UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2014


Date of Report
(Date of earliest
event reported):		December 11, 2014

~~Kodiak Oil~~ &Whiting ~~Gas~~Canadian ~~Corp.~~Holding Company ULC

(Exact name of registrant as specified in its charter)


British Columbia	001-32920	N/A

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1700 Broadway, Suite 2300, Denver, Colorado 80290-2300

(Address of principal executive offices, including ZIP code)

(303) 837-1661

(Registrant’s telephone number, including area code)

Kodiak Oil & Gas Corp., 1625 Broadway, Suite 250, Denver, Colorado 80202

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On December 8, 2014, Kodiak Oil & Gas (USA) Inc. (“Kodiak USA”) terminated its Amended and Restated Credit Agreement, dated as of October 28, 2011, among Kodiak USA, Wells Fargo Bank, N.A. and the lenders party thereto, as amended (the “Kodiak Credit Agreement”). In connection with the termination of the Kodiak Credit Agreement, the related guarantee and pledge agreements were also terminated.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 8, 2014, pursuant to the Arrangement Agreement, dated as of July 13, 2014 (the “Agreement”), by and among Whiting Petroleum Corporation (“Whiting”), 1007695 B.C. Ltd., a wholly-owned subsidiary of Whiting (“Acquiror Canadian Sub”), and Kodiak Oil & Gas Corp. (“Kodiak”), Acquiror Canadian Sub acquired all of the outstanding shares of common stock, without par value, of Kodiak, and Acquiror Canadian Sub and Kodiak amalgamated with Kodiak surviving the amalgamation as a wholly-owned subsidiary of Whiting as part of a plan of arrangement (the “Arrangement”).

Pursuant to the Agreement, each outstanding share of Kodiak common stock was automatically converted at the effective time of the Arrangement into 0.177 shares of Whiting common stock, $0.001 par value per share (“Whiting Common Stock”). No fractional shares of Whiting Common Stock were issued. Where the aggregate number of shares of Whiting Common Stock issued to a Kodiak shareholder as consideration would have resulted in a fraction of shares of Whiting Common Stock being issued, the number of shares of Whiting Common Stock received by such Kodiak shareholder was rounded down to the nearest whole share of Whiting Common Stock. As a result of the Arrangement, Whiting issued approximately 47,500,000 shares of Whiting Common Stock. Kodiak stock options, restricted stock units and restricted stock awards automatically converted at the effective time of the Arrangement into 673,235 stock options, 257,601 restricted stock units and 47,325 restricted stock awards with respect to Whiting Common Stock, after giving effect to the 0.177 exchange ratio.

The foregoing description of the Agreement and the Arrangement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. There are representations and warranties contained in the Agreement, which were made by the parties to each other as of specific dates. The assertions embodied in these representations and warranties were made solely for purposes of the Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, certain representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to stockholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. Based upon the foregoing reasons, investors should not rely on the representations and warranties as statements of factual information.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 27, 2014, Whiting and Whiting Oil and Gas entered into a Sixth Amended and Restated Credit Agreement with the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various other agents party thereto (the “Whiting Credit Agreement”). On December 8, 2014, Whiting, Whiting Oil and Gas Corporation, a wholly owned subsidiary of Whiting (“Whiting Oil and Gas”), Whiting US Holding Company, a wholly-owned subsidiary of Whiting (“Whiting US Holding”), Kodiak, Kodiak USA, Kodiak Williston, LLC and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into an Amended and Restated Guaranty and

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Collateral Agreement under which Whiting US Holding, Kodiak, Kodiak USA and Kodiak Williston, LLC guaranteed the obligations under the Whiting Credit Agreement and pledged certain assets to secure the obligations thereunder (the “Guaranty and Collateral Agreement”).

As of December 8, 2014, the Whiting Credit Agreement became effective and replaced the previous credit agreement of Whiting Oil and Gas. Also on such date, Whiting Oil and Gas borrowed $1.5 billion under the Whiting Credit Agreement primarily to repay amounts outstanding under the Kodiak Credit Agreement, Whiting Oil and Gas’s previous credit agreements and other expenses due in connection with the completion of the Arrangement, leaving approximately $2.0 billion of available borrowing capacity as of December 8, 2014.

The foregoing descriptions of the Whiting Credit Agreement and Guaranty and Collateral Agreement do not purport to be complete and are qualified in their entirety by reference to the Whiting Credit Agreement and Guaranty and Collateral Agreement, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Kodiak First Supplemental Indentures

As disclosed in the Current Report on Form 8-K filed by Kodiak on October 20, 2014, on October 17, 2014, Whiting, Kodiak, certain Kodiak subsidiary guarantors, U.S. Bank National Association, as trustee, and Computershare Trust Company of Canada, as Canadian trustee, entered into supplemental indentures (the “First Supplemental Indentures”) to each indenture, as then supplemented (each, a “Kodiak Indenture”), under which Kodiak’s outstanding $800,000,000 aggregate principal amount of 8.125% Senior Notes Due 2019 (the “2019 Notes”), $350,000,000 aggregate principal amount of 5.500% Senior Notes Due 2021 (the “2021 Notes”) and $400,000,000 aggregate principal amount of 5.500% Senior Notes Due 2022 (the “2022 Notes” and, together with the 2019 Notes and 2021 Notes, the “Kodiak Notes”) were issued that provided for certain amendments to each Kodiak Indenture and the issuance of an unconditional and irrevocable guarantee by Whiting (the “Whiting Guarantee”) of the prompt payment, when due, of any amount owed to the holders of the Kodiak Notes under the Kodiak Notes and the Kodiak Indentures and any other amounts due pursuant to the Kodiak Indentures.

The amendments to the First Supplemental Indentures became operative and the Whiting Guarantee was issued upon the completion of the Arrangement (as such term is defined below).

The foregoing description of the First Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indentures, copies of which are filed as Exhibit 4.3, Exhibit 4.4 and Exhibit 4.5 to this Current Report on Form 8-K and are incorporated herein by reference.

Kodiak Second Supplemental Indentures

On December 4, 2014, Whiting Oil and Gas, Whiting US Holding, Kodiak, certain Kodiak subsidiary guarantors, U.S. Bank National Association, as trustee, and Computershare Trust Company of Canada, as Canadian trustee, entered into supplemental indentures (the “Second Supplemental Indentures”) to the Kodiak Indentures under which the Kodiak Notes were issued that provided for the issuance of an unconditional and irrevocable guarantee by Whiting Oil and Gas (the “Whiting Oil and Gas Guarantee”) of the prompt payment, when due, of any amount owed to the holders of the Kodiak Notes under the Kodiak Notes and the Kodiak Indentures and any other amounts due pursuant to the Kodiak Indentures and Whiting US Holding to become a co-issuer of the Kodiak Notes.

The Whiting Oil and Gas Guarantee was issued on the completion of the Arrangement. Whiting US Holding will become a co-issuer upon the conversion of Kodiak into a British Columbia unlimited liability company, which is expected to occur shortly after completion of the Arrangement.

The foregoing description of the Second Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indentures, copies of which are filed as Exhibit 4.6, Exhibit 4.7 and Exhibit 4.8 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

~~The~~On ~~consummation of the Arrangement on~~ December 8, 2014, Whiting Petroleum Corporation (“Whiting”) acquired Kodiak ~~constituted~~Oil & Gas Corp. (n/k/a ~~“change~~Whiting ofCanadian ~~control”~~Holding ~~under~~Company ~~the~~ULC, ~~Kodiak~~“Whiting ~~Indentures~~Canadian Holding”). As a result of such acquisition, ~~each~~Whiting, ~~holder~~Whiting ofCanadian ~~outstanding~~Holding, ~~Kodiak~~Whiting ~~Notes~~Resources ~~may~~Corporation ~~require~~(f/k/a Kodiak toOil & ~~make~~Gas an(USA) Inc., ~~offer~~“Whiting ~~(or~~Resources”), ~~such~~Whiting ~~offer~~US ~~may~~Holding Company, ata ~~Kodiak’s~~wholly ~~option,~~owned besubsidiary ~~made~~of byWhiting a(“Whiting ~~third~~Holdco”), ~~party~~and inThe ~~lieu~~Bank of ~~Kodiak)~~ ~~within~~New ~~30 days~~York ~~following~~Mellon Trust Company, N.A., as trustee (the ~~completion~~“Trustee”), entered into the Supplemental Indentures and Amendment – Subsidiary Guarantee, each dated as of December 11, 2014 (the ~~Arrangement~~“Supplemental Indentures”) to ~~repurchase~~each ~~such~~of ~~notes~~the ~~for~~(i) Senior ~~cash~~Indenture, atdated ~~101%~~as of ~~the~~September 12, ~~principal~~2013 ~~amount~~(the “Senior Indenture”), ~~plus~~as ~~accrued~~supplemented and ~~unpaid~~amended ~~interest~~by the First Supplemental Indenture, nodated ~~earlier~~as ~~than~~of 30September ~~days~~12, or2013, ~~later~~among ~~than~~Whiting, ~~60 days~~Whiting ~~after~~Oil ~~such~~and ~~offer~~Gas isCorporation (“WOGC”) and the Trustee (the “First Supplemental Indenture”), ~~made.~~(ii) Senior ~~Pursuant~~Indenture, toas supplemented and amended by the ~~Kodiak~~Second ~~Indentures~~Supplemental Indenture, ~~Kodiak~~dated ~~(or~~as of September 12, at2013, ~~Kodiak’s~~among ~~option~~Whiting, aWOGC ~~third~~and ~~party~~the inTrustee ~~lieu~~(the of“Second ~~Kodiak~~Supplemental Indenture”), ~~intends~~and to(iii) Subordinated Indenture, ~~mail~~dated aas ~~notice~~of toApril 19, ~~each~~2005, ~~holder~~as ofsupplemented ~~the~~and ~~Kodiak~~amended ~~Notes~~by ~~within~~the 30Second ~~days~~Supplemental ofIndenture, ~~completion~~dated as of ~~the~~September 24, ~~Arrangement~~2010, ~~that~~among ~~will~~Whiting, ~~include~~WOGC anand ~~offer~~the ~~to repurchase~~Trustee (the ~~Kodiak~~“Subordinated ~~Notes~~Indenture”).

~~Item~~Pursuant ~~3.01~~to ~~Notice~~the Supplemental Indentures, Whiting Canadian Holding, Whiting Resources and Whiting Holdco, effective as of ~~Delisting~~the date orof ~~Failure~~the Supplemental Indentures, agreed to ~~Satisfy~~guarantee athe ~~Continued~~payment ~~Listing~~obligations ~~Rule~~of orthe ~~Standard;~~notes ~~Transfer~~issued ofunder ~~Listing~~the First Supplemental Indenture, the Second Supplemental Indenture and the Subordinated Indenture.

InThe ~~connection~~foregoing ~~with~~description ~~the consummation~~ of the ~~Arrangement,~~Supplemental ~~the~~Indentures ~~New~~does ~~York~~not ~~Stock~~purport ~~Exchange (“NYSE”) was notified that each outstanding share of Kodiak’s common stock was converted into the right~~ to ~~receive~~be ~~0.177~~complete ~~shares of Whiting Common Stock as described above, subject to the terms~~ and ~~conditions~~is ofqualified ~~the~~in ~~Agreement.~~its ~~Kodiak~~entirety ~~requested that the NYSE file a notification of removal from~~by ~~listing~~reference onto ~~Form 25 with~~ the ~~Securities~~Supplemental ~~and~~Indentures, ~~Exchange~~copies ~~Commission (the “Commission”) with respect to delisting Kodiak’s shares~~ of ~~common stock. The shares of Kodiak common stock,~~ which ~~previously~~are ~~traded~~filed ~~under~~as ~~the~~Exhibit ~~ticker symbol “KOG” on the NYSE~~4.1, ~~ceased~~4.2 ~~trading~~and ~~on the NYSE on December 8, 2014~~4.3 ~~Kodiak intends~~ to ~~file~~this ~~with~~Current ~~the~~Report ~~Commission~~on a Form 15 ~~with~~8-K ~~respect to Kodiak common stock~~ and ~~the~~are ~~Kodiak~~incorporated ~~Notes,~~herein ~~requesting~~by ~~that the Kodiak common stock and Kodiak Notes be deregistered under the Securities Exchange Act of 1934~~reference.

Item 35.03 ~~Material~~Amendments ~~Modification~~to Articles of ~~the~~Incorporation ~~Rights~~or ofBylaws; ~~Security~~Change ~~Holders~~in Fiscal Year.

~~The~~On ~~information~~December 11, ~~disclosed under~~2014, ~~Item~~Whiting Canadian Holding (i) 2changed its name from Kodiak Oil & Gas Corp.01 isto ~~incorporated~~Whiting Canadian ~~into~~Holding ~~this~~Company ~~Item~~ULC; (ii) 3converted to a British Columbia unlimited liability company; and (iii) adopted a new notice of articles (“Notice of Articles”) and new articles (the “Articles”).03 inThese ~~its~~changes ~~entirety~~were authorized by a resolution of Whiting Canadian Holding’s sole shareholder on the same date. The change of name and conversion to a British Columbia unlimited liability company were completed by the filing of a notice of alteration with the Corporate Registry for the Province of British Columbia. As a result of this filing, the Corporate Registry for the Province of British Columbia issued a Certificate of Change of Name and a new Notice of Articles for Whiting Canadian Holding to reflect these changes.

AtThe ~~the~~foregoing ~~effective~~descriptions ~~time~~of the Notice of Articles and the ~~Arrangement,~~Articles ~~holders~~do ofnot purport to be ~~Kodiak’s~~complete ~~common~~and ~~stock~~are ~~ceased~~qualified toin ~~have~~their ~~any~~entirety ~~rights~~by asreference ~~shareholders~~to the Notice of ~~Kodiak~~Articles and the Articles, ~~other~~copies ~~than~~of ~~the~~which ~~right~~are tofiled ~~receive~~as ~~consideration~~Exhibit ~~pursuant~~3.1 toand ~~the~~3.2 ~~terms~~and ofare ~~the~~incorporated ~~Arrangement~~herein by reference.

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Item 5.01 Changes in Control of Registrant.

The information disclosed under Items 2.01 and 5.02 is incorporated into this Item 5.01 in its entirety.

As of the effective time of the Arrangement, Lynn A. Peterson and James E. Catlin were appointed to the board of directors of Whiting for terms to expire at Whiting’s annual meetings in 2017 and 2016, respectively, and until their successors are duly elected and qualified.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Arrangement, (i) each executive officer and each member of Kodiak’s board of directors ceased to be executive officers and directors of Kodiak and (ii) James J. Volker and Michael J. Stevens were appointed to each serve as directors of Kodiak (the “New Directors”). The New Directors, at the effective time of the Arrangement, appointed James J. Volker to be the Chairman, President and Chief Executive Officer of Kodiak (principal executive officer), Michael J. Stevens to be the Vice President and Chief Financial Officer (principal financial officer) and Brent P. Jensen to be the Controller and Treasurer (chief accounting officer). Information regarding the backgrounds of Mr. Volker, Mr. Stevens and Mr. Jensen and other relevant information regarding Mr. Volker, Mr. Stevens and Mr. Jensen, is described in Whiting’s Annual Report on Form 10-K for the year ended December 31, 2013, which description is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

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(c)

Not applicable.

(d)

Exhibits:

(23.1) ~~Arrangement~~Certificate ~~Agreement,~~of ~~dated~~Change as of ~~July~~Name ~~13, 2014, by~~ and ~~among~~Notice ~~Whiting~~of ~~Petroleum Corporation~~Articles, ~~1007695 B.C. Ltd. and Kodiak Oil & Gas Corp. [Incorporated by reference to Exhibit 2.1 to Kodiak Oil & Gas Corp.’s Current Report on Form 8-K~~ dated ~~July~~December 1311, 2014 ~~(File No~~. ~~001-32920)].~~

~~-4-~~(3.2) Articles, dated December 11, 2014.

(4.1)		Sixth Amended and Restated Credit Agreement, dated as of August 27, 2014, among Whiting Petroleum Corporation, Whiting Oil and Gas Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various other agents party thereto [Incorporated by reference to Exhibit 4.1 to Whiting Petroleum Corporation’s Current Report on Form 8-K dated August 27, 2014 (File No. 001-31899)].
(4.2)		Amended and Restated Guaranty and Collateral Agreement, dated as of December 8, 2014, among Whiting Petroleum Corporation, Whiting Oil and Gas Corporation, Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC and JPMorgan Chase Bank, N.A., as Administrative Agent.
(4.3)		First Supplemental Indenture, dated October 17, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Oil & Gas ULC, KOG Finance, LLC, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian trustee, and Whiting Petroleum Corporation, relating to the Kodiak Oil & Gas Corp. 8.125% Senior Notes Due 2019 [Incorporated by reference to Exhibit 4.1 to Kodiak Oil & Gas Corp.’s Current Report on Form 8-K dated October 17, 2014 (File No. 001-32920)].
(4.4)		First Supplemental Indenture, dated October 17, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Oil & Gas ULC, KOG Finance, LLC, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian trustee, and Whiting Petroleum Corporation, relating to the Kodiak Oil & Gas Corp. 5.500% Senior Notes Due 2021 [Incorporated by reference to Exhibit 4.2 to Kodiak Oil & Gas Corp.’s Current Report on Form 8-K dated October 17, 2014 (File No. 001-32920)].
(4.5)		First Supplemental Indenture, dated October 17, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Oil & Gas ULC, KOG Finance, LLC, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian trustee, and Whiting Petroleum Corporation, relating to the Kodiak Oil & Gas Corp. 5.500% Senior Notes Due 2022 [Incorporated by reference to Exhibit 4.3 to Kodiak Oil & Gas Corp.’s Report on Form 8-K dated October 17, 2014 (File No. 001-32920)].
(4.6)		Second Supplemental Indenture, dated as of December 4, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, Whiting Oil and Gas Corporation, Whiting US Holding Company, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian Trustee, relating to the 8.125% Senior Notes Due 2019.
(4.7)		Second Supplemental Indenture, dated as of December 4, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, Whiting Oil and Gas Corporation, Whiting US Holding Company, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian Trustee, relating to the 5.500% Senior Notes Due 2021.
(4.8)		Second Supplemental Indenture, dated as of December 4, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, Whiting Oil and Gas Corporation, Whiting US Holding Company, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian Trustee, relating to the 5.500% Senior Notes Due 2022.

(4.1)

Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Whiting Canadian Holding Company ULC, Whiting Resources Corporation, Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 6¹⁄₂% Senior Subordinated Notes Due 2018.

-(4.2) Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Whiting Canadian Holding Company ULC, Whiting Resources Corporation, Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5-.000% Senior Notes Due 2019.

(4.3)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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KODIAK OIL & GAS CORP.

FORM 8-K

EXHIBIT INDEX

ExhibitNumber		Description
Exhibit Number		Description
(2.1)		Arrangement Agreement, dated as of July 13, 2014, by and among Whiting Petroleum Corporation, 1007695 B.C. Ltd. and Kodiak Oil & Gas Corp. [Incorporated by reference to Exhibit 2.1 to Kodiak Oil & Gas Corp.’s Current Report on Form 8-K dated July 13, 2014 (File No. 001-32920)].
(3.1)		Certificate of Change of Name and Notice of Articles, dated December 11, 2014.
(4.1)		Sixth Amended and Restated Credit Agreement, dated as of August 27, 2014, among Whiting Petroleum Corporation, Whiting Oil and Gas Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the various other agents party thereto [Incorporated by reference to Exhibit 4.1 to Whiting Petroleum Corporation’s Current Report on Form 8-K dated August 27, 2014 (File No. 001-31899)].
(3.2)		Articles, dated December 11, 2014.
(4.2)		Amended and Restated Guaranty and Collateral Agreement, dated as of December 8, 2014, among Whiting Petroleum Corporation, Whiting Oil and Gas Corporation, Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC and JPMorgan Chase Bank, N.A., as Administrative Agent.
(4.1)		Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Kodiak Oil & Gas Unlimited, Kodiak Oil & Gas (USA) Inc., Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 6 1⁄2% Senior Subordinated Notes Due 2018.
(4.3)		First Supplemental Indenture, dated October 17, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Oil & Gas ULC, KOG Finance, LLC, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian trustee, and Whiting Petroleum Corporation, relating to the Kodiak Oil & Gas Corp. 8.125% Senior Notes Due 2019 [Incorporated by reference to Exhibit 4.1 to Kodiak Oil & Gas Corp.’s Current Report on Form 8-K dated October 17, 2014 (File No. 001-32920)].
(4.2)		Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Kodiak Oil & Gas Unlimited, Kodiak Oil & Gas (USA) Inc., Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.000% Senior Notes Due 2019.
(4.4)		First Supplemental Indenture, dated October 17, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Oil & Gas ULC, KOG Finance, LLC, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian trustee, and Whiting Petroleum Corporation, relating to the Kodiak Oil & Gas Corp. 5.500% Senior Notes Due 2021 [Incorporated by reference to Exhibit 4.2 to Kodiak Oil & Gas Corp.’s Current Report on Form 8-K dated October 17, 2014 (File No. 001-32920)].
(4.3)		Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of December 11, 2014, among Whiting Petroleum Corporation, Kodiak Oil & Gas Unlimited, Kodiak Oil & Gas (USA) Inc., Whiting US Holding Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 5.750% Senior Notes Due 2021.
(4.5)		First Supplemental Indenture, dated October 17, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Oil & Gas ULC, KOG Finance, LLC, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian trustee, and Whiting Petroleum Corporation, relating to the Kodiak Oil & Gas Corp. 5.500% Senior Notes Due 2022 [Incorporated by reference to Exhibit 4.3 to Kodiak Oil & Gas Corp.’s Report on Form 8-K dated October 17, 2014 (File No. 001-32920)].
(4.6)		Second Supplemental Indenture, dated as of December 4, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, Whiting Oil and Gas Corporation, Whiting US Holding Company, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian Trustee, relating to the 8.125% Senior Notes Due 2019.
(4.7)		Second Supplemental Indenture, dated as of December 4, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, Whiting Oil and Gas Corporation, Whiting US Holding Company, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian Trustee, relating to the 5.500% Senior Notes Due 2021.
(4.8)		Second Supplemental Indenture, dated as of December 4, 2014, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, Whiting Oil and Gas Corporation, Whiting US Holding Company, U.S. Bank National Association, as trustee, Computershare Trust Company of Canada, as Canadian Trustee, relating to the 5.500% Senior Notes Due 2022.

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KODIAK OIL & GAS CORP.

WHITING CANADIAN HOLDING COMPANY ULC

Date: December 8, 2014

/s/ James J. Volker

Date: December 12, 2014

/s/ James J. Volker

James J. Volker

Chairman, President and Chief Executive Officer

Filing Compare · Whiting Canadian Holding Co ULC