AFFILIATES WHICH ARE COUNTERPARTIES TO ANY
SWAP AGREEMENT WITH THE BORROWER OR ANY OF ITS SUBSIDIARIES ON A PRO RATA BASIS
IN RESPECT OF ANY OBLIGATIONS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES WHICH
ARISE UNDER ANY SUCH SWAP AGREEMENT WHILE SUCH PERSON OR ITS AFFILIATE IS A
LENDER, BUT ONLY WHILE SUCH PERSON OR ITS AFFILIATE IS A LENDER, INCLUDING ANY
SWAP AGREEMENTS BETWEEN SUCH PERSONS IN EXISTENCE PRIOR TO THE DATE HEREOF.
NO
LENDER OR ANY AFFILIATE OF A LENDER SHALL HAVE ANY VOTING RIGHTS UNDER ANY LOAN
DOCUMENT AS A RESULT OF THE EXISTENCE OF OBLIGATIONS OWED TO IT UNDER ANY SUCH
SWAP AGREEMENTS.
SECTION 12.15
NO THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, AND THE AGREEMENT OF THE LENDERS TO MAKE
LOANS AND THE ISSUING BANK TO ISSUE, AMEND, RENEW OR EXTEND LETTERS OF CREDIT
HEREUNDER ARE SOLELY FOR THE BENEFIT OF THE BORROWER, AND NO OTHER PERSON
(INCLUDING, WITHOUT LIMITATION, ANY SUBSIDIARY OF THE BORROWER, ANY OBLIGOR,
CONTRACTOR, SUBCONTRACTOR, SUPPLIER OR MATERIALSMAN) SHALL HAVE ANY RIGHTS,
CLAIMS, REMEDIES OR PRIVILEGES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT
AGAINST THE ADMINISTRATIVE AGENT, ANY OTHER AGENT, THE ISSUING BANK OR ANY
LENDER FOR ANY REASON WHATSOEVER.
THERE ARE NO THIRD PARTY BENEFICIARIES.
SECTION 12.16
USA PATRIOT ACT NOTICE.
EACH LENDER
HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE USA
PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
(THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE
BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY THE
BORROWER IN ACCORDANCE WITH THE ACT.
[SIGNATURES BEGIN NEXT PAGE]
92
The parties hereto have caused this Agreement to be duly executed as of the day
and year first above written.
BORROWER:
KODIAK OIL & GAS (USA) INC.
By:
/s/ James P. Henderson
James P. Henderson
Chief Financial Officer
[Signature Page- Credit Agreement]
1
ADMINISTRATIVE AGENT:
WELLS FARGO BANK, N.A.,
as Administrative Agent
By:
/s/ Oleg Kogan
Oleg Kogan
Vice President
[Signature Page- Credit Agreement]
2
LENDERS:
WELLS FARGO BANK, N.A.
By:
/s/ Oleg Kogan
Oleg Kogan
Vice President
[Signature Page- Credit Agreement]
3
ANNEX I
LIST OF MAXIMUM CREDIT AMOUNTS
Aggregate Maximum Credit Amounts
Name of Lender
Applicable Percentage
Maximum Credit Amount
Wells Fargo Bank, National Association
100.00
%
$
200,000,000
TOTAL
100.00
%
$
200,000,000
1
EXHIBIT A
FORM OF NOTE
$[
]
[
], 201[
]
FOR VALUE RECEIVED, KODIAK OIL & GAS (USA) INC., a Colorado corporation (the
"Borrower") hereby promises to pay to the order of [
] (the "Lender"),
at the principal office of WELLS FARGO BANK, NATIONAL ASSOCIATION (the
"Administrative Agent"),
the principal sum of [
] Dollars
($[
]) (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by the Lender to the Borrower under the
Credit Agreement, as hereinafter defined), in