Exhibit 4.3

 

SUPPLEMENTAL INDENTURE

 

dated as of October 3, 2014

 

among

 

KODIAK OIL & GAS CORP.,

 

KOG OIL & GAS ULC,

 

U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

 

COMPUTERSHARE TRUST COMPANY OF CANADA,
 as Canadian Trustee

 




 

5.50% Senior Notes due 2022

 











 

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of October 3, 2014, among KODIAK OIL & GAS CORP., a Yukon Territory corporation (the “Company”), KOG OIL & GAS ULC, a British Columbia unlimited liability company, (the “Undersigned”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and COMPUTERSHARE TRUST COMPANY OF CANADA, as Canadian trustee (the “Canadian Trustee”).

 

RECITALS

 

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of July 26, 2013 (the “Indenture”), relating to the Company’s 5.50% Senior Notes due 2022 (the “Notes”);

 

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Domestic Restricted Subsidiaries to provide Subsidiary Guarantees.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

 

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

Section 2.  Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 10 thereof.

 

Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 4.  This Supplemental Indenture may be signed in various counterparts which together shall constitute one and the same instrument.

 

Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture shall henceforth be read together.

 

Section 6.  The Trustee makes no representation as to the validity or adequacy of this Supplemental Indenture or the recitals contained herein.  The Trustee shall not be responsible or liable for the validity and sufficiency of this Supplemental Indenture.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.  The Company and each Guarantor expressly reaffirms and confirms its obligation to indemnify the Trustee pursuant to Section 7.07 of the Indenture in connection with the Indenture and this Supplemental Indenture and the actions contemplated hereby.

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 

	
 
    	
KODIAK OIL & GAS CORP., as Issuer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James P. Henderson
    
	
 
    	
 
    	
Name:
    	
James P. Henderson
    
	
 
    	
 
    	
Title:
    	
Chief Financial Officer,
   Secretary and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
KOG OIL & GAS ULC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James P. Henderson
    
	
 
    	
 
    	
Name:
    	
James P. Henderson
    
	
 
    	
 
    	
Title:
    	
Chief Financial Officer and
   Secretary
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
U.S. BANK NATIONAL
   ASSOCIATION, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Carolyn Morrison
    
	
 
    	
 
    	
Name:
    	
Carolyn Morrison
    
	
 
    	
 
    	
Title:
    	
Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
COMPUTERSHARE   TRUST
   COMPANY OF CANADA, as
   Canadian Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nicole Clement
    
	
 
    	
 
    	
Name:
    	
Nicole Clement
    
	
 
    	
 
    	
Title:
    	
General Manager