Exhibit 10.3


 


Execution Version


 


GUARANTEE AND PLEDGE AGREEMENT


 


 


made by


 


Kodiak Oil & Gas Corp.


 


in favor of


 


 


WELLS FARGO BANK, N.A.,


 


as Administrative Agent


 


 


Dated as of May 24, 2010


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
  Definitions

  	
  1

  
	
  Section 1.02

  	
  Other Definitional Provisions; References

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II Guarantee

  	
  3

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
  Guarantee

  	
  3

  
	
  Section 2.02

  	
  Payments

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Grant of Security
  Interest

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
  Grant of Security Interest

  	
  4

  
	
  Section 3.02

  	
  Transfer of Pledged Securities

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Acknowledgments,
  Waivers and Consents

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
  Acknowledgments, Waivers and Consents

  	
  4

  
	
  Section 4.02

  	
  No Subrogation, Contribution or Reimbursement

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Representations and
  Warranties

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
  Representations in Credit Agreement

  	
  8

  
	
  Section 5.02

  	
  Benefit to the Guarantor

  	
  8

  
	
  Section 5.03

  	
  Solvency

  	
  8

  
	
  Section 5.04

  	
  Title; No Other Liens

  	
  8

  
	
  Section 5.05

  	
  Perfected First Priority Liens

  	
  9

  
	
  Section 5.06

  	
  Legal Name, Organizational Status, Chief Executive
  Office

  	
  9

  
	
  Section 5.07

  	
  Prior Names, Addresses, Locations of Tangible Assets

  	
  9

  
	
  Section 5.08

  	
  Pledged Securities

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Covenants

  	
  9

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
  Covenants in Credit Agreement

  	
  10

  
	
  Section 6.02

  	
  Maintenance of Perfected Security Interest; Further
  Documentation

  	
  10

  
	
  Section 6.03

  	
  Changes in Locations, Name, etc.

  	
  10

  
	
  Section 6.04

  	
  Pledged Securities

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII Remedial Provisions

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
  Pledged Securities

  	
  12

  
	
  Section 7.02

  	
  Colorado UCC and Other Remedies

  	
  13

  
	
  Section 7.03

  	
  Private Sales of Pledged Securities

  	
  14

  
	
  Section 7.04

  	
  Waiver; Deficiency

  	
  15

  
	
  Section 7.05

  	
  Non-Judicial Enforcement

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII The Administrative
  Agent

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
  Administrative Agent’s Appointment as Attorney-in-Fact,
  Etc.

  	
  15

  
	
  Section 8.02

  	
  Duty of Administrative Agent

  	
  16

  



 

















 


	
  Section 8.03

  	
  Execution of Financing Statements

  	
  17

  
	
  Section 8.04

  	
  Authority of Administrative Agent

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Subordination of
  Indebtedness

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
  Subordination of All Guarantor Claims

  	
  17

  
	
  Section 9.02

  	
  Claims in Bankruptcy

  	
  18

  
	
  Section 9.03

  	
  Payments Held in Trust

  	
  18

  
	
  Section 9.04

  	
  Liens Subordinate

  	
  18

  
	
  Section 9.05

  	
  Notation of Records

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Miscellaneous

  	
  19

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
  Waiver

  	
  19

  
	
  Section 10.02

  	
  Notices

  	
  19

  
	
  Section 10.03

  	
  Payment of Expenses, Indemnities, Etc.

  	
  19

  
	
  Section 10.04

  	
  Amendments in Writing

  	
  20

  
	
  Section 10.05

  	
  Successors and Assigns

  	
  20

  
	
  Section 10.06

  	
  Invalidity

  	
  20

  
	
  Section 10.07

  	
  Counterparts

  	
  20

  
	
  Section 10.08

  	
  Survival

  	
  20

  
	
  Section 10.09

  	
  Captions

  	
  21

  
	
  Section 10.10

  	
  No Oral Agreements

  	
  21

  
	
  Section 10.11

  	
  Governing Law; Submission to Jurisdiction

  	
  21

  
	
  Section 10.12

  	
  Acknowledgments

  	
  22

  
	
  Section 10.13

  	
  Set-Off

  	
  23

  
	
  Section 10.14

  	
  Releases

  	
  23

  
	
  Section 10.15

  	
  Reinstatement

  	
  24

  
	
  Section 10.16

  	
  Acceptance

  	
  24

  



 


SCHEDULES:


 


1.                                       Notice Address of Guarantor


 


2.                                       Description of Pledged Securities


 


3.                                       Filings and Other Actions Required to Perfect Security Interests


 


4.                                       Legal Name, Location of Jurisdiction of Organization, Organizational Identification
Number, Taxpayor Identification Number and Chief Executive Office


 


5.                                       Prior Names and Prior Chief Executive Office


 


ii

















 


This
GUARANTEE AND PLEDGE AGREEMENT, dated as of May 24, 2010, is made by
KODIAK OIL & GAS CORP., a corporation continued under the laws of
Yukon Territories, Canada, (the “Guarantor”), in favor of
WELLS FARGO BANK, N.A., as administrative agent (in such capacity, together
with its successors in such capacity, the “Administrative
Agent”), for the banks and other financial institutions (the
“Lenders”) from time to time parties
to that certain Credit Agreement, dated as of even date herewith (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the
Lenders, the Administrative Agent, and the other Agents party thereto.


 


NOW,
THEREFORE, in consideration of the premises and to induce the Administrative
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective extensions of credit to the Borrower
thereunder, the Guarantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lenders and the other Secured Parties, as follows:


 


ARTICLE I

Definitions


 


Section 1.01           Definitions.


 


(a)             As used in this
Agreement, each term defined above shall have the meaning indicated above.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement, and all
uncapitalized terms which are defined in the Colorado UCC on the date hereof
are used herein as so defined.


 


(b)             The following
terms shall have the following meanings:


 


“Agreement” shall mean this Guarantee
and Pledge Agreement, as the same may be amended, supplemented or otherwise
modified from time to time.


 


“Collateral” has the meaning assigned
such term in Section 3.01.


 


“Colorado UCC” shall mean the Uniform
Commercial Code, as it may be amended, from time to time in effect in the State
of Colorado.


 


“Issuers” shall mean, collectively,
each issuer of a Pledged Security.


 


“Obligations” shall mean, collectively,
all Indebtedness, liabilities and obligations of the Borrower and its
Subsidiaries to the Secured Parties, of whatsoever nature and howsoever
evidenced, due or to become due, now existing or hereafter arising, whether
direct or indirect, absolute or contingent, which may arise under, out of, or
in connection with the Credit Agreement, the other Loan Documents, each
Permitted Hedging Agreement and all other agreements, guarantees, notes and other
documents entered into by any party in connection therewith, and any amendment,
restatement or modification of any of the foregoing, including,


 
















 


but
not limited to, the full and punctual payment when due of any unpaid principal
of the Loans and LC Exposure, any amounts payable in respect of an early
termination under any Permitted Hedging Agreement, interest (including, without
limitation, interest accruing at any post-default rate and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any
insolvency, reorganization or like proceeding, whether or not a claim for
post-filing or post- petition interest is allowed in such proceeding), fees,
reimbursement obligations, guaranty obligations, penalties, indemnities, legal
and other fees, charges and expenses, and amounts advanced by and expenses
incurred in order to preserve any collateral or security interest, whether due
after acceleration or otherwise.


 


“Permitted
Hedging Agreement” shall mean any Swap Agreement permitted to be entered
into by the Borrower or its Subsidiaries pursuant to Section 9.18 of the
Credit Agreement that is between the Borrower or any of its Subsidiaries and
any Lender or any Affiliate of any Lender, regardless of whether such Person or
its Affiliate is a Lender thereafter.


 


“Pledged
Securities” shall mean: (i) the equity interests described or referred
to in Schedule 2; and (ii) (a) the certificates or instruments, if
any, representing such equity interests, (b) all dividends (cash, stock or
otherwise), cash, instruments, rights to subscribe, purchase or sell and all
other rights and property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such equity
interests, (c) all replacements, additions to and substitutions for any of
the property referred to in this definition, including, without limitation,
claims against third parties, (d) the proceeds, interest, profits and
other income of or on any of the property referred to in this definition and (e) all
books and records relating to any of the property referred to in this
definition.


 


“Secured
Parties” shall mean, collectively, the Administrative Agent, the Issuing
Bank, the Lenders, and any Lender or Affiliate of a Lender that is a party to a
Permitted Hedging Agreement and those counterparties to Permitted Hedging
Agreements that were entered into while such Person or its Affiliate was a
Lender, regardless of whether such Person is a Lender or an Affiliate
thereafter.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


Section 1.02                                Other
Definitional Provisions; References. The meanings given to
terms defined herein shall be equally applicable to both the singular and
plural forms of such terms. The gender of all words shall include the
masculine, feminine, and neuter, as appropriate. The words “herein,” “hereof,”
“hereunder” and other words of similar import when used in this Agreement refer
to this Agreement as a whole, and not to any particular article, section or
subsection. Any reference herein to a Section shall be deemed to refer to
the applicable Section of this Agreement unless otherwise stated herein.
Any reference herein to an exhibit, schedule or annex shall be deemed to refer
to the applicable exhibit, schedule or annex attached hereto unless otherwise
stated herein.


 


2

















 


ARTICLE II

Guarantee


 


Section 2.01                                Guarantee.


 


(a)                                  The Guarantor
hereby unconditionally and irrevocably guarantees to the Administrative Agent,
for the ratable benefit of the Secured Parties and each of their respective
successors, endorsees, transferees and assigns, the prompt and complete payment
and performance by the Borrower and its Subsidiaries when due (whether at the
stated maturity, by acceleration or otherwise) of the Obligations. This is a
guarantee of payment and not collection and the liability of the Guarantor is
primary and not secondary.


 


(b)                                 Anything herein
or in any other Loan Document to the contrary notwithstanding, the maximum
liability of the Guarantor hereunder and under the other Loan Documents shall
in no event exceed the amount which can be guaranteed by the Guarantor under
applicable federal and state laws relating to the insolvency of debtors.


 


(c)                                  The Guarantor
agrees that the Obligations may at any time and from time to time exceed the
amount of the liability of the Guarantor hereunder without impairing the
guarantee contained in this Article II or affecting the rights and
remedies of the Administrative Agent or any Secured Party hereunder.


 


(d)                                 The Guarantor
agrees that if the maturity of any of the Obligations is accelerated by
bankruptcy or otherwise, such maturity shall also be deemed accelerated for the
purpose of this guarantee without demand or notice to the Guarantor. The
guarantee contained in this Article II shall remain in full force and
effect until all the Obligations shall have been satisfied by payment in full,
no Letter of Credit shall be outstanding and all Permitted Hedging Agreements
secured hereby and the Credit Agreement and the total Commitments shall be
terminated, notwithstanding that from time to time during the term of the
Credit Agreement, no Obligations may be outstanding.


 


(e)                                  No payment made
by the Borrower, any other guarantor or any other Person or received or
collected by the Administrative Agent or any other Secured Party from the
Borrower, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder
which shall, notwithstanding any such payment (other than any payment made by
the Guarantor in respect of the Obligations or any payment received or
collected from the Guarantor in respect of the Obligations), remain liable for
the Obligations up to the maximum liability of the Guarantor hereunder until
the Obligations are paid in full, no Letter of Credit shall be outstanding, and
all Permitted Hedging Agreements secured hereby and the Credit Agreement and
the total Commitments are terminated.


 


3

















 


Section 2.02                                Payments. The Guarantor hereby agrees
and guarantees that payments hereunder will be paid to the Administrative Agent
without set-off or counterclaim in United States dollars at the Administrative
Agent’s principal office in Denver, Colorado.


 


ARTICLE III

Grant of Security Interest


 


Section 3.01                                Grant of Security Interest. The
Guarantor hereby pledges, assigns and transfers to the Administrative Agent,
and grants to the Administrative Agent, for the ratable benefit of the Secured
Parties, a security interest in all of the following property now owned or at
any time hereafter acquired by the Guarantor or in which the Guarantor now has
or at any time in the future may acquire any right, title or interest and
whether now existing or hereafter coming into existence (collectively, the “Collateral”),
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:


 


(1)                                  all Pledged Securities;


 


(2)                                  all books and records pertaining to the Collateral; and


 


(3)                                  to the extent not otherwise included, all Proceeds and products of any
and all of the foregoing and all collateral security and guarantees given with respect
to any of the foregoing.


 


Section 3.02                                Transfer of Pledged Securities.  All certificates and instruments representing
or evidencing the Pledged Securities shall be delivered to and held pursuant
hereto by the Administrative Agent or a Person designated by the Administrative
Agent and, in the case of an instrument or certificate in registered form,
shall be duly indorsed to the Administrative Agent or in blank by an effective
indorsement (whether on the certificate or instrument or on a separate writing),
and accompanied by any required transfer tax stamps to effect the pledge of the
Pledged Securities to the Administrative Agent. Notwithstanding the preceding
sentence, all Pledged Securities must be delivered or transferred in such
manner, and the Guarantor shall take all such further action as may be
requested by the Administrative Agent, as to permit the Administrative Agent to
be a “protected purchaser” to the extent of its security interest as provided
in Section 8-303 of the Colorado UCC (if the Administrative Agent
otherwise qualifies as a protected purchaser).


 


ARTICLE IV

Acknowledgments, Waivers and Consents


 


Section 4.01                                Acknowledgments, Waivers and Consents.


 


(a)                                  The Guarantor acknowledges and agrees that the obligations undertaken by
it under this Agreement involve the guarantee and provision of collateral
security for the obligations of Persons other than the Guarantor and that the
Guarantor’s guarantee and provision


 


4

















 


of collateral security for the Obligations are absolute,
irrevocable and unconditional under any and all circumstances. In full
recognition and furtherance of the foregoing, the Guarantor understands and
agrees, to the fullest extent permitted under applicable law and except as may
otherwise be expressly and specifically provided in the Loan Documents, that
the Guarantor shall remain obligated hereunder (including, without limitation,
with respect to the guarantee by the Guarantor hereby and the collateral
security provided by the Guarantor herein) and the enforceability and
effectiveness of this Agreement and the liability of the Guarantor, and the
rights, remedies, powers and privileges of the Administrative Agent and the
other Secured Parties under this Agreement and the other Loan Documents shall
not be affected, limited, reduced, discharged or terminated in any way:


 


(i)                                     notwithstanding that, without any reservation of rights against the
Guarantor and without notice to or further assent by the Guarantor, (A) any
demand for payment of any of the Obligations made by the Administrative Agent
or any other Secured Party may be rescinded by the Administrative Agent or such
other Secured Party and any of the Obligations continued; (B) the
Obligations, the liability of any other Person upon or for any part thereof or
any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released
by, or any indulgence or forbearance in respect thereof granted by, the
Administrative Agent or any other Secured Party; (C) the Credit Agreement,
the other Loan Documents, any Permitted Hedging Agreement and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent (or the Majority Lenders or all Lenders, as the case may
be) may deem advisable from time to time; (D) the Borrower, its Subsidiaries
or any other Person may from time to time accept or enter into new or
additional agreements, security documents, guarantees or other instruments in
addition to, in exchange for or relative to, any Loan Document or Permitted
Hedge Agreement, all or any part of the Obligations or any Collateral now or in
the future serving as security for the Obligations; (E) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any other Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released; and (F) any other event
shall occur which constitutes a defense or release of sureties generally; and


 


(ii)                                  without regard to, and the Guarantor hereby expressly waives to the fullest
extent permitted by law any defense now or in the future arising by reason of, (A) the
illegality, invalidity or unenforceability of the Credit Agreement, any other
Loan Document, any Permitted Hedging Agreement, any of the Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or
any other Secured Party, (B) any defense, set-off or counterclaim (other
than a defense of payment or performance) which may at any time be available to
or be asserted by the Guarantor or any other Person against the Administrative
Agent or any other Secured Party, (C) the insolvency, bankruptcy
arrangement, reorganization, adjustment, composition, liquidation, disability,
dissolution or lack of power of the Guarantor or any other Person at any time
liable for the payment of all or part of the Obligations or the failure of the
Administrative


 


5

















 


Agent
or any other Secured Party to file or enforce a claim in bankruptcy or other
proceeding with respect to any Person; or any sale, lease or transfer of any or
all of the assets of the Guarantor, or any changes in the shareholders of the
Guarantor; (D) the fact that any Collateral or Lien contemplated or
intended to be given, created or granted as security for the repayment of the
Obligations shall not be properly perfected or created, or shall prove to be
unenforceable or subordinate to any other Lien, it being recognized and agreed
by the Guarantor that it is not entering into this Agreement in reliance on, or
in contemplation of the benefits of, the validity, enforceability,
collectability or value of any of the Collateral for the Obligations; (E) any
failure of the Administrative Agent or any other Secured Party to marshal
assets in favor of the Guarantor or any other Person, to exhaust any collateral
for all or any part of the Obligations, to pursue or exhaust any right, remedy,
power or privilege it may have against the Guarantor or any other Person or to
take any action whatsoever to mitigate or reduce the Guarantor’s liability
under this Agreement or any other Loan Document; (F) any law which
provides that the obligation of a surety or guarantor must neither be larger in
amount nor in other respects more burdensome than that of the principal or
which reduces a surety’s or guarantor’s obligation in proportion to the
principal obligation; (G) the possibility that the Obligations may at any
time and from time to time exceed the aggregate liability of the Guarantor
under this Agreement; or (H) any other circumstance or act whatsoever
(with or without notice to or knowledge of the Guarantor), which constitutes,
or might be construed to constitute, an equitable or legal discharge or defense
of the Borrower for the Obligations, or of the Guarantor under the guarantee
contained in Article II or with respect to the collateral security
provided by the Guarantor herein, or which might be available to a surety or
guarantor, in bankruptcy or in any other instance.


 


(b)                                 The Guarantor
hereby waives to the extent permitted by law: (i) except as expressly
provided otherwise in any Loan Document, all notices to the Guarantor, or to
any other Person, including but not limited to, notices of the acceptance of
this Agreement, the guarantee contained in Article II or the provision of
collateral security provided herein, or the creation, renewal, extension,
modification, accrual of any Obligations, or notice of or proof of reliance by
the Administrative Agent or any other Secured Party upon the guarantee
contained in Article II or upon the collateral security provided herein,
or of default in the payment or performance of any of the Obligations owed to
the Administrative Agent or any other Secured Party and enforcement of any
right or remedy with respect thereto; or notice of any other matters relating
thereto; the Obligations, and any of them, shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon the guarantee contained in Article II and the collateral
security provided herein and no notice of creation of the Obligations or any
extension of credit already or hereafter contracted by or extended to the
Borrower need be given to the Guarantor; and all dealings between the Borrower
and the Guarantor, on the one hand, and the Administrative Agent and the other
Secured Parties, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in Article II
and on the collateral security provided herein; (ii) diligence and demand
of payment, presentment, protest, dishonor and notice of dishonor; (iii) any
statute of limitations affecting the Guarantor’s liability hereunder or the
enforcement thereof; (iv) all rights of revocation with respect to the
Obligations, the guarantee contained in Article II


 


6

















 


and the provision of collateral security herein; and (v) all
principles or provisions of law which conflict with the terms of this Agreement
and which can, as a matter of law, be waived.


 


(c)                                  When making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against the Guarantor, the Administrative Agent or any other Secured
Party may, but shall be under no obligation to, join or make a similar demand
on or otherwise pursue or exhaust such rights and remedies as it may have
against the Borrower or any other Person or against any collateral security or
guarantee for the Obligations or any right of offset with respect thereto, and
any failure by the Administrative Agent or any other Secured Party to make any
such demand, to pursue such other rights or remedies or to collect any payments
from the Borrower or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release
of the Borrower or any other Person or any such collateral security, guarantee
or right of offset, shall not relieve the Guarantor of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Administrative
Agent or any other Secured Party against the Guarantor. For the purposes hereof
“demand” shall include the commencement and continuance of any legal
proceedings. Neither the Administrative Agent nor any other Secured Party shall
have any obligation to protect, secure, perfect or insure any Lien at any time
held by it as security for the Obligations or for the guarantee contained in Article II
or any property subject thereto.


 


Section 4.02                                No Subrogation,
Contribution or Reimbursement.
Notwithstanding any payment made by the Guarantor hereunder or any set-off or
application of funds of the Guarantor by the Administrative Agent or any other
Secured Party, the Guarantor shall not be entitled to be subrogated to any of
the rights of the Administrative Agent or any other Secured Party against the
Borrower or any collateral security or guarantee or right of offset held by the
Administrative Agent or any other Secured Party for the payment of the
Obligations, nor shall the Guarantor seek or be entitled to seek any indemnity,
exoneration, participation, contribution or reimbursement from the Borrower in
respect of payments made by the Guarantor hereunder, and the Guarantor hereby
expressly waives, releases, and agrees not to exercise any all such rights of
subrogation, reimbursement, indemnity and contribution. The Guarantor further
agrees that to the extent that such waiver and release set forth herein is
found by a court of competent jurisdiction to be void or voidable for any
reason, any rights of subrogation, reimbursement, indemnity and contribution
the Guarantor may have against the Borrower or against any collateral or
security or guarantee or right of offset held by the Administrative Agent or
any other Secured Party shall be junior and subordinate to any rights the
Administrative Agent and the other Secured Parties may have against the
Borrower and the Guarantor and to all right, title and interest the
Administrative Agent and the other Secured Parties may have in any collateral
or security or guarantee or right of offset. The Administrative Agent, for the
benefit of the Secured Parties, may use, sell or dispose of any item of
Collateral or security as it sees fit without regard to any subrogation rights
the Guarantor may have, and upon any disposition or sale, any rights of
subrogation the Guarantor may have shall terminate.


 


7
















 


ARTICLE V

Representations and Warranties


 


To
induce the Administrative Agent and the other Secured Parties to enter into the
Credit Agreement and to induce the Lenders to make their respective extensions
of credit to the Borrower thereunder and to induce the Lenders and Affiliates
of the Lenders to enter into Permitted Hedging Agreements, the Guarantor hereby
represents and warrants to the Administrative Agent and each other Secured
Party that:


 


Section 5.01                                Representations
in Credit Agreement. The representations and warranties set forth in Article VII
of the Credit Agreement as they relate to the Guarantor or to the Loan
Documents to which the Guarantor is a party are true and correct in all
material respects, provided that each reference in each such representation and
warranty to the Borrower’s knowledge shall, for the purposes of this Section 5.01,
be deemed to be a reference to the Guarantor’s knowledge.


 


Section 5.02                                Benefit to the
Guarantor. The Borrower is a member of an affiliated group of
companies that includes the Guarantor, and the Borrower and the Guarantor are
engaged in related businesses. The Guarantor is the parent of the Borrower and
its guaranty and surety obligations pursuant to this Agreement reasonably may
be expected to benefit, directly or indirectly, it; and it has determined that
this Agreement is necessary and convenient to the conduct, promotion and
attainment of the business of the Guarantor and the Borrower.


 


Section 5.03                                Solvency. The Guarantor
(i) is not insolvent as of the date hereof and will not be rendered
insolvent as a result of this Agreement (after giving effect to Section 2.01(a)),
(ii) is not engaged in a business or a transaction, or about to engage in
a business or a transaction, for which any Property or assets remaining with it
constitute unreasonably small capital, and (iii) does not intend to incur,
or believe it will incur, debts that will be beyond its ability to pay as such
debts mature.


 


Section 5.04                                Title; No Other
Liens. Except for the security interest granted to the Administrative Agent
for the ratable benefit of the Secured Parties pursuant to this Agreement and
Excepted Liens, the Guarantor is the legal and beneficial owner of the
Collateral free and clear of any and all Liens. No financing statement or other
public notice with respect to all or any part of the Collateral is on file or
of record in any public office, except such as have been filed in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, pursuant
to this Agreement, the Security Instruments or as are filed to secure Liens
permitted by Section 9.03 of the Credit Agreement.


 


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Section 5.05                                Perfected First
Priority Liens. The security interests granted pursuant to this
Agreement (a) upon completion of the filings and other actions specified
on Schedule 3 (which, in the case of all filings and other documents referred
to on said Schedule, have been delivered to the Administrative Agent in
completed and duly executed form), will constitute valid perfected security
interests in all of the Collateral in favor of the Administrative Agent, for
the ratable benefit of the Secured Parties, as collateral security for the
Guarantor’s obligations, enforceable in accordance with the terms hereof
against all creditors of the Guarantor and any Persons purporting to purchase
any Collateral from the Guarantor and (b) are prior to all other Liens on
the Collateral in existence on the date hereof except for Excepted Liens which
have priority over the Liens on the Collateral by operation of law. No
effective financing statement or other registration or instrument similar in
effect covering any Collateral is on file in any recording office except any
that has been filed in favor of the Secured Parties relating to this Agreement
and any that has been filed to perfect or protect any Excepted Lien.


 


Section 5.06                                Legal Name,
Organizational Status, Chief Executive Office. On the date hereof, the
correct legal name of the Guarantor, the Guarantor’s jurisdiction of
organization, organizational number, taxpayor identification number and the
location of the Guarantor’s chief executive office or sole place of business
are specified on Schedule 4.


 


Section 5.07                                Prior Names,
Addresses, Locations of Tangible Assets. Schedule 5 correctly sets
forth (a) all names and trade names that the Guarantor has used in the
last five years and (b) the chief executive office of the Guarantor over
the last five years (if different from that which is set forth in Section 5.06
above).


 


Section 5.08                                Pledged
Securities. The shares (or such other interests) of
Pledged Securities pledged by the Guarantor hereunder constitute all the issued
and outstanding shares (or such other interests) of all classes of the capital
stock or other equity interests of each Issuer owned by the Guarantor. All the
shares (or such other interests) of the Pledged Securities have been duly
authorized and validly issued and are fully paid and nonassessable; and the
Guarantor is the record and beneficial owner of, and has good title to, the
Pledged Securities pledged by it hereunder, free of any and all Liens except
Excepted Liens or options in favor of, or claims of, any other Person, except
the security interest created by this Agreement.


 


ARTICLE VI

Covenants


 


The
Guarantor covenants and agrees with the Administrative Agent and the other
Secured Parties that, from and after the date of this Agreement until the
Obligations shall have been paid in full, no Letter of Credit shall be
outstanding and the total Commitments shall have terminated:


 


9

















 


Section 6.01                                Covenants in
Credit Agreement. The Guarantor shall
take, or shall refrain from taking, as the case may be, each action that is
necessary to be taken or not taken, as the case may be, so that no Default or
Event of Default is caused by the failure to take such action or to refrain
from taking such action by the Guarantor.


 


Section 6.02                                Maintenance of
Perfected Security Interest; Further Documentation.


 


(a)                                  The Guarantor shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority
described in Section 5.05 and shall defend such security interest against
the claims and demands of all Persons whomsoever except for Excepted Liens.


 


(b)                                 At any time and from time to time, upon the request of the Administrative
Agent or any other Secured Party, and at the sole expense of the Guarantor, the
Guarantor will promptly and duly give, execute, deliver, indorse, file or
record any and all financing statements, continuation statements, amendments,
notices (including, without limitation, notifications to financial institutions
and any other Person), contracts, agreements, assignments, certificates, stock
powers or other instruments, obtain any and all governmental approvals and
consents and take or cause to be taken any and all steps or acts that may be
necessary or advisable or as the Administrative Agent may reasonably request to
create, perfect, establish the priority of, or to preserve the validity,
perfection or priority of, the Liens granted by this Agreement or to enable the
Administrative Agent or any other Secured Party to enforce its rights,
remedies, powers and privileges under this Agreement with respect to such Liens
or to otherwise obtain or preserve the full benefits of this Agreement and the
rights, powers and privileges herein granted.


 


(c)                                  This Section 6.02 and the obligations imposed on the Guarantor by
this Section 6.02 shall be interpreted as broadly as possible in favor of
the Administrative Agent and the other Secured Parties in order to effectuate
the purpose and intent of this Agreement.


 


Section 6.03                                Changes in
Locations, Name, etc. The Guarantor
recognizes that financing statements pertaining to the Collateral have been or
may be filed where the Guarantor maintains any Collateral or is organized.
Without limitation of any other covenant herein, the Guarantor will not cause
or permit (a) any change to be made in its name, identity or corporate
structure or (b) the Guarantor’s jurisdiction of organization, unless the
Guarantor shall have first (i) notified the Administrative Agent and the
other Secured Parties of such change at least thirty (30) days prior to the
effective date of such change, and (ii) taken all action reasonably
requested by the Administrative Agent or any other Secured Party for the
purpose of maintaining the perfection and priority of the Administrative
Agent’s security interests under this Agreement. In any notice furnished
pursuant to this Section 6.03, the Guarantor will expressly state in a
conspicuous manner that the notice is required by this Agreement and contains
facts that may require additional filings of financing statements or other
notices for the purposes of continuing perfection of the Administrative Agent’s
security interest in the Collateral.


 


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Section 6.04                                Pledged
Securities.


 


(a)                                  If the Guarantor shall become entitled to receive or shall receive any
stock certificate or other instrument (including, without limitation, any
certificate or instrument representing a dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate or instrument issued in connection with any reorganization), option
or rights in respect of the capital stock or other equity interests of any
Issuer, whether in addition to, in substitution of, as a conversion of, or in
exchange for, any shares (or such other interests) of the Pledged Securities,
or otherwise in respect thereof, the Guarantor shall accept the same as the
agent of the Administrative Agent and the other Secured Parties, hold the same
in trust for the Administrative Agent and the other Secured Parties and deliver
the same forthwith to the Administrative Agent in the exact form received, duly
indorsed by the Guarantor to the Administrative Agent, if required, together
with an undated stock power or other equivalent instrument of transfer
acceptable to the Administrative Agent covering such certificate or instrument
duly executed in blank by the Guarantor and with, if the Administrative Agent
so requests, signature guaranteed, to be held by the Administrative Agent,
subject to the terms hereof, as additional collateral security for the
Obligations.


 


(b)                                 Without the prior written consent of the Administrative Agent, the
Guarantor will not (i) unless otherwise permitted hereby, vote to enable,
or take any other action to permit, any Issuer to issue any stock or other
equity interests of any nature or to issue any other securities or interests
convertible into or granting the right to purchase or exchange for any stock or
other equity interests of any nature of any Issuer, (ii) sell, assign,
transfer, exchange or otherwise dispose of, or grant any option with respect
to, the Pledged Securities or Proceeds thereof (except pursuant to a
transaction expressly permitted by the Credit Agreement), (iii) create,
incur or permit to exist any Lien except for Excepted Liens or option in favor
of, or any claim of any Person with respect to, any of the Pledged Securities
or Proceeds thereof, or any interest therein, except for the security interests
created by this Agreement or (iv) enter into any agreement or undertaking
restricting the right or ability of the Guarantor or the Administrative Agent
to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.


 


(c)                                  The Guarantor shall furnish to the Administrative Agent such stock powers
and other equivalent instruments of transfer as may be required by the
Administrative Agent to assure the transferability of and the perfection of the
security interest in the Pledged Securities when and as often as may be
reasonably requested by the Administrative Agent.


 


(d)                                 The Pledged Securities will at all times constitute not less than 100% of
the capital stock or other equity interests of the Issuer thereof owned by the
Guarantor. The Guarantor will not permit any Issuer of any of the Pledged
Securities to issue any new shares (or other interests) of any class of capital
stock or other equity interests of such Issuer without the prior written
consent of the Administrative Agent.


 


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ARTICLE VII

Remedial Provisions


 


Section 7.01                                Pledged Securities.


 


(a)                                  Unless an Event of Default shall have occurred and be continuing and the
Administrative Agent shall have given notice to the Guarantor of the
Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b),
the Guarantor shall be permitted to receive all cash dividends paid in respect
of the Pledged Securities paid in the normal course of business of the relevant
Issuer, to the extent permitted in the Credit Agreement, and to exercise all
voting and corporate rights with respect to the Pledged Securities.


 


(b)                                 If an Event of Default shall occur and be continuing, then at any time in
the Administrative Agent’s discretion without notice, (i) the
Administrative Agent shall have the right to receive any and all cash dividends,
payments or other Proceeds paid in respect of the Pledged Securities and make
application thereof to the Obligations in accordance with Section 10.02 of
the Credit Agreement, and (ii) any or all of the Pledged Securities shall
be registered in the name of the Administrative Agent or its nominee, and the
Administrative Agent or its nominee may thereafter exercise (x) all
voting, corporate and other rights pertaining to such Pledged Securities at any
meeting of shareholders (or other equivalent body) of the relevant Issuer or
Issuers or otherwise and (y) any and all rights of conversion, exchange
and subscription and any other rights, privileges or options pertaining to such
Pledged Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Securities upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the organizational structure of any Issuer, or upon
the exercise by the Guarantor or the Administrative Agent of any right,
privilege or option pertaining to such Pledged Securities, and in connection
therewith, the right to deposit and deliver any and all of the Pledged
Securities with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Administrative Agent
may determine), all without liability except to account for property actually
received by it, but the Administrative Agent shall have no duty to the Guarantor
to exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing.


 


(c)                                  The Guarantor hereby authorizes and instructs each Issuer of any Pledged
Securities pledged by the Gurantor hereunder to (i) comply with any
instruction received by it from the Administrative Agent in writing that (x) states
that an Event of Default has occurred and is continuing and (y) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from the Guarantor, and the Guarantor agrees that each
Issuer shall be fully protected in so complying, and (ii) unless otherwise
expressly permitted hereby, pay any dividends or other payments with respect to
the Pledged Securities directly to the Administrative Agent.


 


(d)                                 After the occurrence and during the continuation of an Event of Default,
if the Issuer of any Pledged Securities is the subject of bankruptcy,
insolvency, receivership, custodianship or other proceedings under the
supervision of any Governmental Authority, then


 


12

















 


all rights of the Guarantor in respect thereof to exercise
the voting and other consensual rights which the Guarantor would otherwise be
entitled to exercise with respect to the Pledged Securities issued by such
Issuer shall cease, and all such rights shall thereupon become vested in the
Administrative Agent who shall thereupon have the sole right to exercise such
voting and other consensual rights, but the Administrative Agent shall have no
duty to exercise any such voting or other consensual rights and shall not be
responsible for any failure to do so or delay in so doing.


 


Section 7.02                                Colorado UCC
and Other Remedies.


 


(a)                                  If an Event of Default shall occur and be continuing, the Administrative Agent,
on behalf of the Secured Parties, may exercise in its discretion, in addition
to all other rights, remedies, powers and privileges granted to them in this
Agreement, the other Loan Documents, any Permitted Hedging Agreement and in any
other instrument or agreement securing, evidencing or relating to the
Obligations, all rights, remedies, powers and privileges of a secured party
under the Colorado UCC (whether the Colorado UCC is in effect in the
jurisdiction where such rights, remedies, powers or privileges are asserted) or
any other applicable law or otherwise available at law or equity. Without
limiting the generality of the foregoing, the Administrative Agent, without
demand of performance or other demand, presentment, protest, advertisement or
notice of any kind (except any notice required by law referred to below) to or
upon the Guarantor or any other Person (all and each of which demands,
defenses, advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of
the Administrative Agent or any other Secured Party or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk. The Administrative Agent or any other Secured Party shall have the
right upon any such public sale or sales, and, to the extent permitted by law,
upon any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Guarantor,
which right or equity is hereby waived and released. If an Event of Default shall
occur and be continuing, the Guarantor further agrees, at the Administrative
Agent’s request, to assemble the Collateral and make it available to the
Administrative Agent at places which the Administrative Agent shall reasonably
select, whether at the Guarantor’s premises or elsewhere. Any such sale or
transfer by the Administrative Agent either to itself or to any other Person
shall be absolutely free from any claim of right by the Guarantor, including
any equity or right of redemption, stay or appraisal which the Guarantor has or
may have under any rule of law, regulation or statute now existing or
hereafter adopted. Upon any such sale or transfer, the Administrative Agent
shall have the right to deliver, assign and transfer to the purchaser or
transferee thereof the Collateral so sold or transferred. The Administrative
Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.02,
after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any


 


13

















 


way
relating to the Collateral or the rights of the Administrative Agent and the
other Secured Parties hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the
Obligations, in accordance with Section 10.02 of the Credit Agreement, and
only after such application and after the payment by the Administrative Agent
of any other amount required by any provision of law, including, without
limitation, Section 9-615 of the Colorado UCC, need the Administrative
Agent account for the surplus, if any, to the Guarantor. To the extent
permitted by applicable law, the Guarantor waives all claims, damages and
demands it may acquire against the Administrative Agent or any other Secured
Party arising out of the exercise by them of any rights hereunder. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.


 


(b)                                 In the event
that the Administrative Agent elects not to sell the Collateral, the
Administrative Agent retains its rights to dispose of or utilize the Collateral
or any part or parts thereof in any manner authorized or permitted by law or in
equity, and to apply the proceeds of the same towards payment of the
Obligations. Each and every method of disposition of the Collateral described
in this Agreement shall constitute disposition in a commercially reasonable
manner. The Administrative Agent may appoint any Person as agent to perform any
act or acts necessary or incident to any sale or transfer of the Collateral.


 


Section 7.03                                Private Sales of Pledged Securities. The Guarantor
recognizes that the Administrative Agent may be unable to effect a public sale
of any or all the Pledged Securities, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or
otherwise, and may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers which will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof. The Guarantor acknowledges
and agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Administrative Agent shall be
under no obligation to delay a sale of any of the Pledged Securities for the
period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so. The Guarantor agrees
to use commercially reasonable efforts to do or cause to be done all such other
acts as may reasonably be necessary to make such sale or sales of all or any
portion of the Pledged Securities pursuant to this Section 7.03 valid and
binding and in compliance with any and all other applicable Governmental
Requirements. The Guarantor further agrees that a breach of any of the
covenants contained in this Section 7.03 will cause irreparable injury to
the Administrative Agent and the other Secured Parties, that the Administrative
Agent and the other Secured Parties have no adequate remedy at law in respect
of such breach and, as a consequence, that each and every covenant contained in
this Section 7.03 shall be specifically enforceable against the Guarantor,
and the Guarantor hereby waives and agrees not to assert any defenses against
an action for specific performance of such covenants.


 


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Section 7.04                                Waiver;
Deficiency. To the extent permitted
by applicable law, the Guarantor waives and agrees not to assert any rights or
privileges which it may acquire under the Colorado UCC or any other applicable
law. The Guarantor shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Collateral are insufficient to pay its
Obligations and the fees and disbursements of any attorneys employed by the
Administrative Agent or any other Secured Party to collect such deficiency.


 


Section 7.05                                Non-Judicial
Enforcement. The Administrative Agent
may enforce its rights hereunder without prior judicial process or judicial
hearing, and to the extent permitted by law, the Guarantor expressly waives any
and all legal rights which might otherwise require the Administrative Agent to
enforce its rights by judicial process.


 


ARTICLE VIII

The Administrative Agent


 


Section 8.01                                Administrative
Agent’s Appointment as Attorney-in-Fact, Etc.


 


(a)                                  The Guarantor hereby irrevocably constitutes and appoints the Administrative
Agent and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of the Guarantor and in the name of the Guarantor or in its
own name, for the purpose of carrying out the terms of this Agreement, to take
any and all reasonably appropriate action and to execute any and all documents
and instruments which may be reasonably necessary or desirable to accomplish
the purposes of this Agreement, and, without limiting the generality of the
foregoing, the Guarantor hereby gives the Administrative Agent the power and right,
on behalf of the Guarantor, without notice to or assent by the Guarantor, to do
any or all of the following:


 


(i)                                     pay or discharge taxes and Liens levied or placed on or threatened
against the Collateral, effect any repairs or any insurance called for by the
terms of this Agreement and pay all or any part of the premiums therefor and
the costs thereof;


 


(ii)                                  execute, in connection with any sale provided for in Section 7.02 or
Section 7.03, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral; and


 


(iii)                               (A) direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Administrative Agent or as the Administrative Agent
shall direct; (B) ask or demand for, collect, and receive payment of and
receipt for, any and all moneys, claims and other amounts due or to become due
at any time in respect of or arising out of any Collateral; (C) defend any
suit, action or proceeding brought against the Guarantor with respect to any
Collateral; (D) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as
the Administrative Agent may deem appropriate; and (E) generally, sell,
transfer, pledge and make any agreement with respect to or otherwise deal with
any of the Collateral as fully and completely as though the Administrative
Agent were the absolute owner


 


15
















 


thereof for all purposes, and do, at the Administrative
Agent’s option and the Guarantor’s expense, at any time, or from time to time,
all acts and things which the Administrative Agent deems necessary to protect,
preserve or realize upon the Collateral and the Administrative Agent’s and the
other Secured Parties’ security interests therein and to effect the intent of
this Agreement, all as fully and effectively as the Guarantor might do.


 


Anything in this Section 8.01(a) to the
contrary notwithstanding, the Administrative Agent agrees that it will not
exercise any rights under the power of attorney provided for in this Section 8.01(a) unless
an Event of Default shall have occurred and be continuing.


 


(b)                            If the Guarantor fails to perform or comply with any of its agreements
contained herein within the applicable grace periods, the Administrative Agent,
at its option, but without any obligation so to do, may perform or comply, or
otherwise cause performance or compliance, with such agreement.


 


(c)                             The expenses of the Administrative Agent incurred in connection with
actions undertaken as provided in this Section 8.01, together with
interest thereon at the post-default rate specified in Section 3.02(c) of
the Credit Agreement from the date of payment by the Administrative Agent to
the date reimbursed by the Guarantor, shall be payable by the Guarantor to the
Administrative Agent on demand.


 


(d)                            The Guarantor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue and in compliance hereof. All powers,
authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.


 


Section 8.02                             Duty of Administrative Agent. The
Administrative Agent’s sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207
of the Colorado UCC or otherwise, shall be to deal with it in the same manner
as the Administrative Agent deals with similar property for its own account and
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which comparable secured parties accord
comparable collateral. Neither the Administrative Agent, any other Secured
Party nor any of their respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or for any delay in doing so or shall be under any obligation to
sell or otherwise dispose of any Collateral upon the request of the Guarantor
or any other Person or to take any other action whatsoever with regard to the
Collateral or any part thereof. The powers conferred on the Administrative
Agent and the other Secured Parties hereunder are solely to protect the
Administrative Agent’s and the other Secured Parties’ interests in the
Collateral and shall not impose any duty upon the Administrative Agent or any
other Secured Party to exercise any such powers. The Administrative Agent and
the other Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers, and neither they
nor any of their officers, directors, employees or agents shall be responsible
to the Guarantor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct. To the fullest extent permitted by
applicable law, the


 


16

















 


Administrative Agent shall be under no duty whatsoever to
make or give any presentment, notice of dishonor, protest, demand for
performance, notice of non-performance, notice of intent to accelerate, notice
of acceleration, or other notice or demand in connection with any Collateral or
the Obligations, or to take any steps necessary to preserve any rights against
the Guarantor or other Person or ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relative to
any Collateral, whether or not it has or is deemed to have knowledge of such
matters. The Guarantor, to the extent permitted by applicable law, waives any
right of marshaling in respect of any and all Collateral, and waives any right
to require the Administrative Agent or any other Secured Party to proceed
against the Guarantor or other Person, exhaust any Collateral or enforce any
other remedy which the Administrative Agent or any other Secured Party now has
or may hereafter have against the Guarantor or other Person.


 


Section 8.03                             Execution of Financing Statements.
Pursuant to the Colorado UCC and any other applicable law, the Guarantor
authorizes the Administrative Agent, its counsel or its representative, at any
time and from time to time, to file or record financing statements,
continuation statements, amendments thereto and other filing or recording
documents or instruments with respect to the Collateral without the signature
of the Guarantor in such form and in such offices as the Administrative Agent
reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement. A photographic or other reproduction
of this Agreement shall be sufficient as a financing statement or other filing
or recording document or instrument for filing or recording in any
jurisdiction.


 


Section 8.04                             Authority of Administrative Agent. The
Guarantor acknowledges that the rights and responsibilities of the
Administrative Agent under this Agreement with respect to any action taken by
the Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Agreement shall, as
between the Administrative Agent and the other Secured Parties, be governed by
the Credit Agreement and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Administrative Agent
and Guarantor, the Administrative Agent shall be conclusively presumed to be
acting as agent for the Secured Parties with full and valid authority so to act
or refrain from acting, and the Guarantor shall be under any obligation, or entitlement,
to make any inquiry respecting such authority.


 


ARTICLE IX


Subordination of
Indebtedness


 


Section 9.01                             Subordination of All Guarantor Claims. As
used herein, the term “Guarantor Claims” shall mean all debts and obligations
of the Borrower to the Guarantor, whether such debts and obligations now exist
or are hereafter incurred or arise, or whether the obligation of the debtor
thereon be direct, contingent, primary, secondary, several, joint and several,
or otherwise, and irrespective of whether such debts or obligations be
evidenced by note, contract, open account, or otherwise, and irrespective of
the Person or Persons in whose favor


 


17

















 


such
debts or obligations may, at their inception, have been, or may hereafter be
created, or the manner in which they have been or may hereafter be acquired by.
After and during the continuation of an Event of Default, the Guarantor shall
not receive or collect, directly or indirectly, from any obligor in respect thereof
any amount upon the Guarantor Claims.


 


Section 9.02                             Claims in
Bankruptcy. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor’s relief or other insolvency proceedings
involving the Guarantor, the Administrative Agent on behalf of the Secured
Parties shall have the right to prove their claim in any proceeding, so as to
establish their rights hereunder and receive directly from the receiver,
trustee or other court custodian, dividends and payments which would otherwise
be payable upon Guarantor Claims. The Guarantor hereby assigns such dividends
and payments to the Administrative Agent for the benefit of the Secured Parties
for application against the Obligations as provided under Section 10.02 of
the Credit Agreement. Should any Agent or Secured Party receive, for
application upon the Obligations, any such dividend or payment which is
otherwise payable to the Guarantor, and which, as between the Guarantor, shall
constitute a credit upon the Guarantor Claims, then upon payment in full of the
Obligations, the intended recipient shall become subrogated to the rights of
the Administrative Agent and the other Secured Parties to the extent that such
payments to the Administrative Agent and the other Secured Parties on the
Guarantor Claims have contributed toward the liquidation of the Obligations,
and such subrogation shall be with respect to that proportion of the
Obligations which would have been unpaid if the Administrative Agent and the
other Secured Parties had not received dividends or payments upon the Guarantor
Claims.


 


Section 9.03                             Payments Held
in Trust. In the event that notwithstanding Section 9.01
and Section 9.02, the Guarantor should receive any funds, payments, claims
or distributions which is prohibited by such Sections, then it agrees: (a) to
hold in trust for the Administrative Agent and the other Secured Parties an
amount equal to the amount of all funds, payments, claims or distributions so
received, and (b) that it shall have absolutely no dominion over the
amount of such funds, payments, claims or distributions except to pay them
promptly to the Administrative Agent, for the benefit of the Secured Parties;
and the Guarantor covenants promptly to pay the same to the Administrative
Agent.


 


Section 9.04                             Liens
Subordinate. The Guarantor agrees that, until the Obligations
are paid in full and the total Commitments terminated, any Liens securing
payment of the Guarantor Claims shall be and remain inferior and subordinate to
any Liens securing payment of the Obligations, regardless of whether such
encumbrances in favor of the Guarantor, the Administrative Agent or any other
Secured Party presently exist or are hereafter created or attach. Without the
prior written consent of the Administrative Agent, the Guarantor, during the period
in which any of the Obligations are outstanding or the total Commitments are in
effect, shall not (a) exercise or enforce any creditor’s right it may have
against any debtor in respect of the Guarantor Claims, or (b) foreclose,
repossess, sequester or otherwise take steps or institute any action or
proceeding (judicial or otherwise, including without limitation the
commencement of or joinder in any liquidation, bankruptcy, rearrangement,
debtor’s relief or insolvency proceeding) to enforce any Lien held by it.


 


18

















 


Section 9.05                             Notation of
Records. Upon the request of the Administrative Agent, all
promissory notes and all accounts receivable ledgers or other evidence of the
Guarantor Claims accepted by or held by the Guarantor shall contain a specific
written notice thereon that the indebtedness evidenced thereby is subordinated
under the terms of this Agreement.


 


ARTICLE X


Miscellaneous


 


Section 10.01                      Waiver. No failure on the part of the Administrative Agent or any other Secured
Party to exercise and no delay in exercising, and no course of dealing with
respect to, any right, remedy, power or privilege under any of the Loan
Documents shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under any of the Loan Documents
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
provided herein are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law. The exercise by the Administrative Agent
of any one or more of the rights, powers and remedies herein shall not be
construed as a waiver of any other rights, powers and remedies, including,
without limitation, any rights of set-off.


 


Section 10.02                      Notices. All notices and other communications provided for herein shall be given
in the manner and subject to the terms of Section 12.01 of the Credit
Agreement; provided that any such notice, request or demand to or upon the
Guarantor shall be addressed to the Guarantor at its notice address set forth
on Schedule 1.


 


Section 10.03                      Payment of
Expenses, Indemnities, Etc.


 


(a)                            The Guarantor agrees to pay or promptly reimburse the Administrative
Agent and each other Secured Party for all advances, charges, costs and
expenses (including, without limitation, all costs and expenses of holding,
preparing for sale and selling, collecting or otherwise realizing upon the
Collateral and all attorneys’ fees, legal expenses and court costs) incurred by
any Secured Party in connection with the exercise of its respective rights and
remedies hereunder, including, without limitation, any advances, charges, costs
and expenses that may be incurred in any effort to enforce any of the
provisions of this Agreement or any obligation of the Guarantor in respect of
the Collateral or in connection with (i) the preservation of the Lien of,
or the rights of the Administrative Agent or any other Secured Party under this
Agreement, (ii) any actual or attempted sale, lease, disposition,
exchange, collection, compromise, settlement or other realization in respect
of, or care of, the Collateral, including all such costs and expenses incurred
in any bankruptcy, reorganization, workout or other similar proceeding, or (iii) collecting
against the Guarantor under the guarantee contained in Article II or
otherwise enforcing or preserving any rights under this Agreement and the other
Loan Documents to which the Guarantor is a party.


 


(b)                            The Guarantor agrees to pay, and to save the Administrative Agent and the
other Secured Parties harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, reasonable costs,
reasonable expenses or disbursements of


 


19

















 


any
kind or nature whatsoever (including, without limitation, court costs and
reasonable attorneys’ fees, any and all liabilities with respect to, or
resulting from any delay in paying, any and all stamp, excise, sales or other
taxes which may be payable or determined to be payable with respect to any of
the Collateral or in connection with any of the transactions contemplated by
this Agreement) incurred because of, incident to, or with respect to, the
Collateral (including, without limitation, any exercise of rights or remedies
in connection therewith) or the execution, delivery, enforcement, performance
and administration of this Agreement, to the extent the Borrower would be
required to do so pursuant to Section 12.03 of the Credit Agreement. All
amounts for which the Guarantor is liable pursuant to this Section 10.03
shall be due and payable by the Guarantor to the Secured Parties upon demand.


 


Section 10.04                      Amendments in Writing. None of the
terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with Section 12.02 of the Credit
Agreement.


 


Section 10.05                      Successors and Assigns. This Agreement
shall be binding upon the successors and assigns of the Guarantor and shall
inure to the benefit of the Administrative Agent and the other Secured Parties
and their successors and assigns permitted under the Credit Agreement; provided
that except as set forth in Section 9.11 of the Credit Agreement, the
Guarantor may not assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Administrative
Agent and the Lenders.


 


Section 10.06                      Invalidity. In the event that any one
or more of the provisions contained in this Agreement or in any of the Loan
Documents to which the Guarantor is a party shall, for any reason, be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision of this Agreement or
such other Loan Document and the remaining provisions hereof shall remain in
full force and effect and shall be liberally construed to carry out the
provisions and intent hereof; provided, if any one or more of the provisions
contained in this Agreement shall be determined or held to be invalid or
unenforceable because such provision is overly broad as to duration, geographic
scope, activity, subject or otherwise, such provision shall be deemed amended
(and any court or other tribunal shall be entitled to reform this Agreement
accordingly) by limiting and reducing it to the extent necessary to make such
provision valid and enforceable


 


Section 10.07                      Counterparts. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may
execute this Agreement by signing any such counterpart.


 


Section 10.08                      Survival. The obligations of the
parties under Section 10.03 shall survive the repayment of the Loans and
the termination of the Letters of Credit, Permitted Hedging Agreements, Credit
Agreement and total Commitments. To the extent that any payments on the
Obligations or proceeds of any Collateral are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid
to a trustee, debtor in possession, receiver or other Person under any
bankruptcy law, common law or equitable cause, then to such extent, the
Obligations so satisfied shall be revived and continue as if such payment or
proceeds had not


 


20

















 


been received and the Administrative Agent’s and the other
Secured Parties’ Liens, security interests, rights, powers and remedies under
this Agreement and each Security Instrument shall continue in full force and
effect. In such event, each Security Instrument shall be automatically
reinstated and the Guarantor shall take such action as may be reasonably
requested by the Administrative Agent and the other Secured Parties to effect
such reinstatement.


 


Section 10.09                      Captions. Captions and section headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Agreement.


 


Section 10.10                      No Oral
Agreements. The Loan Documents
(other than the Letters of Credit) embody the entire agreement and
understanding between the parties and supersede all other agreements and
understandings between such parties relating to the subject matter hereof and
thereof. The Loan Documents represent the final agreement between the parties
and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties. There are no unwritten oral agreements between
the parties.


 


Section 10.11                      Governing Law;
Submission to Jurisdiction.


 


(a)                                 This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Colorado.


 


(b)                                 Any legal action or proceeding with respect to this Agreement or any
other Loan Documents to which the Guarantor is a party shall be brought in the
courts of the State of Colorado or of the United States of America for the
District of Colorado, and each of the Lenders, the Administrative Agent and the
Guarantor hereby accepts for itself and (to the extent permitted by law) in
respect of its Property, generally and unconditionally, the jurisdiction of the
aforesaid courts. Each of the Lenders, the Administrative Agent and the
Guarantor hereby irrevocably waives any objection, including, without
limitation, any objection to the laying of venue or based on the grounds of
forum non conveniens, which it may now or hereafter have to the bringing of any
such action or proceeding in such respective jurisdictions. This submission to
jurisdiction is non-exclusive and does not preclude the Administrative Agent or
any Lender from obtaining jurisdiction over the Guarantor in any court
otherwise having jurisdiction.


 


(c)                                  Each of the Lenders, the Administrative Agent and the Guarantor
irrevocably consents to the service of process of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to such Person at the address
specified on its signature page of this Agreement or the Credit Agreement,
as applicable, such service to become effective thirty (30) days after such
mailing. Nothing herein shall affect the right of the Administrative Agent or
any Lender or any holder of a Note or the Guarantor to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise
proceed against the Guarantor in any other jurisdiction.


 


(d)                                 The Guarantor and each Lender hereby (i) irrevocably and
unconditionally waive, to the fullest extent permitted by law, trial by jury in
any legal action or proceeding relating to


 


21
















 


this
Agreement or any other Loan Document and for any counterclaim therein; (ii) irrevocably
waive, to the maximum extent not prohibited by law, any right it may have to
claim or recover in any such litigation any special, exemplary, punitive or
consequential damages, or damages other than, or in addition to, actual
damages; (iii) certify that no party hereto nor any representative or
agent of counsel for any party hereto has represented, expressly or otherwise,
or implied that such party would not, in the event of litigation, seek to
enforce the foregoing waivers, and (iv) acknowledge that it has been
induced to enter into this Agreement, the Loan Documents and the transactions
contemplated hereby and thereby by, among other things, the mutual waivers and certifications
contained in this Section 10.11.


 


Section 10.12                      Acknowledgments. The Guarantor hereby acknowledges that:


 


(a)                                 it has been
advised by counsel in the negotiation, execution and delivery of this Agreement
and the other Loan Documents to which it is a party;


 


(b)                                 neither the
Administrative Agent nor any other Secured Party has any fiduciary relationship
with or duty to the Guarantor arising out of or in connection with this
Agreement or any of the other Loan Documents, and the relationship between the
Guarantor, on the one hand, and the Administrative Agent and the other Secured
Parties, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and


 


(c)                                  no joint
venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Secured Parties or
among the Guarantor and the Lenders.


 


(d)                                 each of the
parties hereto specifically agrees that it has a duty to read this Agreement
and the Security Instruments and agrees that it is charged with notice and
knowledge of the terms of this Agreement and the Security Instruments; that it
has in fact read this Agreement and is fully informed and has full notice and
knowledge of the terms, conditions and effects of this Agreement; that it has
been represented by independent legal counsel of its choice throughout the
negotiations preceding its execution of this Agreement and the Security
Instruments; and has received the advice of its attorney in entering into this
Agreement and the Security Instruments; and that it recognizes that certain of
the terms of this Agreement and the Security Instruments result in one party
assuming the liability inherent in some aspects of the transaction and
relieving the other party of its responsibility for such liability. Each party
hereto agrees and covenants that it will not contest the validity or
enforceability of any exculpatory provision of this Agreement and the Security
Instruments on the basis that the party had no notice or knowledge of such
provision or that the provision is not “conspicuous.”


 


(e)                                  the Guarantor
warrants and agrees that each of the waivers and consents set forth in this
Agreement are made voluntarily and unconditionally after consultation with
outside legal counsel and with full knowledge of their significance and
consequences, with the understanding that events giving rise to any defense or
right waived may diminish, destroy or otherwise adversely affect rights which
the Guarantor otherwise may have against the Borrower, the Secured Parties or
any other Person or against any collateral. If, notwithstanding the intent of


 


22

















 


the parties that the terms of this Agreement shall control
in any and all circumstances, any such waivers or consents are determined to be
unenforceable under applicable law, such waivers and consents shall be
effective to the maximum extent permitted by law.


 


Section 10.13                      Set-Off. The Guarantor agrees that, in addition to (and without limitation of)
any right of set-off, bankers’ lien or counterclaim a Secured Party may
otherwise have, each Secured Party shall have the right and be entitled (after
consultation with the Administrative Agent), at its option, to offset (i) balances
held by it or by any of its Affiliates for account of the Guarantor or any
Subsidiary at any of its offices, in United States dollars or in any other
currency, and (ii) amounts due and payable to such Lender (or any
Affiliate of such Lender) under any Permitted Hedging Agreement, against any
principal of or interest on any of such Secured Party’s Loans, or any other
amount due and payable to such Secured Party hereunder, which is not paid when
due (regardless of whether such balances are then due to such Person), in which
case it shall promptly notify the Borrower and the Administrative Agent
thereof, provided that such Secured Party’s failure to give such notice shall
not affect the validity thereof.


 


Section 10.14                      Releases.


 


(a)                            Release Upon
Payment in Full. The grant of a security
interest hereunder and all of rights, powers and remedies in connection
herewith shall remain in full force and effect until the Administrative Agent
has (i) retransferred and delivered all Collateral in its possession to
the Guarantor, and (ii) executed a written release or termination
statement and reassigned to the Guarantor without recourse or warranty any
remaining Collateral and all rights conveyed hereby. Upon the complete payment
of the Obligations, the termination of the Letters of Credit, Permitted Hedging
Agreements secured hereby, Credit Agreement and the total Commitments and the
compliance by the Guarantor with all covenants and agreements hereof, the
Administrative Agent, at the written request and expense of the Borrower, will
promptly release, reassign and transfer the Collateral to the Guarantor and
declare this Agreement to be of no further force or effect.


 


(b)                            Further
Assurances. If any of the Collateral shall
be sold, transferred or otherwise disposed of by the Guarantor in a transaction
permitted by the Credit Agreement, then the Administrative Agent, at the
request and sole expense of the Guarantor, shall promptly execute and deliver
to the Guarantor all releases or other documents reasonably necessary or desirable
for the release of the Liens created hereby on such Collateral and the capital
stock of the Guarantor. At the request and sole expense of the Borrower, the
Guarantor shall be released from its obligations hereunder in the event that
all the capital stock of the Guarantor shall be sold, transferred or otherwise
disposed of in a transaction permitted by the Credit Agreement; provided that
the Borrower shall have delivered to the Administrative Agent, at least ten
Business Days prior to the date of the proposed release, a written request for
release identifying the Guarantor and the terms of the sale or other
disposition in reasonable detail, including the price thereof and any expenses
in connection therewith, together with a certification by the Borrower stating
that such transaction is in compliance with the Credit Agreement and the other
Loan Documents.


 


23

















 


(c)                             Retention in Satisfaction. Except
as may be expressly applicable pursuant to Section 9-620 of the Colorado UCC, no action taken or omission to
act by the Administrative Agent or the other Secured Parties hereunder,
including, without limitation, any exercise of voting or consensual rights or
any other action taken or inaction, shall be deemed to constitute a retention
of the Collateral in satisfaction of the Obligations or otherwise to be in full
satisfaction of the Obligations, and the Obligations shall remain in full force
and effect, until the Administrative Agent and the other Secured Parties shall have
applied payments (including, without limitation, collections from Collateral)
towards the Obligations in the full amount then outstanding or until such
subsequent time as is provided in Section 10.14(a).


 


Section 10.15                      Reinstatement. The obligations of the
Guarantor under this Agreement (including, without limitation, with respect to
the guarantee contained in Article II and the provision of collateral
herein) shall continue to be effective, or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any of the Obligations is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any other Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower or the Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or the Guarantor or any
substantial part of its property, or otherwise, all as though such payments had
not been made.


 


Section 10.16                      Acceptance. The Guarantor hereby expressly
waives notice of acceptance of this Agreement, acceptance on the part of the
Administrative Agent and the other Secured Parties being conclusively presumed
by their request for this Agreement and delivery of the same to the
Administrative Agent.


 


24

















 


IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee
and Pledge Agreement to be duly executed and delivered as of the date first
above written.


 


 


	
  GUARANTOR:

  	
  KODIAK
  OIL & GAS CORP., a corporation continued under the laws of Yukon
  Territories, Canada

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  James P. Henderson

  
	
   

  	
   

  	
  James
  P. Henderson

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


SIGNATURE PAGE


GUARANTEE AND PLEDGE AGREEMENT


 

















 


Acknowledged
and Agreed to as

of the date hereof by:


 


	
  ADMINISTRATIVE AGENT:

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Oleg Kogan

  
	
   

  	
   

  	
  Oleg
  Kogan

  
	
   

  	
   

  	
  Vice President

  



 


SIGNATURE PAGE


GUARANTEE AND PLDEGE AGREEMENT


 

















 


Schedule 1


 


NOTICE
ADDRESS OF GUARANTOR


 


	
  1.

  	
  Kodiak Oil & Gas Corp.

  
	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  
	
   

  	
  1625 Broadway, Suite 250

  
	
   

  	
  Attention: Lynn Peterson

  
	
   

  	
  Telephone: 303-592-8071

  
	
   

  	
  Facsimile:
  303-592-8075

  



 
















 


Schedule 2


 


DESCRIPTION OF PLEDGED SECURITIES


 


Pledged
Securities:


 


	
   

  	
   

  	
   

  	
   

  	
  Class of Stock or

  	
   

  	
  No. of

  	
   

  	
  Certificated or

  
	
  Owner

  	
   

  	
  Issuer

  	
   

  	
  other Equity Interest

  	
   

  	
  Shares

  	
   

  	
  Uncertificated

  
	
  Kodiak
  Oil & Gas Corp. 

  	
   

  	
  Kodiak
  Oil & Gas (USA) Inc. 

  	
   

  	
  Common
  

  	
   

  	
  1
  

  	
   

  	
  Certificated
  

  



 

















 


Schedule 3


 


FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS


 


Delivery to Administrative Agent of Pledged Securities


 

















 


Schedule 4


 


CORRECT LEGAL NAME, LOCATION OF
JURISDICTION OF ORGANIZATION,

ORGANIZATIONAL IDENTIFICATION NUMBER, TAXPAYOR IDENTIFICATION

NUMBER AND CHIEF EXECUTIVE OFFICE


 


1.              Kodiak Oil &
Gas Corp., a corporation continued under the laws of Yukon Territories, Canada


Organizational
Identification Number: 20061166885


Taxpayer
Identification Number: N/A


Chief
Executive Office: 1625 Broadway, Suite 250, Denver, Colorado 80202


 

















 


Schedule 5


 


PRIOR NAMES AND PRIOR CHIEF EXECUTIVE OFFICE


 


1.              Kodiak Oil &
Gas Corp., a corporation continued under the laws of Yukon Territories, Canada


Prior
Names: None


Prior
Chief Executive Office:            1625 Broadway, Suite 330


Denver,
Colorado 80202