8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2010

Whiting Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-31899	20-0098515
(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)

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:

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

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

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

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

Item 8.01. Other Events.

     On August 9, 2010, Whiting Petroleum Corporation (the “Company”) announced it elected to redeem all of its $150 million aggregate principal amount of 7 ¹/4% Senior Subordinated Notes due 2012 (the “2012 Notes”) at a redemption price equal to 100.00% of the principal amount thereof and all of its $220 million aggregate principal amount of 7 ¹/4% Senior Subordinated Notes due 2013 (the “2013 Notes” and together with the 2012 Notes, the “Notes”) at a redemption price equal to 101.8125% of the principal amount thereof. The redemption dates for both the 2012 Notes and the 2013 Notes will be September 8, 2010. In each case, holders of the Notes will also receive accrued and unpaid interest up to but not including the redemption date. The Company intends to finance the redemption of the Notes with borrowings under the Credit Agreement (as defined below). As a result of the redemption of the Notes, the Company expects to incur in the third quarter of 2010 a cash charge of approximately $4 million related to the redemption premium for the 2013 Notes and a non-cash charge of approximately $3.1 million related to the acceleration of unamortized debt issuance costs. A copy of the related press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

     Also on August 9, 2010, the Company and its subsidiary Whiting Oil and Gas Corporation (“Whiting Oil and Gas”) entered into a Second Amendment (“Amendment”) to Fourth Amended and Restated Credit Agreement (“Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders party thereto. The Amendment amends the Credit Agreement to permit the Company to redeem the Notes subject to certain conditions. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. The Company is filing a copy of the Amendment as Exhibit 4.1 hereto, which is incorporated by reference herein.

     Forward-Looking Statements

     This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts, including, without limitation, statements regarding redeeming the 2012 Notes and 2013 Notes on September 8, 2010, financing the redemption of the 2012 Notes and 2013 Notes with borrowings under the Credit Agreement, and incurring charges related to the redemption, are forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, but are not limited to: impacts of the global recession and tight credit markets; risks related to our level of indebtedness and periodic redeterminations of the borrowing base under the Credit Agreement; and other risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2009. The Company assumes no obligation, and disclaims any duty, to update the forward-looking statements in this report.

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Item 9.01. Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits:

(4.1)	Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 9, 2010, among Whiting Petroleum Corporation, Whiting Oil and Gas Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders party thereto.
(99.1)	Press Release of Whiting Petroleum Corporation dated August 9, 2010.

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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.

	WHITING PETROLEUM CORPORATION
Date: August 9, 2010	By:	/s/ James J. Volker
		James J. Volker
		Chairman, President and Chief Executive Officer

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WHITING PETROLEUM CORPORATION
FORM 8-K
EXHIBIT INDEX

Exhibit
Number	Description
(4.1)	Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 9, 2010, among Whiting Petroleum Corporation, Whiting Oil and Gas Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders party thereto.
(99.1)	Press Release of Whiting Petroleum Corporation dated August 9, 2010.

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

SECOND AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

August 9, 2010

among

WHITING PETROLEUM CORPORATION,
as Parent Guarantor,

WHITING OIL AND GAS CORPORATION,
as Borrower,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

and

The Lenders Party Hereto

BANK OF AMERICA, N.A. and
WELLS FARGO BANK, N.A.,
as Syndication Agents

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and
COMPASS BANK,
as Documentation Agents

J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and Sole Bookrunner

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT

     THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of August 9, 2010, is among WHITING PETROLEUM CORPORATION, a Delaware corporation, as the Parent Guarantor, WHITING OIL AND GAS CORPORATION, a Delaware corporation, as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and the other Agents the Lenders party hereto.

RECITALS

     A. The Parent Guarantor, the Borrower, the Administrative Agent, other parties as agents and the Lenders are parties to that certain Fourth Amended and Restated Credit Agreement dated as of April 28, 2009 (as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement dated as of June 15, 2009, and as further amended from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain loans to and extensions of credit for the account of the Borrower.

     B. The Borrower has requested and the Majority Lenders have agreed to amend certain provisions of the Credit Agreement.

     C. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all article and section references in this Second Amendment refer to articles and sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement.

     2.1 Amendments to Section 1.02.

          (a) The definition of “Agreement” is hereby deleted and replaced in its entirety to read as follows:

     “Agreement” means this Credit Agreement, as amended by the First Amendment, the Second Amendment and as the same may from time to time be amended, modified, supplemented or restated.

          (b) The definition of “Second Amendment” is hereby added where alphabetically appropriate to read as follows:

     “Second Amendment” means the Second Amendment to Fourth Amended and Restated Credit Agreement dated as of August 9, 2010 among the Parent

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Guarantor, the Borrower, the Administrative Agent and the other Agents and the Lenders party thereto.

     2.2 Redemption of Senior Notes. Section 9.04(b)(i) is hereby amended in its entirety to read as follows:

(b) (i) Redemption of the Senior Notes. The Parent Guarantor may prior to September 30, 2010 Redeem its $150.0 million 7-¹/4% Senior Subordinated Notes due 2012 for a price equal to par plus accrued and unpaid interest and its $220.0 million 7-¹/4% Senior Subordinated Notes due 2013 for a price equal to 101.8125% of the principal amount plus accrued and unpaid interest if immediately after giving effect to such Redemption, the Borrower has unused availability of not less than the greater of (1) $100,000,000 or (2) 10% of the then effective Borrowing Base;

Section 3. Conditions Precedent. This Second Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Second Amendment Effective Date”):

     3.1 The Administrative Agent shall have received from the Majority Lenders, the Borrower and each Guarantor, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Persons.

     3.2 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.

     3.3 No Default or Event of Default shall have occurred and be continuing, both prior and after giving effect to the terms of this Second Amendment.

The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 4. Miscellaneous.

     4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment.

     4.2 Ratification and Affirmation; Representations and Warranties. Each of the Borrower and each Guarantor hereby (a) ratifies and affirms its respective obligations under, and acknowledges, renews and extends its respective continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding the amendments contained herein and (b) represents and warrants to the Lenders that, as of the date hereof, after

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giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date and (ii) no Default has occurred and is continuing.

     4.3 Loan Document. This Second Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto.

     4.4 Counterparts. This Second Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

     4.5 GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     4.6 Severability. Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     4.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and its respective successors and assigns.

[SIGNATURES BEGIN NEXT PAGE]

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

PARENT GUARANTOR:	WHITING PETROLEUM CORPORATION
	By:	/s/ Michael J. Stevens
		Name:	Michael J. Stevens
		Title:	Vice President and Chief Financial Officer
BORROWER:	WHITING OIL AND GAS CORPORATION
	By:	/s/ Michael J. Stevens
		Name:	Michael J. Stevens
		Title:	Vice President and Chief Financial Officer
ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Ryan Fuessel
		Name:	Ryan Fuessel
		Title:	Senior Vice President
SYNDICATION AGENTS:	BANK OF AMERICA, N.A.
	By:	/s/ Stephan J. Hoffman
		Name:	Stephan J. Hoffman
		Title:	Managing Director
	WELLS FARGO BANK, N.A.
	By:	/s/ Tim Green
		Name:	Tim Green
		Title:	Vice President

[Signature Page to Second Amendment]

DOCUMENTATION AGENTS:	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
	By:	/s/ Darrell Stanley
		Name:	Darrell Stanley
		Title:	Managing Director
	By:	/s/ Sharada Manne
		Name:	Sharada Manne
		Title:	Director
	COMPASS BANK
	By:	/s/ Greg Determann
		Name:	Greg Determann
		Title:	Vice President
LENDERS:	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Ryan Fuessel
		Name:	Ryan Fuessel
		Title:	Senior Vice President
	BANK OF AMERICA, N.A.
	By:
		Name:
		Title:
	WELL FARGO BANK, N.A.
	By:	/s/ Tim Green
		Name:	Tim Green
		Title:	Vice President

[Signature Page to Second Amendment]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Darrell Stanley
	Name:	Darrell Stanley
	Title:	Managing Director
By:	/s/ Sharada Manne
	Name:	Sharada Manne
	Title:	Director
COMPASS BANK
By:	/s/ Greg Determann
	Name:	Greg Determann
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Bruce E. Hernandez
	Name:	Bruce E. Hernandez
	Title:	Vice President
UNION BANK, N.A. (formerly known as Union Bank of California, N.A.)
By:	/s/ Whitney Randolph
	Name:	Whitney Randolph
	Title:	Vice President
BANK OF SCOTLAND plc
By:	/s/ Julia R. Franklin
	Name:	Julia R. Franklin
	Title:	Assistant Vice President

[Signature Page to Second Amendment]

SUNTRUST BANK
By:
	Name:
	Title:
THE BANK OF NOVA SCOTIA
By:	/s/ David Mills
	Name:	David Mills
	Title:	Managing Director
KEYBANK NATIONAL ASSOCIATION
By:	/s/ Todd Coker
	Name:	Todd Coker
	Title:	Vice President
COMERICA BANK
By:	/s/ Paul J. Edmonds
	Name:	Paul J. Edmonds
	Title:	Vice President
BNP PARIBAS
By:	/s/ Russell Otts
	Name:	Russell Otts
	Title:	Director
By:	/s/ Matthew A. Turner
	Name:	Matthew A. Turner
	Title:	Vice President

[Signature Page to Second Amendment]

BARCLAYS BANK PLC
By:	/s/ Ann E. Sutton
	Name:	Ann E. Sutton
	Title:	Director
MORGAN STANLEY BANK
By:	/s/ Ryan Vetsch
	Name:	Ryan Vetsch
	Title:	Authorized Signatory
RAYMOND JAMES BANK
By:	/s/ Garret McKinnon
	Name:	Garret McKinnon
	Title:	Senior Vice President
ROYAL BANK OF CANADA
By:	/s/ Jay T. Sartain
	Name:	Jay T. Sartain
	Title:	Authorized Signatory
BANK OF OKLAHOMA, N.A.
By:	/s/ Michael M. Logan
	Name:	Michael M. Logan
	Title:	Senior Vice President

[Signature Page to Second Amendment]

RZB FINANCE LLC
By:	/s/ Shirley Ritch
	Name:	Shirley Ritch
	Title:	Vice President
By:	/s/ John A. Valiska
	Name:	John A. Valiska
	Title:	First Vice President

[Signature Page to Second Amendment]

EX-99.1

Exhibit 99.1

Company contact:  John B. Kelso, Director of Investor Relations
303.837.1661 or john.kelso@whiting.com

Whiting Petroleum Corporation Announces Redemption of Its
7 ¹/4% Senior Subordinated Notes Due 2012 and
Its 7 ¹/4% Senior Subordinated Notes Due 2013

DENVER — August 9, 2010 — Whiting Petroleum Corporation (NYSE: WLL) today announced it elected to redeem all of its $150 million aggregate principal amount of 7 ¹/4% Senior Subordinated Notes due 2012 at a redemption price equal to 100.00% of the principal amount thereof and all of its $220 million aggregate principal amount of 7 ¹/4% Senior Subordinated Notes due 2013 at a redemption price equal to 101.8125% of the principal amount thereof. The redemption dates for both the 2012 Notes and the 2013 Notes will be September 8, 2010. In each case, holders of the Notes will also receive accrued and unpaid interest up to but not including the redemption date.

Whiting intends to finance the redemption of the Notes with borrowings under its credit agreement. As a result of the redemption of the Notes, Whiting expects to incur in the third quarter of 2010 a cash charge of approximately $4 million related to the redemption premium for the 2013 Notes and a non-cash charge of approximately $3.1 million related to the acceleration of unamortized debt issuance costs.

About Whiting Petroleum Corporation

Whiting Petroleum Corporation, a Delaware corporation, is an independent oil and gas company that acquires, exploits, develops and explores for crude oil, natural gas and natural gas liquids primarily in the Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and Michigan regions of the United States. The Company’s largest projects are in the Bakken and Three Forks plays in North Dakota and its Enhanced Oil Recovery fields in Oklahoma and Texas. The Company trades publicly under the symbol WLL on the New York Stock Exchange. For further information, please visit www.whiting.com.

Forward-Looking Statements

This news release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts, including, without limitation, statements regarding redeeming the Notes on September 8, 2010, financing the redemption of the Notes with borrowings under our credit agreement, and incurring charges related to the redemption, are forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, but are not limited to: impacts of the global recession and tight credit markets; risks related to our level of indebtedness and periodic redeterminations of the borrowing base under our credit agreement; and other risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2009. We assume no obligation, and disclaim any duty, to update the forward-looking statements in this news release.

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