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Exhibit 4




SECOND AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amendment to Second Amended and Restated Credit Agreement (this “Second
Amendment”), dated effective as of July 25, 2005 (the “Effective Date”), is by and
among WHITING OIL AND GAS CORPORATION, a Delaware corporation (“Borrower”), WHITING
PETROLEUM CORPORATION, a Delaware corporation (“WPC”), JPMORGAN CHASE BANK, N.A., successor
by merger to Bank One, NA (Main Office Chicago), a national banking association, as Administrative
Agent (“Administrative Agent”), and each of the financial institutions a party hereto as
Banks (hereinafter collectively referred to as “Banks,” and individually, a
“Bank”).



W I T N E S S E T H:




     WHEREAS, Borrower, WPC, Administrative Agent and Banks are parties to that certain Second
Amended and Restated Credit Agreement dated as of September 23, 2004 (as amended, the “Credit
Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Credit Agreement, as amended hereby);
and



     WHEREAS, Borrower and WPC have requested that the Credit Agreement be amended in certain
respects; and



     WHEREAS, subject to and upon the terms and conditions set forth herein, Banks have agreed to
Borrower’s and WPC’s request.



     NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, Borrower, WPC, Administrative Agent and each Bank hereby agree
as follows:



     SECTION 1. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this Second Amendment, and subject to the satisfaction of each condition
precedent set forth in Section 2 hereof, the Credit Agreement is hereby amended effective
as of the Effective Date in the manner provided in this Section 1.



     1.1. Amendment to Definition. The definition of “Loan Papers” and contained
in Section 2.1 of the Credit Agreement shall be amended to read in full as follows:




     “Loan Papers” means this Agreement, the First Amendment, the Second Amendment,
the Notes, each Facility Guaranty which may now or hereafter be executed, each Pledge
Agreement which may now or hereafter be executed, all Mortgages now or at any time hereafter
delivered pursuant to Section 6.1, the Amendments to Mortgages, all Letters of
Credit, and all other certificates, documents or instruments delivered in connection with
this Agreement, as the foregoing may be amended from time to time.



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     1.2. Additional Definition. Section 2.1 of the Credit Agreement shall be amended to
add the following definition to such Section:




     “Second Amendment” means that certain Second Amendment to Second Amended and
Restated Credit Agreement dated effective as of July 25, 2005, among Borrower, WPC,
Administrative Agent and Banks party thereto.




     Amendment to Hedge Transactions Covenant. Section 10.11 of the Credit
Agreement shall be amended to delete the reference to “three (3) years” at the end of such
Section 10.11 and insert in lieu thereof “five (5) years.”



     SECTION 2. Conditions Precedent. The effectiveness of the amendments to the Credit
Agreement contained in Section 1 hereof is subject to the satisfaction of each condition
precedent set forth in this Section 2:



     2.1. No Defaults. Prior to and after giving effect to the amendments contained in
Section 1 hereof, no Default or Event of Default shall exist.



     2.2. Fees and Expenses. Borrower shall have paid all reasonable fees and expenses
incurred by Administrative Agent in connection with the preparation, negotiation and execution of
this Second Amendment, including, without limitation, all reasonable fees and expenses of Vinson &
Elkins L.L.P., counsel to Administrative Agent.



     2.3. Other Documentation. Administrative Agent shall have received such other
documents, instruments and agreements as it or any Bank may reasonably request, all in form and
substance reasonably satisfactory to Administrative Agent and Banks.



     SECTION 3. Representations and Warranties of Borrower. To induce Banks and
Administrative Agent to enter into this Second Amendment, Borrower and WPC hereby jointly and
severally represent and warrant to Banks and Administrative Agent as follows:



     3.1. Due Authorization; No Conflict. The execution, delivery and performance by
Borrower and WPC of this Second Amendment are within Borrower’s and WPC’s corporate powers, have
been duly authorized by all necessary action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not violate or constitute a default under
any provision of applicable law or any Material Agreement binding upon Borrower or WPC or result in
the creation or imposition of any Lien upon any of the assets of Borrower or WPC except Permitted
Encumbrances.



     3.2. Validity and Enforceability. This Second Amendment constitutes the valid and
binding obligation of Borrower and WPC enforceable in accordance with its terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by
equitable principles of general application.



     3.3. Accuracy of Representations and Warranties. Each representation and warranty of
each Credit Party contained in the Loan Papers is true and correct in all material respects as of
the Effective Date (except to the extent such representations and warranties are



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expressly made as of a particular date, in which event such representations and warranties
were true and correct as of such date).




     3.4. Absence of Defaults. Prior to and after giving effect to the amendments
contained in Section 1 hereof, no Default or Event of Default has occurred which is
continuing.



     3.5. No Defense. Neither Borrower nor WPC has any defense to payment of, or any
counterclaim or rights of set-off with respect to, all or any portion of the Obligations.



     SECTION 4. Miscellaneous.



     4.1. Reaffirmation of Loan Papers. Any and all of the terms and provisions of the
Credit Agreement and the Loan Papers shall, except as amended and modified hereby, remain in full
force and effect, and are hereby ratified and confirmed. The amendments contemplated hereby shall
not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed
and extended to secure the Obligations.



     4.2. Confirmation of Loan Papers and Liens. As a material inducement to Banks to
grant the amendments set forth herein, Borrower and WPC hereby (a) acknowledge and confirm the
continuing existence, validity and effectiveness of the Loan Papers and the Liens granted
thereunder, (b) agree that the execution, delivery and performance of this Second Amendment and the
consummation of the transaction contemplated hereby shall not in any way release, diminish, impair,
reduce or otherwise adversely affect such Loan Papers and Liens, and (c) acknowledge and agree that
the Liens granted under the Loan Papers secure, and after the consummation of the transactions
contemplated hereby will continue to secure, the payment and performance of the Obligations as
first priority perfected Liens.



     4.3. Parties in Interest. All of the terms and provisions of this Second Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.



     4.4. Legal Expenses. Borrower and WPC hereby jointly and severally agree to pay on
demand all reasonable fees and expenses of counsel to Administrative Agent incurred by
Administrative Agent in connection with the preparation, negotiation and execution of this Second
Amendment.



     4.5. Counterparts. This Second Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Second
Amendment until Borrower, WPC and Required Banks have executed a counterpart. Facsimiles shall be
effective as originals.



     4.6. Complete Agreement. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN PAPERS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN OR AMONG THE PARTIES.



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     4.7. Headings. The headings, captions and arrangements used in this Second Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Second Amendment, nor affect the meaning thereof.



     4.8. Effectiveness. This Second Amendment shall be effective automatically and
without necessity of any further action by Borrower, WPC, Administrative Agent or Banks as of the
Effective Date when counterparts hereof have been executed by Borrower, WPC, Administrative Agent
and Required Banks, and all conditions to the effectiveness hereof set forth herein have been
satisfied (including, without limitation, all conditions precedent set forth in Section 2
hereof).



     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
by their respective Authorized Officers as of the date and year first above written.



[Signature pages to follow]





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SIGNATURE PAGE TO

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	WHITING OIL AND GAS CORPORATION, a
	 	 	Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/ James J. Volker
	 

	 	 	 	 
	 

	 	 	 	James J. Volker,
	 

	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	WPC:
	 
	 	 	 	 
	 	 	WHITING PETROLEUM CORPORATION, a
	 	 	Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	/s/ James J. Volker
	 

	 	 	 	 
	 

	 	 	 	James J. Volker,
	 

	 	 	 	President and Chief Executive Officer
	 

	 	 	 	
	 

	 	ADMINISTRATIVE AGENT:	 	
	 
	 	 	JPMORGAN CHASE BANK,
N.A., successor by merger to Bank One, NA (Main Office Chicago),
as Administrative Agent
	 
	 

	 	By:	 	/s/ J. Scott Fowler
	 

	 	 	 	 
	 

	 	 	 	J. Scott Fowler,
	 

	 	 	 	Vice President
	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK,
N.A., successor by merger to Bank One, NA (Main Office Chicago)
	 
	 	 	 	 
	 

	 	By:	 	/s/ J. Scott Fowler
	 

	 	 	 	 
	 

	 	 	 	J. Scott Fowler,
	 

	 	 	 	Vice President
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ Matthew J. Purchase
	 

	 	 	 	 
	 

	 	Name:	 	Matthew J. Purchase
	 

	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Kimberly Coil
	 

	 	 	 	 
	 

	 	Name:	 	Kimberly Coil
	 

	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	FORTIS CAPITAL CORP.
	 
	 	 	 	 
	 

	 	By:	 	/s/ David Montgomery
	 

	 	 	 	 
	 

	 	Name:	 	David Montgomery
	 

	 	Title:	 	Senior Vice President
	 
	 	 	 	 
	 

	 	By:	 	/s/ Darrell Holley
	 

	 	 	 	 
	 

	 	Name:	 	Darrell Holley
	 

	 	Title:	 	Managing Director
	 
	 	 	 	 
	 	 	BANK OF SCOTLAND
	 
	 	 	 	 
	 

	 	By:	 	/s/ Amena Nabi
	 

	 	 	 	 
	 

	 	Name:	 	Amena Nabi
	 

	 	Title:	 	Assistant Vice President
	 
	 	 	 	 






[Signature Page]




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	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:	 	/s/ Peter L. Sefzik
	 

	 	 	 	 
	 

	 	Name:	 	Peter L. Sefzik
	 

	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ David E. Humphreys
	 

	 	 	 	 
	 

	 	Name:	 	David E. Humphreys
	 

	 	Title:	 	Director
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Gregory B. Hanson
	 

	 	 	 	 
	 

	 	Name:	 	Gregory B. Hanson
	 

	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Guy C. Evangelista
	 

	 	 	 	 
	 

	 	Name:	 	Guy C. Evangelista
	 

	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	COMPASS BANK
	 
	 	 	 	 
	 

	 	By:	 	/s/ Murray E. Brasseu
	 

	 	 	 	 
	 

	 	Name:	 	Murray E. Brasseu
	 

	 	Title:	 	Executive Vice President
	 
	 	 	BANK OF OKLAHOMA,
N.A.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Michael M. Logan
	 

	 	 	 	 
	 

	 	Name:	 	Michael M. Logan
	 

	 	Title:	 	Senior Vice President
	 
	 	 	NATEXIS BANQUES POPULAIRES
	 
	 	 	 	 
	 

	 	By:	 	/s/ Timothy L. Polvado
	 

	 	 	 	 
	 

	 	Name:	 	Timothy L. Polvado
	 

	 	Title:	 	Vice President & Manager
	 
	 	 	 	 
	 

	 	By:	 	/s/ Louis P. Laville, III
	 

	 	 	 	 
	 

	 	Name:	 	Louis P. Laville, III
	 

	 	Title:	 	Vice President & Manager
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL
ASSOCIATION
	 
	 	 	 	 
	 

	 	By:	 	/s/ Thomas Rajan
	 

	 	 	 	 
	 

	 	Name:	 	Thomas Rajan
	 

	 	Title:	 	Vice President
	 
	 	 	 	 
	 	 	HIBERNIA NATIONAL
BANK
	 
	 	 	 	 
	 

	 	By:	 	/s/ Daria Mahoney
	 

	 	 	 	 
	 

	 	Name:	 	Daria Mahoney
	 

	 	Title:	 	Vice President






[Signature Page]




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