2

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EXHIBIT B        ADVANCE REQUEST

Bank
of the West, 633 17th Street, Suite 2000, Denver, Colorado 80202
Attention: Duc Duong, Vice President

Gentlemen:

1.     This
Advance Request is delivered to you pursuant to Section 2.1 of the Credit Agreement dated as of September 11, 2008, (the "Credit Agreement"), between
Kodiak Oil & Gas (USA) Inc. and Bank of the West. Except as otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings when used herein.

2.     Borrower
hereby requests an Advance as follows:



3.     Borrower
hereby represents and warrants that as of the date hereof and as of the date of the Advance requested hereunder, all statements contained in
Section 4.2(a), (b) and (c) of the Credit Agreement are and will be true and correct in all material respects.

4.     Borrower
agrees that if, at any time prior to the date of the Advance requested by Borrower hereunder, any representation or warranty of Borrower contained herein is not
true and correct as of such time, Borrower will promptly so notify BOTW. Except to the extent of any such notification by Borrower, the acceptance by Borrower of any Advance requested hereunder shall
be deemed a re-certification by Borrower as of the date of such Advance of the representations and warranties made by Borrower herein.

|                            |  |                                     |  | 
|--------------------------- |  | ----------------------------------- |  | 
|KODIAK OIL & GAS (USA) INC. |  |                                    
|By                          |  | Lynn A. Peterson, President & CEO   |  | 
|OR                          |  |                                     |  | 
|By                          |  | Keith Doss, Chief Financial Officer |  | 

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EXHIBIT C        REQUEST FOR ISSUANCE OF LETTER OF CREDIT

Bank
of the West, 633 17th Street, Suite 2000, Denver, Colorado 80202
Attention: Duc Duong, Vice President

Gentlemen:

1.     This
Request for Issuance of Letter of Credit is delivered to you pursuant to Article II of the Credit Agreement dated as of September 11, 2008 (the "Credit
Agreement"), between Kodiak Oil & Gas (USA) Inc. and Bank of the West. Except as otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings when used
herein.

2.     Borrower
hereby requests that BOTW issue a Letter of Credit as follows:



3.     Borrower
hereby represents and warrants that as of the date hereof and as of the date of issuance of the Letter of Credit requested hereunder, all statements contained in
Section 4.2(a), (b) and (c) of the Credit Agreement are and will be true and correct in all material respects.

4.     Borrower
agrees that if, at any time prior to the date of issuance of the Letter of Credit requested by Borrower hereunder, any representation or warranty of Borrower
contained herein is not true and correct as of such time, Borrower will promptly so notify BOTW. Except to the extent of any such notification by Borrower, the acceptance by Borrower of any Letter of
Credit requested hereunder shall be deemed a re-certification by Borrower as of the date of issuance of such Letter of Credit of the representations and warranties made by Borrower herein.

KODIAK
OIL & GAS (USA) INC.

|   |  |                                     |  | 
|-- |  | ----------------------------------- |  | 
|By |  | Lynn A. Peterson, President & CEO   |  | 
|OR |  |                                    
|By |  | Keith Doss, Chief Financial Officer |  | 

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EXHIBIT D        INTEREST RATE ELECTION

Bank
of the West, 633 17th Street, Suite 2000, Denver, Colorado 80202
Attention: Duc Duong, Vice President

Gentlemen:

1.     This
Interest Rate Election is delivered to you pursuant to Article II of the Credit Agreement dated as of September 11, 2008 (the "Credit Agreement"),
between Kodiak Oil & Gas (USA) Inc. and Bank of the West. Except as otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings when used herein.

2.     Borrower
hereby requests a LIBOR Tranche as follows:



KODIAK
OIL & GAS (USA) INC.

|   |  |                                     |  | 
|-- |  | ----------------------------------- |  | 
|By |  | Lynn A. Peterson, President & CEO   |  | 
|OR |  |                                    
|By |  | Keith Doss, Chief Financial Officer |  | 

D-1

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EXHIBIT E        COMPLIANCE REPORT

Bank
of the West, 633 17th Street, Suite 2000, Denver, Colorado 80202
Attention: Duc Duong, Vice President

Gentlemen:

1.     This
Compliance Report is delivered to you pursuant to Section 6.1(b)(3) of the Credit Agreement dated as of September 11, 2008 (the "Credit Agreement"),
between Kodiak Oil & Gas (USA) Inc. and Bank of the West. Except as otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings when used herein.

2.     The
undersigned is the chief financial officer of Borrower.

3.     Enclosed
herewith are true and complete copies of the financial statements of Borrower for the Fiscal Quarter/Year ended , 20 (the "Financial Statements").

4.     The
undersigned has read the Credit Agreement and the Security Documents.

5.     After
reviewing the Financial Statements, the undersigned has concluded as follows:



6.     The
following computations show Borrower's compliance or non-compliance, as
of                                    ,
20            , with the financial tests referred to below:

(a)

Current Ratio:ActualCurrent Assets of Borrower:




$Unused availability under Revolving Loan:


+

$Assets resulting from mark-to-market of unliquidated commodity hedge contracts:


-

$(1) Result:




$Current Liabilities of Borrower:




$Current Maturities of Revolving Loan:


-

$Liabilities resulting from mark-to-market of unliquidated commodity hedge contracts:


-

$(2) Result:




$Current Ratio ((1))/(2)):





:1.0Minimum Per Agreement:





1.0:1.0(b)

Interest Coverage Ratio:(1)

Applicable Adjusted EBITDA:




$(2)

Applicable Interest:




$Coverage Ratio ((1))/(2)):





:1.0Minimum Per Agreement:





3.0:1.0(c)

Borrower's Funded Debt Ratio:(1)

Total interest-bearing debt of Borrower:




$(2)

Tangible Net Worth:




$Coverage Ratio ((1))/(2)):





:1.0Minimum Per Agreement:





2.0:1.0


E-1

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KODIAK OIL & GAS (USA) INC.By

Lynn A. Peterson, President & CEOORBy

Keith Doss, Chief Financial Officer


E-2

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SCHEDULE A        BORROWING BASE PROPERTIES

[To
be provided by Borrower to BOTW from time to time]

---





GUARANTY BY CORPORATION

Denver,
Colorado
September 11, 2008

This
Guaranty, dated as of September 11, 2008, is made by Kodiak Oil & Gas Corporation, a Yukon territory corporation (the "Guarantor"), for the benefit of Bank of the West
(with its participants, successors and assigns, the "Lender").

The
Lender and Kodiak Oil & Gas (USA), Inc., a Colorado corporation (the "Borrower"), are parties to a Credit Agreement of even date herewith (as the same may be amended,
supplemented or restated from time to time, the "Credit Agreement") pursuant to which the Lender may make advances and extend other financial accommodations to the Borrower.

As
a condition to extending such credit to the Borrower, the Lender has required the execution and delivery of this Guaranty.

ACCORDINGLY,
the Guarantor, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agrees as
follows:

1.Definitions.Capitalized terms defined in the Credit Agreement that are used but not otherwise defined herein
shall have the meanings given them in the Credit Agreement.

2.Indebtedness Guaranteed.The Guarantor hereby absolutely and unconditionally guarantees to the Lender the
full and prompt payment when due, whether at maturity or earlier by reason of acceleration or otherwise, of (i) the Revolving Loan, the Borrower/BOTW Hedging Obligations and any other
obligations of Borrower under the Credit Agreement and (ii) any obligations of Borrower to Lender arising out of account overdrafts (all of said sums being hereinafter called the
"Indebtedness").

3.Guarantor's Representations and Warranties.The Guarantor represents and warrants to the Lender that
(i) the Guarantor is a corporation, duly organized and existing in good standing and has full power and authority to make and deliver this Guaranty; (ii) the execution, delivery and
performance of this Guaranty by the Guarantor have been duly authorized by all necessary action of its directors and stockholders and do not and will not violate the provisions of, or constitute a
default under, any presently applicable law or its articles of incorporation or bylaws or any agreement presently binding on it; (iii) this Guaranty has been duly executed and delivered by the
authorized officers of the Guarantor and constitutes its lawful, binding and legally enforceable obligation; and (iv) the authorization, execution, delivery and performance of this Guaranty do
not require notification to, registration with, or consent or approval by, any federal, state or local regulatory body or administrative agency. The Guarantor represents and warrants to the Lender
that the Guarantor has a direct and substantial economic interest in the Borrower and expects to derive substantial benefits therefrom and from any loans, credit transactions, financial
accommodations, hedging arrangements, discounts, purchases of property and other transactions and events resulting in the creation of the Indebtedness guaranteed hereby, and that this Guaranty is
given for a corporate purpose. The Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions in accordance with Paragraph 4, if at any
time, in the opinion of the directors or officers of the Guarantor, the benefits then being received by the Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of
this Guaranty as to the future Indebtedness of the Borrower. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with Paragraph 4, the Lender may rely conclusively
on a continuing warranty, hereby made, that the Guarantor continues to be benefited by this Guaranty and the Lender shall have no duty to inquire into or confirm the receipt of any such benefits, and
this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits.

1

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4.Unconditional Nature.No act or thing need occur to establish the Guarantor's liability hereunder, and no act
or thing, except full payment and discharge of all of the Indebtedness, shall in any way
exonerate the Guarantor hereunder or modify, reduce, limit or release the Guarantor's liability hereunder. This is an absolute, unconditional and continuing guaranty of payment of the Indebtedness and
shall continue to be in force and be binding upon the Guarantor, whether or not all of the Indebtedness is paid in full, until this Guaranty is revoked prospectively as to future transactions, by
written notice actually received by the Lender, provided that such revocation shall not be effective as to (i) the amount of Indebtedness existing or committed for at the time of actual receipt
of such notice by the Lender, (ii) any future hedging arrangements that may be entered into by the Lender and the Borrower or any Borrower/BOTW Hedging Obligations that may arise in the future,
or (iii) any renewals, extensions, refinancings or refundings of (i) or (ii).

5.Dissolution or Insolvency of Guarantor.The dissolution or adjudication of bankruptcy of the Guarantor shall
not revoke this Guaranty, except upon actual receipt of written notice thereof by the Lender and only prospectively, as to future transactions, as herein set forth. If the Guarantor shall be dissolved
or shall be or become insolvent (however defined), then the Lender shall have the right to declare immediately due and payable, and the Guarantor will forthwith pay to the Lender, the full amount of
all of the Indebtedness whether due and payable or unmatured. If the Guarantor voluntarily commences or there is commenced involuntarily against the Guarantor a case under the United States Bankruptcy
Code, the full amount of all Indebtedness, whether due and payable or unmatured, shall be immediately due and payable without demand or notice thereof.

6.Subrogation, etc.The Guarantor hereby waives all rights that the Guarantor may now have or hereafter
acquire, whether by subrogation, contribution, reimbursement, recourse, exoneration, contract or otherwise, to recover from the Borrower or from any property of the Borrower any sums paid under this
Guaranty. The Guarantor will not exercise or enforce any right of contribution to recover any such sums from any Person who is a co-obligor with the Borrower or a guarantor or surety of
the Indebtedness or from any property of any such Person until all of the Indebtedness shall have been fully paid and discharged.

7.Enforcement Expenses.The Guarantor will pay or reimburse the Lender for all costs, expenses and attorneys'
fees paid or incurred by the Lender in endeavoring to collect and enforce the Indebtedness and in enforcing this Guaranty.

8.Lender's Rights.The Lender shall not be obligated by reason of its acceptance of this Guaranty to engage in
any transactions with or for the Borrower. Whether or not any existing relationship between the Guarantor and the Borrower has been changed or ended and whether or not this Guaranty has been
terminated or revoked, the Lender may enter into transactions resulting in the creation or continuance of the Indebtedness and may otherwise agree, consent to or suffer the creation or continuance of
any of the Indebtedness, without any consent or approval by the Guarantor and without any prior or subsequent notice to the Guarantor. The Guarantor's liability shall not be affected or impaired by
any of the following acts or things (which the Lender is expressly authorized to do, omit or suffer from time to time, both before and after termination or revocation of this Guaranty, without consent
or approval by or notice to the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) one or more
extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities, if any, or other contractual terms applicable to
any of the Indebtedness or any amendment or modification of any of the terms or provisions of any loan agreement or other agreement under which the Indebtedness or any part thereof arose;
(iii) any waiver or indulgence granted to the Borrower, any delay or lack of diligence in the enforcement of the Indebtedness or any failure to institute proceedings, file a claim, give
any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, compromise or settlement with, or agreement not to sue, the Borrower or any guarantor or
other Person liable in respect of any of the

2

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Indebtedness;
(v) any release, surrender, cancellation or other discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal or substitution therefor;
(vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the
priority thereof, or to preserve, protect, insure, care for, exercise or enforce any collateral security; or any modification, alteration, substitution, exchange, surrender, cancellation, termination,
release or other change, impairment, limitation, loss or discharge of any collateral security; (vii) any collection, sale, lease or disposition of, or any other foreclosure or enforcement of or
realization on, any collateral security; (viii) any assignment, pledge or other transfer of any of the Indebtedness or any evidence thereof; (ix) any manner, order or method of
application of any payments or credits upon the Indebtedness; and (x) any election by the Lender under Section 1111(b) of the United States Bankruptcy Code. The Guarantor waives any and
all defenses and discharges available to a surety, guarantor or accommodation co-obligor.

9.Waivers by Guarantor.The Guarantor waives any and all defenses, claims, setoffs and discharges of the
Borrower, or any other obligor, pertaining to the Indebtedness, except the defense of discharge by payment in full. Without limiting the generality of the foregoing, the Guarantor will not assert,
plead or enforce against the Lender any defense of waiver, release, discharge or disallowance in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency
statute, fraud, incapacity, minority, usury, illegality or unenforceability which may be available to the Borrower or any other Person liable in respect of any of the Indebtedness, or any setoff
available against the Lender to the Borrower or any other such Person, whether or not on account of a related transaction. The Guarantor expressly agrees that the Guarantor shall be and remain liable
for any deficiency remaining after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability of the Borrower or any other obligor for such deficiency is
discharged pursuant to statute or judicial decision. The liability of the Guarantor shall not be affected or impaired by any voluntary or involuntary liquidation, dissolution, sale or other
disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar event or
proceeding affecting, the Borrower or any of its assets. The Guarantor will not assert, plead or enforce against the Lender any claim, defense or setoff available to the Guarantor against the
Borrower. The Guarantor waives presentment, demand for payment, notice of dishonor or nonpayment and protest of any instrument evidencing the Indebtedness. The Lender shall not be required first to
resort for payment of the Indebtedness to the Borrower or other Persons, or their properties, or first to enforce, realize upon or exhaust any collateral security for the Indebtedness, before
enforcing this Guaranty.

10.If Payments Set Aside, etc.If any payment applied by the Lender to the Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason (including, without limitation, the bankruptcy, insolvency or reorganization of the Borrower or any other obligor), the
Indebtedness to which such payment was applied shall for the purpose of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable
as to such Indebtedness as fully as if such application had never been made.

11.Additional Obligation of Guarantor.The Guarantor's liability under this Guaranty is in addition to and
shall be cumulative with all other liabilities of the Guarantor to the Lender as guarantor, surety, endorser, accommodation co-obligor or otherwise of any of the Indebtedness or obligation
of the Borrower, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

12.Financial Information.The Guarantor will deliver to the Lender all financial information concerning the
Guarantor required to be delivered under the Credit Agreement.

13.No Duties Owed by Lender.The Guarantor acknowledges and agrees that the Lender (i) has not made any
representations or warranties with respect to, (ii) does not assume any responsibility to

3

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the
Guarantor for, and (iii) has no duty to provide information to the Guarantor regarding, the enforceability of any of the Indebtedness or the financial condition of the Borrower or any
guarantor. The Guarantor has independently determined the creditworthiness of the Borrower and the enforceability of the Indebtedness and until the Indebtedness is paid in full will independently and
without reliance on the Lender continue to make such determinations.

14.Miscellaneous.This Guaranty shall be effective upon delivery to the Lender, without further act, condition
or acceptance by the Lender, shall be binding upon the Guarantor and the successors and assigns of the Guarantor and shall inure to the benefit of the Lender and its participants, successors and
assigns. Any invalidity or unenforceability of any provision or application of this Guaranty shall not affect other lawful provisions and application thereof, and to this end the provisions of this
Guaranty are declared to be severable. This Guaranty may not be waived, modified, amended, terminated, released or otherwise changed except by a writing signed by the Guarantor and the Lender. This
Guaranty shall be governed by and construed in accordance with the substantive laws (other than
conflict laws) of the State of Colorado. The Guarantor hereby (i) consents to the personal jurisdiction of the state and federal courts located in the State of Colorado in connection with any
controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient; (iii) agrees that any litigation initiated by the Lender or the Guarantor
in connection with this Guaranty may be venued in either the state or federal courts located in the City and County of Denver, Colorado; and (iv) agrees that a final judgment in any such suit,
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

15.Waiver of Jury Trial.THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, BASED ON OR PERTAINING TO THIS GUARANTY.

4

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IN
WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor the date first written above.

KODIAK OIL & GAS CORPORATIONBy:

/s/ LYNN A. PETERSON Lynn A. Peterson, President & CEOAddress:




|                          |  |  
|------------------------- |  | -
|STATE OF COLORADO         |  | )
|                          |  | )
|CITY AND COUNTY OF DENVER |  | )

The
foregoing instrument was acknowledged before me this 11th day of September, 2008, by Lynn A Peterson, the President &CEO of Kodiak Oil & Gas Corporation, a Yukon
territory corporation, on behalf of the corporation.

/s/ SANDRA ONEIL Notary Public
Sandra Oneil, Notary Public
State of Colorado
My Commission Expires 6/5/2010


5

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MORTGAGE, SECURITY AGREEMENT,  ASSIGNMENT, FINANCING STATEMENT AND FIXTURE FILING FROM  KODIAK OIL & GAS (USA) INC. TO  BANK OF THE WEST

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS. THIS INSTRUMENT SECURES PAYMENT OF FUTURE ADVANCES. THIS INSTRUMENT COVERS
AS-EXTRACTED COLLATERAL.

THE
OIL AND GAS INTERESTS INCLUDED IN THE PROPERTY COVERED HEREBY WILL BE FINANCED AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN, OR THE DESCRIPTION OF WHICH IS
INCORPORATED IN, EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF, AND THIS FINANCING STATEMENT IS TO BE FILED OR FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS PURSUANT TO
APPLICABLE LAW.

THOSE
PORTIONS OF THE COLLATERAL WHICH ARE MINERALS OR OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING, WITHOUT LIMITATION, OIL AND GAS), AND THE ACCOUNTS
RELATING THERETO, WILL BE FINANCED AT THE WELLHEADS OF THE WELLS LOCATED ON THE PROPERTIES DESCRIBED IN, OR THE DESCRIPTION OF WHICH IS INCORPORATED IN, EXHIBIT "A." MORTGAGOR HAS AN INTEREST IN SUCH
EXTRACTED MINERALS AND OTHER SUBSTANCES OF VALUE BEFORE EXTRACTION.

SOME
OF THE PERSONAL PROPERTY CONSTITUTING A PORTION OF THE COLLATERAL IS OR IS TO BE AFFIXED TO THE PROPERTIES DESCRIBED IN, OR THE DESCRIPTION
OF WHICH IS INCORPORATED IN, EXHIBIT "A." MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE CONCERNED, WHICH IS DESCRIBED IN, OR THE DESCRIPTION OF WHICH IS INCORPORATED IN, EXHIBIT "A."

A
POWER OF SALE HAS BEEN GRANTED IN THIS MORTGAGE. A POWER OF SALE MAY ALLOW THE MORTGAGEE TO TAKE THE COLLATERAL AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT
BY MORTGAGOR HEREUNDER.

MORTGAGOR
HEREBY AUTHORIZES BOTW TO FILE ONE OR MORE FINANCING STATEMENTS COVERING ALL PERSONAL PROPERTY OF MORTGAGOR.

THIS
INSTRUMENT WAS PREPARED BY, AND WHEN RECORDED SHOULD BE RETURNED TO:



6

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MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT, FINANCING  STATEMENT AND FIXTURE FILING

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT, FINANCING STATEMENT AND FIXTURE FILING (this "Instrument"), dated as of
September 11, 2008, is from KODIAK OIL & GAS (USA) INC., a Colorado corporation ("Mortgagor"), Colorado Entity ID # 20031303362, with an address at 1625 Broadway,
Suite 250, Denver, Colorado 80202, to BANK OF THE WEST ("BOTW"), with an address at 633 17th Street, Suite 2000, Denver, Colorado 80202.

IN
CONSIDERATION of the sum of ten dollars ($10.00) in hand paid by BOTW to Mortgagor and of the mutual promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Pursuant
to the terms of a Credit Agreement dated as of September 11, 2008, as the same may hereafter be amended, modified, extended or amended and restated from time to time (the
"Credit Agreement"), BOTW is to make available to Mortgagor a revolving line of credit. In addition, Mortgagor may heretofore have incurred, or may hereafter incur, obligations to BOTW in connection
with commodity hedge agreements, commodity swap agreements, exchange agreements, collar agreements or cap agreements, fixed price agreements or other agreements or arrangements designed to protect
Mortgagor against fluctuations in interest rates, currency exchange rates and/or the prices of oil, gas or other hydrocarbons ("Hedging Obligations"). Mortgagor's obligations under or in connection
with the above-described revolving line of credit or such Hedging Obligations are intended to be secured by the liens, security interests and assignments granted pursuant to this Instrument.

All
of the property described under 1 through 8 below, to the extent owned by Mortgagor, is herein collectively called the "Collateral":



7

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IN
CONSIDERATION of the sum of ten dollars ($10.00) in hand paid to Mortgagor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Mortgagor hereby:



AND
in furtherance thereof Mortgagor warrants, represents, covenants and agrees as follows:

IX.    OBLIGATIONS

SECTION 1.1This Instrument is executed, acknowledged and delivered by Mortgagor to secure and enforce the following obligations (herein called the
"Obligations"):



8

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SECTION 1.2The maximum amount of the Obligations that may be outstanding at any time or from time to time that shall be secured
by this
Instrument, including as a mortgage or as a pledge or assignment of Hydrocarbons, is $20,000,000.

X.    WARRANTIES, REPRESENTATIONS AND COVENANTS

SECTION 2.1Mortgagor warrants, represents and covenants to and with BOTW that: (a) Mortgagor has the right to receive at all times the "Net Revenue
Interest" specified in Exhibit "A" of all Hydrocarbons produced from the wells located on the Collateral; (b) Mortgagor's share of development and operating costs with respect to any of
the wells or properties included in the Collateral is no greater than the "Working Interest" specified in Exhibit "A" for that well or property (unless Mortgagor's right to receive production
proceeds from such well or property has been increased by a proportionate amount over the applicable "Net Revenue Interest" specified for such well or property in Exhibit "A");
(c) Mortgagor is the lawful owner of good and defensible title to the Collateral, free and clear of all liens, security interests, encumbrances and burdens, except liens, security interests and
other matters permitted by the terms of the Credit Agreement; (d) each loan, the payment of which constitutes an Obligation hereunder, is or shall be for a business or commercial purpose; and
(e) Mortgagor will forever defend the title to the Collateral against the claims of all persons whomsoever claiming or to claim the same or any part thereof.

SECTION 2.2Mortgagor covenants that, so long as any part of the Obligations remains unpaid or unsatisfied, unless BOTW shall have otherwise consented in
writing:



9

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XI.    COLLECTION OF PROCEEDS OF PRODUCTION

SECTION 3.1Pursuant to the assignment made by Mortgagor in paragraph B of the granting clause of this Instrument, BOTW is entitled to receive all of
the severed and extracted Hydrocarbons produced from or attributed to all of the Interests, together with all of the proceeds thereof. Mortgagor acknowledges and agrees that said assignment is
intended to be an absolute and unconditional assignment and not merely a pledge of or creation of a security interest therein or assignment as additional security. Mortgagor hereby authorizes and
directs all parties producing, purchasing, receiving or having in their possession any such Hydrocarbons or proceeds to treat and regard BOTW as the party entitled, in Mortgagor's place and stead, to
receive such Hydrocarbons and proceeds; and said parties shall be fully protected in so treating and regarding BOTW and shall be under no obligation to see to the application by BOTW of any such
proceeds received by it.

SECTION 3.2All of the proceeds received by BOTW pursuant to Section 3.1 shall be applied by BOTW in accordance with the terms of the Credit
Agreement and Section 5.10 below.

SECTION 3.3Upon any sale of any of the Collateral by or for the benefit of BOTW pursuant to Article V, the Hydrocarbons thereafter produced from or
attributed to the part of the Collateral so sold, and the proceeds thereof, shall be included in such sale and shall pass to the purchaser free and clear of the provisions of this Article.

SECTION 3.4BOTW is hereby absolved from all liability for failure to enforce collection of any such Hydrocarbons or proceeds and from all other
responsibility in connection therewith, except the responsibility to account to Mortgagor for proceeds actually received.

SECTION 3.5Mortgagor shall indemnify BOTW against all claims, actions, liabilities, judgments, costs, attorneys' fees and other charges of whatsoever kind
or nature (herein called "Claims") made against or incurred by BOTW as a consequence of the assertion, either before or after the payment in full of the Obligations, that BOTW received Hydrocarbons or
proceeds pursuant to this Article which were claimed by or due to third persons. BOTW shall have the right to employ attorneys and to defend against any Claims, and unless furnished with reasonable
indemnity, BOTW shall have the right to pay or compromise and adjust all Claims. Mortgagor shall indemnify and pay to BOTW all such amounts as may be paid in respect thereof or as may be successfully
adjudicated against BOTW. The liabilities of Mortgagor as set forth in this Section shall survive the termination of this Instrument.

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SECTION 3.6Nothing in this Instrument shall be deemed or construed to create a delegation to or assumption by BOTW of the duties and obligations of
Mortgagor under any agreement or contract relating to the Collateral or any portion thereof, and all of the parties to any such contract shall continue to look to Mortgagor for performance of all
covenants and other obligations and the satisfaction of all representations and warranties of Mortgagor thereunder, notwithstanding the assignment of production and proceeds herein made or the
exercise by BOTW, prior to foreclosure, of any of its rights hereunder or under applicable law.

XII.    TERMINATION

If all of the Obligations of Mortgagor shall be paid or performed in full pursuant to the terms and conditions of this Instrument and
the instruments evidencing the Obligations and if BOTW has no further obligation to make advances to Mortgagor or in connection with Hedging Obligations of Mortgagor, then BOTW shall, promptly after
the request of Mortgagor, execute, acknowledge and deliver to Mortgagor proper instruments in recordable form evidencing the termination and release of this Instrument. Mortgagor shall pay all
reasonable legal fees and other out-of-pocket expenses incurred by BOTW for preparing and reviewing such instruments of termination and the execution and delivery thereof, and
BOTW may require payment of the same prior to delivery of such instruments. Otherwise, this Instrument shall remain and continue in full force and effect.

XIII.    DEFAULT

SECTION 5.1The occurrence of any "Event of Default" or "Default" (as described in the Credit Agreement or in any agreement entered into in connection with
the Hedging Obligations), including without limitation the expiration of any applicable grace period (an "Event of Default"), shall, automatically (as described in the Credit Agreement or in any
agreement entered into in connection
with the Hedging Obligations), or at the option of BOTW, make all amounts then remaining unpaid on the Obligations immediately due and payable, and the liens, encumbrances and security interests
evidenced or created hereby shall be subject to foreclosure in any manner provided for herein or provided for by law.

SECTION 5.2Upon the occurrence and during the continuance of any Event of Default, BOTW may elect to treat the fixtures included in the Collateral either
as real property or as personal property, but not as both, and proceed to exercise such rights as apply to the type of property selected.

SECTION 5.3Upon the occurrence and during the continuance of any Event of Default, in addition to all other rights and remedies herein conferred, BOTW
shall have all of the rights and remedies of a mortgagee under a mortgage with respect to all of the Collateral. This Instrument shall be effective as a mortgage, and, upon the occurrence of an Event
of Default, may be foreclosed as to any of the Collateral in any manner permitted by applicable law, and any foreclosure suit may be brought by BOTW. The provisions set forth in this
Section 5.3 shall not in any way limit any other provision of this Instrument. Upon the occurrence and during the continuance of an Event of Default, BOTW shall, to the extent permitted by
applicable law, have the right and power, but not the obligation, to enter upon and take immediate possession of the real property included in the Collateral or any part thereof, to exclude Mortgagor
therefrom, to hold, use, operate, manage and control such real property, to make all such repairs, replacements, alterations, additions and improvements to the same as BOTW may deem proper, to sell
all of the severed and extracted Hydrocarbons included in the same subject to the provisions of Article III, to demand, collect and retain all other earnings, proceeds and other sums due or to
become due with respect to such real property, accounting for and applying to the payment of the Obligations only the net earnings arising therefrom after charging against the receipts therefrom all
costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at an annual rate which equals the default rate of interest payable on

11

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overdue
principal, as described in the Credit Agreement, as fully and effectually as if BOTW were the absolute owner of such real property and without any liability to Mortgagor in connection
therewith.

SECTION 5.4Upon the occurrence and during the continuance of any Event of Default, BOTW, in lieu of or in addition to exercising any other power, right or
remedy herein granted or by law or equity conferred, may proceed by an action or actions in equity or at law for the seizure and sale of the real property included in the Collateral or any part
thereof, for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power, right or remedy herein granted or by law or equity conferred, for the
foreclosure or sale of such real property or any part thereof under the judgment or decree of any court of competent jurisdiction, for the appointment of a receiver
pending any foreclosure hereunder or the sale of such real property or any part thereof or for the enforcement of any other appropriate equitable or legal remedy.

SECTION 5.5Upon the occurrence and during the continuance of any Event of Default, in addition to all other powers, rights and remedies herein granted or
by law or equity conferred, BOTW shall have all of the rights and remedies of an assignee and secured party granted by applicable law, including the Uniform Commercial Code, and shall, to the extent
permitted by applicable law, have the right and power, but not the obligation, to take possession of the personal property included in the Collateral, and for that purpose BOTW may enter upon any
premises on which any or all of such personal property is located and take possession of and operate such personal property or remove the same therefrom. BOTW may require Mortgagor to assemble such
personal property and make it available to BOTW at a place to be designated by BOTW which is reasonably convenient to both parties. The following presumptions shall exist and shall be deemed
conclusive with regard to the exercise by BOTW of any of its remedies with respect to personal property:



SECTION 5.6Upon the occurrence and during the continuance of any Event of Default, BOTW may, with respect to all or any portion
of the
Collateral, subject to any mandatory requirements of applicable law, sell or have sold the real property or interests therein included in the Collateral or any part thereof at one or more sales, as an
entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by law or by this Instrument, or, in the absence of any such requirement, as BOTW
may deem appropriate. BOTW may postpone the sale of such real property or interests therein or any part thereof by public announcement at the time and place of such sale, and from time to time
thereafter may further postpone such sale by public announcement made at the time of sale fixed by the preceding postponement. Sale of a part of such real property or interests therein or any
defective or irregular sale hereunder will not exhaust the power of sale, and sales may

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be
made from time to time until all such property is sold without defect or irregularity or the Obligations are paid in full. BOTW shall have the right to appoint one or more
attorneys-in-fact to act in conducting the foreclosure sale and executing a deed to the purchaser. It shall not be necessary for any of the Collateral at any such sale to be
physically present or constructively in the possession of BOTW.

SECTION 5.7BOTW or any other person owning, directly or indirectly, any interest in any of the Obligations shall have the right to become the purchaser at
any sale made pursuant to the provisions of this Article V and shall have the right to credit upon the amount of the bid made therefor the amount payable to it under or in connection with the
Obligations. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish the truth and accuracy of the matters therein stated, including without
limitation nonpayment of the Obligations and advertisement and conduct of such sale in the manner provided herein or provided by law. Mortgagor hereby ratifies and confirms all legal acts that BOTW
may do in carrying out the provisions of this Instrument.

SECTION 5.8Effective upon the occurrence and during the continuance of any Event of Default, Mortgagor hereby waives and relinquishes, to the maximum
extent permitted by law, and subject to any mandatory requirements of applicable law, Mortgagor hereby agrees that Mortgagor shall not at any time hereafter have or assert, any right under any law
pertaining to: marshalling, whether of assets or liens, the sale of property in the inverse order of alienation, the exemption of homesteads, the administration of estates of decedents, appraisement,
valuation, stay, extension, redemption, subrogation, or abatement, suspension, deferment, diminution or reduction of any of the Obligations (including, without limitation, setoff), now or hereafter in
force. Mortgagor expressly agrees that BOTW may offer the Collateral as a whole or in such parcels or lots as BOTW, in its sole discretion elects, regardless of the manner in which the Collateral may
be described.

SECTION 5.9All costs and expenses (including reasonable attorneys' fees, legal expenses, filing fees, and mortgage, transfer, stamp and other excise taxes)
incurred by BOTW in perfecting, protecting and enforcing its rights hereunder, whether or not an Event of Default shall have occurred, shall be a demand obligation of Mortgagor to BOTW and shall bear
interest at the applicable rate provided in the Credit Agreement, all of which shall be part of the Obligations.

SECTION 5.10The proceeds of any sale of the Collateral or any part thereof made pursuant to this Article V shall be applied as follows:



SECTION 5.11Upon any sale made under the powers of sale herein granted and conferred, the receipt of BOTW will be sufficient
discharge to the
purchaser or purchasers at any sale for the purchase money, and such purchaser or purchasers and the heirs, devisees, personal representatives, successors and assigns thereof will not, after paying
such purchase money and receiving such receipt of BOTW, be obligated to see to the application thereof or be in any way answerable for any loss, misapplication or non-application thereof.

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XIV.    MISCELLANEOUS PROVISIONS

SECTION 6.1Each and every right, power and remedy hereby granted to BOTW shall be cumulative and not exclusive, and each and every right, power and remedy
whether specifically hereby granted or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by BOTW, and the exercise of any such right,
power or remedy will not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. All changes to and modifications of this Instrument must be in
writing and signed by Mortgagor and BOTW.

SECTION 6.2If any provision hereof or of any of the other documents constituting, evidencing or creating all or any part of the Obligations is invalid or
unenforceable in any jurisdiction, the other provisions hereof or of said documents shall remain in full force and effect in such jurisdiction and the remaining provisions hereof will be liberally
construed in favor of BOTW in order to carry out the provisions hereof and of such other documents. The invalidity of any provision of this Instrument in any jurisdiction will not affect the validity
or enforceability of any such provision in any other jurisdiction.

SECTION 6.3This Instrument will be deemed to be and may be enforced from time to time as an assignment, contract, financing statement, real estate
mortgage, or security agreement, and from time to time as any one or more thereof, as is appropriate under applicable state law. A carbon, photographic or other reproduction of this Instrument or any
financing statement in connection herewith shall be sufficient as a financing statement for any and all purposes.

SECTION 6.4Notwithstanding anything to the contrary contained herein, no rate of interest required hereunder or under the Obligations shall exceed the
maximum legal rate under applicable law, and, in the event any such rate is found to exceed such maximum legal rate, Mortgagor shall be required to pay only such maximum legal rate.

SECTION 6.5Insofar as permitted by otherwise applicable law, this Instrument and the Obligations shall be construed under and governed by the laws of the
State of Colorado (excluding choice of law and conflict of law rules); provided, however, that, with respect to any portion of the Collateral located outside of the State of Colorado, the laws of the
place in which such property is located shall apply to the extent necessary to permit BOTW to enforce or realize upon its rights and remedies hereunder with respect to such property, and any such
enforcement or realization proceedings shall be conducted in compliance with the applicable laws of the state where the Collateral is located.

SECTION 6.6This instrument may be executed in any number of counterparts, each of which will for all purposes be deemed to be an original, and all of which
are identical except that: (a) to facilitate recordation, in particular counterparts hereof, portions of Exhibit "A" hereto which describe properties situated in counties or parishes
other than the county or parish in which the counterpart is to be recorded have been omitted, and (b) to accommodate different execution formalities for different states in which the Collateral
is located, the signature blocks and title pages in counterparts to be filed in certain states may contain captions, witnesses, acceptances and other formalities not included in other counterparts.
Each counterpart shall be deemed to be an original for all purposes, and all counterparts shall together constitute but one and the same instrument.

SECTION 6.7Unless otherwise specified in Exhibit "A" hereto, all recording references in Exhibit "A" hereto are to the official real property
records of the county in which the affected land is located. The references in Exhibit "A" hereto to liens, encumbrances and other burdens shall not be deemed to recognize or create any rights
in third parties.

SECTION 6.8All deliveries and notices hereunder shall be deemed to have been duly made or given if made or given in conformity with the provisions of the
Credit Agreement.

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SECTION 6.9This Instrument shall bind and inure to the benefit of the respective successors and assigns of Mortgagor and BOTW, including, without
limitation, any and all other banks, lending institutions and parties which may participate in the indebtedness evidenced by the Obligations or any
of them. Notwithstanding any other provision contained herein, if any property interest granted by this Instrument does not vest on the execution and delivery of this Instrument, it shall vest, if at
all, no later than 20 years after the execution and delivery of this Instrument. As used herein, the term "person" shall mean individual, corporation, limited liability company, partnership,
joint venture, agency or other form of entity or association.

SECTION 6.10Some of the above goods are or are to become fixtures on the Land. The above described minerals or other substances of value which may be
extracted from the earth (including without limitation oil and gas), and the accounts relating thereto will be financed at the wellhead of the well or wells located on the Land. This Instrument is to
be filed for record in, among other places, the real estate records of each county in which the affected real estate is located; to wit, all of those listed in Exhibit "A." Mortgagor is the owner of a
record interest in a portion of the real estate concerned. The mailing address of Mortgagor and the address of BOTW from which information concerning the security interest may be obtained are as set
forth above.

SECTION 6.11BOTW shall be entitled to enforce payment of any indebtedness and performance of any other of the Obligations secured hereby and to exercise
all rights and powers under this Instrument or under any other instrument or other agreement or any laws now or hereafter in force, notwithstanding the fact that some or all of said indebtedness and
other Obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of this Instrument nor its
enforcement, whether by court action or pursuant to the power of sale or other powers herein contained shall prejudice or in any manner affect BOTW's right to realize upon or enforce any other
security now or hereafter held by BOTW, it being agreed that BOTW shall be entitled to enforce this Instrument and any other security now or hereafter held by BOTW in such order and manner as it may
in its absolute discretion determine.

EXECUTED
as of the date first above written.

|                          |  |                             |  |                                                       
|------------------------- |  | --------------------------- |  | ------------------------------------------------------
|                          |  | KODIAK OIL & GAS (USA) INC.
|                          |  | By:                         |  | /s/ LYNN A. PETERSON Lynn A. Peterson, President & CEO
|STATE OF COLORADO         |  | )
) ss.                     |  |                                                       
|CITY AND COUNTY OF DENVER |  | )                           |  |                                                       

Subscribed
and sworn to before me this 11th day of September, 2008 by Lynn A Peterson, as President &CEO of Kodiak Oil & Gas (USA) Inc.

Witness
my hand and official seal.

My
commission expires: 06/05/2010.

| |  |                                                                                                            
| |  | -----------------------------------------------------------------------------------------------------------
| |  | /s/ SANDRA ONEIL Notary Public
Sandra Oneil, Notary Public
State of Colorado
My Commission Expires 6/5/2010

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PREAMBLE TO        EXHIBIT "A"

Well names, unit designations, unit tract descriptions and descriptions of undivided leasehold interests, Net Revenue Interests and
Working Interests contained in Exhibit "A" shall not be deemed to limit the interests covered hereby.

Reference
is made to the land descriptions contained in the documents of title recorded as described in Exhibit "A." To the extent that any land description in Exhibit "A" is
incorrect or not legally sufficient, the land descriptions contained in the leases or other documents recorded as described in Exhibit "A" are incorporated herein by this reference.

Unless
provided otherwise, all recording references in Exhibit "A" are to the official real property records of the county or counties in which the Interests are located and in
which records such documents are or in the past have been customarily recorded, whether Deed Records, Oil and Gas Records, Oil and Gas Lease Records or other records.

Unless
marked with a percentage symbol (%), the "Working Interests" ("WI") and "Net Revenue Interests" ("NRI") described in Exhibit "A" are expressed in decimal equivalents,
e.g., 1.00 = 100 percent.

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September 11, 2008

Kodiak
Oil & Gas (USA) Inc.
1625 Broadway, Suite 250
Denver, Colorado 80202

Gentlemen:

Reference
is made to that certain Credit Agreement dated as of September 11, 2008, between Kodiak Oil & Gas (USA) Inc., as borrower ("Borrower"), and Bank of the
West, as lender (the "Bank"). The above-described Credit Agreement, as it may be amended from time to time, is herein referred to as the "Credit Agreement." Reference is also made to that certain
Promissory Note dated September 11, 2008 (the "Note"), in the face amount of $20,000,000, made by Borrower, payable to the order of the Bank.

Payment
of the indebtedness owing to the Bank by Borrower is secured by a Mortgage, Security Agreement, Assignment, Financing Statement and Fixture Filing dated as of
September 11, 2008 (the "Mortgage"), from Borrower to the Bank.

Pursuant
to the terms of the Mortgage, Borrower has assigned to the Bank the proceeds of the sales of oil and gas from the properties described in the Mortgage (the "Proceeds") and has
granted to the Bank the right to receive all of the Proceeds directly and to apply them in satisfaction of the obligations of Borrower to the Bank.

Notwithstanding
anything to the contrary contained in the Mortgage or in the Credit Agreement, the Bank hereby consents to the suspension of its right to receive the Proceeds directly
and grants to Borrower a revocable license to collect the Proceeds, unless and until the Bank elects to revoke such consent and to terminate such license by notice to Borrower in accordance with the
notice provisions of the Credit Agreement. Borrower and the Bank understand and agree that the Bank may elect to exercise its right to receive the Proceeds only upon the occurrence of an Event of
Default (as defined in the Credit Agreement).

Nothing
contained herein will limit the obligation of Borrower to make payments of principal and interest as set forth in the Credit Agreement at the times and in the amounts specified
therein.

In
the event the Bank does revoke the license granted to Borrower and the suspension of its right to receive the Proceeds as provided herein, upon such revocation, Borrower will then and
thereafter receive and hold any such Proceeds as are received in trust pursuant to the relevant sections of the Mortgage and the Credit Agreement for the purpose of protecting the Bank's security
interest in the Proceeds and will promptly pay over any and all such Proceeds to the Bank.

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Please
indicate your acceptance below.

| |  |                   |  |               
| |  | ----------------- |  | --------------
| |  | Very truly yours,
| |  | BANK OF THE WEST 
| |  | By:               |  | /s/ DUC DUONG 
| |  | Name:             |  | Duc Duong     
| |  | Title:            |  | Vice President

|                                                    |  |                                                        |  | 
|--------------------------------------------------- |  | ------------------------------------------------------ |  | 
|ACCEPTED AND AGREED TO:
KODIAK OIL & GAS (USA) INC. |  |                                                       
|By:                                                 |  | /s/ LYNN A. PETERSON Lynn A. Peterson, President & CEO |  | 

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OMNIBUS CERTIFICATE

The undersigned, Lynn A. Peterson, in his capacity as President &CEO of Kodiak Oil & Gas (USA) Inc., a Colorado
corporation (the "Company"), hereby certifies as follows:

1.     Attached
hereto is a true and complete copy of the Articles of Incorporation of the Company and any and all amendments thereto, all as in effect on the date hereof.

2.     Attached
hereto is a true and complete copy of the Bylaws of the Company, and any and all amendments thereto, all as in effect on the date hereof.

3.     Attached
hereto is a true and complete copy of certain Resolutions duly adopted by the Directors of the Company authorizing the Company to enter into the Credit Agreement
dated as of September 11, 2008 (the "Credit Agreement"), between the Company, as borrower, and Bank of the West, as lender, and any and all related promissory notes, security documents and
other documents. Said Resolutions have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof.

4.     The
following person(s) is(are) duly authorized to execute Loan Documents (as defined in the Credit Agreement) on behalf of the Company:

Name and
Capacity

Specimen
SignatureLynn A. Peterson, President & CEO

/s/ LYNN A. PETERSONKeith Doss, Chief Financial Officer

/s/ KEITH DOSS


EXECUTED
by the undersigned as of the 11th day of September, 2008.

/s/ LYNN A. PETERSON Lynn A. Peterson, President & CEO


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EXHIBIT "A"

[Schedule
of leases to be provided by Mortgagor to BOTW from time to time]

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