As filed with the Securities and Exchange Commission on September 20, 2013

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KODIAK OIL & GAS CORP.

*And the Subsidiary Guarantors listed below

(Exact Name of Registrant as Specified in Its Charter)

Yukon Territory		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1625 Broadway, Suite 250

Denver, Colorado 80202

(303) 592-8075

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Lynn A. Peterson

Chief Executive Officer

1625 Broadway, Suite 250

Denver, Colorado 80202

(303) 592-8075

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Randal R. Jones

Erin McCrady

Dorsey & Whitney LLP

Columbia Center

701 Fifth Avenue, Suite 6100

Seattle, Washington 98104

(206) 903-8814

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o
(Do not check if a
smaller reporting company)

Smaller reporting company o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to Be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(1)
5.50% Senior Notes due 2021	$	350,000,000	100	%	$	350,000,000	$	47,740.00
Guarantees of 5.50% Senior Notes due 2021(2)	$	N/A	N/A		$	N/A	$	N/A	(3)
5.50% Senior Notes due 2022	$	400,000,000	100	%	$	400,000,000	$	54,560.00
Guarantees of 5.50% Senior Notes due 2022(2)	$	N/A	N/A		$	N/A	$	N/A	(3)
Total	$	750,000,000	100	%	$	750,000,000	$	102,300.00

(1) Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933.

(2) Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC and Kodiak Williston, LLC, our subsidiaries, will guarantee the New Notes being registered.

(3) Pursuant to Rule 457(n) of the Securities Act of 1933, no registration fee is required for the Guarantees.

Each registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Additional Registrants(1)	State or Other Jurisdiction of Incorporation or Formation	IRS Employer Identification Number
Kodiak Oil & Gas (USA) Inc.	Colorado	57-1191218
KOG Finance, LLC	Delaware	46-3136584
Kodiak Williston, LLC	Delaware	46-3105147

(1) The address and telephone number for the principal executive offices of the additional registrants and subsidiary guarantors are the same as that of Kodiak Oil & Gas Corp. The agent for service to Kodiak Oil & Gas Corp. and Kodiak Oil & Gas (USA) Inc. is Lynn A. Peterson at that address. The agent for service to KOG Finance, LLC and Kodiak Williston, LLC is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Primary Industrial Classification Code for each of Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC and Kodiak Williston, LLC is 1382.

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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus, as well as the information we previously filed with the Securities and Exchange Commission that is incorporated by reference herein, is accurate as of any date other than its respective date.

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Cautionary Statement Regarding Forward-Looking Statements	i
Prospectus Summary	1
Risk Factors	14
The 2021 Notes Exchange Offer	34
The 2022 Notes Exchange Offer	39
Use Of Proceeds	45
Description Of 2021 Notes	46
Description Of 2022 Notes	98
Plan Of Distribution	151
Material United States Federal Tax Consequences	151
Legal Matters	152
Experts	152
Where You Can Find More Information; Incorporation By Reference	152
Annex A: Letter Of Transmittal	154

In this prospectus, “we,” “us,” “our,” the “Company,” and “Kodiak” each refers to Kodiak Oil & Gas Corp. and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. Such information is available without charge to holders of Old Notes upon written or oral request made to Kodiak Oil & Gas Corp., 1625 Broadway, Suite 250, Denver, Colorado, 80202, Attention: Chief Financial Officer (Telephone (303) 592-8075). To obtain timely delivery of any requested information, holders of Old Notes must make any request no later than five business days prior to the expiration of the respective exchange offer, which expiration dates are set at , 2013.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference in this prospectus include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements, other than statements of historical facts, included or incorporated by reference herein concerning, among other things, planned capital expenditures, increases in oil and gas production, the number of anticipated wells to be drilled in the future, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:

· capital requirements and uncertainty of obtaining additional funding on terms acceptable to us;

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PROSPECTUS SUMMARY

This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be important to you. You should read this entire prospectus and the documents incorporated by reference and to which we refer you before making an investment decision. You should carefully consider the information set forth under “Risk Factors” beginning on page 14 of this prospectus, the other cautionary statements described in this prospectus, and the risk factors and other cautionary statements, including those described under the heading “Risk Factors,” in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2012, which are incorporated by reference in this prospectus, and, to the extent applicable, any subsequently filed reports. In addition, certain statements include forward-looking information that involves risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.”

In this prospectus, we refer to (i) the 5.50% senior notes due 2021 issued on January 15, 2013 as the “Old 2021 Notes”; (ii) the notes to be issued in the exchange offer for the Old 2021 Notes as the “New 2021 Notes”; (iii) the 5.50% senior notes due 2022 issued on July 26, 2013 as the “Old 2022 Notes”; and (iv) the notes to be issued in the exchange offer for the Old 2022 Notes as the “New 2022 Notes.” We refer to the Old 2021 Notes and the Old 2022 Notes collectively as the “Old Notes” and the New 2021 Notes and the New 2022 Notes collectively as the “New Notes.” We also refer to the Old 2021 Notes and New 2021 Notes collectively as the “2021 Notes,” the Old 2022 Notes and New 2022 Notes collectively as the “2022 Notes,” and the 2021 Notes and 2022 Notes collectively as the “Notes.”

Our Company

We are an independent energy company focused on the exploration, exploitation, acquisition and production of crude oil and natural gas in the Rocky Mountain region of the United States. Historically, our corporate strategy has been to internally identify prospects, acquire lands encompassing those prospects and evaluate those prospects using subsurface geology and geophysical data and exploratory drilling. Using this strategy, we have accumulated an unconventional oil and natural gas portfolio of proved reserves, which we are currently developing.

Our oil and natural gas reserves and operations are primarily concentrated in the Williston Basin of North Dakota, where the principal target of drilling is the Bakken Shale hydrocarbon system highlighted by production from the Middle Bakken member, located between two Bakken shales that serve as the source rock, and the Three Forks Formation, positioned immediately below the Lower Bakken Shale.

Company

Kodiak Oil & Gas Corp. is a Canadian corporation existing under the Business Corporation Act (Yukon). Kodiak Oil & Gas (USA) Inc. is a Colorado corporation existing under the Colorado Business Corporation Act, and KOG Finance, LLC and Kodiak Williston, LLC are Delaware limited liability companies existing under the Delaware Limited Liability Company Act. Our principal executive office is located at 1625 Broadway, Suite 250, Denver, Colorado 80202, and our telephone number is (303) 592-8075. Information contained on or accessible through our website, www.kodiakog.com, is not part of this prospectus.

Risk Factors

You should carefully consider all the information contained in this prospectus, including information in documents incorporated by reference, prior to participating in the exchange offers. In particular, we urge you to carefully consider the factors set forth under “Risk Factors” beginning on page 14 of this prospectus and those risk factors from our Annual Report on Form 10-K, as amended, for the year ended December 31, 2012, which are incorporated by reference in this prospectus, and, to the extent applicable, any subsequently filed reports.

The Exchange Offers

On January 15, 2013, we completed a private offering of the Old 2021 Notes, and on July 26, 2013, we completed a private offering of the Old 2022 Notes. In connection with those private offerings, we and certain representatives of the initial purchasers of the Old Notes entered into a Registration Rights Agreement dated January 15, 2013 (the “2021 Registration Rights Agreement”) and a Registration Rights Agreement dated July 26, 2013 (the “2022 Registration Rights Agreement”

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and, together with the 2021 Registration Rights Agreement, the “Registration Rights Agreements”). Pursuant to the Registration Rights Agreements, we agreed to undertake the exchange offers contemplated by this prospectus.

The following summary contains basic information about the exchange offers and is not intended to be complete. It does not contain all information that may be important to you. For a more complete understanding of the exchange offers, please refer to the sections entitled “The 2021 Notes Exchange Offer” and “The 2022 Notes Exchange Offer” in this prospectus.

2021 Notes

Old 2021 Notes		5.50% senior notes due 2021, of which $350.0 million aggregate principal amount was issued on January 15, 2013.

New 2021 Notes		5.50% senior notes due 2021, the issuance of which will have been registered under the Securities Act. The form and terms of the New 2021 Notes are identical in all material respects to those of the Old 2021 Notes, except that the New 2021 Notes will be registered under the Securities Act and the transfer restrictions and registration rights relating to the Old 2021 Notes will not apply to the New 2021 Notes.

2021 Notes Exchange Offer		We are offering to exchange New 2021 Notes for Old 2021 Notes (the “2021 Notes Exchange Offer”) to satisfy our obligations under the 2021 Registration Rights Agreement that was executed when the Old 2021 Notes were issued in transactions in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act. You may tender your outstanding Old 2021 Notes for New 2021 Notes by following the procedures described below under the caption “The 2021 Notes Exchange Offer—Exchange Offer Procedures.”

Expiration Date		The 2021 Notes Exchange Offer will expire at 5:00 p.m., New York City time, on , 2013, unless we decide to extend it.

Conditions to the 2021 Notes Exchange Offer		The 2021 Registration Rights Agreement does not require us to accept Old 2021 Notes for exchange if the 2021 Notes Exchange Offer would violate any applicable law or interpretation of the staff of the Securities and Exchange Commission. The 2021 Notes Exchange Offer is not conditioned on a minimum aggregate principal amount of Old 2021 Notes being tendered. See the discussion below under the caption “The 2021 Notes Exchange Offer—Conditions to the 2021 Notes Exchange Offer” for more information regarding the conditions to the 2021 Notes Exchange Offer.

Withdrawal of Tenders		You may withdraw your tender of Old 2021 Notes at any time prior to 5:00 p.m., New York City time, on , 2013. To withdraw, you must follow the procedures described below under the caption “The 2021 Notes Exchange Offer—Withdrawal of Tenders.”

Acceptance of Old 2021 Notes; Return of Old 2021 Notes Tendered but not Accepted or Exchanged		If you fulfill all conditions required for proper tender of Old 2021 Notes, we will accept any and all Old 2021 Notes that you properly tender in the 2021 Notes Exchange Offer on or before 5:00 p.m. New York City time on the expiration date. Any Old 2021 Notes that we do not accept for exchange will be credited to an account maintained with The Depository Trust Company (“DTC”) for the Old 2021 Notes promptly after the expiration or termination of the 2021 Notes Exchange Offer. Please refer to the discussion under the captions below entitled “The 2021 Notes Exchange Offer—Terms of the 2021 Notes Exchange Offer” and “The 2021 Notes Exchange Offer—Exchange Offer Procedures—Return of Old 2021 Notes Not Accepted or Exchanged.”

Fees and Expenses		We will bear expenses related to the 2021 Notes Exchange Offer. Please refer to the discussion under the caption below entitled “The 2021 Notes Exchange Offer—Fees and Expenses.”

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Use of Proceeds		The issuance of the New 2021 Notes will not provide us with any new proceeds. We are making this 2021 Notes Exchange Offer solely to satisfy our obligations under the 2021 Registration Rights Agreement.

Consequences of Failure to Exchange Old Notes		If you do not exchange your Old 2021 Notes in this 2021 Notes Exchange Offer, you will no longer be able to require us to register the Old 2021 Notes under the Securities Act, except in limited circumstances provided under the 2021 Registration Rights Agreement. In addition, you will continue to be subject to the restrictions on transfer provided in the Old 2021 Notes. In general, the Old 2021 Notes may not be resold, offered for resale or otherwise transferred unless we have registered the Old 2021 Notes under the Securities Act, or unless such Old 2021 Notes are resold, offered for resale or otherwise transferred under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

U.S. Federal Income Tax Consequences		The exchange of New 2021 Notes for Old 2021 Notes in the 2021 Notes Exchange Offer will not constitute a taxable exchange for U.S. federal income tax purposes. Please refer to the discussion under the caption below entitled “Material United States Federal Tax Consequences.”

Exchange Agent		U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 (800) 934-6802

2022 Notes

Old 2022 Notes		5.50% senior notes due 2022, of which $400.0 million aggregate principal amount was issued on July 26, 2013.

New 2022 Notes		5.50% senior notes due 2022, the issuance of which will have been registered under the Securities Act. The form and terms of the New 2022 Notes are identical in all material respects to those of the Old 2022 Notes, except that the New 2022 Notes will be registered under the Securities Act and the transfer restrictions and registration rights relating to the Old 2022 Notes will not apply to the New 2022 Notes.

2022 Notes Exchange Offer		We are offering to exchange New 2022 Notes for Old 2022 Notes (the “2022 Notes Exchange Offer” and, together with the 2021 Notes Exchange Offer, the “Exchange Offers”) to satisfy our obligations under the 2022 Registration Rights Agreement that was executed when the Old 2022 Notes were issued in transactions in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act. You may tender your outstanding Old 2022 Notes for New 2022 Notes by following the procedures described below under the caption “The 2022 Notes Exchange Offer—Exchange Offer Procedures.”

Expiration Date		The 2022 Notes Exchange Offer will expire at 5:00 p.m., New York City time, on , 2013, unless we decide to extend it.

Conditions to the 2022 Notes Exchange Offer		The 2022 Registration Rights Agreement does not require us to accept Old 2022 Notes for exchange if the 2022 Notes Exchange Offer would violate any applicable law or interpretation of the staff of the Securities and Exchange Commission. The 2022 Notes Exchange Offer is not conditioned on a minimum aggregate principal amount of Old 2022 Notes being tendered. See the discussion below under the caption “The 2022 Notes Exchange Offer—Conditions to the 2022 Notes Exchange Offer” for more information regarding the conditions to the 2022 Notes Exchange Offer.

Withdrawal of Tenders		You may withdraw your tender of Old 2022 Notes at any time prior to 5:00 p.m., New York City time, on , 2013. To withdraw, you must follow the procedures described below under the caption “The 2022 Notes Exchange Offer—Withdrawal of Tenders.”

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Terms of the New Notes

The New Notes will be materially identical to the Old Notes, except that the New Notes will be registered under the Securities Act and the transfer restrictions and registration rights relating to the Old Notes will not apply to the New Notes. The New 2021 Notes will evidence the same debt as the Old 2021 Notes, and that certain Indenture dated as of January 15, 2013, among the Company, our subsidiary Kodiak Oil & Gas (USA) Inc., U.S. Bank National Association, as trustee, and Computershare Trust Company of Canada, as Canadian trustee, as amended by that certain supplemental indenture dated as of July 30, 2013 among the Company, our subsidiaries KOG Finance, LLC and Kodiak Williston, LLC and U.S. Bank National Association, as trustee, and Computershare Trust Company of Canada, as Canadian trustee (the “2021 Indenture”), will govern the New 2021 Notes and the Old 2021 Notes. The New 2022 Notes will evidence the same debt as the Old 2022 Notes, and that certain Indenture dated as of July 26, 2013, among the Company, our subsidiaries Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC, Kodiak Williston, LLC, U.S. Bank National Association, as trustee, and Computershare Trust Company of Canada, as Canadian trustee (the “2022 Indenture” and, together with the 2021 Indenture, the “Indentures”), will govern the New 2022 Notes and the Old 2022 Notes.

New 2021 Notes

The following summary contains basic information about the New 2021 Notes and is not intended to be complete. It does not contain all information that may be important to you. For a more complete understanding of the New 2021 Notes, please refer to the section entitled “Description of 2021 Notes” in this prospectus.

Issuer	Kodiak Oil & Gas Corp.

Notes Offered	Up to $350.0 million aggregate principal amount of 5.50% senior notes due 2021. An aggregate principal amount of $350.0 million of the Old 2021 Notes was originally issued on January 15, 2013.

Maturity	January 15, 2021.

Interest Payment Dates	The New 2021 Notes will bear interest at an annual rate of 5.50%. Interest is payable on January 15 and June 15 of each year.

Guarantees	The New 2021 Notes will be jointly and severally guaranteed on a senior unsecured basis by our subsidiaries, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC, Kodiak Williston, LLC and by certain future subsidiaries. See “Description of 2021 Notes—Covenants—Subsidiary Guarantees.”

Ranking	The New 2021 Notes will be our general senior obligations and will:

	·	rank senior in right of payment to any future subordinated indebtedness of the Company;

	·	rank equal in right of payment with any existing and future senior indebtedness of the Company;

	·	rank effectively junior in right of payment to the Company’s existing and future secured indebtedness (including indebtedness under our credit facility) to the extent of the value of the assets of the Company constituting collateral securing such indebtedness; and

	·	rank effectively junior in right of payment to any indebtedness or liabilities of any future subsidiaries of the Company that do not guarantee the 2021 Notes.

	The guarantees will be the subsidiary guarantors’ general senior unsecured obligations and will:

	·	rank senior in right of payment to any future subordinated indebtedness of such subsidiary guarantor;

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	·	rank equal in right of payment with any existing and future senior indebtedness of such subsidiary guarantor; and

	·	rank effectively junior in right of payment to all existing and future secured indebtedness of such subsidiary guarantor (including any indebtedness under our credit facility), to the extent of the value of the assets of such subsidiary guarantor constituting collateral securing such indebtedness.

	As of September 18, 2013, we had approximately $668.0 million of secured indebtedness, $1,555.2 million of senior indebtedness and no subordinated indebtedness and approximately $432.0 million of secured borrowing capacity available under our credit facility.

Optional Redemption	We will have the option to redeem the New 2021 Notes, in whole or in part, at any time on or after January 15, 2017, in each case at the redemption prices described under the caption below entitled “Description of 2021 Notes—Optional Redemption,” together with any accrued and unpaid interest to the date of such redemption.

	At any time prior to January 15, 2017, we may redeem the New 2021 Notes, in whole or in part, at a redemption price plus an applicable “make-whole” premium described under the caption below entitled “Description of 2021 Notes—Optional Redemption,” together with any accrued and unpaid interest to the date of such redemption.

	In addition, prior to January 15, 2016, we may, from time to time, redeem up to 35% of the aggregate principal amount of the New 2021 Notes with all or a portion of the net cash proceeds of certain equity offerings at a redemption price equal to 105.50% of the principal amount of the New 2021 Notes, plus any accrued and unpaid interest to the date of redemption.

Tax Redemption	If the Company is required to pay additional amounts as a result of changes in laws applicable to tax-related withholdings or deductions in respect of payments on the New 2021 Notes, the Company will have the option to redeem the New 2021 Notes, in whole but not in part, at a redemption price equal to 100% of the aggregate principal amount of the New 2021 Notes, plus any accrued and unpaid interest, if any, to the date of redemption and any additional amounts that may then be payable. See “Description of 2021 Notes—Redemption for Changes in Withholding Taxes.”

Additional Amounts	Any payments made by the Company with respect to the New 2021 Notes will be made without withholding or deduction, unless required by law. If the Company is required by law to withhold or deduct for taxes with respect to a payment to the holders of New 2021 Notes, the Company will, subject to certain exceptions, pay the additional amount necessary so that the net amount received by the holders of New 2021 Notes (other than certain excluded holders) after the withholding and deduction is not less than the amount they would have received in the absence of the withholding and deduction. See “Description of 2021 Notes—Payment of Additional Amounts.”

Change of Control; Asset Sales	Upon the occurrence of a change of control (as defined in the 2021 Indenture), holders of the New 2021 Notes will have the right to require us to repurchase all or a portion of the New 2021 Notes at a price equal to 101% of the aggregate principal amount of the New 2021 Notes repurchased, together with any accrued and unpaid interest to the date of purchase. In connection with certain asset sales, we will be required to use the net cash proceeds of the asset sale to make an offer to purchase the New 2021 Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase.

Certain Covenants	The 2021 Indenture contains covenants that limit our ability and ability of our restricted subsidiaries to, among other things:

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	·	make investments;

	·	incur additional indebtedness or issue preferred stock;

	·	create liens;

	·	sell assets;

	·	enter into agreements that restrict dividends or other payments by restricted subsidiaries;

	·	consolidate, merge or transfer all or substantially all of the assets of our company;

	·	engage in transactions with our affiliates;

	·	pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; and

	·	create unrestricted subsidiaries.

	However, during any period that both Standard and Poor’s Ratings Services and Moody’s Investors Service, Inc. have assigned the 2021 Notes an investment grade rating and no default has occurred and is continuing with respect to the 2021 Notes, most of the covenants will cease to be in effect with the exception of covenants that contain limitations on liens and certain consolidations, mergers and transfers of assets.

	These covenants are subject to important exceptions and qualifications, which are described under the caption below entitled “Description of 2021 Notes—Covenants.”

Additional Notes	We may from time to time create and issue additional 2021 Notes having the same terms as the 2021 Notes, so that such additional 2021 Notes shall be consolidated and form a single series with the existing 2021 Notes.

Liquidity	The New 2021 Notes generally will be freely transferable, but will also be new securities for which there will not initially be a market. There can be no assurance as to the development or liquidity of any market for the New 2021 Notes. We do not intend to apply for a listing of the New 2021 Notes on any securities exchange or any automated dealer quotation system.

Governing Law	The New 2021 Notes will be, and the 2021 Indenture is, governed by New York law.

Trustee	U.S. Bank National Association.

Canadian Trustee	Computershare Trust Company of Canada.

Risk Factors	Investing in the New 2021 Notes involves risks. Please see “Risk Factors” beginning on page 14 of this prospectus, as well as the other cautionary statements throughout this prospectus, for a discussion of factors you should carefully consider before deciding to invest in the New 2021 Notes.

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New 2022 Notes

The following summary contains basic information about the New 2022 Notes and is not intended to be complete. It does not contain all information that may be important to you. For a more complete understanding of the New 2022 Notes, please refer to the section entitled “Description of 2022 Notes” in this prospectus.

Issuer	Kodiak Oil & Gas Corp.

Notes Offered	Up to $400.0 million aggregate principal amount of 5.50% senior notes due 2022. An aggregate principal amount of $400.0 million of the Old 2022 Notes was originally issued on July 26, 2013.

Maturity	February 1, 2022.

Interest Payment Dates	The New 2022 Notes will bear interest at an annual rate of 5.50%. Interest is payable on February 1 and August 1 of each year.

Guarantees	The New 2022 Notes will be jointly and severally guaranteed on a senior unsecured basis by our subsidiaries, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC and Kodiak Williston, LLC and by certain future subsidiaries. See “Description of 2022 Notes—Covenants—Subsidiary Guarantees.”

Ranking	The New 2022 Notes will be our general senior obligations and will:

	·	rank senior in right of payment to any future subordinated indebtedness of the Company;

	·	rank equal in right of payment with any existing and future senior indebtedness of the Company;

	·	rank effectively junior in right of payment to the Company’s existing and future secured indebtedness (including indebtedness under our credit facility) to the extent of the value of the assets of the Company constituting collateral securing such indebtedness; and

	·	rank effectively junior in right of payment to any indebtedness or liabilities of any future subsidiaries of the Company that do not guarantee the 2022 Notes.

	The guarantees will be the subsidiary guarantors’ general senior unsecured obligations and will:

	·	rank senior in right of payment to any future subordinated indebtedness of such subsidiary guarantor;

	·	rank equal in right of payment with any existing and future senior indebtedness of such subsidiary guarantor; and

	·	rank effectively junior in right of payment to all existing and future secured indebtedness of such subsidiary guarantor (including any indebtedness under our credit facility), to the extent of the value of the assets of such subsidiary guarantor constituting collateral securing such indebtedness.

	As of September 18, 2013, we had approximately $668.0 million of secured indebtedness, $1,555.2 million of senior indebtedness and no subordinated indebtedness and approximately $432.0 million of secured borrowing capacity available under our credit facility.

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Optional Redemption	We will have the option to redeem the New 2022 Notes, in whole or in part, at any time on or after August 1, 2017, in each case at the redemption prices described under the caption below entitled “Description of 2022 Notes—Optional Redemption,” together with any accrued and unpaid interest to the date of such redemption.

	At any time prior to August 1, 2017, we may redeem the New 2022 Notes, in whole or in part, at a redemption price plus an applicable “make-whole” premium described under the caption below entitled “Description of 2022 Notes—Optional Redemption,” together with any accrued and unpaid interest to the date of such redemption.

	In addition, prior to August 1, 2016, we may, from time to time, redeem up to 35% of the aggregate principal amount of the New 2022 Notes with all or a portion of the net cash proceeds of certain equity offerings at a redemption price equal to 105.50% of the principal amount of the New 2022 Notes, plus any accrued and unpaid interest to the date of redemption.

Tax Redemption	If the Company is required to pay additional amounts as a result of changes in laws applicable to tax-related withholdings or deductions in respect of payments on the New 2022 Notes, the Company will have the option to redeem the New 2022 Notes, in whole but not in part, at a redemption price equal to 100% of the aggregate principal amount of the New 2022 Notes, plus any accrued and unpaid interest, if any, to the date of redemption and any additional amounts that may then be payable. See “Description of 2022 Notes—Redemption for Changes in Withholding Taxes.”

Additional Amounts	Any payments made by the Company with respect to the New 2022 Notes will be made without withholding or deduction, unless required by law. If the Company is required by law to withhold or deduct for taxes with respect to a payment to the holders of New 2022 Notes, the Company will, subject to certain exceptions, pay the additional amount necessary so that the net amount received by the holders of New 2022 Notes (other than certain excluded holders) after the withholding and deduction is not less than the amount they would have received in the absence of the withholding and deduction. See “Description of 2022 Notes—Payment of Additional Amounts.”

Change of Control; Asset Sales	Upon the occurrence of a change of control (as defined in the 2022 Indenture), holders of the New 2022 Notes will have the right to require us to repurchase all or a portion of the New 2022 Notes at a price equal to 101% of the aggregate principal amount of the New 2022 Notes repurchased, together with any accrued and unpaid interest to the date of purchase. In connection with certain asset sales, we will be required to use the net cash proceeds of the asset sale to make an offer to purchase the New 2022 Notes at 100% of the principal amount, together with any accrued and unpaid interest to the date of purchase.

Certain Covenants	The 2022 Indenture contains covenants that limit our ability and ability of our restricted subsidiaries to, among other things:

	·	make investments;

	·	incur additional indebtedness or issue preferred stock;

	·	create liens;

	·	sell assets;

	·	enter into agreements that restrict dividends or other payments by restricted subsidiaries;

	·	consolidate, merge or transfer all or substantially all of the assets of our company;

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Selected Historical Consolidated Financial Data

The following selected historical consolidated financial data should be read together with our most recent Annual Report on Form 10-K, as amended, for the year ended December 31, 2012 and Quarterly Reports on Form 10-Q for the three months ended March 31, 2013 and June 30, 2013, each of which is incorporated by reference in this prospectus. The consolidated statement of income data below for the years ended December 31, 2010, 2011 and 2012 and the consolidated balance sheet data as of December 31, 2011 and 2012 have been derived from our audited consolidated financial statements, which are incorporated by reference in this prospectus. The consolidated statement of income data below for the six months ended June 30, 2012 and 2013, and the consolidated balance sheet data as of June 30, 2012 and 2013, have been derived from our unaudited consolidated financial statements, which are incorporated by reference in this prospectus. The consolidated statement of operations data below for the years ended December 31, 2008 and 2009 and the consolidated balance sheet data for the years ended December 2008, 2009 and 2010 have been derived from our audited consolidated financial statements that are not included or incorporated by reference in this prospectus. Our unaudited consolidated financial statements are prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. Historical results are not necessarily indicative of results to be expected in the future, and operating results for the six months ended June 30, 2013 are not necessarily indicative of results that may be expected for the full year or future periods.

This information is a summary and should be read in conjunction with our consolidated financial statements and related notes included or incorporated by reference in this prospectus.

	Six Months Ended June 30,						Year Ended December 31,
	2013			2012			2012			2011			2010(1)			2009(1)			2008(1)
	(unaudited,						(dollars in thousands, except per share data)
	dollars in thousands, except per share data)
Income Statement Data:
Revenues
Oil sales	$	319,212		$	159,204		$	390,425		$	115,692		$	30,212		$	10,652		$	5,397
Gas sales	19,316			6,500			18,265			4,294			783			625			1,372
Total revenues	338,528			165,704			408,690			119,986			30,995			11,277			6,769
Operating expenses
Oil and gas production	73,522			34,500			85,498			26,885			6,795			2,220			3,579
Depletion, depreciation, amortization and accretion	119,794			60,484			155,634			32,068			8,234			3,159			4,172
Asset impairment	—			—			—			—			—			—			47,500
General and administrative	20,628			16,040			34,528			19,495			12,190			8,522			8,212
Total operating expenses	213,944			111,024			275,660			78,448			27,219			13,901			63,463
Operating income (loss)	124,584			54,680			133,030			41,538			3,776			(2,624		)	(56,694		)
Other income
Gain (loss) on commodity price risk management activities	6,923			72,232			44,602			(20,114		)	(6,146		)	—			—
Interest income (expense), net	(29,595		)	(8,168		)	(22,911		)	(18,887		)	(39		)	53			196
Other income	682			1,992			3,663			1,338			7			8			—
Total other income (expense)	(21,990		)	66,056			25,354			(37,663		)	(6,178		)	61			196
Income (loss) before income taxes	102,594			120,736			158,384			3,875			(2,402		)	(2,563		)	(56,498		)
Income tax expense	38,900			25,920			26,800			—			—			—			—
Net income (loss)	$	63,694		$	94,816		$	131,584		$	3,875		$	(2,402	)	$	(2,563	)	$	(56,498	)
Net income (loss) per common share:
Basic	$	0.24		$	0.36		$	0.50		$	0.02		$	(0.02	)	$	(0.02	)	$	(0.62	)
Diluted	$	0.24		$	0.35		$	0.49		$	0.02		$	(0.02	)	$	(0.02	)	$	(0.62	)
Weighted average common shares outstanding:
Basic	265,381,746			263,118,367			263,531,408			197,579,298			131,444,440			103,688,733			90,739,316
Diluted	267,851,680			267,419,601			267,671,296			200,551,992			131,444,440			103,688,733			90,739,316

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(1) Certain prior period balances were reclassified to conform to the December 31, 2011 presentation. Such reclassifications had no impact on net income, statements of cash flows, working capital or equity previously reported.

	As of June 30,				As of December 31,
	2013		2012		2012		2011		2010		2009		2008
	(unaudited,				(dollars in thousands)
	dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	14,072	$	13,496	$	24,060	$	81,604	$	101,198	$	24,885	$	7,581
Total current assets	142,985		133,389		147,574		168,901		135,316		37,005		20,655
Net oil and gas properties	2,605,700		1,763,598		2,196,190		815,632		232,662		42,236		17,843
Other long-term assets	94,660		44,833		29,872		714,944		1,959		442		519
Total assets	2,843,345		1,941,820		2,373,636		1,699,477		369,937		79,683		39,016
Current liabilities	214,049		113,296		196,990		96,135		25,427		8,695		5,231
Total liabilities	1,737,176		951,334		1,337,764		859,797		70,890		9,755		6,018
Stockholders’ equity	1,106,169		990,486		1,035,872		839,680		299,047		69,928		32,998

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RISK FACTORS

An investment in the New Notes is subject to a number of risks. You should carefully consider each of the risks described below, together with all of the other information contained in, or incorporated by reference in this prospectus, including our historical financial statements and related notes, in evaluating an investment in the New Notes. The risk factors set forth below are not the only risks that may affect our business. Our business could also be affected by additional risks not currently known to us or that we currently deem to be immaterial. If any of the following risks develops into actual events, our business, financial condition or results of operations could be negatively affected, the price of the New Notes could decline, and you may lose all or part of your investment. Information contained in this section may be considered “forward-looking statements.” See “Cautionary Statement Regarding Forward-Looking Statements” for a discussion of certain qualifications regarding such statements.

Risks Related to the Exchange Offers

Holders who fail to exchange their Old Notes will continue to be subject to restrictions on transfer.

If you do not exchange your Old Notes for New Notes in the Exchange Offers, you will continue to be subject to the restrictions on transfer of your Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or are offered and sold under an exemption from these requirements. We do not plan to register under the Securities Act any Old Notes that are not exchanged in the Exchange Offers and, except in limited circumstances, we are not obligated to undertake any such registration. For further information regarding the consequences of failing to exchange your Old Notes in the Exchange Offers, see the discussion below under the captions “The 2021 Notes Exchange Offer—Consequences of Failure to Exchange” and “ The 2022 Notes Exchange Offer—Consequences of Failure to Exchange.”

If you fail to exchange your Old Notes, the Old Notes may become less liquid as a result of the Exchange Offers, and you will no longer be entitled to an increase in interest payments on Old Notes associated with the Exchange Offers.

To the extent that the Old Notes are tendered and accepted for exchange in the Exchange Offers, the trading market for the Old Notes that remain outstanding may be significantly more limited. As a result, the liquidity of the Old Notes not tendered and accepted for exchange could be adversely affected. The extent of the market for Old Notes and the availability of price quotations would depend on a number of factors, including the number of holders of Old Notes remaining outstanding and the interest of securities firms in maintaining a market in the Old Notes. In addition, once the Exchange Offers have been completed, holders of Old Notes will not be entitled to any increase in the interest rate on their Old Notes that the Registration Rights Agreements provide for if we were to fail to complete the Exchange Offers.

You must comply with the Exchange Offer procedures in order to receive freely tradable New Notes.

Delivery of New Notes in exchange for Old Notes tendered and accepted for exchange pursuant to the respective Exchange Offers will be made only after timely receipt by the exchange agent of a confirmation of a book-entry transfer of the Old Notes into its account at DTC through ATOP (defined below) pursuant to the procedure for book-entry transfer described in this prospectus, along with a properly transmitted “agent’s message” (defined below), before the expiration date of the respective Exchange Offers. If you wish to participate in the Exchange Offers, you should be sure to allow enough time to provide the required deliverables. We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. See “The 2021 Notes Exchange Offer—Exchange Offer Procedures” and “The 2022 Notes Exchange Offer—Exchange Offer Procedures.”

Certain holders who exchange their Old Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Old Notes in the Exchange Offers for the purpose of participating in a distribution of the New Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Further, any profit on the resale of the New Notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

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The consummation of the Exchange Offers may not occur or may be delayed.

We are not obligated to complete the Exchange Offers under certain circumstances. See “The 2021 Notes Exchange Offer—Conditions to the 2021 Notes Exchange Offer” and “The 2022 Notes Exchange Offer—Conditions to the 2022 Notes Exchange Offer.” Even if the Exchange Offers are completed, they may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the Exchange Offers may have to wait longer than expected to receive their New Notes.

We may repurchase any Old Notes that are not tendered in the Exchange Offers on terms that are more favorable to the holders of the Old Notes than the terms of the Exchange Offers.

Although we do not currently intend to do so, we may, to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions, through subsequent tender or exchange offers or otherwise. Any other purchases made may be made on the same terms or on terms that are more or less favorable to holders than the terms of the Exchange Offers. We also reserve the right to repurchase any Old Notes not tendered. If we decide to repurchase Old Notes on terms that are more favorable than the terms of the Exchange Offers, those holders who decide not to participate in the Exchange Offers could be better off than those who participate in the Exchange Offers.

Risks Related to the New Notes

Our substantial level of indebtedness may increase, which could reduce our financial flexibility.

As of September 18, 2013, we had approximately $668.0 million of secured indebtedness, $1,555.2 million of senior indebtedness and no subordinated indebtedness. In the future, we may incur additional indebtedness in order to make future acquisitions or to develop our properties, including under our credit facility, under which, as of September 18, 2013, we have approximately $432.0 million of secured borrowing capacity available. Our level of indebtedness could affect our operations in several ways, including the following:

· a significant portion of our cash flows could be used to service our indebtedness;

· a high level of debt would increase our vulnerability to general adverse economic and industry conditions;

· the covenants contained in the agreements governing our outstanding indebtedness will limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

· a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and therefore, may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing;

· our debt covenants may also affect our flexibility in planning for, and reacting to, changes in the economy and in our industry;

· a high level of debt may make it more likely that a reduction in the borrowing base of our credit facility following a periodic redetermination could require us to repay a portion of our then outstanding bank borrowings;

· a high level of debt may impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes; and

· we may be vulnerable to interest rate increases, as any borrowings under our credit facility are at variable rates.

Our substantial level of indebtedness increases the risk that we may default on our debt obligations. Our ability to meet our debt obligations and to reduce our level of indebtedness depends on our future performance. General economic conditions, oil and natural gas prices and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. If we do not have sufficient funds on hand to pay our debt, we may be required to seek a waiver or amendment from our lenders, refinance our indebtedness, incur additional indebtedness, sell assets or sell additional shares of securities. We may not be able obtain such financing or complete such transactions on terms acceptable to us, or at all. Factors that will affect our ability to raise cash through an offering of our capital stock or a

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refinancing of our debt include financial market conditions, the value of our assets and our performance at the time we need capital.

In addition, we may not be able to consummate an asset sale to raise capital or sell assets at prices that we believe are fair, and proceeds that we do receive may not be adequate to meet any debt service obligations then due. Our credit facility, the indenture governing the 2019 Notes and the Indentures restrict our ability to use the proceeds from asset sales. Our failure to generate sufficient funds to pay our debts or to undertake any of these actions successfully could result in a default on our debt obligations, which would materially adversely affect our business, results of operations and financial condition.

Our credit facility, the indenture governing the 2019 Notes and the Indentures contain operating and financial restrictions that may restrict our business and financing activities.

Our credit facility, the indenture governing the 2019 Notes and the Indentures contain, and any future indebtedness we incur may contain, a number of restrictive covenants that will impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

· make investments;

· incur additional indebtedness or issue preferred stock;

· create liens;

· sell assets;

· enter into agreements that restrict dividends or other payments by restricted subsidiaries;

· consolidate, merge or transfer all or substantially all of the assets of our company;

· engage in transactions with our affiliates;

· pay dividends or make other distributions on capital stock or prepay subordinated indebtedness; and

· create unrestricted subsidiaries.

As a result of these covenants, we are and will continue to be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

Our ability to comply with some of the covenants and restrictions contained in our credit facility, the indenture governing the 2019 Notes and the Indentures may be affected by events beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.

A failure to comply with the covenants, ratios or tests in our credit facility or any future indebtedness could result in an event of default under the agreements governing our indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. If an event of default under our credit facility occurs and remains uncured, the lenders thereunder:

· would not be required to lend any additional amounts to us;

· could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

· may have the ability to require us to apply all of our available cash to repay these borrowings; and

· may prevent us from making debt service payments under our other agreements.

A payment default or an acceleration under our credit facility could result in an event of default and an acceleration under the aforementioned indentures for the Notes. If the indebtedness under the 2019 Notes or the Notes were to be

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accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full. In addition, our obligations under the credit facility are collateralized by perfected first priority liens and security interests on substantially all of our assets, including mortgage liens on oil and natural gas properties having at least 80% of the reserve value as determined by reserve reports, and if we are unable to repay our indebtedness under the credit facility, the lenders could seek to foreclose on our assets. See “Description of 2021 Notes” and “Description of 2022 Notes.”

Because all of our operations are conducted through our subsidiaries, our ability to service our debt is largely dependent on our receipt of distributions or other payments from our subsidiaries.

We are a holding company, and all of our operations are conducted through our subsidiaries. As a result, our ability to service our debt is dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Our subsidiaries are legally distinct from us and, unless they become guarantors of the Notes, have no obligation to pay amounts due on our debt or to make funds available to us for such payment. The ability of our subsidiaries to pay dividends, repay intercompany notes or make other advances to us is subject to restrictions imposed by applicable laws, tax considerations and the agreements governing our subsidiaries. In addition, such payment may be restricted by claims against our subsidiaries by their creditors, including suppliers, vendors, lessors and employees.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the New Notes, will depend upon our future operating performance, which is subject to general economic and competitive conditions and to financial, business and other factors, many of which we cannot control. In addition, availability under our credit facility is based on a borrowing base which is subject to semi-annual redetermination by our lenders based on their valuation of our proved reserves and the lenders’ internal criteria. In the event the amount outstanding under our credit facility at any time exceeds the borrowing base at such time, we may be required to repay a portion of our outstanding borrowings on an accelerated basis. As of September 18, 2013, we had approximately $668.0 million of secured indebtedness, $1,555.2 million of senior indebtedness and no subordinated indebtedness. In the future, we may incur additional indebtedness in order to make future acquisitions or to develop our properties, including under our credit facility, under which, as of September 18, 2013, we have approximately $432.0 million of secured borrowing capacity available

If we do not have sufficient funds on hand to pay our debt, we may be required to seek a waiver or amendment from our lenders, refinance our indebtedness, sell assets or sell additional shares of securities. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at the time. We may not be able obtain such financing or complete such transactions on terms acceptable to us, or at all. In addition, we may not be able to consummate an asset sale to raise capital or sell assets at prices that we believe are fair, and proceeds that we do receive may not be adequate to meet any debt service obligations then due. Our credit facility, the indenture governing the 2019 Notes and the Indentures restrict, but will not completely prohibit, our ability to use the proceeds from asset sales. Our failure to generate sufficient funds to pay our debts or to undertake any of these actions successfully could result in a default on our debt obligations, which would materially adversely affect our business, results of operations and financial condition.

Your right to receive payments on the New Notes is effectively subordinated to the rights of our and the guarantors’ existing and future secured creditors.

Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the New Notes to the extent of the value of the assets securing that other indebtedness. Notably, we and the guarantors are parties to our credit facility, which is secured by liens on substantially all of our assets and the assets of the guarantors. The New Notes will be effectively subordinated to the extent of the value of the assets constituting collateral securing such indebtedness. In the event of any distribution or payment of our or any guarantors’ assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to assets constituting collateral securing such indebtedness. Holders of New Notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the New Notes (including the 2019 Notes), and potentially with all of our or any guarantors’ other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the New Notes. As a result, holders of New Notes may receive less, ratably, than holders of secured indebtedness.

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As of September 18, 2013, we had approximately $668.0 million of secured indebtedness, $1,555.2 million of senior indebtedness and no subordinated indebtedness and approximately $432.0 million of secured borrowing capacity available under our credit facility. In addition, we will be permitted to borrow secured indebtedness in the future under the terms of the Indentures. See “Description of 2021 Notes—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” “Description of 2022 Notes—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” “Description of 2021 Notes—Covenants—Limitation on Liens” and “Description of 2022 Notes—Covenants—Limitation on Liens.”

Despite our current leverage, we may still be able to incur substantially more debt. This could further exacerbate the risks that we and our subsidiaries face.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of our credit facility, the indenture governing the 2019 Notes and the Indentures restrict, but will not completely prohibit, us from doing so. Our credit facility provides for a $1.5 billion revolving credit facility, and our current borrowing base thereunder is $1.1 billion. In addition, the indenture governing the 2019 Notes and the Indentures allow us to issue additional notes under certain circumstances which will also be guaranteed by the guarantors. Such indentures allow us to incur certain other additional secured debt and allow our subsidiaries that do not guarantee the Notes to incur additional debt, which would be structurally senior to the Notes. In addition, such indentures do not prevent us from incurring other liabilities that do not constitute indebtedness. See “Description of 2021 Notes” and “Description of 2022 Notes.” If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the New Notes from relying on that subsidiary to satisfy claims.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims under the guarantee may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee or, in some states, when payments become due under the guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and:

· was insolvent or rendered insolvent by reason of such incurrence;

· was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

· intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

A guarantee may also be voided, without regard to the above factors, if a court finds that the guarantor entered into the guarantee with the actual intent to hinder, delay or defraud its creditors.

A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if the guarantor did not substantially benefit directly or indirectly from the issuance of the guarantees. If a court were to void a guarantee, you would no longer have a claim against the guarantor.

Sufficient funds to repay the New Notes may not be available from other sources, including the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the subsidiary guarantor.

The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, a guarantor would be considered insolvent if:

· the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all its assets;

· the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.

Each subsidiary guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer.

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This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law or may eliminate the guarantor’s obligations or reduce the guarantor’s obligations to an amount that effectively makes the guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

Holders of the New Notes may not be able to determine when a change of control giving rise to their right to have the New Notes repurchased has occurred following a sale of “substantially all” of our assets.

The definitions of change of control in the Indentures include a phrase relating to the sale of “all or substantially all” of our assets. There is no precise established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of New Notes to require us to repurchase its New Notes as a result of a sale of less than all our assets to another person may be uncertain.

Upon a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the Indentures, which would violate the terms of the Notes.

Upon the occurrence of a change of control, holders of the Notes will have the right to require us to purchase all or any part of such holders’ Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase. There can be no assurance that either we or our subsidiary guarantors would have sufficient financial resources available to satisfy all of our or their obligations under these Notes in the event of a change in control. Our failure to purchase the Notes as required under the Indentures would result in a default under the Indentures, which could have material adverse consequences for us and the holders of the Notes. See “Description of 2021 Notes—Repurchase at the Option of Holders—Change of Control” and “Description of 2022 Notes—Repurchase at the Option of Holders—Change of Control.”

We cannot assure you that an active trading market will develop for the New Notes.

We cannot assure you that an active trading market will develop for the New Notes. At the time of the offering of the Old Notes, the initial purchasers informed us that they intended to make a market in the Old Notes and, if issued, the New Notes. However, such initial purchasers are not obligated to make a market in the Old Notes or the New Notes and, if commenced, may cease their market-making at any time without notice.

In addition, the liquidity of the trading market in the New Notes, and the market price quoted for the New Notes, may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active trading market will be maintained for the New Notes. If an active trading market is not maintained, the market price and liquidity of the New Notes may be adversely affected. In that case, you may not be able to sell your New Notes at a particular time, or you may not be able to sell your New Notes at a favorable price.

The market price for the New Notes may be volatile.

Even if an active trading market for the New Notes is maintained or does develop, there is no guarantee that it will continue. Historically, the market for non-investment grade debt has been subject to severe disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market, if any, for the New Notes may experience similar disruptions, and any such disruptions may adversely affect the liquidity in that market or the prices at which you may sell your New Notes. In addition, the New Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

Any rating downgrade for the Notes may cause the price of the Notes to fall.

We received credit ratings from certain rating services in connection with the offering of the Notes. In the event a rating service were to lower its rating on the Notes below the rating initially assigned to the Notes or otherwise announce its intention to put the Notes on credit watch, the price of the Notes could decline.

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Risks Related to the Company

To successfully execute our development program and pay our debt service obligations and other contractual obligations, we are dependent on cash generated from anticipated production, our credit facility and, if necessary, continued access to capital markets, any or all of which may not be available in sufficient amounts.

We are dependent on achieving projected levels of cash flows from production, the continued availability of our credit facility and, if necessary, continued access to capital markets to successfully execute our operating strategies and pay our debt service obligations and other contractual obligations. As part of our cash management strategy, we frequently use available funds to reduce any balance on our credit facility. Because of this, we generally maintain low cash and cash equivalent balances. As a result, since our principal source of operating cash flows (proved reserves to be produced in future years) is not considered working capital, we often have low or negative working capital. There can be no assurance that we will achieve anticipated future cash flows from production, that credit will be available under our credit facility when needed or that we will be able to complete transactions in the capital markets, if needed. Our ability to obtain financing on commercially reasonable terms is dependent on a number of factors, many of which we cannot control, including changes in our credit rating, interest rates, market perceptions of us and the oil and natural gas exploration and production industry and tax burdens due to new tax laws. If we were not successful in obtaining sufficient funding or completing an alternative transaction on a timely basis on terms acceptable to us, we would be required to curtail our planned expenditures or restructure our operations (including reducing our rig count and sub-contracting our pressure pumping services agreement, either of which may result in termination fees depending on the timing and requirements of the underlying agreements), we would be unable to implement our original exploration and drilling program, and we may be unable to service our debt obligation or satisfy our contractual obligations. Any such consequences could have a material adverse effect on our business, financial condition and results of operation.

Part of our strategy involves drilling in existing or emerging shale plays using some of the latest available horizontal drilling and completion techniques. The results of our planned exploratory and development drilling in these plays are subject to drilling and completion technique risks and drilling results may not meet our expectations for reserves or production. As a result, we may incur material write-downs and the value of our undeveloped acreage could decline if drilling results are unsuccessful.

Operations in the Bakken involve utilizing some of the latest drilling and completion techniques as developed by us and our service providers. Risks that we face while drilling include, but are not limited to, landing our wellbore in the desired drilling zone, staying in the desired drilling zone while drilling horizontally through the formation, running our casing the entire length of the wellbore and being able to run tools and other equipment consistently through the horizontal wellbore. Risks that we face while completing our wells include, but are not limited to, being able to fracture stimulate the planned number of stages, being able to run tools the entire length of the wellbore and successfully cleaning out the wellbore after completion of the final fracture stimulation stage.

Our experience with horizontal drilling utilizing the latest drilling and completion techniques specifically in the Bakken is limited to the time since our operations began in 2008. Ultimately, the success of these drilling and completion techniques can only be evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period. If our drilling results are less than anticipated or we are unable to execute our drilling program because of capital constraints, lease expirations, access to gathering systems and limited takeaway capacity or otherwise, and/or natural gas and oil prices decline, the return on our investment in these areas may not be as attractive as we anticipate and we could incur material write-downs of unevaluated properties and the value of our undeveloped acreage could decline in the future.

Substantially all of our producing properties and operations are located in the Williston Basin region, making us vulnerable to risks associated with operating in one major geographic area.

As of December 31, 2012, substantially all of our estimated proved reserves and production were generated in the Williston Basin in northwestern North Dakota and northeastern Montana. As a result, we may be disproportionately exposed to the impact of delays or interruptions of production from these wells caused by transportation capacity constraints, curtailment of production, availability of equipment, facilities, personnel or services, significant governmental regulation, natural disasters, adverse weather conditions, plant closures for scheduled maintenance or interruption of transportation of oil or natural gas produced from the wells in this area. In addition, the effect of fluctuations on supply and demand may become more pronounced within specific geographic oil and gas producing areas such as the Williston Basin, which may cause these conditions to occur with greater frequency or magnify the effect of these conditions. Due to the concentrated nature of our portfolio of properties, a number of our properties could experience any of the same conditions at the same time, resulting in

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a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of properties. Such delays or interruptions could have a material adverse effect on our financial condition and results of operations.

Our substantial indebtedness, which may increase in the future, reduces our financial and operating flexibility.

As of September 18, 2013, we had approximately $668.0 million of secured indebtedness, $1,555.2 million of senior indebtedness and no subordinated indebtedness and approximately $432.0 million of secured borrowing capacity available under our credit facility. In addition, we and our subsidiaries may incur substantial additional indebtedness in the future. Our credit facility provides for $1.1 billion in aggregate commitments, and our current borrowing base thereunder is $1.1 billion. In addition, the indenture governing the 2019 Notes and the Indentures allow us to issue additional notes under certain circumstances, which notes would also be guaranteed by the guarantors. Such indentures allow us to incur certain other additional secured debt and allow our subsidiaries that do not guarantee the notes to incur additional debt, which would be structurally senior to the Notes. If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face would increase.

A high level of indebtedness subjects us to a number of adverse risks. In particular, a high level of indebtedness may make it more likely that a reduction in the borrowing base of our credit facility following a periodic redetermination could require us to repay a portion of outstanding borrowings, may impair our ability to obtain additional financing in the future, and increases the risk that we may default on our debt obligations. In addition, we must devote a significant portion of our cash flows to service our debt, and we are subject to interest rate risk under our credit facility, which bears interest at a variable rate. Any increase in our interest rates could have an adverse impact on our financial condition, results of operations and growth prospects.

Our ability to meet our debt obligations and to reduce our level of indebtedness depends on our future performance. General economic conditions, oil and natural gas prices and financial, business and other factors affect our operations and our future performance. Many of these factors are beyond our control. If we do not have sufficient funds on hand to pay our debt when due, we may be required to seek a waiver or amendment from our lenders, refinance our indebtedness, incur additional indebtedness, sell assets or sell additional securities. We may not be able to complete such transactions on terms acceptable to us, or at all. Our failure to generate sufficient funds to pay our debts or to undertake any of these actions successfully could result in a default on our debt obligations, which would materially adversely affect our business, results of operations and financial condition.

Our credit facility, the indenture governing the 2019 Notes, and the Indentures contain operating and financial restrictions that may restrict our business and financing activities.

Our credit facility, the indenture governing the 2019 Notes, and the Indentures contain (and any future indebtedness we incur may contain) a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things, make investments, incur additional indebtedness or issue preferred stock, consolidate, merge or sell assets, make distributions on capital stock or prepay subordinated indebtedness and create unrestricted subsidiaries. As a result of these covenants, we are and will continue to be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

Our ability to comply with some of the covenants and restrictions contained in our credit facility and the aforementioned indentures may be affected by events beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. A failure to comply with the covenants, ratios or tests in our credit facility or any future indebtedness could result in an event of default under the agreements governing our indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. If an event of default under our credit facility occurs and remains uncured, the lenders thereunder:

· would not be required to lend any additional amounts to us;

· could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

· may have the ability to require us to apply all of our available cash to repay these borrowings; and

· may prevent us from making debt service payments under our other agreements.

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A payment default or an acceleration under our credit facility could result in an event of default and an acceleration under the aforementioned indentures for the 2019 notes and for the Notes. If the indebtedness under our senior notes were to be accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full. In addition, our obligations under the credit facility are collateralized by perfected first priority liens and security interests on substantially all of our assets, including mortgage liens on oil and natural gas properties having at least 80% of the reserve value as determined by reserve reports, and if we are unable to repay our indebtedness under the credit facility, the lenders could seek to foreclose on our assets.

Servicing our debt requires a significant amount of cash, which we may not have available when payments are due, and our ability to service our debt is largely dependent on our receipt of distributions or other payments from our subsidiaries.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the Notes, will depend upon our future operating performance, which is subject to general economic and competitive conditions and to financial, business and other factors, many of which we cannot control. In addition, because we are a holding company, our ability to service our debt is largely dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Our subsidiaries are legally distinct from us and, unless they become guarantors of the Notes, have no obligation to make funds available to us for such payment. The ability of our subsidiaries to pay dividends, repay intercompany notes or make other advances to us is subject to restrictions imposed by applicable laws, tax considerations and the agreements governing our subsidiaries. In addition, such payment may be restricted by claims against our subsidiaries by its creditors, including suppliers, vendors, lessors and employees.

The availability of borrowings under our credit facility is based on a borrowing base, which is subject to semi-annual redetermination by our lenders based on their valuation of our proved reserves and the lenders’ internal criteria. In the event the amount outstanding under our credit facility at any time exceeds the borrowing base at such time, we may be required to repay a portion of our outstanding borrowings on an accelerated basis. In the future, we may incur additional indebtedness in order to make future acquisitions or to develop our properties, including under our credit facility.

If we do not have sufficient funds on hand to pay our debt, we may be required to seek a waiver or amendment from our lenders, refinance our indebtedness, sell assets or sell additional shares of securities. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at the time. We may not be able obtain such financing or complete such transactions on terms acceptable to us, or at all. In addition, we may not be able to consummate an asset sale to raise capital or sell assets at prices that we believe are fair, and proceeds that we do receive may not be adequate to meet any debt service obligations then due. Our credit facility, the indenture governing the 2019 Notes and the Indentures restrict, but do not completely prohibit, our ability to use the proceeds from asset sales. Our failure to generate sufficient funds to pay our debts or to undertake any of these actions successfully could result in a default on our debt obligations, which would materially adversely affect our business, results of operations and financial condition.

We may not adhere to our proposed drilling schedule, and we may not be able to successfully drill wells that produce oil or natural gas in commercially viable quantities. Our drilling, completion and workover activities may affect our production.

Although we have budgeted for approximately 100 drilling locations for 2013, we may not be able to drill those locations within our expected time frame or at all. Our final determination of whether to drill any scheduled or budgeted wells will be dependent on a number of factors, including the availability and costs of equipment and crews, economic and industry conditions, prices for oil and gas and the availability of sufficient capital resources.

In addition, we cannot assure you that each well we do drill will produce commercial quantities of oil and natural gas. The total cost of drilling, completing and operating a well is uncertain before drilling commences. Overruns in budgeted expenditures are a common risk that can make a particular project uneconomical. The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling each well whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities. Our use of seismic data is subject to interpretation and may not accurately identify the presence of natural gas and oil. Further, many factors may curtail, delay or cancel drilling, including the following:

· delays and restrictions imposed by or resulting from compliance with regulatory requirements;

· changes in laws and regulations applicable to oil and natural gas activities;

· hazards resulting from unusual or unexpected geological or environmental conditions;

· shortages of or delays in obtaining equipment and qualified personnel;

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We have historically incurred losses and cannot assure investors as to future profitability.

Although we had net income for the years ended December 31, 2011 and 2012, we have historically incurred losses from operations during our history in the oil and natural gas business. While we have developed some of our properties, many of our properties are in the exploration stage, and to date we have established a limited volume of proved reserves on our properties. Our ability to be profitable in the future will depend on successfully implementing our acquisition, exploration, development and production activities, all of which are subject to many risks beyond our control. We cannot assure you that we will successfully implement our business plan or that we will achieve commercial profitability in the future. Even if we remain profitable on an annual basis, we cannot assure you that our profitability will be sustainable or increase on a periodic basis.

The actual quantities and present value of our proved reserves may be lower than we have estimated. In addition, the present value of future net revenues from our proved reserves will not necessarily be the same as the current market value of our estimated oil and natural gas reserves.

This prospectus and certain documents incorporated by reference herein, including our annual report on Form 10-K for the year ended December 31, 2012, contain estimates of our, and certain acquired properties’, as applicable, proved oil and natural gas reserves and the estimated future net revenues from these reserves. The June 30, 2013 and December 31, 2012, 2011 and 2010 reserve estimates were prepared by Netherland, Sewell & Associates, Inc. The process of estimating oil and natural gas reserves is complex and requires significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir. Accordingly, these estimates are inherently imprecise. The estimated reserves for the July 2013 Acquisition were prepared by us based on information obtained from the seller, which may not be reliable and has not been independently verified. Actual future production, oil and natural gas prices, revenues, taxes, development and operating expenses, and quantities of recoverable oil and natural gas reserves most likely will vary from these estimates and vary over time. Such variations may be significant and could materially affect the estimated quantities and present value of our proved reserves. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development drilling, results of secondary and tertiary recovery applications, prevailing oil and natural gas prices and other factors, many of which are beyond our control. You should also not assume that our initial rates of production of our wells will lead to greater overall production over the life of the wells, or that early results suggesting lack of reservoir continuity will prove to be accurate.

You should not assume that the present value of future net revenues referred to in this prospectus or our most recently filed annual report on Form 10-K, as amended, for the year ended December 31, 2012, is the current market value of our estimated oil and natural gas reserves. In accordance with SEC requirements, the estimated discounted future net cash flows from proved reserves are generally based on the un-weighted average of the closing prices during the first day of each of the twelve months preceding the end of the fiscal year. Actual future prices and costs may be materially higher or lower than the prices and costs as of the date of the estimate. Any change in consumption by oil or natural gas purchasers or in governmental regulations or taxation will also affect actual future net cash flows. The timing of both the production and the expenses from the development and production of our oil and natural gas properties will affect the timing of actual future net cash flows from proved reserves and their present value. In addition, the 10% discount factor, which is required by the SEC to be used in calculating discounted future net cash flows for reporting purposes, is not necessarily the most appropriate discount factor nor does it reflect discount factors used in the market place for the purchase and sale of oil and natural gas.

Our reserves and production will decline, and unless we replace our oil and natural gas reserves, our business, financial condition and results of operations will be adversely affected.

Producing oil and natural gas reserves ultimately results in declining production that will vary depending on reservoir characteristics and other factors. Thus, our future oil and natural gas production and resulting cash flow and earnings are directly dependent upon our success in developing our current reserves and finding additional recoverable reserves. We may not be able to develop, find or acquire additional reserves to replace our current and future production at acceptable costs.

Properties that we have acquired and that we may acquire in the future may not produce oil or natural gas as projected, and we may be unable to successfully determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers against them, which could cause us to incur losses.

One of our growth strategies is to pursue selective acquisitions of undeveloped leasehold oil and natural gas reserves. When we choose to pursue an acquisition, we perform an informal review of the target properties that we believe is consistent with industry practices. However, these informal reviews are inherently incomplete. Generally, it is not feasible to

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review in depth every individual property involved in each acquisition, and we have generally not done so in connection with our historical acquisitions. Even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and potential. We may not perform, and in connection with our historical acquisitions have generally not performed, an inspection on every well. Environmental problems, such as subsurface or groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even if problems are identified, we may not be able to obtain effective contractual protection against all or part of those problems, and we often may assume environmental and other risks and liabilities in connection with the acquired properties, as has generally been the case with respect to properties acquired to date.

Our business involves numerous operating hazards and exposure to significant weather and climate risks. We have not insured and cannot fully insure against all risks related to our operations, which could result in substantial claims for which we are underinsured or uninsured.

We have not insured and cannot fully insure against all risks and have not attempted to insure fully against risks where the cost of available coverage is excessive relative to the perceived risks presented. In addition, certain pollution and environmental risks generally are not insurable. Our exploration, drilling and other activities are subject to risks such as:

· adverse weather conditions, natural disasters and other environmental disturbances;

· fires and explosions;

· theft or vandalism of oilfield equipment and supplies, especially in areas of increased activity;

· environmental hazards, such as uncontrollable flows of natural gas, oil, brine, well fluids, toxic gas or other pollution into the environment, including groundwater and shoreline contamination;

· abnormally pressured formations;

· equipment malfunctions and/or mechanical failure on high-volume wells;

· personal injuries and death, including insufficient worker compensation coverage for third-party contractors who provide drilling services; and

· security breaches or terroristic acts.

In particular, our operations in North Dakota, Montana and Wyoming are conducted in areas subject to extreme weather conditions and often in difficult terrain. Primarily in the winter and spring, our operations are often curtailed because of cold, snow and wet conditions. Unusually severe weather could further curtail these operations, including drilling of new wells or production from existing wells, and depending on the severity of the weather, could have a material adverse effect on our business, financial condition and results of operations. In addition, weather conditions and other events could temporarily impair our ability to transport our oil and natural gas production.

As is customary with industry practice, operators generally indemnify drilling contractors and oilfield service companies (collectively, contractors) against certain losses suffered by the operator and third parties resulting from a well blowout or fire or other uncontrolled flow of hydrocarbons, regardless of the relative fault of the contractor.

We do not carry business interruption insurance coverage. Losses and liabilities arising from uninsured and underinsured events, which could arise from even one catastrophic accident, could reduce the funds available for our exploration, development and production activities and could materially and adversely affect our business, results of operations and financial condition.

We have limited control over activities in properties we do not operate, which could reduce our production and revenues, affect the timing and amounts of capital requirements and potentially result in a dilution of our respective ownership interest in the event we are unable to make any required capital contributions.

We do not operate all of the properties in which we have an interest. As a result, we may have a limited ability to exercise influence over normal operating procedures, expenditures or future development of underlying properties and their associated costs. For all of the properties that are operated by others, we are dependent on their decision-making with respect

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to day-to-day operations over which we have little control. The failure of an operator of wells in which we have an interest to adequately perform operations, or an operator’s breach of applicable agreements, could reduce production and revenues we receive from that well. The success and timing of our drilling and development activities on properties operated by others depend upon a number of factors outside of our control, including the timing and amount of capital expenditures, the available expertise and financial resources, the inclusion of other participants and the use of technology. Since we do not own the majority interest in many of the wells we do not operate, we may not be in a position to remove the operator in the event of poor performance.

In particular, we are party to a joint venture agreement with a third party that relates to the development of certain of our properties in Dunn County, North Dakota. Pursuant to this agreement, we are required to pay 50% of the drilling expenses attributable to our joint venture’s proportionate interest incurred in the area of mutual interest. If the expenses associated with our joint venture partner’s exploration activity exceed our current expectations or if our joint venture partner mobilizes additional drilling rigs in the future, we may be required to make significantly higher capital contributions to satisfy our proportionate share of the exploration costs. If such capital contributions are required, we may not be able to obtain the financing necessary to satisfy our obligations or we may have to reallocate our anticipated capital expenditure budget. In the event that we do not participate in future capital contributions with respect to this joint venture agreement or any other agreements relating to properties we do not operate, our respective ownership interest could be diluted.

We depend on a limited number of purchasers for sales of our oil and natural gas. We are exposed to credit risk if one or more of our significant purchasers becomes insolvent and fails to pay amounts owed to us.

For the year ended December 31, 2012 and for the six months ended June 30, 2013, approximately 60% and 68%, respectively, of our oil and natural gas revenues were from three purchasers. It is possible that one or more of our purchasers will become financially distressed and default on their obligations to us. Furthermore, bankruptcy of one or more of our purchasers, or some other similar procedure, might make it difficult for us to collect all or a significant portion of amounts owed by the purchasers. Our inability to collect our accounts receivable could have a material adverse effect on our results of operations.

The concentration of credit risk in a single industry affects our overall exposure to credit risk because purchasers may be similarly affected by changes in economic and other conditions. Although we have not been directly affected, we are aware that some refiners have filed for bankruptcy protection, which has caused the affected producers to not receive payment for the production that was delivered. If economic conditions deteriorate, it is likely that additional, similar situations will occur which will expose us to added risk of not being paid for oil or natural gas that we deliver. We do not obtain credit protections such as letters of credit, guarantees or prepayments from our purchasers. We are unable to predict what impact the financial difficulties of any of our purchasers may have on our future results of operations and liquidity.

Our interests are held in the form of leases that we may be unable to retain and the title to our properties may be defective.

Our properties are held under leases and working interests in leases. Generally, the leases we are a party to provide for a fixed term, but contain a provision that allows us to extend the term of the lease so long as we are producing oil or natural gas in quantities to meet the required payments under the lease. If we or the holder of a lease fails to meet the specific requirements of the lease regarding delay rental payments, continuous production or development, or similar terms, portions of the lease may terminate or expire. There can be no assurance that any of the obligations required to maintain each lease will be met. The termination or expiration of our leases or the working interests relating to leases may reduce our opportunity to exploit a given prospect for oil and natural gas production and thus have a material adverse effect on our business, results of operation and financial condition.

It is our practice in acquiring interests in oil and natural gas leases not to undergo the expense of retaining lawyers to fully examine the title to the interest to be placed under lease or already placed under lease. Rather, we rely upon the judgment of oil and natural gas lease brokers or landmen who actually do the field work in examining records in the appropriate governmental office before attempting to place under lease a specific interest. We believe that this practice is widely followed in the oil and natural gas industry.

Prior to drilling a well for oil and natural gas, it is the normal practice in the oil and natural gas industry for the person or company acting as the operator of the well to hire a lawyer to examine the title to the unit within which the proposed oil and natural gas well is to be drilled. Frequently, as a result of such examination, curative work must be done to correct deficiencies in the marketability of the title. The work entails expense and might include obtaining an affidavit of heirship or causing an estate to be administered. The examination made by the title lawyers may reveal that the oil and natural gas lease or leases are worthless, having been purchased in error from a person who is not the owner of the mineral interest desired. In such instances, the amount paid for such oil and natural gas lease or leases may be lost.

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Our significant inventory of undeveloped acreage and large percentage of undeveloped proved reserves may create additional economic risk.

Our success is largely dependent upon our ability to develop our significant inventory of future drilling locations, undeveloped acreage and undeveloped reserves. As of December 31, 2012 and June 30, 2013, approximately 54% and 46%, respectively, of our total proved reserves were undeveloped. To the extent our drilling results are not as successful as we anticipate, natural gas and oil prices decline, or sufficient funds are not available to drill these locations and reserves, we may not capture the expected or projected value of these properties. In addition, delays in the development of our reserves or increases in costs to drill and develop such reserves will reduce the PV-10 value of our estimated proved undeveloped reserves and future net revenues estimated for such reserves and may result in some projects becoming uneconomic.

We depend on our key management personnel and technical experts and the loss any of these individuals could adversely affect our business.

If we lose the services of our key management personnel, technical experts or are unable to attract additional qualified personnel, our business, financial condition, results of operations, development efforts and ability to grow could suffer. We have assembled a team of engineers and geologists who have considerable experience in applying advanced horizontal drilling and completion technology to explore for and to develop oil and natural gas. We depend upon the knowledge, skill and experience of these experts to assist us in improving the performance and reducing the risks associated with our participation in oil and natural gas exploration and development projects. In addition, the success of our business depends, to a significant extent, upon the abilities and continued efforts of our management.

The sale of our oil and natural gas production depends in part on gathering, transportation and processing facilities. Any limitation in the availability of, or our access to, those facilities would interfere with our ability to market the oil and natural gas that we produce and could adversely impact our drilling program, cash flows and results of operations.

We deliver oil and natural gas through gathering, processing and pipeline systems that we do not own. The amount of oil and natural gas that we can produce and sell is subject to the accessibility, availability, proximity and capacity of these gathering, processing and pipeline systems. In particular, natural gas produced in the Bakken has a high Btu content that requires gas processing to remove the natural gas liquids before it can be redelivered into transmission pipelines. Industry-wide in the Williston Basin, there is currently a shortage of gas gathering and processing capacity. Such shortage has limited our ability to sell our gas production. As a result, the majority of our gas from the Bakken wells to date has been flared.

The lack of availability of capacity in any of the gathering, processing and pipeline systems, and in particular the processing facilities, could result in our inability to realize the full economic potential of our production or in a reduction of the price offered for our production. Additionally, if we were prohibited from flaring natural gas due to environmental or other regulations, then we would be forced to shut-in producing wells, which would also adversely impact our drilling program. Any significant change in market factors or other conditions affecting these infrastructure systems and facilities, as well as any delays in constructing new infrastructure systems and facilities or any changes in regulatory requirements affecting flaring activities, could harm our business and, in turn, our financial condition, results of operations and cash flows.

Operations on the Fort Berthold Indian Reservation of the Three Affiliated Tribes in North Dakota are subject to various federal and tribal regulations and laws, any of which may increase our costs and delay our operations.

Various federal agencies including the Office of Natural Resources Revenue (formerly the Minerals Management Service) and the Bureau of Indian Affairs (the “BIA”), along with the Three Affiliated Tribes, promulgate and enforce regulations pertaining to operations on the Fort Berthold Indian Reservation. In addition, the Three Affiliated Tribes is a sovereign nation having the right to enforce laws and regulations independent from federal, state and local statutes and regulations. These tribal laws and regulations include various taxes, fees and other conditions that apply to lessees, operators and contractors conducting operations on Native American tribal lands. Lessees and operators conducting operations on tribal lands are generally subject to the Native American tribal court system. One or more of these factors may increase our costs of doing business on the Fort Berthold Indian Reservation and may have an adverse impact on our ability to effectively transport products within the Fort Berthold Indian Reservation or to conduct our operations on such lands.

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We may have difficulty managing our growth and the related demands on our resources, and the integration of significant acquisitions may be difficult.

In recent years, we have experienced significant growth through the expansion of our drilling program and through significant acquisitions. As a result of our growth, we may experience difficulties in finding and retaining additional qualified personnel. In an effort to meet the demands of our planned activities, we may be required to supplement our staff with contract and consulting personnel until we are able to hire new employees. In addition, our management may not be able to successfully or efficiently manage our growth and significant indebtedness. As a result, we may be unable to fully execute our plans, which could have a material adverse effect on our growth, results of operations and our ability to pay amounts owed in respect of our long term indebtedness.

We periodically evaluate potential acquisitions of reserves, properties, prospects and leaseholds and other strategic transactions, any of which acquisitions would likely result in additional strains on our resources. Successful acquisitions require an assessment of numerous factors, and the accuracy of these assessments is inherently uncertain. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. We often are not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is” basis, and if we are entitled to environmental indemnification, we often are entitled to only limited indemnification. Significant acquisitions and other strategic transactions may involve other risks, including diversion of our management’s attention, challenge and cost of integrating acquired operations and failure to realize the full benefit that we expect. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of our business. Members of our senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our business. If our senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer.

Risks Relating to Our Industry

Oil and natural gas prices are volatile. A substantial or extended decline in oil prices, an expansion in the differential between market prices and the price we receive and, to a lesser extent, a decrease in natural gas prices, could adversely affect our financial position, financial results, cash flows, access to capital and ability to grow.

Historically, the markets for natural gas and oil have been volatile and they are likely to continue to be volatile. As with most other companies involved in resource exploration and development, we may be adversely affected by future increases in the costs of conducting exploration, development and resource extraction that may not be fully offset by increases in the price received on sales of oil or natural gas. Our focus on exploration activities therefore exposes us to greater risks than are generally encountered in later-stage oil and natural gas property development companies.

The economic success of any drilling project will depend on numerous factors, including:

· our ability to drill, complete and operate wells;

· our ability to estimate the volumes of recoverable reserves relating to individual projects;

· rates of future production;

· future commodity prices received; and

· investment and operating costs and possible environmental liabilities.

Wide fluctuations in natural gas and oil prices may result from relatively minor changes in the supply of and demand for natural gas and oil, market uncertainty and other factors that are beyond our control. Historically, the markets for oil and natural gas have been volatile. These markets will likely continue to be volatile in the future. The prices a producer may expect and its level of production depend on numerous factors beyond its control, such as:

· worldwide and domestic supplies of natural gas and oil;

· weather conditions;

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Conducting operations in the oil and natural gas industry subjects us to complex laws and regulations that can have a material adverse effect on the cost, manner and feasibility of doing business.

Companies that explore for and develop, produce and sell oil and natural gas in the United States are subject to extensive federal, state, local and tribal laws and regulations, including complex tax and environmental laws and the corresponding regulations, and are required to obtain various permits and approvals from federal, state, local and tribal agencies and authorities. Our ability to obtain, sustain and renew these permits on acceptable terms and without unfavorable restrictions or conditions is subject to a change in regulations and policies and to the discretion of the applicable governmental agencies or authorities, among other factors. Our inability to obtain, or our loss of or denial of extensions of, any of these permits could limit our ability to conduct our operations as planned. In addition, we may be required to make large expenditures to comply with governmental regulations. Matters subject to regulation include:

· drilling permits, bonds and reports concerning operations;

· drilling and casing wells, plugging and abandoning wells and reclamation and restoration of properties;

· well stimulation processes;

· air and water quality, water discharge and disposal, and noise levels;

· location and spacing of wells, unitization and pooling of properties;

· rights-of-way and easements;

· gathering, storage, transportation and marketing of oil and natural gas;

· reclamation and remediation, environmental protection, and habitat and endangered species protection;

· safety precautions;

· taxation; and

· waste transport and disposal.

Failure to comply with these laws and regulations may result in the suspension or termination of operations and subject us to liabilities and administrative, civil and criminal penalties. Compliance costs can be significant. Moreover, these laws and regulations could change in ways that substantially increase the costs of doing business. Any such liabilities, penalties, suspensions, terminations or regulatory changes could materially and adversely affect our business, financial condition and results of operations.

Developments in the global financial system may have impacts on our liquidity and financial condition that we currently cannot predict.

Global financial markets may have a material adverse impact on our business and our financial condition, and we may face challenges if conditions in the financial markets are inadequate to finance our activities at a reasonable cost of capital. There continues to be concern over the worldwide economic outlook, geopolitical issues, the availability and costs of credit, the negative impact on economic growth resulting from the combination of federal income tax increases and government spending restrictions which occurred at the end of the calendar year 2012 in the U.S. and the sovereign debt crisis, all of which have contributed to increased volatility in the global financial markets and commodity prices and diminished expectations for the global economy. We are unable to predict the duration or severity of the current economic situation or its impact on our business. As a result, our ability to access the capital markets or borrow money may be restricted or made more expensive at a time when we would like, or need, to raise capital, which could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations and capital expenditures in the future. The economic situation could have an impact on our lenders or customers, causing them to fail to meet their obligations to us, and on the liquidity of our operating partners, resulting in delays in operations or their failure to make required payments. Also, market conditions could have an impact on our natural gas and oil derivatives transactions if our counterparties are unable to perform their obligations or seek bankruptcy protection. Additionally, developments in the global financial system could lead to further reductions in the demand for natural gas and oil, or further

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reductions in the prices of natural gas and oil, or both, which could have a negative impact on our financial position, results of operations and cash flows. While the ultimate outcome and impact of the current financial situation cannot be predicted, it may have a material adverse effect on our future liquidity, results of operations and financial condition.

Our operations are subject to environmental, health and safety, and historic preservation laws and regulations that may expose us to significant costs and liabilities.

Our oil and natural gas exploration and production operations are subject to stringent and complex federal, state, local and tribal laws and regulations governing environmental protection, health and safety and historic preservation. These laws and regulations include, but are not limited to, the Clean Air Act, the Clean Water Act, the Oil Pollution Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Safe Drinking Water Act, the Endangered Species Act, the Migratory Bird Treaty Act, the National Environmental Policy Act, the Occupational Safety and Health Act, the National Historic Preservation Act, and the Native American Graves Protection and Repatriation Act, and their state counterparts and similar statutes, which provide for civil, criminal and administrative penalties and other sanctions for violation of their requirements. These laws and regulations impose numerous obligations on us and our operations. Several governmental authorities, such as the U.S. Environmental Protection Agency, the BIA, the Bureau of Land Management and analogous state agencies, have the power to enforce compliance with these laws and regulations and the permits issued thereunder. The interpretation and enforcement of these laws, regulations and permits has tended to become more stringent over time. Failure to comply with these laws, regulations and permits may result in the assessment of administrative, civil or criminal penalties; the imposition of investigatory, remedial or monitoring obligations; and the issuance of injunctions limiting or prohibiting some or all of our operations.

There is inherent risk of incurring significant environmental costs and liabilities in the performance of our operations because of our handling of petroleum hydrocarbons and wastes, air emissions and wastewater discharges related to our operations, our ownership and operation of real property, including acquired properties, and historical industry operations and waste disposal practices. Under certain environmental laws and regulations, we could be subject to strict, joint and several liability for the removal or remediation of contamination at properties we currently own, lease or operate or have owned, leased or operated in the past or to which we have sent waste. These laws often impose liability even if the owner, lessee or operator was not responsible for the contamination or the contamination resulted from actions taken in compliance with all applicable laws in effect at the time. Private parties, including the owners of properties upon which our wells are drilled or where our petroleum hydrocarbons or wastes are taken for reclamation or disposal, may bring claims against us for property damage or personal injury, including as a result of exposure to hazardous materials, or to enforce compliance with, or seek damages under, applicable environmental laws and regulations. In addition, the risk of accidental spills or releases could expose us to significant liabilities that could have a material adverse effect on our financial condition or results of operations. Changes in environmental laws and regulations occur frequently, and such changes could require us to make significant expenditures to attain and maintain compliance and may otherwise have a material adverse effect on the results of our operations and our competitive position or financial condition. We may not be able to recover some or any of these costs from insurance or other relevant third parties.

The regulations of “over-the-counter” derivatives introduced by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) could adversely impact our hedging strategy.

Through its comprehensive new regulatory regime for derivatives, the Dodd- Frank Act imposes mandatory clearing, exchange-trading and margin requirements on many derivatives transactions (including formerly unregulated over- the-counter derivatives) in which we may engage. The Dodd-Frank Act also creates new categories of regulated market participants who will be subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. While the Commodity Futures Trading Commission, or CFTC, and other federal agencies have adopted, and continue to adopt, numerous regulations pursuant to the Dodd-Frank Act, many of the key concepts and defined terms under the Dodd-Frank Act have not yet been delineated by rules and regulations to be adopted by the CFTC and other applicable regulatory agencies. As a consequence, it is difficult to predict the aggregate effect the Dodd-Frank Act and the regulations promulgated thereunder may have on our hedging activities.

Whether and to what extent we will be subject to the rules and regulations promulgated under the Dodd-Frank Act will depend on the final rules and definitions adopted by the CFTC and other regulators. The possible effect of the Dodd-Frank Act could be to increase our overall costs of entering into derivatives transactions. In particular, on November 18, 2011 the CFTC published final rules under the Dodd-Frank Act establishing position limits for certain energy commodity futures and options contracts and economically equivalent swaps, futures and options. The position limit levels set the maximum amount of covered contracts that a trader may own or control separately or in combination, net long or short. The final rules also contain limited exemptions from position limits which will be phased in over time for certain bona

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fide hedging transactions and positions that were established in good faith before the initial limits become effective. The final rules have been subject to legal challenge. Thus, the timing of implementation of the final rules on position limits, their applicability to, and impact on us and the success of any legal challenge to their validity remain uncertain, and there can be no assurance that they will not have a material adverse impact on us by affecting the prices of or market for commodities relevant to our operations and/or reducing the availability to us of commodity derivatives. Further, new margin requirements and capital charges, even if not directly applicable to us, may cause an increase in the pricing of derivatives transactions sold by market participants to whom such requirements apply. Administrative costs, due to new requirements such as registration, recordkeeping, reporting, and compliance, even if not directly applicable to us, may also be reflected in higher pricing of derivatives. New exchange-trading and trade reporting requirements may lead to reductions in the liquidity of derivative transactions, causing higher pricing or reduced availability of derivatives, adversely affecting the performance of our hedging strategies. Additionally, the financial counterparties to our derivative instruments may be required to spin off some of their derivatives activities to a separate entity, which may not be as creditworthy as the current counterparty.

The Dodd-Frank Act could result in the cost of executing our hedging strategy increasing significantly, which could potentially result in an undesirable decrease in the amount of oil production we hedge. If our hedging costs increase and we are required to post cash collateral, our business would be adversely affected as a result of reduced cash flow and reduced liquidity. Additionally, in the event that we hedge lower quantities in response to higher hedging costs and increased margin requirements, our exposure to changes in commodity prices would increase, which could result in decreased cash flows.

Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

Hydraulic fracturing is a common practice that is used to stimulate production of hydrocarbons from tight formations. The process involves the injection of water, sand and chemicals under pressure into rock formations to fracture the surrounding rock and stimulate production. There has been increasing public controversy regarding hydraulic fracturing with regard to the transportation and use of fracturing fluids, impacts on drinking water supplies, use of waters, and the potential for impacts to surface water, groundwater, air quality and the environment generally. A number of lawsuits and enforcement actions have been initiated implicating hydraulic fracturing practices. There are a variety of regulations in effect or in draft form requiring, among other things, disclosure of hydraulic fracturing chemicals and control of air emissions from hydraulic fracturing operations, including in Colorado, Montana and Wyoming. Additional legislation or regulation could make it more difficult to perform hydraulic fracturing, cause operational delays, increase our operating costs or make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings. New legislation or regulations in the future could have the effect of prohibiting the use of hydraulic fracturing, which would prevent us from completing our wells as planned and would have a material adverse effect on production from our wells. If these legislative and regulatory initiatives cause a material delay or decrease in our drilling or hydraulic fracturing activities, our business and profitability could be materially impacted.

Changes in tax laws may impair our results of operations.

The current administration’s proposed budget for the 2014 fiscal year and recently proposed legislation would, if enacted, make significant changes to United States tax laws, including the elimination of certain key U.S. federal income tax preferences currently available to oil and gas exploration and production companies. These changes include, but are not limited to, (i) the repeal of the percentage depletion allowance for oil and gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) the elimination of the deduction for certain U.S. production activities, (iv) the repeal of the passive loss exception for working interests in oil and gas properties and (v) an extension of the amortization period for certain geological and geophysical expenditures. It is not possible at this time to predict how legislation or new regulations that may be adopted to address these proposals would impact our business, but any such future laws and regulations could adversely affect the amount of our taxable income or loss.

Possible regulation related to global warming and climate change could have an adverse effect on our operations and demand for oil and gas.

Studies over recent years have indicated that emissions of certain gases may be contributing to warming of the Earth’s atmosphere. In response to these studies, governments have begun adopting domestic and international climate change regulations that require reporting and reductions of the emission of greenhouse gases. Methane, a primary component of natural gas, and carbon dioxide, a by-product of the burning of oil, natural gas and refined petroleum products, are considered greenhouse gases. In the United States, at the state level, many states, either individually or through multi-state regional initiatives, have begun implementing legal measures to reduce emissions of greenhouse gases, primarily through the planned development of emission inventories or regional greenhouse gas cap and trade programs or have begun considering

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adopting greenhouse gas regulatory programs. At the federal level, Congress has considered legislation that could establish a cap and trade system for restricting greenhouse gas emissions in the United States. The ultimate outcome of this federal legislative initiative remains uncertain.

In addition to pending climate legislation, the EPA has issued greenhouse gas monitoring and reporting regulations. Beyond measuring and reporting, the EPA issued an “Endangerment Finding” under section 202(a) of the Clean Air Act, concluding that greenhouse gas pollution threatens the public health and welfare of current and future generations. The finding served as a first step to issuing regulations that require permits for and reductions in greenhouse gas emissions for certain facilities. Moreover, the EPA has begun regulating greenhouse gas emission from certain facilities pursuant to the Prevention of Significant Deterioration and Title V provisions of the Clean Air Act.

In the courts, several decisions have been issued that may increase the risk of claims being filed by government entities and private parties against companies that have significant greenhouse gas emissions. Such cases may seek to challenge air emissions permits that greenhouse gas emitters apply for and seek to force emitters to reduce their emissions or seek damages for alleged climate change impacts to the environment, people, and property.

Any existing or future laws or regulations that restrict or reduce emissions of greenhouse gases could require us to incur increased operating and compliance costs. In addition, such laws and regulations may adversely affect demand for the fossil fuels we produce, including by increasing the cost of combusting fossil fuels and by creating incentives for the use of alternative fuels and energy.

The oil and natural gas industry is subject to significant competition, which may adversely affect our ability to compete.

Oil and natural gas exploration is intensely competitive and involves a high degree of risk. In our efforts to acquire oil and natural gas producing properties, we compete with other companies that have greater resources. Many of these companies not only explore for and produce oil and natural gas, but also conduct refining and petroleum marketing operations on a worldwide basis. Their competitive advantages may negatively impact our ability to acquire prospective properties, develop reserves, attract and retain quality personnel and raise capital. Their competitive advantages may also better enable our competitors to sustain the impact of higher exploration and production costs, oil and natural gas price volatility, productivity variances among properties, competition from alternative fuel sources and technologies, overall industry cycles and other factors related to our industry.

Our operations and demand for our products are affected by seasonal factors, which may lead to fluctuations in our operating results.

Our operating results are likely to vary due to seasonal factors. Demand for oil and natural gas products will generally increase during the winter because they are often used as heating fuels. The amount of such increased demand will depend to some extent upon the severity of winter. Because of the seasonality of our business and continuous fluctuations in the prices of our products, our operating results are likely to fluctuate from period to period.

The lack of availability or high cost of drilling rigs, equipment, supplies, insurance, personnel and oil field services could adversely affect our ability to execute our exploration and development plans on a timely basis and within our budget.

Our industry is cyclical and, from time to time, there is a shortage of drilling rigs, equipment, supplies or qualified personnel. Due to our significant growth, among other things, we continue to experience a lack of resources and services. During these periods, the costs and delivery times of rigs, equipment and supplies tend to increase, in some cases substantially. In addition, the demand for, and wage rates of, qualified drilling rig crews rise as the number of active rigs in service increases within a geographic area. If increasing levels of exploration and production result in response to strong prices of oil and natural gas, the demand for oilfield services will likely rise, and the costs of these services will likely increase, while the quality of these services may suffer. While we currently have seven drilling rigs under contract, these contracts have limited remaining tenors. Five of the contracts expire in 2013 and one expires in 2015. Thus, the future lack of availability or high cost of drilling rigs, as well as any future lack of availability or high costs of other equipment, supplies, insurance or qualified personnel, in the areas in which we operate could materially and adversely affect our business and results of operations.

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THE 2021 NOTES EXCHANGE OFFER

Purpose and Effect of the 2021 Notes Exchange Offer

We have filed the registration statement of which this prospectus forms a part and are conducting the 2021 Notes Exchange Offer in accordance with our obligations under the 2021 Registration Rights Agreement. For each Old 2021 Note validly tendered to us pursuant to the 2021 Notes Exchange Offer, the holder of such Old 2021 Note will receive a New 2021 Note having a principal amount equal to that of the surrendered Old 2021 Note.

The 2021 Registration Rights Agreement also provides an agreement to include in the prospectus for the 2021 Notes Exchange Offer certain information necessary to allow a broker-dealer who holds Old 2021 Notes that were acquired for its own account as a result of market-making activities or other ordinary course trading activities to exchange such Old 2021 Notes pursuant to the 2021 Notes Exchange Offer and to satisfy the prospectus delivery requirements in connection with resales of New 2021 Notes received by such broker-dealer in the 2021 Notes Exchange Offer. Holders that are broker- dealers must acknowledge that they acquired their Old 2021 Notes in market-making activities or other trading activities and must deliver a prospectus when they resell the New 2021 Notes they acquire in the 2021 Notes Exchange Offer in order not to be deemed an underwriter. Holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of New 2021 Notes acquired in the 2021 Notes Exchange Offer.

Based on interpretations by the staff of the Securities and Exchange Commission set forth in no-action letters issued to third parties, we believe that the New 2021 Notes issued in exchange for Old 2021 Notes may be offered for resale, resold and otherwise transferred by any New 2021 Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

· such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

· such New 2021 Notes are acquired in the ordinary course of the holder’s business; and

· the holder does not intend to participate in the distribution of such New 2021 Notes.

Any holder who tenders in the 2021 Notes Exchange Offer with the intention of participating in any manner in a distribution of the New 2021 Notes:

· cannot rely on the position of the staff of the Securities and Exchange Commission set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988); Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991); Shearman & Sterling, SEC No-Action Letter (July 2, 1993) or similar interpretive letters; and

· must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

If, as stated above, a holder cannot rely on the position of the staff of the Securities and Exchange Commission set forth in “Exxon Capital Holdings Corp.” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

Terms of the 2021 Notes Exchange Offer

Subject to the terms and conditions described in this prospectus and in the letter of transmittal included herein as Appendix A, we will accept for exchange any Old 2021 Notes properly tendered and not withdrawn prior to 5:00 p.m. New York City time on the expiration date. We will issue New 2021 Notes in principal amount equal to the principal amount of Old 2021 Notes surrendered in the 2021 Notes Exchange Offer. Old 2021 Notes may be tendered only for New 2021 Notes and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The 2021 Notes Exchange Offer is not conditioned upon any minimum aggregate principal amount of Old 2021 Notes being tendered for exchange.

As of the date of this prospectus, $350,000,000 in aggregate principal amount of the Old 2021 Notes is outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of Old 2021 Notes. There will be no fixed record date for determining registered holders of Old 2021 Notes entitled to participate in the 2021 Notes Exchange Offer.

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Conditions to the 2021 Notes Exchange Offer

We will not be required to accept for exchange, or exchange any New 2021 Notes for, any Old 2021 Notes if the 2021 Notes Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. Similarly, we may terminate the 2021 Notes Exchange Offer as provided in this prospectus before accepting Old 2021 Notes for exchange in the event of such a potential violation. In addition, we will not be obligated to accept for exchange the Old 2021 Notes of any holder that has not made to us the representations described under “—Exchange Offer Procedures—Your Representations to Us.”

We expressly reserve the right to amend or terminate the 2021 Notes Exchange Offer, and to reject for exchange any Old 2021 Notes not previously accepted for exchange, upon the occurrence of any of the conditions to the 2021 Notes Exchange Offer specified above. We will give prompt oral (promptly followed in writing) or written notice of any extension, amendment, non-acceptance or termination to the holders of the Old 2021 Notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any Old 2021 Notes tendered, and will not issue New 2021 Notes in exchange for any such Old 2021 Notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the 2021 Indenture relating to the 2021 Notes under the Trust Indenture Act of 1939.

Exchange Offer Procedures

In order to participate in the 2021 Notes Exchange Offer, you must properly tender your Old 2021 Notes to the exchange agent as described below. It is your responsibility to properly tender your Old 2021 Notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender. If you have any questions or need help in exchanging your Old 2021 Notes, please call the exchange agent, whose address and phone number are set forth in “Prospectus Summary—The Exchange Offers—2021 Notes—Exchange Agent.”

Each broker-dealer that receives New 2021 Notes for its own account in exchange for Old 2021 Notes, where such Old 2021 Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New 2021 Notes. See “Plan of Distribution.”

We have confirmed with DTC that the Old 2021 Notes may be tendered using the Automated Tender Offer Program (“ATOP”) instituted by DTC. The exchange agent will establish an account with DTC for purposes of the 2021 Notes Exchange Offer promptly after the commencement of the 2021 Notes Exchange Offer, and in order to tender your Old 2021 Notes in the 2021 Notes Exchange Offer, you must:

· comply with DTC’s ATOP procedures described below; and

· the exchange agent must receive a timely confirmation of a book-entry transfer of the Old 2021 Notes into its account at DTC through ATOP pursuant to the procedure for book-entry transfer, along with a properly transmitted “agent’s message” (defined below), prior to 5:00 p.m., New York City time, on , 2013.

The term “agent’s message” means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the book-entry confirmation, which message states that DTC has received an express acknowledgment from the participant in DTC described in such agent’s message stating that such participant and beneficial holder agree to be bound by the terms of this 2021 Notes Exchange Offer, including the letter of transmittal, and that the agreement may be enforced against such participant.

Each agent’s message must include the following information:

· name of the beneficial owner tendering the Old 2021 Notes;

· account number of the beneficial owner tendering such Old 2021 Notes;

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· principal amount of Old 2021 Notes tendered by such beneficial owner; and

· a confirmation that the beneficial holder of the Old 2021 Notes tendered has made the representations for our benefit set forth under “—Exchange Offer Procedures—Your Representations to Us” below.

BY SENDING AN AGENT’S MESSAGE, THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS AND AGREES TO BE BOUND BY THE TERMS OF THE 2021 NOTES EXCHANGE OFFER, INCLUDING THE LETTER OF TRANSMITTAL.

The delivery of Old 2021 Notes through DTC, and any transmission of an agent’s message through ATOP, is at the election and risk of the person tendering Old 2021 Notes. We will ask the exchange agent to instruct DTC to promptly return those Old 2021 Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old 2021 Notes on behalf of holders of the Old 2021 Notes.

When you tender your Old 2021 Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus. By using the ATOP procedures to exchange Old 2021 Notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms, and you will be deemed to have made the acknowledgements and the representations and warranties it contains, just as if you had signed it.

There is no procedure for guaranteed late delivery of the Old 2021 Notes.

Determinations Under the 2021 Notes Exchange Offer

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered Old 2021 Notes and withdrawal of tendered Old 2021 Notes. Our determination will be final and binding. We reserve the absolute right to reject any Old 2021 Notes not properly tendered or any Old 2021 Notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect, irregularities or conditions of tender as to particular Old 2021 Notes. Our interpretation of the terms and conditions of the 2021 Notes Exchange Offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of Old 2021 Notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of Old 2021 Notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of Old 2021 Notes will not be deemed made until such defects or irregularities have been cured or waived. Any Old 2021 Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder promptly following the expiration date. Such non-exchanged Old 2021 Notes will be credited to an account maintained with DTC.

When We Will Issue New Notes

In all cases, we will issue New 2021 Notes in exchange for Old 2021 Notes that we have accepted for exchange under the 2021 Notes Exchange Offer only after the exchange agent timely receives:

· a book-entry confirmation of such Old 2021 Notes into the exchange agent’s account at DTC; and

· a properly transmitted agent’s message.

Return of Old 2021 Notes Not Accepted or Exchanged

If we do not accept any tendered Old 2021 Notes for exchange or if Old 2021 Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged Old 2021 Notes will be returned without expense to their tendering holder. Such non-exchanged Old 2021 Notes will be credited to an account maintained with DTC. These actions will occur promptly after the expiration or termination of the 2021 Notes Exchange Offer.

Your Representations to Us

By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

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any other person, if a transfer tax is imposed for any reason other than the exchange of Old 2021 Notes under the 2021 Notes Exchange Offer.

Consequences of Failure to Exchange

If you do not exchange New 2021 Notes for your Old 2021 Notes under the 2021 Notes Exchange Offer, you will remain subject to the existing restrictions on transfer of the Old 2021 Notes. In general, you may not offer or sell the Old 2021 Notes unless the offer or sale is either registered under the Securities Act or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the 2021 Registration Rights Agreement, we do not intend to register resales of the Old 2021 Notes under the Securities Act.

To the extent that the Old 2021 Notes are tendered and accepted for exchange in the 2021 Notes Exchange Offer, the trading market for the Old 2021 Notes that remain outstanding may be significantly more limited. As a result, the liquidity of the Old 2021 Notes not tendered and accepted for exchange could be adversely affected. The extent of the market for Old 2021 Notes and the availability of price quotations would depend on a number of factors, including the number of holders of Old 2021 Notes remaining outstanding and the interest of securities firms in maintaining a market in the Old 2021 Notes. An issue of securities with a similar outstanding market value available for trading, which is called the “float,” may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for the Old 2021 Notes that are not exchanged in the 2021 Notes Exchange Offer may be affected adversely to the extent that the Old 2021 Notes exchanged in the 2021 Notes Exchange Offer reduce the float. The reduced float also may make the trading price of the Old 2021 Notes that are not exchanged more volatile.

In addition, once the 2021 Notes Exchange Offer has been completed, holders of Old 2021 Notes will not be entitled to any increase in the interest rate on their Old 2021 Notes that the 2021 Registration Rights Agreement provides for if we were to fail to complete the 2021 Notes Exchange Offer.

Accounting Treatment

We will record the New 2021 Notes in our accounting records at the same carrying value as the Old 2021 Notes. This carrying value is the aggregate principal amount of the Old 2021 Notes plus any bond premium, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the 2021 Notes Exchange Offer.

Other

Participation in the 2021 Notes Exchange Offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may, in the future, seek to acquire untendered Old 2021 Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Old 2021 Notes that are not tendered in the 2021 Notes Exchange Offer or to file a registration statement to permit resales of any unexchanged Old 2021 Notes.

THE 2022 NOTES EXCHANGE OFFER

Purpose and Effect of the 2022 Notes Exchange Offer

We have filed the registration statement of which this prospectus forms a part and are conducting the 2022 Notes Exchange Offer in accordance with our obligations under the 2022 Registration Rights Agreement. For each Old 2022 Note validly tendered to us pursuant to the 2022 Notes Exchange Offer, the holder of such Old 2022 Note will receive a New 2022 Note having a principal amount equal to that of the surrendered Old 2022 Note.

The 2022 Registration Rights Agreement also provides an agreement to include in the prospectus for the 2022 Notes Exchange Offer certain information necessary to allow a broker-dealer who holds Old 2022 Notes that were acquired for its own account as a result of market-making activities or other ordinary course trading activities to exchange such Old 2022 Notes pursuant to the 2022 Notes Exchange Offer and to satisfy the prospectus delivery requirements in connection with resales of New 2022 Notes received by such broker-dealer in the 2022 Notes Exchange Offer. Holders that are broker- dealers must acknowledge that they acquired their Old 2022 Notes in market-making activities or other trading activities and

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must deliver a prospectus when they resell the New 2022 Notes they acquire in the 2022 Notes Exchange Offer in order not to be deemed an underwriter. Holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of New 2022 Notes acquired in the 2022 Notes Exchange Offer.

Based on interpretations by the staff of the Securities and Exchange Commission set forth in no-action letters issued to third parties, we believe that the New 2022 Notes issued in exchange for Old 2022 Notes may be offered for resale, resold and otherwise transferred by any New 2022 Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

· such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

· such New 2022 Notes are acquired in the ordinary course of the holder’s business; and

· the holder does not intend to participate in the distribution of such New 2022 Notes.

Any holder who tenders in the 2022 Notes Exchange Offer with the intention of participating in any manner in a distribution of the New 2022 Notes:

· must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Terms of the 2022 Notes Exchange Offer

Subject to the terms and conditions described in this prospectus and in the letter of transmittal included herein as Appendix A, we will accept for exchange any Old 2022 Notes properly tendered and not withdrawn prior to 5:00 p.m. New York City time on the expiration date. We will issue New 2022 Notes in principal amount equal to the principal amount of Old 2022 Notes surrendered in the 2022 Notes Exchange Offer. Old 2022 Notes may be tendered only for New 2022 Notes and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The 2022 Notes Exchange Offer is not conditioned upon any minimum aggregate principal amount of Old 2022 Notes being tendered for exchange.

As of the date of this prospectus, $400,000,000 in aggregate principal amount of the Old 2022 Notes is outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of Old 2022 Notes. There will be no fixed record date for determining registered holders of Old 2022 Notes entitled to participate in the 2022 Notes Exchange Offer.

We intend to conduct the 2022 Notes Exchange Offer in accordance with the provisions of the 2022 Registration Rights Agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission. Old 2022 Notes that the holders thereof do not tender for exchange in the 2022 Notes Exchange Offer will remain outstanding and continue to accrue interest. These Old 2022 Notes will continue to be entitled to the rights and benefits such holders have under the 2022 Indenture.

We will be deemed to have accepted for exchange properly tendered Old 2022 Notes when we have given oral (promptly followed in writing) or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the 2022 Registration Rights Agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the New 2022 Notes from us.

If you tender Old 2022 Notes in the 2022 Notes Exchange Offer, you will not be required to pay brokerage commissions or fees or, subject to the letter of transmittal, transfer taxes with respect to the exchange of Old 2022 Notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the 2022 Notes

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Exchange Offer. It is important that you read the discussion below under the captions “—Fees and Expenses” and “—Transfer Taxes” for more details regarding fees and expenses incurred in the 2022 Notes Exchange Offer.

Expiration Date

The 2022 Notes Exchange Offer will expire at 5:00 p.m., New York City time, on , 2013, unless, in our sole discretion, we extend it.

Extensions, Delays in Acceptance, Termination or Amendment

We expressly reserve the right, at any time or various times, to extend the period of time during which the 2022 Notes Exchange Offer is open. We may delay acceptance of any Old 2022 Notes by giving oral (promptly followed in writing) or written notice of such extension to the holders. During any such extensions, all Old 2022 Notes previously tendered will remain subject to the 2022 Notes Exchange Offer, and we may accept them for exchange.

In order to extend the 2022 Notes Exchange Offer, we will notify the exchange agent orally (promptly followed in writing) or in writing of any extension. We will notify the registered holders of Old 2022 Notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

If any of the conditions described below under “—Conditions to the 2022 Notes Exchange Offer” have not been satisfied, we reserve the right, in our sole discretion:

· to delay accepting for exchange any Old 2022 Notes;

· to extend the 2022 Notes Exchange Offer; or

· to terminate the 2022 Notes Exchange Offer;

by giving oral (promptly followed in writing) or written notice of such delay, extension or termination to the exchange agent. Subject to the terms of the 2022 Registration Rights Agreement, we also reserve the right to amend the terms of the 2022 Notes Exchange Offer in any manner.

Any such delay in acceptance, extension, termination or amendment will be followed promptly by oral (promptly followed in writing) or written notice thereof to the registered holders of Old 2022 Notes. If we amend the 2022 Notes Exchange Offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment by means of a prospectus supplement. The supplement will be distributed to the registered holders of the Old 2022 Notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we may extend the 2022 Notes Exchange Offer. In the event of a material change in the 2022 Notes Exchange Offer, including the waiver by us of a material condition, we will extend the 2022 Notes Exchange Offer periods if necessary so that at least five business days remain in the 2022 Notes Exchange Offer following notice of the material change.

Conditions to the 2022 Notes Exchange Offer

We will not be required to accept for exchange, or exchange any New 2022 Notes for, any Old 2022 Notes if the 2022 Notes Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. Similarly, we may terminate the 2022 Notes Exchange Offer as provided in this prospectus before accepting Old 2022 Notes for exchange in the event of such a potential violation. In addition, we will not be obligated to accept for exchange the Old 2022 Notes of any holder that has not made to us the representations described under “—Exchange Offer Procedures—Your Representations to Us.”

We expressly reserve the right to amend or terminate the 2022 Notes Exchange Offer, and to reject for exchange any Old 2022 Notes not previously accepted for exchange, upon the occurrence of any of the conditions to the 2022 Notes Exchange Offer specified above. We will give prompt oral (promptly followed in writing) or written notice of any extension, amendment, non-acceptance or termination to the holders of the Old 2022 Notes as promptly as practicable.

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In addition, we will not accept for exchange any Old 2022 Notes tendered, and will not issue New 2022 Notes in exchange for any such Old 2022 Notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the 2022 Indenture relating to the 2022 Notes under the Trust Indenture Act of 1939.

Exchange Offer Procedures

In order to participate in the 2022 Notes Exchange Offer, you must properly tender your Old 2022 Notes to the exchange agent as described below. It is your responsibility to properly tender your Old 2022 Notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender. If you have any questions or need help in exchanging your Old 2022 Notes, please call the exchange agent, whose address and phone number are set forth in “Prospectus Summary—The Exchange Offers—2022 Notes—Exchange Agent.”

Each broker-dealer that receives New 2022 Notes for its own account in exchange for Old 2022 Notes, where such Old 2022 Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New 2022 Notes. See “Plan of Distribution.”

We have confirmed with DTC that the Old 2022 Notes may be tendered using the ATOP instituted by DTC. The exchange agent will establish an account with DTC for purposes of the 2022 Notes Exchange Offer promptly after the commencement of the 2022 Notes Exchange Offer, and in order to tender your Old 2022 Notes in the 2022 Notes Exchange Offer, you must:

· comply with DTC’s ATOP procedures described below; and

· the exchange agent must receive a timely confirmation of a book-entry transfer of the Old 2022 Notes into its account at DTC through ATOP pursuant to the procedure for book-entry transfer, along with a properly transmitted “agent’s message” (defined below), prior to 5:00 p.m., New York City time, on , 2013.

The term “agent’s message” means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the book-entry confirmation, which message states that DTC has received an express acknowledgment from the participant in DTC described in such agent’s message stating that such participant and beneficial holder agree to be bound by the terms of this 2022 Notes Exchange Offer, including the letter of transmittal, and that the agreement may be enforced against such participant.

Each agent’s message must include the following information:

· name of the beneficial owner tendering the Old 2022 Notes;

· account number of the beneficial owner tendering such Old 2022 Notes;

· principal amount of Old 2022 Notes tendered by such beneficial owner; and

· a confirmation that the beneficial holder of the Old 2022 Notes tendered has made the representations for our benefit set forth under “—Exchange Offer Procedures—Your Representations to Us” below.

BY SENDING AN AGENT’S MESSAGE, THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS AND AGREES TO BE BOUND BY THE TERMS OF THE 2022 NOTES EXCHANGE OFFER, INCLUDING THE LETTER OF TRANSMITTAL.

The delivery of Old 2022 Notes through DTC, and any transmission of an agent’s message through ATOP, is at the election and risk of the person tendering Old 2022 Notes. We will ask the exchange agent to instruct DTC to promptly return those Old 2022 Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such Old 2022 Notes on behalf of holders of the Old 2022 Notes.

When you tender your Old 2022 Notes and we accept them, the tender will be a binding agreement between you and us as described in this prospectus. By using the ATOP procedures to exchange Old 2022 Notes, you will not be required to

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Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m. New York City time on the expiration date. For a withdrawal to be effective, you must comply with the appropriate procedures of DTC’s ATOP system. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn Old 2022 Notes and otherwise comply with the procedures of DTC.

We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any Old 2022 Notes so withdrawn not to have been validly tendered for exchange for purposes of the 2022 Notes Exchange Offer.

Any Old 2022 Notes that have been tendered for exchange but are not exchanged for any reason will be credited to an account maintained with DTC for the Old 2022 Notes. This crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the 2022 Notes Exchange Offer. You may retender properly withdrawn Old 2022 Notes by following the procedures described under “—Exchange Offer Procedures” above at any time prior to 5:00 p.m., New York City time, on the expiration date of the 2022 Notes Exchange Offer.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by facsimile, telephone, electronic mail or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the 2022 Notes Exchange Offer and will not make any payments to broker-dealers or others soliciting acceptances of the 2022 Notes Exchange Offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the 2022 Notes Exchange Offer. They include:

· all registration and filing fees and expenses;

· all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

· accounting and legal fees incurred by us, disbursements and printing, messenger and delivery services, and telephone costs; and

· related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of Old 2022 Notes under the 2022 Notes Exchange Offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of Old 2022 Notes under the 2022 Notes Exchange Offer.

Consequences of Failure to Exchange

If you do not exchange New 2022 Notes for your Old 2022 Notes under the 2022 Notes Exchange Offer, you will remain subject to the existing restrictions on transfer of the Old 2022 Notes. In general, you may not offer or sell the Old 2022 Notes unless the offer or sale is either registered under the Securities Act or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the 2022 Registration Rights Agreement, we do not intend to register resales of the Old 2022 Notes under the Securities Act.

To the extent that the Old 2022 Notes are tendered and accepted for exchange in the 2022 Notes Exchange Offer, the trading market for the Old 2022 Notes that remain outstanding may be significantly more limited. As a result, the liquidity of the Old 2022 Notes not tendered and accepted for exchange could be adversely affected. The extent of the market for Old 2022 Notes and the availability of price quotations would depend on a number of factors, including the number of holders of

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· rank equal in right of payment with any existing and future senior indebtedness of such Subsidiary Guarantor; and

· rank effectively junior in right of payment to all existing and future secured indebtedness of such Subsidiary Guarantor (including any Indebtedness under the Senior Credit Agreement), to the extent of the assets of such Subsidiary Guarantor constituting collateral securing that indebtedness.

As of the date of this prospectus, our Subsidiaries, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC and Kodiak Williston, LLC are “Restricted Subsidiaries.” However, under the circumstances described below under “—Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate Subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the 2021 Indenture, and will not guarantee the New 2021 Notes.

Principal, Maturity and Interest

On January 15, 2013, we issued an aggregate principal amount of $350.0 million of the Old 2021 Notes. We may issue additional notes (“Additional 2021 Notes”) under the 2021 Indenture from time to time. Any issuance of Additional 2021 Notes is subject to all of the covenants in the 2021 Indenture, including the covenant described below under “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The New 2021 Notes, any remaining outstanding Old 2021 Notes, any Additional 2021 Notes and exchange notes subsequently issued under the 2021 Indenture will be treated as a single class for all purposes under the 2021 Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided, however, that Additional 2021 Notes will have a separate CUSIP number. We may also issue other debt securities under the 2021 Indenture. If issued, such other debt securities will not vote together with the 2021 Notes on any matter. The New 2021 Notes will mature on January 15, 2021, and will be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

Interest on the New 2021 Notes will accrue at the rate of 5.50% per annum and will be payable semiannually in arrears on January 15 and July 15. Interest on overdue principal, premium, if any, and interest will accrue at the applicable interest rate on the New 2021 Notes. Kodiak will make each interest payment to the holders of record at the close of business on each January 1 and July 1 immediately preceding the relevant interest payment date. Interest on the New 2021 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

Methods of Receiving Payments on the New Notes

If a holder of New 2021 Notes has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium, if any, on that holder’s New 2021 Notes in accordance with those instructions (or, if all the New 2021 Notes are then in global form, make such payment through the facilities of DTC). All other payments on the New 2021 Notes will be made at the office or agency of the paying agent and registrar in New York, New York, unless we elect to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar

The trustee will initially act as paying agent and registrar for the New 2021 Notes. The Company may change the paying agent or registrar without prior notice to the holders of the New 2021 Notes, and the Company or any of the Restricted Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange New 2021 Notes in accordance with the 2021 Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of the New 2021 Notes, and the Company may require a holder to pay any taxes and fees required by law or permitted by the 2021 Indenture. The Company will not be required to transfer or exchange any New 2021 Note (or portion of a note) selected for redemption. Also, the Company will not be required to transfer or exchange any New 2021 Note for a period of 15 days before a selection of New 2021 Notes to be redeemed.

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Subsidiary Guarantees of the New 2021 Notes

Our payment obligations with respect to the New 2021 Notes are jointly and severally guaranteed on a senior, unsecured basis by the Subsidiary Guarantors. As of the date of this prospectus, our Subsidiaries, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC and Kodiak Williston, LLC are “Restricted Subsidiaries.” Additional subsidiaries will be required to become Subsidiary Guarantors under the circumstances described under “—Covenants—Subsidiary Guarantees.” The Subsidiary Guarantees are joint and several obligations of the Subsidiary Guarantors and limited to the maximum amount the Guarantors are permitted to guarantee under applicable law without creating a fraudulent conveyance. See “Risk Factors—Risks Related to the New Notes—A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the New Notes from relying on that subsidiary to satisfy claims.”

A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person), another Person, other than Kodiak or another Subsidiary Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) (i) such Subsidiary Guarantor is the surviving Person or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under the 2021 Indenture (including its Subsidiary Guarantee) pursuant to a supplemental indenture satisfactory to the trustee; or

(b) such transaction does not violate the provisions of the 2021 Indenture described under “—Repurchase at the Option of Holders—Asset Sales.”

The Subsidiary Guarantee of a Subsidiary Guarantor will be released as set forth under “—Covenants—Subsidiary Guarantees,” and will also be released immediately:

(1) upon any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Kodiak or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of the 2021 Indenture described below under “—Repurchase at the Option of Holders—Asset Sales;”

(2) upon any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Kodiak or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of the 2021 Indenture described under “—Repurchase at the Option of Holders—Asset Sales” and such Subsidiary Guarantor no longer qualifies as a Subsidiary of Kodiak as a result of such disposition;

(3) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with the provisions of the 2021 Indenture described below under “—Covenants—Designation of Restricted and Unrestricted Subsidiaries;”

(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the 2021 Indenture as provided pursuant to the defeasance or satisfaction and discharge provisions of the 2021 Indenture as described below under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge;” or

(5) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing.

Optional Redemption

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15, 2017. On and after January 15, 2017, Kodiak may redeem all or a part of the 2021 Notes, from time to time, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest, if any, on the 2021 Notes redeemed to the applicable redemption date (subject to the rights of holders of 2021 Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on January 15 of the years indicated below:

Years	Redemption Price
2017	102.750	%
2018	101.375	%
2019 and thereafter	100.000	%

At any time or from time to time prior to January 15, 2017, Kodiak may also redeem all or a part of the 2021 Notes, at a redemption price equal to the Make-Whole Price, subject to the rights of holders of 2021 Notes on the relevant record date to receive interest due on the relevant interest payment date.

“Make-Whole Price” with respect to any New 2021 Notes to be redeemed, means an amount equal to the greater of:

(1) 100% of the principal amount of such New 2021 Notes; and

(2) the sum of the present values of (a) the redemption price of such New 2021 Notes at January 15, 2017 (as set forth above) and (b) the remaining scheduled payments of interest from the redemption date to January 15, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 50 basis points;

plus, in the case of both (1) and (2), accrued and unpaid interest on such New 2021 Notes, if any, to the redemption date.

“Comparable Treasury Issue” means, with respect to 2021 Notes to be redeemed, the U.S. Treasury security selected by an Independent Investment Banker as having a maturity most nearly equal to the period from the redemption date to January 15, 2017, that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity; provided that if such period is less than one year, then the U.S. Treasury security having a maturity of one year shall be used.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means Wells Fargo Securities, LLC or one of its successors, or, if such firms or its respective successors, if any, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by Kodiak.

“Reference Treasury Dealer” means each of Wells Fargo Securities, LLC, RBC Capital Markets, LLC, and Credit Suisse Securities (USA) LLC and two additional primary Government Securities dealers in New York City (each a “Primary Treasury Dealer”) selected by Kodiak, and their respective successors; provided, however, that if any such firm or any such successor, as the case may be, shall cease to be a primary Government Securities dealer in New York City, Kodiak shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

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after the stated maturity, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

The notice of redemption with respect to the foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation thereof. Kodiak will notify the trustee of the Make-Whole Price with respect to any redemption promptly after the calculation, and the trustee shall not be responsible for such calculation.

Prior to January 15, 2016, Kodiak may, from time to time, redeem up to 35% of the aggregate principal amount of the 2021 Notes (calculated after giving effect to any issuance of Additional 2021 Notes) with all or a portion of the net cash proceeds of one or more Equity Offerings at a redemption price equal to 105.5% of the principal amount thereof, plus accrued and unpaid interest, if any, on the 2021 Notes redeemed to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that

(1) at least 65% of the aggregate principal amount of the 2021 Notes issued on the Issue Date (excluding 2021 Notes held by Kodiak and its Subsidiaries) remains outstanding after each such redemption; and

(2) the redemption occurs within 180 days after the closing of such Equity Offering.

Notice of any redemption upon an Equity Offering may be given prior to the completion of the related Equity Offering, and any such redemption or notice may at Kodiak’s discretion, be subject to one or more conditions precedent, including, but not limited to completion of the related Equity Offering.

Unless Kodiak defaults in the payment of the redemption price, interest, if any, will cease to accrue on the 2021 Notes or portions thereof called for redemption on the applicable redemption date.

Selection and Notice

If less than all of the 2021 Notes are to be redeemed at any time, the trustee will select 2021 Notes for redemption on a pro rata basis (or, in the case of 2021 Notes in global form, the trustee will select 2021 Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection), unless otherwise required by law or applicable stock exchange requirements.

No 2021 Notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of 2021 Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the 2021 Notes or a satisfaction and discharge of the 2021 Indenture.

If any 2021 Note is to be redeemed in part only, the notice of redemption that relates to such 2021 Note shall state the portion of the principal amount thereof to be redeemed. A new 2021 Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on 2021 Notes or portions of 2021 Notes called for redemption, unless Kodiak defaults in making the redemption payment. Any redemption or notice of redemption may, at our discretion, be subject to one or more conditions precedent and, in the case of a redemption with the net cash proceeds of an Equity Offering, be given prior to the completion of the related Equity Offering.

Redemption for Changes in Withholding Taxes

The 2021 Notes may be redeemed, at the option of Kodiak, in whole but not in part, at any time upon giving not less than 30 nor more than 60 days prior written notice to the holders of the 2021 Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed by Kodiak for redemption (the “Tax Redemption Date”) if, as a result of:

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(1) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined below) affecting taxation; or

(2) any change in the existing official position regarding the application or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction),

which change, amendment, application or interpretation is announced or becomes effective on or after the Issue Date and Kodiak or any Subsidiary Guarantor, as the case may be, is, or on the next interest payment date would be, required for reasons outside its control to pay any Additional Amounts with respect to any payment due or become due under the 2021 Notes or the 2021 Indenture and such requirement cannot be avoided by the taking of reasonable measures by Kodiak or a Subsidiary Guarantor, as determined in good faith by the relevant Board of Directors; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which Kodiak or a Subsidiary Guarantor, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the 2021 Notes was then due.

Prior to the publication and mailing of any notice of redemption of the 2021 Notes pursuant to the foregoing paragraph, Kodiak will deliver to the trustee an opinion of an independent tax counsel reasonably acceptable to the trustee and a copy of any judicial decision or regulatory determination, ruling, notice or letter to an effect that the circumstances referred to in clauses (1) and (2) above exist.

Any 2021 Notes that are redeemed will be cancelled.

Payment of Additional Amounts

The 2021 Indenture provides that Kodiak is required to make all payments under or with respect to the 2021 Notes free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of the country in which Kodiak and any successor thereof is organized or incorporated or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which Kodiak is otherwise resident for tax purposes or any jurisdiction from or through which any payment under or with respect to the 2021 Notes is made, including, without limitation, Canada and the United States (each, a “Relevant Taxing Jurisdiction”), unless Kodiak is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

If Kodiak or a paying agent is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the 2021 Notes, Kodiak will be required to pay such additional amounts (“Additional Amounts”) on such 2021 Notes as may be necessary so that the net amount received by any holder or beneficial owner (including Additional Amounts) after such withholding or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to (1) any Taxes that would not have been so imposed but for the existence of any present, former or future connection between the relevant holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the Relevant Taxing Jurisdiction, including, without limiting the generality of the foregoing, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, partner, member, shareholder, or possessor) of the 2021 Notes being or having been, or being deemed or having been deemed, a citizen, resident, or national thereof or being or having been, or being deemed or having been deemed, present or engaged in a trade or business therein or having or having had, or being deemed to have or to have had, a permanent establishment therein; (2) any estate, inheritance, gift, sales, goods and services, harmonized sales, transfer, personal property tax or similar Taxes; (3) any withholding or deduction in respect of the 2021 Notes (a) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive, or (b) presented for payment by or on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant 2021 Note to any other paying agent in a European Union Member State, or (c) where the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the 2021 Notes for payment within 30 days after the date on which such payment on such 2021 Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the 2021 Notes been presented on the last day of such 30-day period); (4) any Taxes imposed with respect to any payment of principal of (or premium, if any, on) or interest on the 2021 Notes by Kodiak to any holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with

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respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder or beneficial owner of such 2021 Notes; (5) any Taxes that are payable other than by remittance following deduction or withholding from payments made under or with respect to the 2021 Notes; (6) any Taxes that would not have been imposed but for the failure of the holder and/or beneficial owner (a) to comply with Kodiak’s or the paying agent’s request in writing at least 30 days before any withholding for such Taxes to the holder to provide certification, documentation, information or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of the holder and/or beneficial owner of such 2021 Notes, or (b) to make any valid or timely declaration or similar claim or satisfy any other reporting requirement or to provide any information relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of withholding or deduction of, Taxes imposed by the Relevant Taxing Jurisdiction; (7) taxes imposed under the Foreign Account Tax Compliance Act (including Sections 1471 through 1474 of the United States Internal Revenue Code and any regulations or official interpretations thereof); (8) any Taxes that are required to be deducted or withheld from any payment under or in respect of the 2021 Notes as a consequence of the holder or beneficial owner of 2021 Notes or the recipient of the interest payable on the 2021 Notes not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with Kodiak at the time of making any such payment; or (9) any combination of (1) to (8) above.

At least 30 calendar days prior to each date on which any payment under or with respect to the 2021 Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if Kodiak will be obligated to pay Additional Amounts with respect to such payment, Kodiak will deliver to the trustee and paying agent for the affected 2021 Notes an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the trustee or paying agent, as the case may be, to pay such Additional Amounts to holders and beneficial owners of such 2021 Notes on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters.

Kodiak will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Kodiak will provide the trustee with official receipts or, if notwithstanding the efforts of Kodiak official receipts are not obtainable, other documentation reasonably satisfactory to the trustee, evidencing the payment of any Tax so deducted or withheld for each Relevant Taxing Jurisdiction imposing such Taxes. Kodiak will attach to each official receipt or other documentation a certificate stating (x) that the amount of such Tax evidenced by the official receipt or other documentation was paid in connection with payments in respect of the principal amount of such 2021 Notes then outstanding and (y) the amount of such Tax paid per $1,000 of principal amount of such 2021 Notes.

Whenever reference is made in the 2021 Indenture, in any context, to:

(1) the payment of principal;

(2) redemption prices or purchase prices in connection with a redemption or purchase of 2021 Notes;

(3) interest; or

(4) any other amount payable on or with respect to the 2021 Notes,

such reference will be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Kodiak will pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise in any jurisdiction from the execution, delivery or registration of, or enforcement of rights under, the 2021 Indenture or any related document.

The obligations described under this heading will survive any termination, defeasance or discharge of the 2021 Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to Kodiak is organized or any political subdivision or taxing authority or agency thereof or therein.

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Open Market Purchases; No Mandatory Redemption or Sinking Fund

We may at any time and from time to time purchase 2021 Notes in the open market or otherwise. We are not required to make mandatory redemption or sinking fund payments with respect to the 2021 Notes. However, under certain circumstances, we may be required to offer to purchase 2021 Notes pursuant to the covenants described under “—Repurchase at the Option of Holders.”

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, unless Kodiak has previously or concurrently exercised its right to redeem all of the 2021 Notes as described under “—Optional Redemption,” each holder of 2021 Notes will have the right to require Kodiak to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s 2021 Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the 2021 Indenture. In the Change of Control Offer, Kodiak will offer a payment in cash (the “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of 2021 Notes repurchased plus accrued and unpaid interest, if any, on the 2021 Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of holders of 2021 Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, Kodiak will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase 2021 Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the 2021 Indenture and described in such notice. Kodiak will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2021 Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the 2021 Indenture, Kodiak will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the 2021 Indenture by virtue of such compliance.

On the Change of Control Payment Date, Kodiak will, to the extent lawful:

(1) accept for payment all 2021 Notes or portions of 2021 Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2021 Notes or portions of 2021 Notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the 2021 Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of 2021 Notes or portions of 2021 Notes being purchased by Kodiak.

The paying agent will promptly mail or wire transfer to each holder of 2021 Notes properly tendered the Change of Control Payment for such 2021 Notes (or, if all the 2021 Notes are then in global form, make such payment through the facilities of DTC), and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new 2021 Note equal in principal amount to any unpurchased portion of the 2021 Notes surrendered, if any; provided that each such new 2021 Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any 2021 Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless Kodiak defaults in making the Change of Control Payment. Kodiak will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described herein that require Kodiak to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the 2021 Indenture are applicable due to the circumstances described below under “—Effectiveness of Covenants.” Except as described above with respect to a Change of Control, the 2021 Indenture does not contain provisions that permit the holders of the 2021 Notes to require that Kodiak repurchase or redeem the 2021 Notes in the event of a takeover, recapitalization or similar transaction.

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in the 2021 Indenture applicable to a Change of Control Offer made by Kodiak and purchases all 2021 Notes properly tendered and not withdrawn under the Change of Control Offer.

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by Kodiak pursuant to a Change of Control Offer will have the status of 2021 Notes issued but not outstanding or will be retired and cancelled, at Kodiak’s option. 2021 Notes purchased by a third party pursuant to the preceding paragraph will have the status of 2021 Notes issued and outstanding.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Kodiak and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2021 Notes to require Kodiak to repurchase its 2021 Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the properties or assets of Kodiak and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

In the event that holders of at least 90% of the aggregate principal amount of the outstanding 2021 Notes accept a Change of Control Offer and Kodiak (or any third party making such Change of Control Offer, in lieu of Kodiak, as described above) purchases all of the 2021 Notes held by such holders, Kodiak will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following a Change of Control Payment Date, to redeem all, but not less than all, of the 2021 Notes that remain outstanding at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the 2021 Notes that remain outstanding, to the date of redemption (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date).

Asset Sales

Kodiak will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Kodiak (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the aggregate consideration received in respect of such Asset Sale by Kodiak or such Restricted Subsidiary, is in the form of cash or Cash Equivalents or Additional Assets. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on Kodiak’s most recent consolidated balance sheet, of Kodiak or any Restricted Subsidiary (other than contingent liabilities, Subordinated Debt and any obligations in respect of preferred stock) that are assumed by the transferee of any such assets or Equity Interests pursuant to a customary novation agreement (or other legal documentation with the same effect) that includes a full release of Kodiak or such Restricted Subsidiary from any and all liability therefor; and

(b) any securities, notes or other obligations received by Kodiak or any such Restricted Subsidiary from such transferee that are converted by Kodiak or such Restricted Subsidiary into cash within 90 days after the date of the Asset Sale, to the extent of the cash received in that conversion.

Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale or, if Kodiak has entered into a binding commitment or commitments with respect to any of the actions described in clauses (2) or (3) below, within the later of (x) 365 days after the receipt of any Net Proceeds from an Asset Sale or (y) 120 days after the entering into of such commitment or commitments, Kodiak (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(1) to permanently repay Senior Debt;

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Covenants

Restricted Payments

Kodiak will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of Kodiak’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Kodiak or any of its Restricted Subsidiaries) or to the direct or indirect holders of Kodiak’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Kodiak and other than dividends or distributions payable to Kodiak or any Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, any such purchase, redemption, acquisition or retirement made in connection with any merger or consolidation involving Kodiak) any Equity Interests of Kodiak or any direct or indirect parent company of Kodiak held by Persons other than Kodiak or a Restricted Subsidiary (other than in exchange for Kodiak’s Equity Interests that are not Disqualified Stock);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Debt, except a payment of interest or principal at the Stated Maturity thereof (excluding (a) any intercompany Indebtedness between or among Kodiak and any of its Restricted Subsidiaries or (b) the purchase or other acquisition of Subordinated Debt acquired in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase or other acquisition); or

(4) make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) Kodiak would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Kodiak and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9) and (12) of the next succeeding paragraph), is equal to or less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of Kodiak for the period (taken as one accounting period) from the beginning of the most recent fiscal quarter commencing before the Issue Date to the end of Kodiak’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(b) 100% of (A) (i) the aggregate net cash proceeds and (ii) the Fair Market Value of (x) marketable securities (other than marketable securities of Kodiak or an Affiliate of Kodiak), (y) Capital Stock of a Person (other than Kodiak or an Affiliate of Kodiak) engaged primarily in any Related Business and (z) other assets used or useful in any Related Business, in each case received by Kodiak after the Issue Date as a contribution to its common equity capital or from the issue or sale after the Issue Date of Equity Interests of Kodiak (other than Disqualified Stock) or from the issue or sale after the Issue Date of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Kodiak

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that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Kodiak), (B) with respect to Indebtedness that is incurred on or after the Issue Date, the amount by which such Indebtedness of Kodiak or any of its Restricted Subsidiaries is reduced on Kodiak’s consolidated balance sheet upon the conversion or exchange after the Issue Date of any such Indebtedness into or for Equity Interests of Kodiak (other than Disqualified Stock), and (C) the aggregate net cash proceeds, if any, received by Kodiak or any of its Restricted Subsidiaries upon any conversion or exchange described in clause (A) or (B) above; plus

(c) with respect to Restricted Investments made by Kodiak and its Restricted Subsidiaries after the Issue Date, an amount equal to the sum, without duplication, of (A) the net reduction in such Restricted Investments in any Person resulting from (i) repayments of loans or advances, or other transfers of assets, in each case to Kodiak or any Restricted Subsidiary, (ii) other repurchases, repayments or redemptions of such Restricted Investments, (iii) the sale of any such Restricted Investment to a purchaser other than Kodiak or a Subsidiary of Kodiak or (iv) the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) that constituted a Restricted Investment plus (B) with respect to any Unrestricted Subsidiary designated as such after the Issue Date that is redesignated as a Restricted Subsidiary after the Issue Date, the lesser of (i) the Fair Market Value of Kodiak’s Investment in such Subsidiary held by Kodiak or any of its Restricted Subsidiaries at the time of such redesignation and (ii) the aggregate amount of Investments made by Kodiak or any of its Restricted Subsidiaries in such Subsidiary upon or after designation of such Subsidiary as an Unrestricted Subsidiary and prior to the redesignation of such Subsidiary as a Restricted Subsidiary; plus

(d) 100% of any dividends received by Kodiak or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary, to the extent such dividends were not otherwise included in the Consolidated Net Income of Kodiak for such period.

The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the 2021 Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of Kodiak) of, Equity Interests of Kodiak (other than Disqualified Stock and other than Equity Interests issued or sold to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by Kodiak or any of its Restricted Subsidiaries unless such loans have been repaid with cash on or prior to the date of determination) or from the substantially concurrent contribution of common equity capital to Kodiak; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph and clause (7) of this paragraph;

(3) the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Debt (including the payment of any required premium and any fees and expenses incurred in connection with such purchase, redemption, defeasance or other acquisition or retirement) with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(4) the purchase, redemption or other acquisition or retirement for value of any Equity Interests of Kodiak or any Restricted Subsidiary held by any of Kodiak’s or any of its Restricted Subsidiaries’ current or former directors or employees in connection with the exercise or vesting of any equity compensation (including, without limitation, stock options, restricted stock and phantom stock) in order to satisfy Kodiak’s or such Restricted Subsidiary’s tax withholding obligation with respect to such exercise or vesting;

(5) purchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;

(6) payments to fund the purchase, redemption or other acquisition or retirement for value by Kodiak of fractional Equity Interests arising out of stock dividends, splits or combinations, business combinations or other transactions permitted by the 2021 Indenture;

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(7) as long as no Default has occurred and is continuing or would be caused thereby, the purchase, redemption or other acquisition or retirement for value of any Equity Interests of Kodiak or any Restricted Subsidiary held by any of Kodiak’s (or any of its Restricted Subsidiaries’) current or former directors or employees; provided that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed in any fiscal year the sum of (a) $2.0 million plus (b) the aggregate amount of cash proceeds received in such year by Kodiak from the sale of Kodiak’s Equity Interests (other than Disqualified Stock) to any such directors or employees that occurs after the Issue Date; provided that the amount of such cash proceeds utilized for any such purchase, redemption or other acquisition or retirement will be excluded from clause (3)(b) of the immediately preceding paragraph and clause (2) of this paragraph, plus (c) the cash proceeds of key man life insurance policies received by Kodiak and its Restricted Subsidiaries after the Issue Date;

(8) as long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of Kodiak or any class or series of preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with the Fixed Charge Coverage Ratio test described below under “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(9) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of Equity Interests (other than Disqualified Stock) of such Restricted Subsidiary; provided that such dividend or similar distribution is paid to all holders of such Equity Interests on a pro rata basis based on their respective holdings of such Equity Interests;

(10) purchases of Subordinated Debt at a purchase price not greater than (a) 101% of the principal amount of such Subordinated Debt and accrued and unpaid interest thereon in the event of a Change of Control or (b) 100% of the principal amount of such Subordinated Debt and accrued and unpaid interest thereon in the event of an Asset Sale in connection with any change of control offer or asset sale offer required by the terms of such Subordinated Debt, but only if:

(a) in the case of a Change of Control, Kodiak has first complied with and fully satisfied its obligations under the covenant described under “—Repurchase at the Option of Holders—Change of Control;” or

(b) in the case of an Asset Sale, Kodiak has complied with and fully satisfied its obligations under the covenant described under “—Repurchase at the Option of Holders—Asset Sales;”

(11) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of all or substantially all of the assets of Kodiak that complies with the provisions described under “—Merger, Consolidation or Sale of Substantially All Assets;” and

(12) other Restricted Payments in an aggregate amount at any time outstanding not to exceed $25.0 million.

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value, on the date of such Restricted Payment, of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be paid, transferred or issued by Kodiak or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The Fair Market Value of any cash Restricted Payment shall be its face amount, and the Fair Market Value of any non-cash Restricted Payment shall be determined in accordance with the definition of that term. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in (1) through (12) above or is entitled to be made pursuant to the first paragraph of this covenant, Kodiak shall, in its sole discretion, classify such Restricted Payment, or later classify, reclassify or re-divide all or a portion of such Restricted Payment, in any manner that complies with this covenant.

Incurrence of Indebtedness and Issuance of Preferred Stock

Kodiak will not, and will not permit any of its Restricted Subsidiaries to directly or indirectly create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur;” with “incurrence” having a correlative meaning) any Indebtedness (including Acquired Debt), and Kodiak will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that Kodiak may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock, and Subsidiary

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Guarantors may incur Indebtedness (including Acquired Debt) and issue preferred stock, if (a) the Fixed Charge Coverage Ratio for Kodiak’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period and (b) no Default would occur as a consequence of, and no Event of Default would be continuing following, the incurrence of the Indebtedness or the transactions relating to such incurrence, including any related application of the proceeds thereof.

Notwithstanding the foregoing, the first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any Disqualified Stock or preferred stock described in clauses (5) and (7) below (collectively, “Permitted Debt”):

(1) the incurrence by Kodiak and any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit issued pursuant to any Credit Facility being deemed to have a principal amount equal to the maximum potential liability of Kodiak and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $300.0 million and (ii) 25.0% of Adjusted Consolidated Net Tangible Assets of Kodiak, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom;

(2) the incurrence by Kodiak and its Restricted Subsidiaries of Existing Indebtedness;

(3) the incurrence by Kodiak of Indebtedness represented by the 2021 Notes and by the Subsidiary Guarantors of Indebtedness represented by the Subsidiary’s Guarantees to be issued on the Issue Date and the New 2021 Notes to be issued pursuant to the Registration Rights Agreement;

(4) the incurrence by Kodiak or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, improvement, deployment, refurbishment or modification of property, plant or equipment or furniture, fixtures and equipment, in each case, used in the business of Kodiak or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $25.0 million and (b) 2.0% of Adjusted Consolidated Net Tangible Assets of Kodiak, determined as of the date of the incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom;

(5) the incurrence or issuance by Kodiak or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness (other than intercompany Indebtedness) or Disqualified Stock of Kodiak, or Indebtedness (other than intercompany Indebtedness) or preferred stock of any Restricted Subsidiary, in each case that was permitted by the 2021 Indenture to be incurred or issued under the first paragraph of this covenant or clause (2), (3) or (10) of this paragraph or this clause (5);

(6) the incurrence by Kodiak or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Kodiak and any of its Restricted Subsidiaries; provided, however, that (a) if Kodiak or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not Kodiak or a Subsidiary Guarantor, such Indebtedness will be deemed to constitute an incurrence of such Indebtedness that was not in compliance with this clause (6) unless expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the 2021 Notes, in the case of Kodiak, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Kodiak or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Kodiak or a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by Kodiak or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of Kodiak’s Restricted Subsidiaries to Kodiak or to any of its Restricted Subsidiaries of any preferred stock; provided, however, that:

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(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Kodiak or a Restricted Subsidiary; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either Kodiak or a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(8) the incurrence of obligations of Kodiak or a Restricted Subsidiary pursuant to Interest Rate and Currency Hedges, in each case entered into in the ordinary course of business for the non-speculative purpose of limiting risks that arise in the ordinary course of business of Kodiak and its Restricted Subsidiaries;

(9) the Guarantee by Kodiak or any of the Subsidiary Guarantors of Indebtedness of Kodiak or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being Guaranteed is subordinated to or pari passu with the 2021 Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness Guaranteed;

(10) the incurrence by Kodiak or any Restricted Subsidiary of Permitted Acquisition Indebtedness;

(11) the incurrence by Kodiak or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(12) the incurrence by Kodiak or any Restricted Subsidiary of Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of Kodiak and its Restricted Subsidiaries;

(13) the incurrence by Kodiak or any Restricted Subsidiary of Indebtedness constituting reimbursement obligations with respect to letters of credit; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(14) the incurrence by any Foreign Subsidiary of Indebtedness that, in the aggregate together with all other Indebtedness of all Foreign Subsidiaries, (including all Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness incurred pursuant to this clause (14)) does not exceed the greater of (a) 2.0% of the Adjusted Consolidated Net Tangible Assets of all Foreign Subsidiaries, considered as a consolidated enterprise, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom and (b) $25.0 million;

(15) incurrence of Indebtedness in respect of self-insurance obligations, bid, appeal, reimbursement, performance, surety and similar bonds and completion Guarantees, in each case in the ordinary course of business; and

(16) the incurrence by Kodiak or any of the Subsidiary Guarantors of Indebtedness in an aggregate principal amount that, when taken together with all other Indebtedness of Kodiak and its Restricted Subsidiaries outstanding on the date of such incurrence (other than Indebtedness permitted by clauses (1) through (15) above or the first paragraph of this covenant) and any Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness incurred pursuant to this clause (16) does not exceed the greater of (a) 2.5% of Adjusted Consolidated Net Tangible Assets of Kodiak, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom and (b) $35.0 million.

Kodiak will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Kodiak or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the 2021 Notes and the applicable Subsidiary Guarantee, on substantially identical terms; provided, however, that no Indebtedness will be deemed to

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be contractually subordinated in right of payment to any other Indebtedness of Kodiak solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

For purposes of determining compliance with this “—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, (a) in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) of the second paragraph of this covenant, or is entitled to be incurred or issued pursuant to the first paragraph of this covenant, Kodiak will be permitted to divide and classify such item on the date of its incurrence or issuance, or later divide and reclassify all or a portion of such item, in any manner that complies with this covenant and (b) all Indebtedness outstanding on the Issue Date under the Senior Credit Agreement shall be deemed Incurred on the Issue Date under clause (1) of the second paragraph of this covenant. The accrual of interest, accrual of dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, unrealized losses or charges in respect of Hedging Obligations, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional Disqualified Stock or preferred stock of the same class will be deemed not to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Kodiak as accrued.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Kodiak or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Permitted Refinancing Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Liens

Kodiak will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or permit to exist any Lien (the “Initial Lien”), other than Permitted Liens, upon any of its property or assets (including Capital Stock and Indebtedness of any Restricted Subsidiaries of Kodiak and including any income or profits from such property or assets), whether owned on the Issue Date or thereafter acquired, which Lien secures any Subordinated Debt or other Indebtedness, unless:

(1) in the case of Liens securing Subordinated Debt of Kodiak or a Subsidiary Guarantor, the 2021 Notes or Subsidiary Guarantee, as applicable, are secured by a Lien on such property or assets on a senior basis to the Subordinated Debt so secured with the same priority as the 2021 Notes or such Subsidiary Guarantee, as applicable, has to such Subordinated Debt until such time as such Subordinated Debt is no longer so secured by a Lien; and

(2) in the case of Liens securing other Indebtedness of Kodiak or a Subsidiary Guarantor, the 2021 Notes or Subsidiary Guarantees, as applicable, are secured by a Lien on such property or assets on an equal and ratable basis with the other Indebtedness so secured until such time as such other Indebtedness is no longer so secured by a Lien.

Any Lien securing the 2021 Notes or Subsidiary Guarantees created pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the unconditional release and discharge of the Initial Lien.

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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Kodiak will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to Kodiak or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Kodiak or any of its Restricted Subsidiaries;

(2) make loans or advances to Kodiak or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Kodiak or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under, by reason of or with respect to:

(1) the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of Kodiak, no more restrictive, taken as a whole, than those contained in the applicable agreements or instruments as in effect on the Issue Date;

(2) the 2021 Indenture, the 2021 Notes and the Subsidiary Guarantees;

(3) applicable law, rule, regulation, order, approval, permit or similar restriction;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Kodiak or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of Kodiak, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the 2021 Indenture to be incurred;

(5) customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;

(6) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;

(7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of Kodiak, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(8) Liens permitted to be incurred under the provisions of the covenant described above under “—Limitation on Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;

(9) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other

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distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);

(10) other Indebtedness of Kodiak or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into after the Issue Date in accordance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock;” provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to Kodiak and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of Kodiak, than the provisions contained in the Senior Credit Agreement as in effect on the Issue Date;

(11) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(12) Hedging Obligations permitted from time to time under the 2021 Indenture;

(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(14) with respect only to encumbrances or restrictions of the type referred to in clause (3) of the immediately preceding paragraph:

(a) customary nonassignment provisions (including provisions forbidding subletting) in leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements relating to leasehold interests in oil and gas properties to the extent such provisions restrict the transfer of the lease, the property leased thereunder or the other interests therein;

(b) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock of, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into (i) in the ordinary course of business, or (ii) with the approval of Kodiak’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements;

(c) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments; and

(d) provisions restricting dispositions of real property interests in reciprocal easement agreements;

(15) encumbrances or restrictions with respect to an Unrestricted Subsidiary entered into before it became a Restricted Subsidiary.

Transactions with Affiliates

Kodiak will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of Kodiak (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to Kodiak or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Kodiak or such Restricted Subsidiary with a Person that is not an Affiliate of Kodiak; and

(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of Kodiak; and

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(3) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $30.0 million, the Board of Directors of Kodiak has received an opinion as to the fairness to Kodiak or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment, consulting or similar agreement or arrangement, stock option or stock ownership plan, employee benefit plan, officer or director indemnification agreement, restricted stock agreement, severance agreement or other compensation plan or arrangement entered into by Kodiak or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities pursuant thereto;

(2) transactions between or among Kodiak and/or its Restricted Subsidiaries and the issuance of Guarantees for the benefit of Kodiak or a Restricted Subsidiary;

(3) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of Kodiak solely because Kodiak owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person;

(4) reasonable fees and expenses and compensation paid to, and indemnity or insurance provided on behalf of, officers, directors or employees of Kodiak or any of its Restricted Subsidiaries;

(5) any issuance of Equity Interests (other than Disqualified Stock) of Kodiak to, or receipt of a capital contribution from, Affiliates of Kodiak;

(6) Restricted Payments that do not violate the provisions of the 2021 Indenture described above under “—Restricted Payments;”

(7) loans or advances to employees in the ordinary course of business or consistent with past practice;

(8) advances to or reimbursements of expenses incurred by employees for moving, entertainment and travel expenses and similar expenditures in the ordinary course of business;

(9) the performance of obligations of Kodiak or any of its Restricted Subsidiaries under the terms of any written agreement to which Kodiak or any of its Restricted Subsidiaries was a party on the Issue Date, as these agreements may be amended, modified or supplemented from time to time; provided, however, that any future amendment, modification or supplement entered into after the Issue Date will be permitted to the extent that its terms do not materially and adversely affect the rights of any holders of the 2021 Notes (as determined in good faith by the Board of Directors of Kodiak) as compared to the terms of the agreements in effect on the Issue Date;

(10) pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries;

(11) transactions between Kodiak or any Restricted Subsidiary and any Person, a director of which is also a director of Kodiak or any direct or indirect parent company of Kodiak and such director is the sole cause for such Person to be deemed an Affiliate of Kodiak or any Restricted Subsidiary; provided, however, that such director abstains from voting as director of Kodiak or such direct or indirect parent company of Kodiak, as the case may be, on any matter involving such other Person; and

(12) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the 2021 Indenture, provided that in the reasonable determination of the Board of Directors of Kodiak or the senior management of Kodiak, such transactions are on terms not materially less favorable to Kodiak or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Kodiak.

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Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of Kodiak may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by Kodiak and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation. That designation will only be permitted if the applicable Restricted Subsidiary meets the definition of an Unrestricted Subsidiary and if such Investment would be permitted at that time, either pursuant to (a) the covenant described above under “—Restricted Payments” or (b) the definition of Permitted Investment.

Any designation of a Subsidiary of Kodiak as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of Kodiak giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under “— Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the definition of “Unrestricted Subsidiary” set forth below under “—Definitions,” it will thereafter cease to be an Unrestricted Subsidiary for purposes of the 2021 Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock,” Kodiak will be in Default of such covenant.

The Board of Directors of Kodiak may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under “— Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Reports

Regardless of whether required by the rules and regulations of the SEC, so long as any 2021 Notes are outstanding, Kodiak will file with the SEC for public availability, within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case Kodiak will comply with the requirements described in the second succeeding paragraph):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Kodiak were required to file such reports;

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Kodiak were required to file such reports;

(3) within 15 business days after furnishing to the trustee the annual and quarterly reports required by clauses (1) and (2) of this paragraph, hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and

(4) issue a press release to an internationally recognized wire service no fewer than three business days prior to the date of the conference call required to be held in accordance with this paragraph, announcing the time and date of such conference call and either including all information necessary to access the call or directing noteholders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at Kodiak to obtain such information.

All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Kodiak’s consolidated financial statements by Kodiak’s certified independent accountants.

If, at any time, Kodiak is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Kodiak will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. Kodiak will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept

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Kodiak’s filings for any reason, Kodiak will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if Kodiak were required to file those reports with the SEC.

If Kodiak has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Kodiak and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

In addition, Kodiak agrees that, for so long as any 2021 Notes are not freely transferable, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the holders of 2021 Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Any such reports, information or documents filed with the SEC pursuant to its Electronic Date Gathering, Analysis and Retrieval (EDGAR) system shall be deemed filed with the trustee and furnished to the holders of the 2021 Notes and securities analysts as required pursuant to this covenant.

Subsidiary Guarantees

If, after the Issue Date, (a) any Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor incurs any Indebtedness in excess of a De Minimis Amount, or issues any preferred stock or (b) any Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor incurs any Indebtedness whatsoever in respect of obligations under the Senior Credit Agreement, then such Subsidiary (referred to in clause (a) or (b) of this sentence) will become a Subsidiary Guarantor by executing and delivering a supplemental indenture, in the form provided for in the 2021 Indenture, to the trustee within 30 days of the date on which it incurred such Indebtedness or issued such preferred stock (in each case, referred to in clause (a) or (b) of this sentence). The Subsidiary Guarantee of a Subsidiary Guarantor will be released upon request of the Subsidiary Guarantor at such time as such Subsidiary Guarantor is not liable for any Indebtedness and has no preferred stock outstanding, as long as at the time of such release, (i) no Default or Event of Default has occurred and is continuing, (ii) the Subsidiary Guarantor is not an obligor party to any undrawn Credit Facility or any Credit Facility under which letters of credit are outstanding or any instrument governing the terms of undrawn Indebtedness or any Guarantee thereof and (iii) the Subsidiary Guarantor has not been liable under any Indebtedness whatsoever during the immediately preceding 181 consecutive days.

Merger, Consolidation or Sale of Substantially All Assets

Kodiak will not (1) consolidate or merge with or into another Person (regardless of whether Kodiak is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2), directly or indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless:

(1) either: (a) Kodiak is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger or resulting from such conversion (if other than Kodiak) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such conversion, consolidation or merger (if other than Kodiak) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of Kodiak under the 2021 Notes and the 2021 Indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to agreements reasonably satisfactory to the trustee;

provided that, unless such Person is a corporation, a corporate co-issuer of the 2021 Notes will be added to the 2021 Indenture by a supplement reasonably satisfactory to the trustee;

(3) immediately after such transaction or transactions, no Default or Event of Default exists; and

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the same had occurred at the beginning of the applicable four-quarter period) either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of Kodiak and its Restricted Subsidiaries immediately before such transaction.

For purposes of this covenant, the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of Kodiak, which properties or assets, if held by Kodiak instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of Kodiak on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of Kodiak.

The surviving entity will succeed to, and be substituted for, and may exercise every right and power of, Kodiak under the 2021 Indenture; provided, however, that Kodiak will not be released from the obligation to pay the principal of, premium, if any, and interest on the 2021 Notes in the case of a lease of all or substantially all of Kodiak’s properties or assets in a transaction that is subject to, and that complies with the provisions of, this covenant.

Notwithstanding the restrictions described in the foregoing clause (4), any Restricted Subsidiary may consolidate with, merge into or dispose of all or part of its properties or assets to Kodiak, Kodiak may merge into a Restricted Subsidiary for the purpose of reincorporating Kodiak in another jurisdiction, and any Restricted Subsidiary may consolidate with, merge into or dispose of all or part of its properties or assets to another Restricted Subsidiary.

Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve “all or substantially all” of the properties or assets of a Person.

Effectiveness of Covenants

From and after the occurrence of an Investment Grade Rating Event, we and our Restricted Subsidiaries will no longer be subject to the following provisions of the 2021 Indenture (collectively, the “Suspended Covenants”):

(a) clause (4) of the covenant described under “Covenants—Merger, Consolidation or Sale of Substantially All Assets” and

(b) the provisions of the 2021 Indenture described above under the following headings:

· “—Repurchase at the Option of Holders—Asset Sales;”

· “—Covenants—Restricted Payments;”

· “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

· “—Covenants—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;” and

· “—Covenants—Transactions with Affiliates.”

If at any date (each such date, a “Reversion Date”) the credit rating of the 2021 Notes is downgraded from an Investment Grade Rating by either Rating Agency, then the Suspended Covenants will thereafter be reinstated and again be applicable pursuant to the terms of the 2021 Indenture, unless and until the 2021 Notes subsequently attain an Investment Grade Rating. Neither the failure of Kodiak or any of its Subsidiaries to comply with a Suspended Covenant after the 2021 Notes attain an Investment Grade Rating and before any reinstatement of the Suspended Covenants nor compliance by Kodiak or any of its Subsidiaries with any contractual obligation entered into in compliance with the 2021 Indenture during that period will constitute a Default, Event of Default or breach of any kind under the 2021 Indenture, the 2021 Notes or the Subsidiary Guarantees.

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Covenants—Restricted Payments” will be made as though the covenant described under “—Covenants—Restricted Payments” had been in effect at all times since the Issue Date, including during the Suspension Period. Any Debt incurred between the Suspension Date and the Reversion Date would be deemed to be Permitted Debt subsequent to the Reversion Date.

Furthermore, during any Suspension Period, Kodiak may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Consequently, during any Suspension Period, the 2021 Notes will be entitled to substantially reduced covenant protection. However, we and our Restricted Subsidiaries will remain subject to all other covenants in the 2021 Indenture during any such time, including those described above under “—Repurchase at the Option of Holders—Change of Control” and “—Covenants—Subsidiary Guarantees.”

There can be no assurance that the 2021 Notes will ever achieve or maintain an Investment Grade Rating from any Rating Agency.

Events of Default

Under the 2021 Indenture, each of the following constitutes an “Event of Default” with respect to the 2021 Notes:

(1) default for 30 days in the payment when due of interest on the 2021 Notes;

(2) default in the payment when due of the principal of, or premium, if any, on the 2021 Notes;

(3) failure by Kodiak to comply with its obligations under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets” or to consummate a purchase of 2021 Notes when required pursuant to the covenants described under “—Repurchase at the Option of Holders;”

(4) failure by Kodiak or any of its Restricted Subsidiaries for 30 days after written notice from the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 Notes to comply with the provisions described under “—Covenants—Restricted Payments” or “—Covenants— Incurrence of Indebtedness and Issuance of Preferred Stock” or to comply with the provisions described under “—Repurchase at the Option of Holders” to the extent not described in clause (3) above;

(5) failure by Kodiak or any of its Restricted Subsidiaries for 60 days (or 180 days in the case of a Reporting Failure) after written notice from the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 Notes to comply with any of the other agreements in the 2021 Indenture or the 2021 Notes;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Kodiak or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by Kodiak or any of its Restricted Subsidiaries), other than Indebtedness owed to Kodiak or any of its Restricted Subsidiaries, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its maturity;

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates to $25.0 million or more;

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amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days;

(8) except as permitted by the 2021 Indenture, any Subsidiary Guarantee is held in a judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee; and

(9) certain events of bankruptcy, insolvency or reorganization with respect to Kodiak or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for Kodiak and its Restricted Subsidiaries), would constitute a Significant Subsidiary.

The 2021 Indenture provides that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Kodiak, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all then outstanding 2021 Notes will become due and payable immediately without further action or notice. However, the effect of such provision may be limited by applicable law. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 Notes may declare all of the 2021 Notes to be due and payable immediately by notice in writing to Kodiak and, in case of a notice by holders, also to the trustee specifying the respective Event of Default and that it is a notice of acceleration.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding 2021 Notes may direct the trustee in its exercise of any trust or power with respect to the 2021 Notes. The trustee may withhold from holders of the 2021 Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

Subject to the provisions of the 2021 Indenture relating to the duties of the trustee in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the 2021 Indenture at the request or direction of any holders of 2021 Notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, when due, no holder of a 2021 Note may pursue any remedy with respect to the 2021 Indenture or the 2021 Notes unless:

(1) such holder has previously given the trustee notice of a continuing Event of Default;

(2) holders of at least 25% in aggregate principal amount of the then outstanding 2021 Notes have made a written request to the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then outstanding 2021 Notes have not given the trustee a direction that is inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then outstanding 2021 Notes by notice to the trustee may, on behalf of the holders of all of the 2021 Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the 2021 Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the 2021 Notes.

Notwithstanding the foregoing, if an Event of Default specified in clause (6) above shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (a) (i) the Indebtedness that is the subject of such Event of Default has been repaid or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, in each case within 20 days after the

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declaration of acceleration with respect thereto, and (b) any other existing Events of Default, except nonpayment of principal, premium, if any, or interest on the 2021 Notes that became due solely because of the acceleration of the 2021 Notes, have been cured or waived.

Kodiak is required to deliver to the trustee annually an Officers’ Certificate regarding compliance with the 2021 Indenture. Upon becoming aware of any Default or Event of Default, Kodiak is required within five Business Days to deliver to the trustee a statement specifying such Default or Event of Default and what action Kodiak is taking or proposing to take in respect thereof.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, stockholder, member, manager or partner of Kodiak or any Subsidiary Guarantor, as such, will have any liability for any obligations of Kodiak or the Subsidiary Guarantors under the 2021 Notes, the 2021 Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 2021 Notes by accepting a 2021 Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2021 Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Kodiak may, at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of its obligations discharged with respect to the outstanding 2021 Notes and all obligations of the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding 2021 Notes to receive payments in respect of the principal of, or interest or premium, if any, on such 2021 Notes when such payments are due from the trust referred to below;

(2) Kodiak’s obligations with respect to the 2021 Notes concerning issuing temporary 2021 Notes, registration of 2021 Notes, mutilated, destroyed, lost or stolen 2021 Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and Kodiak’s and the Subsidiary Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the 2021 Indenture.

In addition, Kodiak may, at its option and at any time, elect to have the obligations of Kodiak and the Subsidiary Guarantors released with respect to the provisions of the 2021 Indenture described above under “—Repurchase at the Option of Holders” and under “—Covenants” (other than the covenant described under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets,” except to the extent described below) (such release and termination being referred to as “Covenant Defeasance”), and thereafter any omission to comply with such obligations or provisions will not constitute a Default or Event of Default with respect to the 2021 Notes. In the event Covenant Defeasance occurs in accordance with the 2021 Indenture, the Events of Default described under clauses (3) through (8) under “—Events of Default” and the Event of Default described under clause (9) under “—Events of Default” (but only with respect to Subsidiaries of Kodiak), in each case, will no longer constitute an Event of Default with respect to the 2021 Notes. In addition, upon the occurrence of Covenant Defeasance all obligations of the Subsidiary Guarantors with respect to their Subsidiary Guarantees will be discharged.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Kodiak must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the 2021 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium, if any, on the outstanding 2021 Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Kodiak must specify whether the 2021 Notes are being defeased to such stated date for payment or to a particular redemption date;

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(2) in the case of Legal Defeasance, Kodiak must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Kodiak has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding 2021 Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Kodiak has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding 2021 Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of Liens securing such borrowing);

(5) such Legal Defeasance or Covenant Defeasance and the related deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the 2021 Indenture) to which Kodiak or any of its Subsidiaries is a party or by which Kodiak or any of its Subsidiaries is bound;

(6) Kodiak must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by Kodiak with the intent of preferring the holders of 2021 Notes over the other creditors of Kodiak with the intent of defeating, hindering, delaying or defrauding any creditors of Kodiak or others;

(7) Kodiak must deliver to the trustee an Officers’ Certificate, stating that all conditions precedent set forth in clauses (1) through (6), as applicable, of this paragraph have been complied with; and

(8) Kodiak must deliver to the trustee an opinion of counsel, stating that all conditions precedent set forth in clauses (2), (3) and (5), as applicable, of this paragraph have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the 2021 Indenture, the debt securities issued thereunder (including the 2021 Notes) or any Guarantee thereof may be amended or supplemented with the consent of the holders of a majority in aggregate principal amount of the then-outstanding debt securities of each series affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, debt securities) and, subject to certain exceptions relating to waivers of past Defaults and rights of holders of 2021 Notes to receive payment, any existing Default or Event of Default or compliance with any provision of the 2021 Indenture or the debt securities issued thereunder (including the 2021 Notes) or any Guarantee thereof may be waived with respect to each series of debt securities with the consent of the holders of a majority in aggregate principal amount of the then-outstanding debt securities of such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, debt securities).

Without the consent of each holder of the outstanding debt securities affected, an amendment, supplement or waiver may not (with respect to any 2021 Notes held by a non-consenting holder):

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any debt security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the 2021 Indenture, or change any place of payment where, or the coin or currency in which, any debt security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date therefor);

(2) reduce the percentage in principal amount of the then-outstanding debt securities of any series, the consent of whose holders is required for any such amendment, supplement or waiver;

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(3) modify any of the provisions set forth in (i) the provisions of the 2021 Indenture related to the holder’s unconditional right to receive principal, premium, if any, and interest on the debt securities or (ii) the provisions of the 2021 Indenture related to the waiver of past Defaults under such indenture except to increase any such percentage or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of the holder of each then-outstanding debt security affected thereby;

(4) waive a redemption payment with respect to any debt security; provided, however, that any purchase or repurchase of debt securities shall not be deemed a redemption of the debt securities;

(5) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the 2021 Indenture, except in accordance with the terms of such indenture (as supplemented by any supplemental indenture);

(6) make any change in the foregoing amendment and waiver provisions of the 2021 Indenture.

Notwithstanding the foregoing, without the consent of any holder of debt securities, Kodiak, the Subsidiary Guarantors (if any) and the trustee may amend or supplement the 2021 Indenture or the debt securities or the Guarantees thereof issued thereunder to:

(1) cure any ambiguity or defect or to correct or supplement any provision therein that may be inconsistent with any other provision therein;

(2) evidence the succession of another Person to Kodiak and the assumption by any such successor of the covenants of Kodiak therein and, to the extent applicable, to the debt securities;

(3) provide for uncertificated 2021 Notes in addition to or in place of certificated 2021 Notes;

(4) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor therein;

(5) secure the debt securities of any series;

(6) add to the covenants of Kodiak such further covenants, restrictions, conditions or provisions as Kodiak shall consider to be appropriate for the benefit of the holders of all or any series of debt securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of debt securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power therein conferred upon Kodiak and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the 2021 Indenture as set forth therein; provided, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the trustee upon such an Event of Default or may limit the right of the holders of a majority in aggregate principal amount of the debt securities of such series to waive such an Event of Default;

(7) make any change to any provision of the 2021 Indenture that would provide any additional rights or benefits to the holders of the debt securities issued thereunder or that does not adversely affect the rights or interests of any such holder;

(8) provide for the issuance of additional debt securities in accordance with the provisions set forth in the 2021 Indenture on the date of such indenture;

(9) add any additional Defaults or Events of Default in respect of all or any series of debt securities;

(10) change or eliminate any of the provisions of the 2021 Indenture; provided that any such change or elimination shall become effective only when there is no debt security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;

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(11) establish the form or terms of debt securities of any series as permitted thereunder, including to reopen any series of any debt securities as permitted thereunder;

(12) evidence and provide for the acceptance of appointment thereunder by a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the 2021 Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee, pursuant to the requirements of such indenture;

(13) conform the text of the 2021 Indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision of a description of such debt securities appearing in a prospectus or prospectus supplement or an offering memorandum or offering circular pursuant to which such debt securities were offered to the extent that such provision was intended to be a verbatim recitation of a provision of such indenture (and/or any supplemental indenture) or any debt securities or Guarantees issued thereunder;

(14) add a corporate co-issuer in accordance with the covenant set forth under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets;” or

(15) modify, eliminate or add to the provisions of the 2021 Indenture to such extent as shall be necessary to effect the qualification of such indenture under the Trust Indenture Act, or under any similar federal statute subsequently enacted, and to add to such indenture such other provisions as may be expressly required under the Trust Indenture Act.

The consent of the holders is not necessary under the 2021 Indenture to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under the 2021 Indenture requiring approval of the holders becomes effective, Kodiak shall mail to the holders of debt securities affected thereby a notice briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all such holders, or any defect therein, will not impair or affect the validity of the applicable amendment, supplement or waiver.

Satisfaction and Discharge

The 2021 Indenture will be discharged and will cease to be of further effect as to all 2021 Notes issued thereunder (except as to surviving rights of registration of transfer or exchange of the 2021 Notes and as otherwise specified in the 2021 Indenture), when:

(1) either:

(a) all 2021 Notes that have been authenticated, except lost, stolen or destroyed 2021 Notes that have been replaced or paid and 2021 Notes for whose payment money has been deposited in trust and thereafter repaid to Kodiak, have been delivered to the trustee for cancellation; or

(b) all 2021 Notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Kodiak or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the 2021 Notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of Liens securing such borrowing);

(3) such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the 2021 Indenture) to which Kodiak or any Subsidiary Guarantor is a party or by which Kodiak or any Subsidiary Guarantor is bound;

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(4) Kodiak or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under the 2021 Indenture; and

(5) Kodiak has delivered irrevocable instructions to the trustee to apply the deposited money toward the payment of the 2021 Notes at maturity or on the redemption date, as the case may be.

In addition, Kodiak must deliver to the trustee (a) an Officers’ Certificate, stating that all conditions precedent set forth in clauses (1) through (5) above have been satisfied and (b) an opinion of counsel, stating that all conditions precedent set forth in clauses (3) and (5) above have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Kodiak or any Subsidiary Guarantor, the 2021 Indenture will limit the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the Trust Indenture Act) after a Default has occurred and is continuing, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the 2021 Indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then outstanding 2021 Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. If an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its powers, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the 2021 Indenture at the request of any holder of 2021 Notes, unless such holder has offered to the trustee reasonable security or indemnity against any loss, liability or expense.

Governing Law

The 2021 Indenture, the New 2021 Notes and the Subsidiary Guarantees are governed by the laws of the State of New York.

Book-Entry, Delivery and Form

The New 2021 Notes will be issued in registered global form, without interest coupons (the “Global 2021 Notes”), and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New 2021 Notes will be deposited with the trustee, as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Kodiak takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised Kodiak that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised Kodiak that, pursuant to procedures established by it:

(1) upon deposit of the Global 2021 Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global 2021 Notes; and

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Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global 2021 Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised Kodiak that it will take any action permitted to be taken by a holder of 2021 Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global 2021 Notes and only in respect of such portion of the aggregate principal amount of the 2021 Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the 2021 Notes, DTC reserves the right to exchange the Global 2021 Notes for legended 2021 Notes in certificated form, and to distribute such 2021 Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global 2021 Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither Kodiak nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global 2021 Notes for Certificated 2021 Notes

A Global 2021 Note is exchangeable for certificated 2021 Notes if:

(1) DTC (a) notifies Kodiak that it is unwilling or unable to continue as depositary for the Global 2021 Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case Kodiak fails to appoint a successor depositary within 90 days;

(2) Kodiak, at its option, notifies the trustee in writing that it elects to cause the issuance of certificated 2021 Notes (DTC has advised Kodiak that, in such event, under its current practices, DTC would notify its Participants of Kodiak’s request, but will only withdraw beneficial interests from a Global 2021 Note at the request of each Participant); or

(3) a Default or Event of Default has occurred and is continuing and DTC notifies the trustee of its decision to exchange the Global 2021 Note for certificated 2021 Notes.

In addition, beneficial interests in a Global 2021 Note may be exchanged for certificated 2021 Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the 2021 Indenture. In all cases, certificated 2021 Notes delivered in exchange for any Global 2021 Note or beneficial interests in Global 2021 Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

Kodiak will make payments in respect of the 2021 Notes represented by the Global 2021 Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. Kodiak will make all payments of principal, interest and premium, if any, with respect to certificated 2021 Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder’s registered address. The 2021 Notes represented by the Global 2021 Notes are expected to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such 2021 Notes will, therefore, be required by DTC to be settled in immediately available funds. Kodiak expects that secondary trading in any certificated 2021 Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global 2021 Note from a Participant in DTC will be credited, and any such crediting will be reported to the

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relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Kodiak that cash received in Euroclear or Clearstream as a result of sales of interests in a Global 2021 Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Definitions

Set forth below are certain defined terms used in the 2021 Indenture. Reference is made to the 2021 Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, regardless of whether such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or becoming a Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Assets” means:

(1) any property or assets (other than Indebtedness and Capital Stock) to be used by Kodiak or a Restricted Subsidiary in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Kodiak or another Restricted Subsidiary;

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; or

(4) Capital Stock of any Restricted Subsidiary; provided that all the Capital Stock of such Subsidiary held by Kodiak or any of its Restricted Subsidiaries shall entitle Kodiak or such Restricted Subsidiary to not less than a pro rata portion of all dividends or other distributions made by such Subsidiary upon any of such Capital Stock;

provided, however, that, in the case of clauses (2), (3) and (4), such Subsidiary is primarily engaged in a Related Business.

“Adjusted Consolidated Net Tangible Assets” means, with respect to any specified Person or Persons (all of such specified Persons, whether one or more, being referred to in this definition as the “Referent Person”), as of the date of determination (without duplication), the remainder of:

(a) the sum of:

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(1) the sale, lease (other than an operating lease entered into in the ordinary course), conveyance or other disposition of any assets or rights (including by way of a Production Payment or a sale and leaseback transaction); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Kodiak and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the 2021 Indenture described above under “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets” and not by the provisions of the Asset Sales covenant; and

(2) the issuance of Equity Interests in any of Kodiak’s Restricted Subsidiaries (other than directors’ qualifying shares) or the sale of Equity Interests held by Kodiak or its Subsidiaries in any of its Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $10.0 million;

(2) a transfer of assets between or among Kodiak and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to Kodiak or to a Restricted Subsidiary;

(4) the sale, lease or other disposition of equipment, inventory, products, services, accounts receivable or other assets in the ordinary course of business, including in connection with any compromise, settlement or collection of accounts receivable, and any sale or other disposition of damaged, worn-out or obsolete assets or assets that are no longer useful in the conduct of the business of Kodiak and its Restricted Subsidiaries;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) a Restricted Payment that does not violate the covenant described above under “—Covenants—Restricted Payments,” including the issuance or sale of Equity Interests or the sale, lease or other disposition of products, services, equipment, inventory, accounts receivable or other assets pursuant to any such Restricted Payment;

(7) the consummation of a Permitted Investment, including, without limitation, unwinding any Hedging Obligations, and including the issuance or sale of Equity Interests or the sale, lease or other disposition of products, services, equipment, inventory, accounts receivable or other assets pursuant to any such Permitted Investment;

(8) a disposition of Hydrocarbons or mineral products inventory in the ordinary course of business;

(9) the farm-out, lease or sublease of developed or undeveloped crude oil or natural gas properties owned or held by Kodiak or any Restricted Subsidiary in exchange for crude oil and natural gas properties owned or held by another Person;

(10) the creation or perfection of a Lien (but not, except as contemplated in clause (11) below, the sale or other disposition of the properties or assets subject to such Lien);

(11) the creation or perfection of a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;

(12) the licensing or sublicensing of intellectual property, including, without limitation, licenses for seismic data, in the ordinary course of business and which do not materially interfere with the business of Kodiak and its Restricted Subsidiaries;

(13) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(14) any Production Payments and Reserve Sales; provided that all such Production Payments and Reserve Sales (other than incentive compensation programs on terms that are reasonably customary in the oil and

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“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3) exploration and abandonment expense (if applicable) to the extent deducted in calculating Consolidated Net Income; plus

(4) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, other non-cash expenses and other non-cash items (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) any interest expense attributable to any Oil and Natural Gas Hedging Contract, to the extent that such interest expense was deducted in computing such Consolidated Net Income; minus

(6) non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business, and minus

(7) the sum of (a) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments and (b) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments;

in each case, on a consolidated basis and determined in accordance with GAAP. Notwithstanding the preceding sentence, clauses (1) through (5) relating to amounts of a Restricted Subsidiary of the referent Person will be added to Consolidated Net Income to compute Consolidated Cash Flow of such Person only to the extent (and in the same proportion) that the Net Income of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent the amounts set forth in clauses (1) through (5) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to the referent Person by such Restricted Subsidiary without prior governmental approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or the holders of its Capital Stock.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, members or partners;

(3) the cumulative effect of a change in accounting principles will be excluded;

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(4) any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of such Person or its consolidated Restricted Subsidiaries (including pursuant to any sale or leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person will be excluded;

(5) any asset impairment writedowns on oil and gas properties under GAAP or SEC guidelines will be excluded;

(6) any non-cash mark-to-market adjustments to assets or liabilities resulting in unrealized gains or losses in respect of Hedging Obligations (including those resulting from the application of SFAS 133) shall be excluded; and

(7) to the extent deducted in the calculation of Net Income, any non-cash or other charges associated with any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness will be excluded.

“Consolidated Tangible Assets” means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Kodiak who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Facilities” means, with respect to Kodiak or any of its Restricted Subsidiaries, one or more debt facilities (including, without limitation, the Senior Credit Agreement), commercial paper facilities or Debt Issuances providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to any lenders, other financiers or to special purpose entities formed to borrow from (or sell such receivables to) any lenders or other financiers against such receivables), letters of credit, bankers’ acceptances, other borrowings or Debt Issuances, in each case, as amended, restated, modified, renewed, extended, refunded, replaced or refinanced (in each case, without limitation as to amount), in whole or in part, from time to time (including through one or more Debt Issuances).

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party or a beneficiary.

“Debt Issuances” means, with respect to Kodiak or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other similar securities or instruments.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“De Minimis Amount” means a principal amount of Indebtedness that does not exceed $1.0 million.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the 2021 Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Kodiak to repurchase or redeem such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Kodiak may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under “—Covenants—Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the 2021

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Indenture will be the maximum amount that Kodiak and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Dollar-Denominated Production Payments” means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary that was formed under the laws of the United States or any state of the United States or the District of Columbia or that Guarantees or otherwise provides direct credit support for any Indebtedness of Kodiak or any Restricted Subsidiary (other than a Foreign Subsidiary).

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means (1) an offering after the Issue Date for cash by Kodiak of its Capital Stock (other than Disqualified Stock), or options, warrants or rights with respect to its Capital Stock or (2) a cash contribution to Kodiak’s common equity capital from any Person after the Issue Date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Indebtedness” means Indebtedness of Kodiak and its Subsidiaries (other than Indebtedness under the Senior Credit Agreement, the 2021 Notes and the Subsidiary Guarantees and intercompany Indebtedness between or among Kodiak and any of its Restricted Subsidiaries) in existence on the Issue Date, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party. Fair Market Value of an asset or property in excess of $10.0 million shall be determined by the Board of Directors of Kodiak acting in good faith, whose determination shall be conclusive and evidenced by a resolution of such Board of Directors, and any lesser Fair Market Value may be determined by an officer of Kodiak acting in good faith.

“Farm-In Agreement” means an agreement whereby a Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interests therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property.

“Farm-Out Agreement” means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

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to any operating improvements or cost savings that have occurred or are reasonably expected to occur within one year of the closing of such acquisition in the reasonable judgment of the principal accounting officer or Chief Financial Officer of Kodiak as certified in an Officers’ Certificate delivered to the trustee (regardless of whether those operating improvements or cost savings could then be reflected in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or any other regulation or policy of the SEC related thereto);

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness, but if the remaining term of such Hedging Obligation is less than 12 months, then such Hedging Obligation shall only be taken into account for that portion of the period equal to the remaining term thereof).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (excluding (i) any interest attributable to Production Payments and Reserve Sales, (ii) write-off of deferred financing costs and (iii) accretion of interest charges on future plugging and abandonment obligations, future retirement benefits and other obligations that do not constitute Indebtedness, but including, without limitation, amortization of debt issuance costs and original issue discount, noncash interest payments, the interest component of any deferred payment obligations other than that attributable to any Oil and Natural Gas Hedging Contract, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to Interest Rate Agreements; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is Guaranteed by the specified Person or one or more of its Restricted Subsidiaries or secured by a Lien on assets of such specified Person or one or more of its Restricted Subsidiaries, regardless of whether such Guarantee or Lien is called upon; plus

(4) all dividends, whether paid or accrued and regardless of whether in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Kodiak (other than Disqualified Stock) or to Kodiak or a Restricted Subsidiary,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary other than a Domestic Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time. All ratios and computations based on GAAP contained in the 2021 Indenture will be computed in conformity with GAAP.

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“Government Securities” means direct obligations of, or obligations Guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services or to take or pay or to maintain financial statement conditions or otherwise), or entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “Guarantee” used as a verb has a correlative meaning.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate and Currency Hedges and any Oil and Natural Gas Hedging Contracts.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.

“Indebtedness” means, with respect to any specified Person, without duplication, any indebtedness of such Person, regardless of whether contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, credit agreements, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of bankers’ acceptances;

(4) representing Capital Lease Obligations;

(5) in respect of any Guarantee by such Person of production or payment with respect to a Production Payment (but not any other contractual obligation in respect of such Production Payment);

(6) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or a trade payable; or

(7) representing any Interest Rate and Currency Hedges,

if and to the extent any of the preceding items (other than letters of credit and Interest Rate and Currency Hedges) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (a) all Indebtedness of any other Person, of the types described above in clauses (1) through (7), secured by a Lien on any asset of the specified Person (regardless of whether such Indebtedness is assumed by the specified Person); provided that the amount of such Indebtedness will be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person, and (b) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person, of the types described above in clauses (1) through (7) above. Furthermore, the amount of any Indebtedness outstanding as of any date will be the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

Notwithstanding the foregoing, the following shall not constitute “Indebtedness:”

(i) accrued expenses and trade accounts payable arising in the ordinary course of business;

(ii) except as provided in clause (5) of the first paragraph of this definition, any obligation in respect of any Production Payment and Reserve Sales;

(iii) any obligation in respect of any Farm-In Agreement;

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(iv) any indebtedness which has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other Liens, and the other applicable terms of the instrument governing such indebtedness;

(v) oil or natural gas balancing liabilities incurred in the ordinary course of business and consistent with past practice;

(vi) any obligation in respect of any Oil and Natural Gas Hedging Contract;

(vii) any unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of the Financial Standards Accounting Board’s Accounting Standards Codification (ASC) 815);

(viii) any obligations in respect of (a) bid, performance, completion, surety, appeal and similar bonds, (b) obligations in respect of bankers’ acceptances, (c) insurance obligations or bonds and other similar bonds and obligations and (d) any Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations; provided, however, that such bonds or obligations mentioned in subclause (a), (b), (c) or (d) of this clause (viii), are incurred in the ordinary course of the business of Kodiak and its Restricted Subsidiaries and do not relate to obligations for borrowed money;

(ix) any Disqualified Stock of Kodiak or preferred stock of a Restricted Subsidiary;

(x) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets; and

(xi) all contracts and other obligations, agreements instruments or arrangements described in clauses (20), (21), (22) and (23) of the definition of “Permitted Liens.”

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Interest Rate and Currency Hedges” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Investment Grade Rating” means a rating equal to or higher than:

(1) Baa3 (or the equivalent) by Moody’s; or

(2) BBB- (or the equivalent) by S&P,

or, if either such entity ceases to rate the 2021 Notes for reasons outside of the control of Kodiak, the equivalent investment grade credit rating from any other Rating Agency.

“Investment Grade Rating Event” means the first day on which (a) the 2021 Notes have an Investment Grade Rating from at least two Rating Agencies, (b) no Default with respect to the 2021 Notes has occurred and is then continuing under the 2021 Indenture and (c) Kodiak has delivered to the trustee an Officers’ Certificate certifying as to the satisfaction of the conditions set forth in clauses (a) and (b) of this definition.

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classified as investments on a balance sheet of such Person prepared in accordance with GAAP. If Kodiak or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, Kodiak will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Kodiak’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under “—Covenants—Restricted Payments.” The acquisition by Kodiak or any Subsidiary of Kodiak of a Person that holds an Investment in a third Person will be deemed to be an Investment by Kodiak or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under “— Covenants—Restricted Payments.” Except as otherwise provided in the 2021 Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means the first date on which 2021 Notes are issued under the 2021 Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, regardless of whether filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of non-cash preferred stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale (including, without limitation, any cash received pursuant to any sale and leaseback transaction) or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person; and

(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Proceeds” means the aggregate cash proceeds received by Kodiak or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expense incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Sale;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of such Indebtedness, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;

(3) all distributions and other payments required to be made to holders of minority interests in Subsidiaries or joint ventures as a result of such Asset Sale; and

(4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, or held in escrow, in either case for adjustment in respect of the sale price or for any liabilities associated with the assets disposed of in such Asset Sale and retained by Kodiak or any Restricted Subsidiary after such Asset Sale.

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“Net Working Capital” means (a) all current assets of Kodiak and its Restricted Subsidiaries except current assets from Oil and Natural Gas Hedging Contracts, less (b) all current liabilities of Kodiak and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Natural Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of Kodiak prepared in accordance with GAAP (excluding any adjustments made pursuant to the Financial Standards Accounting Board’s Accounting Standards Codification (ASC) 815).

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither Kodiak nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise), in each case other than Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by Kodiak or any Restricted Subsidiary to the extent securing otherwise Non-Recourse Debt of such Unrestricted Subsidiary or joint venture;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of Kodiak or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of Kodiak or its Restricted Subsidiaries, except for any Equity Interests referred to in clause (1) of this definition.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, in the case of Kodiak, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of Kodiak and, in the case of any Subsidiary Guarantor, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of such Subsidiary Guarantor.

“Officers’ Certificate” means, in the case of Kodiak, a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of Kodiak and, in the case of any Subsidiary Guarantor, a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of such Subsidiary Guarantor.

“Oil and Natural Gas Hedging Contract” means any Hydrocarbon hedging agreements and other agreements or arrangements entered into in the ordinary course of business in the oil and gas industry for the purpose of protecting against fluctuations in Hydrocarbon prices.

“Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of Kodiak or any of Kodiak’s Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of:

(1) a Subsidiary prior to the date on which such Subsidiary became a Restricted Subsidiary; or

(2) a Person that was merged or consolidated into Kodiak or a Restricted Subsidiary;

provided that on the date such Subsidiary became a Restricted Subsidiary or the date such Person was merged or consolidated into Kodiak or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto, (a) the Restricted Subsidiary or Kodiak, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of Kodiak and its Restricted Subsidiaries immediately before such transaction.

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(13) Investments of a Restricted Subsidiary acquired after the Issue Date or of any entity merged into Kodiak or merged into or consolidated with a Restricted Subsidiary in accordance with the covenant described under “— Covenants — Merger, Consolidation or Sale of Substantially All Assets” or the covenant described in the third paragraph under “— Subsidiary Guarantees of the New 2021 Notes” (as applicable) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(14) Permitted Business Investments;

(15) Investments received as a result of a foreclosure by Kodiak or any of its Restricted Subsidiaries with respect to any secured Investment in default;

(16) Investments in any units of any oil and gas royalty trust;

(17) Investments existing on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases of such Investments (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investments as in effect on the Issue Date);

(18) repurchases of or other Investments in the 2021 Notes; and

(19) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (19) that are at the time outstanding not to exceed the greater of (a) 1.5% of Adjusted Consolidated Net Tangible Assets of Kodiak and (b) $20.0 million.

“Permitted Liens” means, with respect to any Person:

(1) Liens securing Indebtedness incurred under Credit Facilities pursuant to subparagraph (1) of the second paragraph of the covenant described under “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;” provided that the aggregate amount of such indebtedness does not exceed the aggregate amount that would be allowed under such subparagraph (1);

(2) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;

(3) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

(4) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or similar Liens arising by contract or statute in the ordinary course of business and with respect to amounts which are not yet delinquent or are being contested in good faith by appropriate proceedings;

(5) Liens for taxes, assessments or other governmental charges or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(6) Liens in favor of the issuers of surety or performance bonds or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

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Indebtedness referred to in clause (1); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property or assets that is the security for a Permitted Lien hereunder;

(19) Liens in respect of Production Payments and Reserve Sales, which Liens shall be limited to the property that is the subject of such Production Payments and Reserve Sales;

(20) Liens on pipelines and pipeline facilities that arise by operation of law;

(21) Liens arising under joint venture agreements, partnership agreements, oil and gas leases or subleases, assignments, purchase and sale agreements, division orders, contracts for the sale, purchasing, processing, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, development agreements, area of mutual interest agreements, licenses, sublicenses, net profits interests, participation agreements, Farm-Out Agreements, Farm-In Agreements, carried working interest, joint operating, unitization, royalty, sales and similar agreements relating to the exploration or development of, or production from, oil and gas properties entered into in the ordinary course of business in a Related Business; provided that the Liens arising under any such agreements are not incurred in connection with the borrowing of money;

(22) Liens reserved in oil and gas mineral leases for bonus, royalty or rental payments and for compliance with the terms of such leases;

(23) Liens on, or related to, properties or assets to secure all or part of the costs incurred in the ordinary course of a Related Business for exploration, drilling, development, production, processing, transportation, marketing, storage, abandonment or operation;

(24) Liens arising under the 2021 Indenture in favor of the trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under the 2021 Indenture; provided that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of the Indebtedness;

(25) Liens securing obligations of Kodiak and its Restricted Subsidiaries under non-speculative Hedging Obligations;

(26) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by Kodiak or any Restricted Subsidiary to the extent securing Non-Recourse Debt of such Unrestricted Subsidiary or joint venture;

(27) Liens securing Indebtedness of any Foreign Subsidiary which Indebtedness is permitted by the 2021 Indenture; and

(28) Liens incurred in the ordinary course of business of Kodiak or any Restricted Subsidiary with respect to obligations that, at any one time outstanding, do not exceed the greater of (a) $10.0 million and (b) 1.0% of Adjusted Consolidated Net Tangible Assets of Kodiak.

“Permitted Refinancing Indebtedness” means any Indebtedness of Kodiak or any of its Restricted Subsidiaries, any Disqualified Stock of Kodiak or any preferred stock of any Restricted Subsidiary (a) issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to or a deferral or renewal of ((a) and (b) above, collectively, a “Refinancing”), any other Indebtedness of Kodiak or any of its Restricted Subsidiaries (other than intercompany Indebtedness), any Disqualified Stock of Kodiak or any preferred stock of a Restricted Subsidiary in a principal amount or, in the case of Disqualified Stock of Kodiak or preferred stock of a Restricted Subsidiary, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing) the lesser of:

(1) the principal amount or, in the case of Disqualified Stock or preferred stock, liquidation preference, of the Indebtedness, Disqualified Stock or preferred stock so Refinanced (plus, in the case of Indebtedness, the amount of premium, if any paid in connection therewith), and

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(2) if the Indebtedness being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing.

Notwithstanding the preceding, no Indebtedness, Disqualified Stock or preferred stock will be deemed to be Permitted Refinancing Indebtedness, unless:

(1) such Indebtedness, Disqualified Stock or preferred stock has a final maturity date or redemption date, as applicable, no earlier than the final maturity date or redemption date, as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or preferred stock being Refinanced;

(2) if the Indebtedness, Disqualified Stock or preferred stock being Refinanced is contractually subordinated or otherwise junior in right of payment to the 2021 Notes, such Indebtedness, Disqualified Stock or preferred stock has a final maturity date or redemption date, as applicable, no earlier than the final maturity date or redemption date, as applicable, of, and is contractually subordinated or otherwise junior in right of payment to, the 2021 Notes, on terms at least as favorable to the holders of 2021 Notes as those contained in the documentation governing the Indebtedness, Disqualified Stock or preferred stock being Refinanced at the time of the Refinancing; and

(3) such Indebtedness or Disqualified Stock is incurred or issued by Kodiak or such Indebtedness, Disqualified Stock or preferred stock is incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the Disqualified Stock or preferred stock being Refinanced; provided that a Restricted Subsidiary that is also a Subsidiary Guarantor may guarantee Permitted Refinancing Indebtedness incurred by Kodiak, regardless of whether such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being Refinanced.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.

“Production Payments” means Dollar-Denominated Production Payments and Volumetric Production Payments, collectively.

“Production Payments and Reserve Sales” means the grant or transfer by Kodiak or a Subsidiary of Kodiak to any Person of a royalty, overriding royalty, net profits interest, Production Payment, partnership or other interest in oil and gas properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the oil and gas business for geologists, geophysicists and other providers of technical services to Kodiak or a Subsidiary of Kodiak.

“Rating Agency” means each of S&P and Moody’s, or if (and only if) S&P or Moody’s or both shall not make a rating on the 2021 Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Kodiak, which shall be substituted for S&P or Moody’s, or both, as the case may be.

“Registration Rights Agreement” means that certain registration rights agreement dated as of the Issue Date by and among Kodiak, the Subsidiary Guarantor and the initial purchasers set forth therein.

“Related Business” means any business which is the same as or related, ancillary or complementary to any of the businesses of Kodiak and its Restricted Subsidiaries on the Issue Date, which includes (1) the acquisition, exploration, exploitation, development, production, operation and disposition of interests in oil, gas and other hydrocarbon properties, and the utilization of Kodiak’s and its Restricted Subsidiaries’ properties, (2) the gathering, marketing, treating, processing, storage, selling and transporting of any production from such interests or properties and products produced in association therewith, (3) development, purchase and sale of real estate and interests therein, and (4) any business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in the foregoing clauses (1) through (3) of this definition.

“Reporting Failure” means the failure of Kodiak to file with the SEC and make available or otherwise deliver to the trustee and each holder of 2021 Notes, within the time periods specified in “—Covenants—Reports” (after giving effect to any grace period specified under Rule 12b-25 under the Exchange Act), the periodic reports, information, documents or other

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(1) any corporation, association or other business entity (other than a partnership) of which more than 50% of the total voting power of its Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means any Guarantee of the 2021 Notes by any Subsidiary Guarantor in accordance with the provisions of the 2021 Indenture described under “—Covenants—Subsidiary Guarantees.”

“Subsidiary Guarantor” means each Restricted Subsidiary that has become obligated under a Subsidiary Guarantee, in accordance with the terms of the guarantee provisions of the 2021 Indenture, but only for so long as such Subsidiary remains so obligated pursuant to the terms of the 2021 Indenture.

“Unrestricted Subsidiary” means any Subsidiary of Kodiak (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) that is designated by the Board of Directors of Kodiak as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is a Person with respect to which neither Kodiak nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(3) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Kodiak or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation.

Any Subsidiary of an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary.

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all related undertakings and obligations.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

Registration Rights; Liquidated Damages

We have filed the registration statement of which this prospectus forms a part and are conducting the Exchange Offer in accordance with our obligations under the 2021 Registration Rights Agreement between us, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC, Kodiak Williston, LLC and the initial purchasers of the Old 2021 Notes. We have also agreed to file with the Securities and Exchange Commission a shelf registration statement to register for public resale Old 2021 Notes held by any holder who provides us with certain information for inclusion in the shelf registration statement if:

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· rank equal in right of payment with any existing and future senior indebtedness of such Subsidiary Guarantor (including the 2019 Notes and the New 2021 Notes); and

· rank effectively junior in right of payment to all existing and future secured indebtedness of such Subsidiary Guarantor (including any Indebtedness under the Senior Credit Agreement) to the extent of the value of the assets of such Subsidiary Guarantor constituting collateral securing such indebtedness.

As of the date of this prospectus, our Subsidiaries, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC and Kodiak Williston, LLC are “Restricted Subsidiaries.” However, under the circumstances described below under “—Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate Subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the 2022 Indenture, and will not guarantee the New 2022 Notes.

Principal, Maturity and Interest

On July 26, 2013, we issued an aggregate principal amount of $400.0 million of the Old 2022 Notes. We may issue additional 2022 Notes (“Additional 2022 Notes”) under the 2022 Indenture from time to time. Any issuance of Additional 2022 Notes is subject to all of the covenants in the 2022 Indenture, including those described below under “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The New 2022 Notes, any remaining outstanding Old 2022 Notes and any Additional 2022 Notes and exchange notes subsequently issued under the 2022 Indenture will be treated as a single class for all purposes under the 2022 Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided, however, that Additional 2022 Notes may have a separate CUSIP number. We may also issue other debt securities under the 2022 Indenture. If issued, such other debt securities will not vote together with the 2022 Notes on any matter. The New 2022 Notes will mature on February 1, 2022, and will be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

Interest on the New 2022 Notes will accrue at the rate of 5.50% per annum and will be payable semiannually in arrears on February 1 and August 1, beginning on February 1, 2014. Additional interest may accrue on the New 2022 Notes as liquidated damages in certain circumstances described below under “—Registration Rights; Liquidated Damages,” and all references to “interest” in this description include any additional interest that may be payable on the New 2022 Notes. Interest on overdue principal, premium, if any, and interest will accrue at the applicable interest rate on the New 2022 Notes. Kodiak will make each interest payment to the holders of record at the close of business on each January 15 and July 15 immediately preceding the relevant interest payment date. Interest on the New 2022 Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

Methods of Receiving Payments on the New 2022 Notes

If a holder of New 2022 Notes has given wire transfer instructions to Kodiak, Kodiak will pay all principal, interest and premium, if any, on that holder’s 2022 Notes in accordance with those instructions (or, if all the 2022 Notes are then in global form, make such payment through the facilities of DTC). All other payments on the 2022 Notes will be made at the office or agency of the paying agent and registrar in New York, New York, unless we elect to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar

The trustee will initially act as paying agent and registrar for the New 2022 Notes. The Company may change the paying agent or registrar without prior notice to the holders of the New 2022 Notes, and the Company or any of the Restricted Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange New 2022 Notes in accordance with the 2022 Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of the New 2022 Notes, and Kodiak may require a holder to pay any taxes and fees required by law or permitted by the 2022 Indenture. Kodiak will not be required to transfer or exchange any New 2022 Note (or portion of a

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note) selected for redemption. Also, Kodiak will not be required to transfer or exchange any New 2022 Note for a period of 15 days before a selection of New 2022 Notes to be redeemed.

Subsidiary Guarantees of the New 2022 Notes

Our payment obligations with respect to the New 2022 Notes are jointly and severally guaranteed on a senior, unsecured basis by the Subsidiary Guarantors. As of the date of this prospectus, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC and Kodiak Williston, LLC, our Subsidiaries, are the only Subsidiary Guarantors. Additional Subsidiaries will be required to become Subsidiary Guarantors under the circumstances described under “—Covenants—Subsidiary Guarantees.” The Subsidiary Guarantees are joint and several obligations of the Subsidiary Guarantors and limited to the maximum amount the Guarantors are permitted to guarantee under applicable law without creating a fraudulent conveyance. See “Risk Factors—Risks Related to the New Notes—A subsidiary guarantee could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or similar state law, which would prevent the holders of the New Notes from relying on that subsidiary to satisfy claims.”

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) (i) such Subsidiary Guarantor is the surviving Person or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under the 2022 Indenture (including its Subsidiary Guarantee) pursuant to a supplemental indenture satisfactory to the trustee; or

(b) such transaction does not violate the provisions of the 2022 Indenture described under “—Repurchase at the Option of Holders—Asset Sales.”

The Subsidiary Guarantee of a Subsidiary Guarantor will be released as set forth under “—Covenants—Subsidiary Guarantees,” and will also be released immediately:

(1) upon any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Kodiak or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of the 2022 Indenture described below under “—Repurchase at the Option of Holders—Asset Sales;”

(2) upon any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Kodiak or a Restricted Subsidiary, if the sale or other disposition does not violate the provisions of the 2022 Indenture described under “—Repurchase at the Option of Holders—Asset Sales” and such Subsidiary Guarantor no longer qualifies as a Subsidiary of Kodiak as a result of such disposition;

(3) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with the provisions of the 2022 Indenture described below under “—Covenants—Designation of Restricted and Unrestricted Subsidiaries;”

(4) upon legal defeasance, covenant defeasance or satisfaction and discharge of the 2022 Indenture as provided pursuant to the defeasance or satisfaction and discharge provisions of the 2022 Indenture as described below under “—Legal Defeasance and Covenant Defeasance” and “—Satisfaction and Discharge;” or

(5) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing.

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Optional Redemption

Except as described below in this section or in the last paragraph of “—Repurchase at the Option of Holders—Change of Control” or “—Redemption for Changes in Withholding Taxes,” the 2022 Notes are not redeemable until August 1, 2017. On and after August 1, 2017, Kodiak may redeem all or a part of the 2022 Notes, from time to time, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest, if any, on the 2022 Notes redeemed to the applicable redemption date (subject to the rights of holders of 2022 Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on August 1 of the years indicated below:

Years	Redemption price
2017	102.750	%
2018	101.375	%
2019 and thereafter	100.000	%

At any time or from time to time prior to August 1, 2017, Kodiak may also redeem all or a part of the 2022 Notes, at a redemption price equal to the Make-Whole Price, subject to the rights of holders of 2022 Notes on the relevant record date to receive interest due on the relevant interest payment date.

“Make-Whole Price” with respect to any New 2022 Notes to be redeemed, means an amount equal to the greater of:

(1) 100% of the principal amount of the New 2022 Notes; and

(2) the sum of the present values of (a) the redemption price of such New 2022 Notes at August 1, 2017 (as set forth above) and (b) the remaining scheduled payments of interest from the redemption date to August 1, 2017 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 50 basis points;

plus, in the case of both (1) and (2), accrued and unpaid interest on such New 2022 Notes, if any, to the redemption date.

“Comparable Treasury Issue” means, with respect to 2022 Notes to be redeemed, the U.S. Treasury security selected by an Independent Investment Banker as having a maturity most nearly equal to the period from the redemption date to August 1, 2017, that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity; provided that if such period is less than one year, then the U.S. Treasury security having a maturity of one year shall be used.

“Independent Investment Banker” means Credit Suisse Securities (USA) LLC or one of its successors, or, if such firms or its respective successors, if any, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by Kodiak.

“Reference Treasury Dealer” means each of Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC and one additional primary Government Securities dealer in New York City (each a “Primary Treasury Dealer”) selected by Kodiak, and their respective successors; provided, however, that if any such firm or any such successor, as the case may be, shall cease to be a primary Government Securities dealer in New York City, Kodiak shall substitute therefor another Primary Treasury Dealer.

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“Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(159)” or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the stated maturity, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

Prior to August 1, 2016, Kodiak may, from time to time, redeem up to 35% of the aggregate principal amount of the 2022 Notes (calculated after giving effect to any issuance of Additional 2022 Notes) with all or a portion of the net cash proceeds of one or more Equity Offerings at a redemption price equal to 105.5% of the principal amount thereof, plus accrued and unpaid interest, if any, on the 2022 Notes redeemed to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that

(1) at least 65% of the aggregate principal amount of the 2022 Notes issued on the Issue Date (excluding 2022 Notes held by Kodiak and its Subsidiaries) remains outstanding after each such redemption; and

(2) the redemption occurs within 180 days after the closing of such Equity Offering.

Unless Kodiak defaults in the payment of the redemption price, interest, if any, will cease to accrue on the 2022 Notes or portions thereof called for redemption on the applicable redemption date.

Selection and Notice

If less than all of the 2022 Notes are to be redeemed at any time, the trustee will select 2022 Notes for redemption on a pro rata basis (or, in the case of 2022 Notes in global form, the trustee will select 2022 Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection), unless otherwise required by law or applicable stock exchange requirements.

No 2022 Notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of 2022 Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the 2022 Notes or a satisfaction and discharge of the 2022 Indenture.

If any 2022 Note is to be redeemed in part only, the notice of redemption that relates to such 2022 Note shall state the portion of the principal amount thereof to be redeemed. A new 2022 Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on 2022 Notes or portions of 2022 Notes called for redemption, unless Kodiak defaults in making the redemption payment. Any redemption or notice of redemption may, at our discretion, be subject to one or more conditions precedent and, in the case of a redemption with the net cash proceeds of an Equity Offering, be given prior to the completion of the related Equity Offering.

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Redemption for Changes in Withholding Taxes

The 2022 Notes may be redeemed, at the option of Kodiak, in whole but not in part, at any time upon giving not less than 30 nor more than 60 days prior written notice to the holders of the 2022 Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed by Kodiak for redemption (the “Tax Redemption Date”) if, as a result of:

(1) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction (as defined below) affecting taxation; or

which change, amendment, application or interpretation is announced or becomes effective on or after the Issue Date and Kodiak or any Subsidiary Guarantor, as the case may be, is, or on the next interest payment date would be, required for reasons outside its control to pay any Additional Amounts with respect to any payment due or become due under the 2022 Notes or the 2022 Indenture and such requirement cannot be avoided by the taking of reasonable measures by Kodiak or a Subsidiary Guarantor, as determined in good faith by the relevant Board of Directors; provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which Kodiak or a Subsidiary Guarantor, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the 2022 Notes was then due.

Prior to the publication and mailing of any notice of redemption of the 2022 Notes pursuant to the foregoing paragraph, Kodiak will deliver to the trustee an opinion of an independent tax counsel reasonably acceptable to the trustee and a copy of any judicial decision or regulatory determination, ruling, notice or letter to an effect that the circumstances referred to in clauses (1) and (2) above exist.

Any 2022 Notes that are redeemed will be cancelled.

Payment of Additional Amounts

The 2022 Indenture provides that Kodiak is required to make all payments under or with respect to the 2022 Notes free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of the country in which Kodiak and any successor thereof is organized or incorporated or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which Kodiak is otherwise resident for tax purposes or any jurisdiction from or through which any payment under or with respect to the 2022 Notes is made, including, without limitation, Canada, the United States and all jurisdictions where any Intermediate HoldCos are organized (each, a “Relevant Taxing Jurisdiction”), unless Kodiak is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

If Kodiak or a paying agent is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the 2022 Notes, Kodiak will be required to pay such additional amounts (“Additional Amounts”) on such 2022 Notes as may be necessary so that the net amount received by any holder or beneficial owner (including Additional Amounts) after such withholding or deduction will not be less than the amount such holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to (1) any Taxes that would not have been so imposed but for the existence of any present, former or future connection between the relevant holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the Relevant Taxing Jurisdiction, including, without limiting the generality of the foregoing, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, partner, member, shareholder, or possessor) of the 2022 Notes being or having been, or being deemed or having been deemed, a citizen, resident, or national thereof or being or having been, or being deemed or having been deemed, present or engaged in a trade or business therein or having or having had, or being deemed to have or to have had, a permanent establishment therein; (2) any estate, inheritance, gift, sales, goods and services, harmonized sales, transfer, personal property tax or similar Taxes; (3) any withholding or deduction in respect of the 2022 Notes (a) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive, or (b) presented for payment by or on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant 2022 Note to any other paying agent in a European Union

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Member State, or (c) where the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the 2022 Notes for payment within 30 days after the date on which such payment on such 2022 Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the 2022 Notes been presented on the last day of such 30-day period); (4) any Taxes imposed with respect to any payment of principal of (or premium, if any, on) or interest on the 2022 Notes by Kodiak to any holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder or beneficial owner of such 2022 Notes; (5) any Taxes that are payable other than by remittance following deduction or withholding from payments made under or with respect to the 2022 Notes; (6) any Taxes that would not have been imposed but for the failure of the holder and/or beneficial owner (a) to comply with Kodiak’s or the paying agent’s request in writing at least 30 days before any withholding for such Taxes to the holder to provide certification, documentation, information or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of the holder and/or beneficial owner of such 2022 Notes, or (b) to make any valid or timely declaration or similar claim or satisfy any other reporting requirement or to provide any information relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of withholding or deduction of, Taxes imposed by the Relevant Taxing Jurisdiction; (7) taxes imposed under the Foreign Account Tax Compliance Act (including Sections 1471 through 1474 of the United States Internal Revenue Code and any regulations or official interpretations thereof); (8) any Taxes that are required to be deducted or withheld from any payment under or in respect of the 2022 Notes as a consequence of the holder or beneficial owner of 2022 Notes or the recipient of the interest payable on the 2022 Notes not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with Kodiak at the time of making any such payment; (9) any Taxes that are required to be deducted or withheld from any payment under or in respect of the 2022 Notes as a consequence of the holder or beneficial owner of the 2022 Notes being or having been a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of Kodiak or not dealing or having been dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of Kodiak; or (10) any combination of (1) to (9) above.

At least 30 calendar days prior to each date on which any payment under or with respect to the 2022 Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if Kodiak will be obligated to pay Additional Amounts with respect to such payment, Kodiak will deliver to the trustee and paying agent for the affected 2022 Notes an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the trustee or paying agent, as the case may be, to pay such Additional Amounts to holders and beneficial owners of such 2022 Notes on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters.

Kodiak will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Kodiak will provide the trustee with official receipts or, if notwithstanding the efforts of Kodiak official receipts are not obtainable, other documentation reasonably satisfactory to the trustee, evidencing the payment of any Tax so deducted or withheld for each Relevant Taxing Jurisdiction imposing such Taxes. Kodiak will attach to each official receipt or other documentation a certificate stating (x) that the amount of such Tax evidenced by the official receipt or other documentation was paid in connection with payments in respect of the principal amount of such 2022 Notes then outstanding and (y) the amount of such Tax paid per $1,000 of principal amount of such 2022 Notes.

Whenever reference is made in the 2022 Indenture, in any context, to:

(1) the payment of principal;

(2) redemption prices or purchase prices in connection with a redemption or purchase of 2022 Notes;

(3) interest; or

(4) any other amount payable on or with respect to the 2022 Notes,

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The obligations described under this heading will survive any termination, defeasance or discharge of the 2022 Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to Kodiak is organized or any political subdivision or taxing authority or agency thereof or therein.

Open Market Purchases; No Mandatory Redemption or Sinking Fund

We may at any time and from time to time purchase 2022 Notes in the open market or otherwise. We are not required to make mandatory redemption or sinking fund payments with respect to the 2022 Notes. However, under certain circumstances, we may be required to offer to purchase 2022 Notes pursuant to the covenants described under “—Repurchase at the Option of Holders.”

Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, unless Kodiak has previously or concurrently exercised its right to redeem all of the 2022 Notes as described under “—Optional Redemption,” each holder of 2022 Notes will have the right to require Kodiak to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s 2022 Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in the 2022 Indenture. In the Change of Control Offer, Kodiak will offer a payment in cash (the “Change of Control Payment”) equal to not less than 101% of the aggregate principal amount of 2022 Notes repurchased plus accrued and unpaid interest, if any, on the 2022 Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of holders of 2022 Notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, Kodiak will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase 2022 Notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the 2022 Indenture and described in such notice. Kodiak will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2022 Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the 2022 Indenture, Kodiak will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the 2022 Indenture by virtue of such compliance.

On the Change of Control Payment Date, Kodiak will, to the extent lawful:

(1) accept for payment all 2022 Notes or portions of 2022 Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2022 Notes or portions of 2022 Notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the 2022 Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of 2022 Notes or portions of 2022 Notes being purchased by Kodiak.

The paying agent will promptly mail or wire transfer to each holder of 2022 Notes properly tendered the Change of Control Payment for such 2022 Notes (or, if all the 2022 Notes are then in global form, make such payment through the facilities of DTC), and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new 2022 Note equal in principal amount to any unpurchased portion of the 2022 Notes surrendered, if any; provided that each such new 2022 Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any 2022 Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless Kodiak defaults in making the Change of Control Payment. Kodiak will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

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The provisions described herein that require Kodiak to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the 2022 Indenture are applicable due to the circumstances described below under “—Effectiveness of Covenants.” Except as described above with respect to a Change of Control, the 2022 Indenture does not contain provisions that permit the holders of the 2022 Notes to require that Kodiak repurchase or redeem the 2022 Notes in the event of a takeover, recapitalization or similar transaction.

Kodiak will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in the 2022 Indenture applicable to a Change of Control Offer made by Kodiak and purchases all 2022 Notes properly tendered and not withdrawn under the Change of Control Offer.

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by Kodiak pursuant to a Change of Control Offer will have the status of 2022 Notes issued but not outstanding or will be retired and cancelled, at Kodiak’s option. Notes purchased by a third party pursuant to the preceding paragraph will have the status of 2022 Notes issued and outstanding.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Kodiak and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2022 Notes to require Kodiak to repurchase its 2022 Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the properties or assets of Kodiak and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

In the event that holders of at least 90% of the aggregate principal amount of the outstanding 2022 Notes accept a Change of Control Offer and Kodiak (or any third party making such Change of Control Offer, in lieu of Kodiak, as described above) purchases all of the 2022 Notes held by such holders, Kodiak will have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following a Change of Control Payment Date, to redeem all, but not less than all, of the 2022 Notes that remain outstanding at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the 2022 Notes that remain outstanding, to the date of redemption (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date).

Asset Sales

Kodiak will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(b) any securities, 2022 Notes or other obligations received by Kodiak or any such Restricted Subsidiary from such transferee that are converted by Kodiak or such Restricted Subsidiary into cash within 90 days after the date of the Asset Sale, to the extent of the cash received in that conversion.

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(1) to permanently repay Senior Debt;

(2) to invest in Additional Assets; or

(3) to make capital expenditures in respect of a Related Business of Kodiak or any of its Restricted Subsidiaries.

However, pending application or investment of such Net Proceeds as provided in clauses (1) through (3), such Net Proceeds may be applied to temporarily reduce revolving credit Indebtedness. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (1) through (3) above will constitute “Excess Proceeds.”

Within ten Business Days after the aggregate amount of Excess Proceeds exceeds $20.0 million, Kodiak will make an offer (an “Asset Sale Offer”) to all holders of 2022 Notes and all holders of other Indebtedness that is pari passu with the 2022 Notes containing provisions similar to those set forth in the 2022 Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of 2022 Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Kodiak or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the 2022 Indenture. If the aggregate principal amount of 2022 Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, Kodiak will use the Excess Proceeds to purchase the 2022 Notes and such other pari passu Indebtedness on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the properties or assets of Kodiak and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of the 2022 Indenture described under “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets” and not by the provisions of the Asset Sales covenant.

Kodiak will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of 2022 Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the 2022 Indenture, or compliance with the Asset Sales provisions of the 2022 Indenture would constitute a violation of any such laws or regulations, Kodiak will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sales provisions of the 2022 Indenture by virtue of such compliance.

The Senior Credit Agreement contains, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the 2022 Notes. The exercise by the holders of 2022 Notes of their right to require Kodiak to repurchase the 2022 Notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on Kodiak or otherwise. In the event a Change of Control or Asset Sale occurs at a time when Kodiak is prohibited from purchasing 2022 Notes, Kodiak could seek the consent of the applicable lenders to the purchase of 2022 Notes or could attempt to refinance the Indebtedness that contain such prohibitions. If Kodiak does not obtain a consent or repay that Indebtedness, Kodiak will remain prohibited from purchasing 2022 Notes. In that case, Kodiak’s failure to purchase tendered 2022 Notes would constitute an Event of Default under the 2022 Indenture which could, in turn, constitute a default under other Indebtedness. Finally, Kodiak’s ability to pay cash to the holders of 2022 Notes upon a repurchase may be limited by Kodiak’s then-existing financial resources. See

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“Risk Factors—Risks Related to the Notes—Upon a change of control, we may not have the ability to raise the funds necessary to finance the change of control offer required by the Indentures, which would violate the terms of the Notes.”

Covenants

Restricted Payments

Kodiak will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(4) make any Restricted Investment;

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

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exchangeable debt securities of Kodiak that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Kodiak), (B) with respect to Indebtedness that is incurred on or after the Issue Date, the amount by which such Indebtedness of Kodiak or any of its Restricted Subsidiaries is reduced on Kodiak’s consolidated balance sheet upon the conversion or exchange after the Issue Date of any such Indebtedness into or for Equity Interests of Kodiak (other than Disqualified Stock), and (C) the aggregate net cash proceeds, if any, received by Kodiak or any of its Restricted Subsidiaries upon any conversion or exchange described in clause (A) or (B) above; plus

The preceding provisions will not prohibit:

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of Kodiak) of, Equity Interests of Kodiak (other than Disqualified Stock and other than Equity Interests issued or sold to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by Kodiak or any of its Restricted Subsidiaries unless such loans have been repaid with cash on or prior to the date of determination) or from the substantially concurrent contribution of common equity capital to Kodiak; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph and clause (7) of this paragraph;

(5) purchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;

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(7) as long as no Default has occurred and is continuing or would be caused thereby, the purchase, redemption or other acquisition or retirement for value of any Equity Interests of Kodiak or any Restricted Subsidiary held by any of Kodiak’s (or any of its Restricted Subsidiaries’) current or former directors or employees; provided that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed in any fiscal year the sum of (a) $5.0 million plus (b) the aggregate amount of cash proceeds received in such year by Kodiak from the sale of Kodiak’s Equity Interests (other than Disqualified Stock) to any such directors or employees that occurs after the Issue Date; provided that the amount of such cash proceeds utilized for any such purchase, redemption or other acquisition or retirement will be excluded from clause (3)(b) of the immediately preceding paragraph and clause (2) of this paragraph, plus (c) the cash proceeds of key man life insurance policies received by Kodiak and its Restricted Subsidiaries after the Issue Date;

(9) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of Equity Interests (other than Disqualified Stock) of such Restricted Subsidiary; provided that such dividend or similar distribution is paid to all holders of such Equity Interests on a pro rata basis based on their respective holdings of such Equity Interests;

(b) in the case of an Asset Sale, Kodiak has complied with and fully satisfied its obligations under the covenant described under “—Repurchase at the Option of Holders—Asset Sales;”

(12) other Restricted Payments in an aggregate amount at any time outstanding not to exceed $35.0 million.

Incurrence of Indebtedness and Issuance of Preferred Stock

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“incur;” with “incurrence” having a correlative meaning) any Indebtedness (including Acquired Debt), and Kodiak will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that Kodiak may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock, and Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) and issue preferred stock, if (a) the Fixed Charge Coverage Ratio for Kodiak’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period and (b) no Default would occur as a consequence of, and no Event of Default would be continuing following, the incurrence of the Indebtedness or the transactions relating to such incurrence, including any related application of the proceeds thereof.

(1) the incurrence by Kodiak and any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit issued pursuant to any Credit Facility being deemed to have a principal amount equal to the maximum potential liability of Kodiak and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $1,000 million and (ii) 30.0% of Adjusted Consolidated Net Tangible Assets of Kodiak, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom;

(2) the incurrence by Kodiak and its Restricted Subsidiaries of Existing Indebtedness;

(3) the incurrence by Kodiak of Indebtedness represented by the 2022 Notes and by the Subsidiary Guarantors of Indebtedness represented by the Subsidiary’s Guarantees to be issued on the Issue Date and the New 2022 Notes to be issued pursuant to the Registration Rights Agreement;

(4) the incurrence by Kodiak or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, improvement, deployment, refurbishment or modification of property, plant or equipment or furniture, fixtures and equipment, in each case, used in the business of Kodiak or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $70.0 million and (b) 2.0% of Adjusted Consolidated Net Tangible Assets of Kodiak, determined as of the date of the incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom;

(5) the incurrence or issuance by Kodiak or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness (other than intercompany Indebtedness) or Disqualified Stock of Kodiak, or Indebtedness (other than intercompany Indebtedness) or preferred stock of any Restricted Subsidiary, in each case that was permitted by the 2022 Indenture to be incurred or issued under the first paragraph of this covenant or clause (2), (3) or (10) of this paragraph or this clause (5);

(6) the incurrence by Kodiak or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Kodiak and any of its Restricted Subsidiaries; provided, however, that (a) if Kodiak or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not Kodiak or a Subsidiary Guarantor, such Indebtedness will be deemed to constitute an incurrence of such Indebtedness that was not in compliance with this clause (6) unless expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the 2022 Notes, in the case of Kodiak, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Kodiak or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Kodiak or a Restricted

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Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by Kodiak or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of Kodiak’s Restricted Subsidiaries to Kodiak or to any of its Restricted Subsidiaries of any preferred stock; provided, however, that:

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Kodiak or a Restricted Subsidiary; and

(b) any sale or other transfer of any such preferred stock to a Person that is not either Kodiak or a Restricted Subsidiary,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);

(9) the Guarantee by Kodiak or any of the Subsidiary Guarantors of Indebtedness of Kodiak or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being Guaranteed is subordinated to or pari passu with the 2022 Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness Guaranteed;

(10) the incurrence by Kodiak or any Restricted Subsidiary of Permitted Acquisition Indebtedness;

(13) the incurrence by Kodiak or any Restricted Subsidiary of Indebtedness constituting reimbursement obligations with respect to letters of credit; provided that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

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Kodiak will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of Kodiak or such Subsidiary Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the 2022 Notes and the applicable Subsidiary Guarantee, on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of Kodiak solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

For purposes of determining compliance with this “—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, (a) in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (16) of the second paragraph of this covenant, or is entitled to be incurred or issued pursuant to the first paragraph of this covenant, Kodiak will be permitted to divide and classify such item on the date of its incurrence or issuance, or later divide and reclassify all or a portion of such item, in any manner that complies with this covenant and (b) all Indebtedness outstanding on the Issue Date under the Senior Credit Agreement shall be deemed Incurred on the Issue Date under clause (1) of the second paragraph of this covenant. The accrual of interest, accrual of dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, unrealized losses or charges in respect of Hedging Obligations, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional Disqualified Stock or preferred stock of the same class will be deemed not to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of Kodiak as accrued.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar- denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar- denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that Kodiak or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Permitted Refinancing Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Liens

(1) in the case of Liens securing Subordinated Debt of Kodiak or a Subsidiary Guarantor, the 2022 Notes or Subsidiary Guarantee, as applicable, are secured by a Lien on such property or assets on a senior basis to the Subordinated Debt so secured with the same priority as the 2022 Notes or such Subsidiary Guarantee, as applicable, has to such Subordinated Debt until such time as such Subordinated Debt is no longer so secured by a Lien; and

(2) in the case of Liens securing other Indebtedness of Kodiak or a Subsidiary Guarantor, the 2022 Notes or Subsidiary Guarantees, as applicable, are secured by a Lien on such property or assets on an equal and ratable basis with the other Indebtedness so secured until such time as such other Indebtedness is no longer so secured by a Lien.

Any Lien securing the 2022 Notes or Subsidiary Guarantees created pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the unconditional release and discharge of the Initial Lien.

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Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

(1) pay dividends or make any other distributions on its Capital Stock to Kodiak or any of its Restricted Subsidiaries, or pay any Indebtedness owed to Kodiak or any of its Restricted Subsidiaries;

(2) make loans or advances to Kodiak or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Kodiak or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under, by reason of or with respect to:

(1) the Senior Credit Agreement, any Existing Indebtedness, Capital Stock or any other agreements or instruments, in each case in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of Kodiak, no more restrictive, taken as a whole, than those contained in the applicable agreements or instruments as in effect on the Issue Date;

(2) the 2022 Indenture, the 2022 Notes and the Subsidiary Guarantees;

(3) applicable law, rule, regulation, order, approval, permit or similar restriction;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Kodiak or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided, that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of Kodiak, no more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the 2022 Indenture to be incurred;

(5) customary non-assignment provisions in contracts, leases and licenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business;

(7) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of Kodiak, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay

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dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);

(10) other Indebtedness of Kodiak or any of its Restricted Subsidiaries permitted to be incurred pursuant to an agreement entered into after the Issue Date in accordance with the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock;” provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to Kodiak and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of Kodiak, than the provisions contained in the Senior Credit Agreement as in effect on the Issue Date;

(11) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(12) Hedging Obligations permitted from time to time under the 2022 Indenture;

(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(14) with respect only to encumbrances or restrictions of the type referred to in clause (3) of the immediately preceding paragraph:

(d) provisions restricting dispositions of real property interests in reciprocal easement agreements;

(15) encumbrances or restrictions with respect to an Unrestricted Subsidiary entered into before it became a Restricted Subsidiary.

Transactions with Affiliates

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The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(2) transactions between or among Kodiak and/or its Restricted Subsidiaries and the issuance of Guarantees for the benefit of Kodiak or a Restricted Subsidiary;

(4) reasonable fees and expenses and compensation paid to, and indemnity or insurance provided on behalf of, officers, directors or employees of Kodiak or any of its Restricted Subsidiaries;

(5) any issuance of Equity Interests (other than Disqualified Stock) of Kodiak to, or receipt of a capital contribution from, Affiliates of Kodiak;

(6) Restricted Payments that do not violate the provisions of the 2022 Indenture described above under “—Restricted Payments;”

(7) loans or advances to employees in the ordinary course of business or consistent with past practice;

(8) advances to or reimbursements of expenses incurred by employees for moving, entertainment and travel expenses and similar expenditures in the ordinary course of business;

(9) the performance of obligations of Kodiak or any of its Restricted Subsidiaries under the terms of any written agreement to which Kodiak or any of its Restricted Subsidiaries was a party on the Issue Date, as these agreements may be amended, modified or supplemented from time to time; provided, however, that any future amendment, modification or supplement entered into after the Issue Date will be permitted to the extent that its terms do not materially and adversely affect the rights of any holders of the 2022 Notes (as determined in good faith by the Board of Directors of Kodiak) as compared to the terms of the agreements in effect on the Issue Date;

(10) pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries;

(11) transactions between Kodiak or any Restricted Subsidiary and any Person, a director of which is also a director of Kodiak or any direct or indirect parent company of Kodiak and such director is the sole cause for such Person to be deemed an Affiliate of Kodiak or any Restricted Subsidiary; provided, however, that such director abstains from voting as director of Kodiak or such direct or indirect parent company of Kodiak, as the case may be, on any matter involving such other Person; and

(12) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the 2022 Indenture, provided that in the reasonable determination of the Board of Directors of Kodiak or the senior management of Kodiak, such transactions are on terms not materially less favorable to Kodiak or the relevant Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Kodiak.

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Designation of Restricted and Unrestricted Subsidiaries

Any designation of a Subsidiary of Kodiak as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of Kodiak giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under “—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the definition of “Unrestricted Subsidiary” set forth below under “—Definitions,” it will thereafter cease to be an Unrestricted Subsidiary for purposes of the 2022 Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock,” Kodiak will be in Default of such covenant.

The Board of Directors of Kodiak may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Reports

Regardless of whether required by the rules and regulations of the SEC, so long as any 2022 Notes are outstanding, Kodiak will file with the SEC for public availability, within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing, in which case Kodiak will comply with the requirements described in the second succeeding paragraph):

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Kodiak were required to file such reports;

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Kodiak were required to file such reports;

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In addition, Kodiak agrees that, for so long as any 2022 Notes are not freely transferable, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the holders of 2022 Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Any such reports, information or documents filed with the SEC pursuant to its Electronic Date Gathering, Analysis and Retrieval (EDGAR) system shall be deemed filed with the trustee and furnished to the holders of the 2022 Notes and securities analysts as required pursuant to this covenant.

Subsidiary Guarantees

If, after the Issue Date, (a) any Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor incurs any Indebtedness in excess of a De Minimis Amount, or issues any preferred stock or (b) any Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor incurs any Indebtedness whatsoever in respect of obligations under the Senior Credit Agreement, then such Subsidiary (referred to in clause (a) or (b) of this sentence) will become a Subsidiary Guarantor by executing and delivering a supplemental indenture, in the form provided for in the 2022 Indenture, to the trustee within 30 days of the date on which it incurred such Indebtedness or issued such preferred stock (in each case, referred to in clause (a) or (b) of this sentence). The Subsidiary Guarantee of a Subsidiary Guarantor will be released upon request of the Subsidiary Guarantor at such time as such Subsidiary Guarantor is not liable for any Indebtedness and has no preferred stock outstanding, as long as at the time of such release, (i) no Default or Event of Default has occurred and is continuing, (ii) the Subsidiary Guarantor is not an obligor party to any undrawn Credit Facility or any Credit Facility under which letters of credit are outstanding or any instrument governing the terms of undrawn Indebtedness or any Guarantee thereof and (iii) the Subsidiary Guarantor has not been liable under any Indebtedness whatsoever during the immediately preceding 181 consecutive days; provided that in no event shall the Subsidiary Guarantee of Kodiak Oil & Gas Corp. (or any successor) or any Intermediate HoldCo be released.

Merger, Consolidation or Sale of Substantially All Assets

(1) either: (a) Kodiak is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger or resulting from such conversion (if other than Kodiak) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is a corporation, limited liability company, unlimited liability company or limited partnership organized or existing under the laws of Canada or any province or territory thereof, or the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving any such conversion, consolidation or merger (if other than Kodiak) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of Kodiak under the 2022 Notes and the 2022 Indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to agreements reasonably satisfactory to the trustee;

provided that, unless such Person is a corporation, a corporate co- issuer of the 2022 Notes will be added to the 2022 Indenture by a supplement reasonably satisfactory to the trustee;

(3) immediately after such transaction or transactions, no Default or Event of Default exists; and

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(4) Kodiak or the Person formed by or surviving any such consolidation or merger (if other than Kodiak), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made, would (on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period) either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under “—Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of Kodiak and its Restricted Subsidiaries immediately before such transaction.

The surviving entity will succeed to, and be substituted for, and may exercise every right and power of, Kodiak under the 2022 Indenture; provided, however, that Kodiak will not be released from the obligation to pay the principal of, premium, if any, and interest on the 2022 Notes in the case of a lease of all or substantially all of Kodiak’s properties or assets in a transaction that is subject to, and that complies with the provisions of, this covenant.

Assumption by Parent Holding Company

A Holding Company Structure may be implemented at any time and at any time thereafter at the election of Kodiak:

(a) HoldCo may become a co-issuer of the 2022 Notes and exercise every right and power of Kodiak under the 2022 Notes and the 2022 Indenture pursuant to a supplemental indenture satisfactory to the Trustee; provided HoldCo continues to satisfy all of the requirements of the definitions of Holding Company Structure determined as of the time of such assumption; or

(b) HoldCo may succeed to, be substituted for, and exercise every right and power of Kodiak under the 2022 Notes and the 2022 Indenture pursuant to a supplemental indenture satisfactory to the Trustee, and Kodiak or its successor shall become a Subsidiary Guarantor; provided HoldCo continues to satisfy all of the requirements of the definitions of Holding Company Structure determined as of the time of such assumption;

provided that in the event of (a) or (b) above, HoldCo shall concurrently become the co-issuer or successor obligor, as the case may be, of the 2019 Notes and the 2021 Notes. In addition, any Intermediate HoldCo shall become a Subsidiary Guarantor.

“Holding Company Structure” means the creation of a Delaware corporation (“HoldCo”), which (i) through a merger, share exchange or other similar transactions, becomes the direct or, through one or more Intermediate HoldCos, indirect owner of 100% of the outstanding Capital Stock of Kodiak, (ii) immediately after the transaction all of the Capital Stock of HoldCo is held by holders of the Capital Stock of Kodiak immediately prior to such transaction, (iii) immediately prior to the transaction HoldCo and each Intermediate HoldCo, if any, has no operations, contractual obligations, assets or liabilities, (iv) immediately after the transaction, no Default or Event of Default exists, and (v) HoldCo delivers to the Trustee either (A) an opinion of (x) nationally recognized tax counsel, which may be, without limitation, Dorsey & Whitney LLP, or (y) a nationally recognized accounting firm or (B) a private letter ruling by the Internal Revenue Service, in any case to the effect that each beneficial owner of 2022 Notes (I) will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the implementation of the Holding Company Structure or any action described in clauses (a) or (b) above, and (II) will be entitled to recognize net taxable income for U.S. federal income tax purposes with respect to the 2022 Notes no sooner than as would have been the case had the Holding Company Structure not occurred; provided that such

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beneficial owner furnishes Kodiak or the Paying Agent with properly completed and executed documentation (including, without limitation, IRS Form W-8 appropriate to its circumstances or W-9, as applicable) as may be reasonably requested by Kodiak or the Paying Agent certifying such beneficial owner’s exemption from U.S. withholding tax.

Effectiveness of Covenants

From and after the occurrence of an Investment Grade Rating Event, we and our Restricted Subsidiaries will no longer be subject to the following provisions of the 2022 Indenture (collectively, the “Suspended Covenants”):

(a) clause (4) of the covenant described under “Covenants—Merger, Consolidation or Sale of Substantially All Assets” and

(b) the provisions of the 2022 Indenture described above under the following headings:

· “—Repurchase at the Option of Holders—Asset Sales;”

· “—Covenants—Restricted Payments;”

· “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

· “—Covenants—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;” and

· “—Covenants—Transactions with Affiliates.”

If at any date (each such date, a “Reversion Date”) the credit rating of the 2022 Notes is downgraded from an Investment Grade Rating by either Rating Agency, then the Suspended Covenants will thereafter be reinstated and again be applicable pursuant to the terms of the 2022 Indenture, unless and until the 2022 Notes subsequently attain an Investment Grade Rating. Neither the failure of Kodiak or any of its Subsidiaries to comply with a Suspended Covenant after the 2022 Notes attain an Investment Grade Rating and before any reinstatement of the Suspended Covenants nor compliance by Kodiak or any of its Subsidiaries with any contractual obligation entered into in compliance with the 2022 Indenture during that period will constitute a Default, Event of Default or breach of any kind under the 2022 Indenture, the 2022 Notes or the Subsidiary Guarantees.

The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Covenants—Restricted Payments” will be made as though the covenant described under “—Covenants—Restricted Payments” had been in effect at all times since the Issue Date, including during the Suspension Period. Any Debt incurred between the Suspension Date and the Reversion Date would be deemed to be Permitted Debt subsequent to the Reversion Date.

Furthermore, during any Suspension Period, Kodiak may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

Consequently, during any Suspension Period, the 2022 Notes will be entitled to substantially reduced covenant protection. However, we and our Restricted Subsidiaries will remain subject to all other covenants in the 2022 Indenture during any such time, including those described above under “—Repurchase at the Option of Holders—Change of Control” and “—Covenants—Subsidiary Guarantees.”

There can be no assurance that the 2022 Notes will ever achieve or maintain an Investment Grade Rating from any Rating Agency.

Events of Default

Under the 2022 Indenture, each of the following constitutes an “Event of Default” with respect to the 2022 Notes:

(1) default for 30 days in the payment when due of interest on the 2022 Notes;

(2) default in the payment when due of the principal of, or premium, if any, on the 2022 Notes;

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(3) failure by Kodiak to comply with its obligations under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets” or to consummate a purchase of 2022 Notes when required pursuant to the covenants described under “—Repurchase at the Option of Holders;”

(4) failure by Kodiak or any of its Restricted Subsidiaries for 30 days after written notice from the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2022 Notes to comply with the provisions described under “—Covenants—Restricted Payments” or “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” or to comply with the provisions described under “—Repurchase at the Option of Holders” to the extent not described in clause (3) above;

(5) failure by Kodiak or any of its Restricted Subsidiaries for 60 days (or 180 days in the case of a Reporting Failure) after written notice from the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2022 Notes to comply with any of the other agreements in the 2022 Indenture or the 2022 Notes;

(b) results in the acceleration of such Indebtedness prior to its maturity;

(7) failure by Kodiak or any Significant Subsidiary or group of Kodiak’s Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for Kodiak and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days;

(8) except as permitted by the 2022 Indenture, any Subsidiary Guarantee is held in a judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee; and

The 2022 Indenture provides that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Kodiak, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all then-outstanding 2022 Notes will become due and payable immediately without further action or notice. However, the effect of such provision may be limited by applicable law. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding 2022 Notes may declare all of the 2022 Notes to be due and payable immediately by notice in writing to Kodiak and, in case of a notice by holders, also to the trustee specifying the respective Event of Default and that it is a notice of acceleration.

Subject to certain limitations, holders of a majority in aggregate principal amount of the then-outstanding 2022 Notes may direct the trustee in its exercise of any trust or power with respect to the 2022 Notes. The trustee may withhold from holders of the 2022 Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

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Subject to the provisions of the 2022 Indenture relating to the duties of the trustee in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the 2022 Indenture at the request or direction of any holders of 2022 Notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, when due, no holder of a 2022 Note may pursue any remedy with respect to the 2022 Indenture or the 2022 Notes unless:

(1) such holder has previously given the trustee notice of a continuing Event of Default;

(2) holders of at least 25% in aggregate principal amount of the then-outstanding 2022 Notes have made a written request to the trustee to pursue the remedy;

(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(5) holders of a majority in aggregate principal amount of the then- outstanding 2022 Notes have not given the trustee a direction that is inconsistent with such request within such 60-day period.

The holders of a majority in aggregate principal amount of the then- outstanding 2022 Notes by notice to the trustee may, on behalf of the holders of all of the 2022 Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the 2022 Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the 2022 Notes.

Kodiak is required to deliver to the trustee annually an Officers’ Certificate regarding compliance with the 2022 Indenture. Upon becoming aware of any Default or Event of Default, Kodiak is required within five Business Days to deliver to the trustee a statement specifying such Default or Event of Default and what action Kodiak is taking or proposing to take in respect thereof.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator, stockholder, member, manager or partner of Kodiak or any Subsidiary Guarantor, as such, will have any liability for any obligations of Kodiak or the Subsidiary Guarantors under the 2022 Notes, the 2022 Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 2022 Notes by accepting a 2022 Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2022 Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Kodiak may, at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have all of its obligations discharged with respect to the outstanding 2022 Notes and all obligations of the Subsidiary Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding 2022 Notes to receive payments in respect of the principal of, or interest or premium, if any, on such 2022 Notes when such payments are due from the trust referred to below;

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(2) Kodiak’s obligations with respect to the 2022 Notes concerning issuing temporary 2022 Notes, registration of 2022 Notes, mutilated, destroyed, lost or stolen 2022 Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and Kodiak’s and the Subsidiary Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance and Covenant Defeasance provisions of the 2022 Indenture.

In addition, Kodiak may, at its option and at any time, elect to have the obligations of Kodiak and the Subsidiary Guarantors released with respect to the provisions of the 2022 Indenture described above under “—Repurchase at the Option of Holders” and under “—Covenants” (other than the covenant described under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets,” except to the extent described below) (such release and termination being referred to as “Covenant Defeasance”), and thereafter any omission to comply with such obligations or provisions will not constitute a Default or Event of Default with respect to the 2022 Notes. In the event Covenant Defeasance occurs in accordance with the 2022 Indenture, the Events of Default described under clauses (3) through (8) under “—Events of Default” and the Event of Default described under clause (9) under “—Events of Default” (but only with respect to Subsidiaries of Kodiak), in each case, will no longer constitute an Event of Default with respect to the 2022 Notes. In addition, upon the occurrence of Covenant Defeasance all obligations of the Subsidiary Guarantors with respect to their Subsidiary Guarantees will be discharged.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Kodiak must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the 2022 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non- callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium, if any, on the outstanding 2022 Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and Kodiak must specify whether the 2022 Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, Kodiak must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) Kodiak has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding 2022 Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Kodiak has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding 2022 Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(5) such Legal Defeasance or Covenant Defeasance and the related deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the 2022 Indenture) to which Kodiak or any of its Subsidiaries is a party or by which Kodiak or any of its Subsidiaries is bound;

(6) Kodiak must deliver to the trustee an Officers’ Certificate stating that the deposit was not made by Kodiak with the intent of preferring the holders of 2022 Notes over the other creditors of Kodiak with the intent of defeating, hindering, delaying or defrauding any creditors of Kodiak or others;

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(8) Kodiak must deliver to the trustee an opinion of counsel, stating that all conditions precedent set forth in clauses (2), (3) and (5), as applicable, of this paragraph have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the 2022 Indenture, the debt securities issued thereunder (including the 2022 Notes) or any Guarantee thereof may be amended or supplemented with the consent of the holders of a majority in aggregate principal amount of the then-outstanding debt securities of each series affected by such amendment or supplemental indenture, with each such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, debt securities) and, subject to certain exceptions relating to waivers of past Defaults and rights of holders of 2022 Notes to receive payment, any existing Default or Event of Default or compliance with any provision of the 2022 Indenture or the debt securities issued thereunder (including the 2022 Notes) or any Guarantee thereof may be waived with respect to each series of debt securities with the consent of the holders of a majority in aggregate principal amount of the then-outstanding debt securities of such series voting as a separate class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, debt securities).

Without the consent of each holder of the outstanding debt securities affected, an amendment, supplement or waiver may not (with respect to any 2022 Notes held by a non-consenting holder):

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any debt security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the 2022 Indenture, or change any place of payment where, or the coin or currency in which, any debt security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date therefor);

(2) reduce the percentage in principal amount of the then-outstanding debt securities of any series, the consent of whose holders is required for any such amendment, supplement or waiver;

(3) modify any of the provisions set forth in (i) the provisions of the 2022 Indenture related to the holder’s unconditional right to receive principal, premium, if any, and interest on the debt securities or (ii) the provisions of the 2022 Indenture related to the waiver of past Defaults under such indenture except to increase any such percentage or to provide that certain other provisions of such indenture cannot be modified or waived without the consent of the holder of each then-outstanding debt security affected thereby;

(4) waive a redemption payment with respect to any debt security; provided, however, that any purchase or repurchase of debt securities shall not be deemed a redemption of the debt securities;

(5) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the 2022 Indenture, except in accordance with the terms of such indenture (as supplemented by any supplemental indenture);

(6) make any change in the foregoing amendment and waiver provisions of the 2022 Indenture.

Notwithstanding the foregoing, without the consent of any holder of debt securities, Kodiak, the Subsidiary Guarantors (if any) and the trustee may amend or supplement the 2022 Indenture or the debt securities or the Guarantees thereof issued thereunder to:

(1) cure any ambiguity or defect or to correct or supplement any provision therein that may be inconsistent with any other provision therein;

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(2) evidence the succession of another Person to Kodiak and the assumption by any such successor of the covenants of Kodiak therein and, to the extent applicable, to the debt securities;

(3) evidence HoldCo as a co-issuer of the 2022 Notes as described under clause (a) under “—Assumption by Parent Holding Company”;

(4) evidence the assumption by HoldCo of all of the obligations of Kodiak under clause (b) under “—Assumption by Parent Holding Company”;

(5) provide for uncertificated notes in addition to or in place of certificated 2022 Notes;

(6) add a Subsidiary Guarantee and cause any Person to become a Subsidiary Guarantor, and/or to evidence the succession of another Person to a Subsidiary Guarantor and the assumption by any such successor of the Subsidiary Guarantee of such Subsidiary Guarantor therein;

(7) secure the debt securities of any series;

(8) add to the covenants of Kodiak such further covenants, restrictions, conditions or provisions as Kodiak shall consider to be appropriate for the benefit of the holders of all or any series of debt securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of debt securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power therein conferred upon Kodiak and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the 2022 Indenture as set forth therein; provided, that in respect of any such additional covenant, restriction, condition or provision, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the trustee upon such an Event of Default or may limit the right of the holders of a majority in aggregate principal amount of the debt securities of such series to waive such an Event of Default;

(9) make any change to any provision of the 2022 Indenture that would provide any additional rights or benefits to the holders of the debt securities issued thereunder or that does not adversely affect the rights or interests of any such holder;

(10) provide for the issuance of additional debt securities in accordance with the provisions set forth in the 2022 Indenture on the date of such indenture;

(11) add any additional Defaults or Events of Default in respect of all or any series of debt securities;

(12) change or eliminate any of the provisions of the 2022 Indenture; provided that any such change or elimination shall become effective only when there is no debt security outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision;

(13) establish the form or terms of debt securities of any series as permitted thereunder, including to reopen any series of any debt securities as permitted thereunder;

(14) evidence and provide for the acceptance of appointment thereunder by a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the 2022 Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee, pursuant to the requirements of such indenture;

(15) conform the text of the 2022 Indenture (and/or any supplemental indenture) or any debt securities issued thereunder to any provision of a description of such debt securities appearing in a prospectus or prospectus supplement or an offering memorandum or offering circular pursuant to which such debt securities were offered to the extent that such provision was intended to be a verbatim recitation of a provision of such indenture (and/or any supplemental indenture) or any debt securities or Guarantees issued thereunder;

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Concerning the Trustee

If the trustee becomes a creditor of Kodiak or any Subsidiary Guarantor, the 2022 Indenture will limit the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest (as defined in the Trust Indenture Act) after a Default has occurred and is continuing, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the 2022 Indenture has been qualified under the Trust Indenture Act) or resign.

The holders of a majority in aggregate principal amount of the then- outstanding 2022 Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. If an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its powers, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the 2022 Indenture at the request of any holder of 2022 Notes, unless such holder has offered to the trustee reasonable security or indemnity against any loss, liability or expense.

Governing Law

The 2022 Indenture, the New 2022 Notes and the Subsidiary Guarantees are governed by the laws of the State of New York.

Book-Entry, Delivery and Form

The New 2022 Notes will be issued in registered global form, without interest coupons (the “Global 2022 Notes”), and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New 2022 Notes will be deposited with the trustee, as custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC.

Depository Procedures

DTC has also advised Kodiak that, pursuant to procedures established by it:

(1) upon deposit of the Global 2022 Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global 2022 Notes; and

(2) ownership of these interests in the Global 2022 Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global 2022 Notes).

Investors in the Global 2022 Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global 2022 Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. Euroclear and Clearstream may hold interests in the Global 2022 Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of

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their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. All interests in a Global 2022 Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global 2022 Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global 2022 Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global 2022 Notes will not have 2022 Notes registered in their names, will not receive physical delivery of certificated 2022 Notes and will not be considered the registered owners or “holders” thereof under the 2022 Indenture for any purpose.

Payments in respect of the principal of, and interest and premium, if any, on a Global 2022 Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the 2022 Indenture. Under the terms of the 2022 Indenture, Kodiak, the Subsidiary Guarantors and the trustee will treat the Persons in whose names the 2022 Notes, including the Global 2022 Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither Kodiak, the Subsidiary Guarantors, the trustee nor any agent of any of them has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global 2022 Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global 2022 Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised Kodiak that its current practice, at the due date of any payment in respect of securities such as the 2022 Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of 2022 Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or Kodiak. Neither Kodiak nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the 2022 Notes, and Kodiak and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its depository; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its depository to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global 2022 Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised Kodiak that it will take any action permitted to be taken by a holder of 2022 Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global 2022 Notes and only in respect of such portion of the aggregate principal amount of the 2022 Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the 2022 Notes, DTC reserves the right to

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exchange the Global 2022 Notes for legended 2022 Notes in certificated form, and to distribute such 2022 Notes to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global 2022 Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Company nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global 2022 Notes for Certificated 2022 Notes

A Global 2022 Note is exchangeable for certificated 2022 Notes if:

(1) DTC (a) notifies Kodiak that it is unwilling or unable to continue as depositary for the Global 2022 Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case Kodiak fails to appoint a successor depositary within 90 days;

(2) Kodiak, at its option, notifies the trustee in writing that it elects to cause the issuance of certificated 2022 Notes (DTC has advised Kodiak that, in such event, under its current practices, DTC would notify its Participants of Kodiak’s request, but will only withdraw beneficial interests from a Global Note at the request of each Participant); or

(3) a Default or Event of Default has occurred and is continuing and DTC notifies the trustee of its decision to exchange the Global 2022 Note for certificated 2022 Notes.

In addition, beneficial interests in a Global 2022 Note may be exchanged for certificated 2022 Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the 2022 Indenture. In all cases, certificated 2022 Notes delivered in exchange for any Global 2022 Note or beneficial interests in Global 2022 Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

Kodiak will make payments in respect of the 2022 Notes represented by the Global 2022 Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. Kodiak will make all payments of principal, interest and premium, if any, with respect to certificated 2022 Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder’s registered address. The 2022 Notes represented by the Global 2022 Notes are expected to trade in DTC’s Same- Day Funds Settlement System, and any permitted secondary market trading activity in such 2022 Notes will, therefore, be required by DTC to be settled in immediately available funds. Kodiak expects that secondary trading in any certificated 2022 Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global 2022 Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Kodiak that cash received in Euroclear or Clearstream as a result of sales of interests in a Global 2022 Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Definitions

Set forth below are certain defined terms used in the 2022 Indenture. Reference is made to the 2022 Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

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(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Assets” means:

(1) any property or assets (other than Indebtedness and Capital Stock) to be used by Kodiak or a Restricted Subsidiary in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Kodiak or another Restricted Subsidiary;

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary; or

(4) Capital Stock of any Restricted Subsidiary; provided that all the Capital Stock of such Subsidiary held by Kodiak or any of its Restricted Subsidiaries shall entitle Kodiak or such Restricted Subsidiary to not less than a pro rata portion of all dividends or other distributions made by such Subsidiary upon any of such Capital Stock;

provided, however, that, in the case of clauses (2), (3) and (4), such Subsidiary is primarily engaged in a Related Business.

(a) the sum of:

(i) discounted future net revenues from proved oil and gas reserves of such Person and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any provincial, territorial, state, federal or foreign income taxes, as estimated by Kodiak in a reserve report prepared as of the end of Kodiak’s most recently completed fiscal year for which audited financial statements are available and giving effect to applicable Oil and Natural Gas Hedging Contracts, (A) as increased by, as of the date of determination, the estimated discounted future net revenues from (1) estimated proved oil and gas reserves acquired since such year end, which reserves were not reflected in such year end reserve report, and (2) estimated oil and gas reserves attributable to upward revisions of estimates of proved oil and gas reserves (including previously estimated development costs incurred during the period and the accretion of discount since the prior period end) since such year end due to exploration, development, exploitation or other activities, and (B) as decreased by, as of the date of determination, the estimated discounted future net revenues from (1) estimated proved oil and gas reserves reflected in such reserve report produced or disposed of since such year end, and (2) estimated oil and gas reserves attributable to downward revisions of estimates of proved oil and gas reserves reflected in such reserve report since such year end due to changes in geological conditions or other factors that would, in accordance with standard industry practice, cause such revisions, in each case described in this clause (i) calculated in accordance with SEC guidelines and estimated by Kodiak’s petroleum engineers or any independent petroleum engineers engaged by Kodiak for that purpose;

(ii) the capitalized costs that are attributable to oil and gas properties of the Referent Person and its Restricted Subsidiaries to which no proved oil and gas reserves are attributable, based on Kodiak’s books and records as of a date no earlier than the date of Kodiak’s latest available annual or quarterly financial statements;

(iii) the Net Working Capital of the Referent Person on a date no earlier than the date of Kodiak’s latest annual or quarterly financial statements; and

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(iv) the greater of (A) the net book value of other tangible assets of the Referent Person and its Restricted Subsidiaries, as of a date no earlier than the date of Kodiak’s latest annual or quarterly financial statements, and (B) the appraised value, as estimated by independent appraisers, of other tangible assets of the Referent Person and its Restricted Subsidiaries, as of a date no earlier than the date of Kodiak’s latest audited financial statements (provided that Kodiak shall not be required to obtain such appraisal solely for the purpose of determining this value); minus

(b) the sum of:

(i) the net book value of any Capital Stock of a Restricted Subsidiary of the Referent Person that is not owned by the Referent Person or another Restricted Subsidiary of the Referent Person;

(ii) to the extent not otherwise taken into account in determining Adjusted Consolidated Net Tangible Assets of the Referent Person, any net gas-balancing liabilities of the Referent Person and its Restricted Subsidiaries reflected in Kodiak’s latest audited financial statements;

(iii) to the extent included in (a)(i) above, the discounted future net revenues, calculated in accordance with SEC guidelines (utilizing the prices utilized in Kodiak’s year-end reserve report), attributable to reserves that are required to be delivered by the Referent Person to third parties to fully satisfy the obligations of the Referent Person and its Restricted Subsidiaries with respect to Volumetric Production Payments (determined, if applicable, using the schedules specified with respect thereto); and

(iv) the discounted future net revenues, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments that, based on the estimates of production and price assumptions included in determining the discounted future net revenues specified in (a)(i) above, would be necessary to fully satisfy the payment obligations of the Referent Person and its Subsidiaries with respect to Dollar-Denominated Production Payments (determined, if applicable, using the schedules specified with respect thereto).

If Kodiak changes its method of accounting from the full cost method of accounting to the successful efforts or a similar method of accounting, “Adjusted Consolidated Net Tangible Assets” of the Referent Person will continue to be calculated as if Kodiak were still using the full cost method of accounting.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Asset Sale” means:

(1) the sale, lease (other than an operating lease entered into in the ordinary course), conveyance or other disposition of any assets or rights (including by way of a Production Payment or a sale and leaseback transaction); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Kodiak and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the 2022 Indenture described above under “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets” and not by the provisions of the Asset Sales covenant; and

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $10.0 million;

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(2) a transfer of assets between or among Kodiak and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to Kodiak or to a Restricted Subsidiary;

(5) the sale or other disposition of cash or Cash Equivalents;

(8) a disposition of Hydrocarbons or mineral products inventory in the ordinary course of business;

(10) the creation or perfection of a Lien (but not, except as contemplated in clause (11) below, the sale or other disposition of the properties or assets subject to such Lien);

(11) the creation or perfection of a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;

(13) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(14) any Production Payments and Reserve Sales; provided that all such Production Payments and Reserve Sales (other than incentive compensation programs on terms that are reasonably customary in the oil and gas business for geologists, geophysicists and other providers of technical services to Kodiak or a Restricted Subsidiary) shall have been created, incurred, issued, assumed or Guaranteed in connection with the financing of, and within 60 days after the acquisition of, the oil and gas properties that are subject thereto;

(15) the sale or other disposition (regardless of whether in the ordinary course of business) of oil and gas properties; provided that, at the time of such sale or other disposition, such properties do not have attributed to them any proved reserves;

(16) any trade or exchange by Kodiak or any Restricted Subsidiary of properties or assets used or useful in a Related Business for other properties or assets used or useful in a Related Business owned or held by another Person (including Capital Stock of a Person engaged in a Related Business that is or becomes a Restricted Subsidiary), including any cash or Cash Equivalents necessary in order to achieve an exchange of equivalent value, provided that the Fair Market Value of the properties or assets traded or exchanged by Kodiak or such Restricted Subsidiary (including any cash or Cash Equivalents to be delivered by Kodiak or such Restricted Subsidiary) is reasonably equivalent to the Fair Market Value of the properties or assets

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(3) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit rating of “A” or better from either S&P or Moody’s;

(4) certificates of deposit, demand deposit accounts and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

(8) deposits in any currency available for withdrawal on demand with any commercial bank that is organized under the laws of any country in which Kodiak or any Restricted Subsidiary maintains its chief executive office or is engaged in the Related Business; provided that all such deposits are made in such accounts in the ordinary course of business.

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Section 13(d) of the Exchange Act) is or becomes a Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of Kodiak (or its successor by merger, consolidation or purchase of all or substantially all of its properties or assets) (for the purposes of this clause, such person or group shall be deemed to Beneficially Own any Voting Stock of Kodiak held by an entity, if such person or group Beneficially Owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of such entity); provided that so long as Kodiak is a Subsidiary of a HoldCo pursuant to a Holding Company Structure, no Person or group shall be deemed to be or become a Beneficial Owner of 50% or more of the total voting power of the Voting Stock of Kodiak unless such Person or group shall be or become a Beneficial Owner of 50% or more of the total voting power of the Voting Stock of the HoldCo;

(2) the first day on which a majority of the members of the Board of Directors of Kodiak are not Continuing Directors;

(3) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Kodiak and its Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d) of the Exchange Act); or

(4) the adoption or approval by the stockholders of Kodiak of a plan for the liquidation or dissolution of Kodiak.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

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(3) exploration and abandonment expense (if applicable) to the extent deducted in calculating Consolidated Net Income; plus

(4) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, other non-cash expenses and other non- cash items (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) any interest expense attributable to any Oil and Natural Gas Hedging Contract, to the extent that such interest expense was deducted in computing such Consolidated Net Income; minus

(6) non-cash items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business, and minus

(3) the cumulative effect of a change in accounting principles will be excluded;

(5) any asset impairment writedowns on oil and gas properties under GAAP or SEC guidelines will be excluded;

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(7) to the extent deducted in the calculation of Net Income, any non- cash or other charges associated with any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness will be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Kodiak who:

(1) was a member of such Board of Directors on the Issue Date; or

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party or a beneficiary.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“De Minimis Amount” means a principal amount of Indebtedness that does not exceed $1.0 million.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the 2022 Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Kodiak to repurchase or redeem such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Kodiak may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under “—Covenants—Restricted Payments.” The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the 2022 Indenture will be the maximum amount that Kodiak and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Indebtedness” means Indebtedness of Kodiak and its Subsidiaries (other than Indebtedness under the Senior Credit Agreement, the 2022 Notes and the Subsidiary Guarantees and intercompany Indebtedness between or among Kodiak and any of its Restricted Subsidiaries) in existence on the Issue Date, until such amounts are repaid.

“Farm-Out Agreement” means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or otherwise (including acquisitions of assets used or useful in a Related Business), or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including in each case any related financing transactions and increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and any Consolidated Cash Flow for such period will be calculated giving pro forma effect to any operating improvements or cost savings that have occurred or are reasonably expected to occur within one year of the closing of such acquisition in the reasonable judgment of the principal accounting officer or Chief Financial Officer of Kodiak as certified in an Officers’ Certificate delivered to the trustee (regardless of whether those operating improvements or cost savings could then be reflected in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or any other regulation or policy of the SEC related thereto);

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(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

in each case, on a consolidated basis and determined in accordance with GAAP.

“Foreign Subsidiary” means any Restricted Subsidiary other than a Domestic Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time. All ratios and computations based on GAAP contained in the 2022 Indenture will be computed in conformity with GAAP.

“Government Securities” means direct obligations of, or obligations Guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

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virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services or to take or pay or to maintain financial statement conditions or otherwise), or entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “Guarantee” used as a verb has a correlative meaning.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate and Currency Hedges and any Oil and Natural Gas Hedging Contracts.

“Indebtedness” means, with respect to any specified Person, without duplication, any indebtedness of such Person, regardless of whether contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, credit agreements, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of bankers’ acceptances;

(4) representing Capital Lease Obligations;

(5) in respect of any Guarantee by such Person of production or payment with respect to a Production Payment (but not any other contractual obligation in respect of such Production Payment);

(7) representing any Interest Rate and Currency Hedges,

Notwithstanding the foregoing, the following shall not constitute “Indebtedness:”

(i) accrued expenses and trade accounts payable arising in the ordinary course of business;

(ii) except as provided in clause (5) of the first paragraph of this definition, any obligation in respect of any Production Payment and Reserve Sales;

(iii) any obligation in respect of any Farm-In Agreement;

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(v) oil or natural gas balancing liabilities incurred in the ordinary course of business and consistent with past practice;

(vi) any obligation in respect of any Oil and Natural Gas Hedging Contract;

(ix) any Disqualified Stock of Kodiak or preferred stock of a Restricted Subsidiary;

(xi) all contracts and other obligations, agreements instruments or arrangements described in clauses (20), (21), (22) and (23) of the definition of “Permitted Liens.”

“Interest Rate and Currency Hedges” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Intermediate HoldCo” means a Person (and its successors), other than HoldCo, that directly or indirectly through one or more Intermediate HoldCos acquires 100% of the outstanding Capital Stock of the Company.

“Investment Grade Rating” means a rating equal to or higher than:

(1) Baa3 (or the equivalent) by Moody’s; or

(2) BBB- (or the equivalent) by S&P,

or, if either such entity ceases to rate the 2022 Notes for reasons outside of the control of Kodiak, the equivalent investment grade credit rating from any other Rating Agency.

“Investment Grade Rating Event” means the first day on which (a) the 2022 Notes have an Investment Grade Rating from at least two Rating Agencies, (b) no Default with respect to the 2022 Notes has occurred and is then continuing under the 2022 Indenture and (c) Kodiak has delivered to the trustee an Officers’ Certificate certifying as to the satisfaction of the conditions set forth in clauses (a) and (b) of this definition.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations, advances or capital contributions (excluding endorsements of negotiable instruments and documents in the ordinary course of business, and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP. If Kodiak or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, Kodiak will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Kodiak’s Investments in

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such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under “—Covenants—Restricted Payments.” The acquisition by Kodiak or any Subsidiary of Kodiak of a Person that holds an Investment in a third Person will be deemed to be an Investment by Kodiak or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under “—Covenants—Restricted Payments.” Except as otherwise provided in the 2022 Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“Issue Date” means the first date on which 2022 Notes are issued under the 2022 Indenture.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

(3) all distributions and other payments required to be made to holders of minority interests in Subsidiaries or joint ventures as a result of such Asset Sale; and

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and gas properties and (iii) any current liabilities from Oil and Natural Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of Kodiak prepared in accordance with GAAP (excluding any adjustments made pursuant to the Financial Standards Accounting Board’s Accounting Standards Codification (ASC) 815).

“Non-Recourse Debt” means Indebtedness:

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

(1) a Subsidiary prior to the date on which such Subsidiary became a Restricted Subsidiary; or

(2) a Person that was merged or consolidated into Kodiak or a Restricted Subsidiary;

“Permitted Business Investments” means Investments and expenditures made in the ordinary course of, and of a nature that is or shall have become customary in, a Related Business as means of actively exploiting, exploring for, acquiring, developing, processing, gathering, marketing or transporting oil, natural gas, other Hydrocarbons and minerals (including with respect to plugging and abandonment) through agreements, transactions, interests or arrangements that permit one to share risks or costs of such activities or comply with regulatory requirements regarding local ownership, including without limitation, (a) ownership interests in oil, natural gas, other Hydrocarbons and minerals properties, liquefied natural gas

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facilities, processing facilities, gathering systems, pipelines, storage facilities or related systems or ancillary real property interests; (b) Investments in the form of or pursuant to operating agreements, working interests, royalty interests, mineral leases, processing agreements, Farm-In Agreements, Farm-Out Agreements, contracts for the sale, transportation or exchange of oil, natural gas, other Hydrocarbons and minerals, production sharing agreements, participation agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase agreements, stockholder agreements and other similar agreements (including for limited liability companies) with third parties; and (c) direct or indirect ownership interests in drilling rigs and related equipment, including, without limitation, transportation equipment.

“Permitted Investments” means:

(1) any Investment in Kodiak or in a Restricted Subsidiary;

(2) any Investment in Cash Equivalents;

(3) any Investment by Kodiak or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged or consolidated with or into, or transfers or conveys substantially all of its properties or assets to, or is liquidated into, Kodiak or a Restricted Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under “—Repurchase at the Option of Holders—Asset Sales;”

(5) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of Kodiak or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes with Persons who are not Affiliates;

(6) Investments represented by Hedging Obligations;

(7) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business, in each case to the extent they constitute Investments;

(8) loans or advances to employees in the ordinary course of business or consistent with past practice, in each case to the extent they constitute Investments;

(9) advances and prepayments for asset purchases in the ordinary course of business in a Related Business of Kodiak or any of its Restricted Subsidiaries;

(10) receivables owing to Kodiak or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Kodiak or any such Restricted Subsidiary deems reasonable under the circumstances;

(11) surety and performance bonds and workers’ compensation, utility, lease, tax, performance and similar deposits and prepaid expenses in the ordinary course of business;

(12) guarantees by Kodiak or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by Kodiak or any such Restricted Subsidiary in the ordinary course of business;

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(13) Investments of a Restricted Subsidiary acquired after the Issue Date or of any entity merged into Kodiak or merged into or consolidated with a Restricted Subsidiary in accordance with the covenant described under “—Covenants—Merger, Consolidation or Sale of Substantially All Assets” or the covenant described in the third paragraph under “—Subsidiary Guarantees of the New 2022 Notes” (as applicable) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(14) Permitted Business Investments;

(15) Investments received as a result of a foreclosure by Kodiak or any of its Restricted Subsidiaries with respect to any secured Investment in default;

(16) Investments in any units of any oil and gas royalty trust;

(18) repurchases of or other Investments in the 2022 Notes; and

“Permitted Liens” means, with respect to any Person:

(1) Liens securing Indebtedness incurred under Credit Facilities pursuant to subparagraph (1) of the second paragraph of the covenant described under “—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;” provided that the aggregate amount of such indebtedness does not exceed the aggregate amount that would be allowed under such subparagraph (1);

(6) Liens in favor of the issuers of surety or performance bonds or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(7) encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its

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properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(8) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of Kodiak and its Restricted Subsidiaries, taken as a whole;

(9) any attachment or judgment Liens not giving rise to an Event of Default;

(10) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease Obligations with respect to, or the repair, improvement or construction cost of, assets or property acquired or repaired, improved or constructed in the ordinary course of business; provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under the 2022 Indenture and does not exceed the cost of the assets or property so acquired or repaired, improved or constructed plus fees and expenses in connection therewith; and

(b) such Liens are created within 180 days of repair, improvement or construction or acquisition of such assets or property and do not encumber any other assets or property of Kodiak or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto (including improvements);

(11) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained or deposited with a depositary institution; provided that:

(a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Kodiak in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

(b) such deposit account is not intended by Kodiak or any Restricted Subsidiary to provide collateral to the depository institution;

(12) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Kodiak and its Restricted Subsidiaries in the ordinary course of business;

(13) Liens existing on the Issue Date other than Liens securing Indebtedness referred to in clause (1);

(14) Liens on property at the time Kodiak or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into Kodiak or a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by Kodiak or any Restricted Subsidiary other than those of the Person merged or consolidated with Kodiak or such Restricted Subsidiary;

(15) Liens on property or Capital Stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further, however, that such Liens may not extend to any other property owned by Kodiak or any Restricted Subsidiary;

(16) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Kodiak or a Subsidiary Guarantor;

(17) Liens securing the 2022 Notes, the Subsidiary Guarantees and other obligations arising under the 2022 Indenture;

(18) Liens securing Permitted Refinancing Indebtedness of Kodiak or a Restricted Subsidiary incurred to refinance Indebtedness of Kodiak or a Restricted Subsidiary that was previously so secured other than Indebtedness referred to in clause (1); provided that any such Lien is limited to all or part of the same

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(2) if the Indebtedness being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing.

Notwithstanding the preceding, no Indebtedness, Disqualified Stock or preferred stock will be deemed to be Permitted Refinancing Indebtedness, unless:

(2) if the Indebtedness, Disqualified Stock or preferred stock being Refinanced is contractually subordinated or otherwise junior in right of payment to the 2022 Notes, such Indebtedness, Disqualified Stock or preferred stock has a final maturity date or redemption date, as applicable, no earlier than the final maturity date or redemption date, as applicable, of, and is contractually subordinated or otherwise junior in right of payment to, the 2022 Notes, on terms at least as favorable to the holders of 2022 Notes as those contained in the documentation governing the Indebtedness, Disqualified Stock or preferred stock being Refinanced at the time of the Refinancing; and

(3) such Indebtedness or Disqualified Stock is incurred or issued by Kodiak or such Indebtedness, Disqualified Stock or preferred stock is incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the Disqualified Stock or preferred stock being Refinanced; provided that a Restricted Subsidiary that is also a Subsidiary Guarantor may guarantee Permitted Refinancing Indebtedness incurred by Kodiak, regardless of whether such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being Refinanced.

“Production Payments” means Dollar-Denominated Production Payments and Volumetric Production Payments, collectively.

“Rating Agency” means each of S&P and Moody’s, or if (and only if) S&P or Moody’s or both shall not make a rating on the 2022 Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Kodiak, which shall be substituted for S&P or Moody’s, or both, as the case may be.

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“Reporting Failure” means the failure of Kodiak to file with the SEC and make available or otherwise deliver to the trustee and each holder of 2022 Notes, within the time periods specified in “—Covenants—Reports” (after giving effect to any grace period specified under Rule 12b-25 under the Exchange Act), the periodic reports, information, documents or other reports that Kodiak may be required to file with the SEC pursuant to such provision. Any such reports, information or documents filed with the SEC pursuant to its Electronic Date Gathering, Analysis and Retrieval (EDGAR) system shall be deemed filed with the trustee and furnished to the holders of the 2022 Notes and securities analysts as required pursuant to this covenant.

“Restricted Investment” means any Investment other than a Permitted Investment.

“Restricted Subsidiary” means any Subsidiary of Kodiak other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Credit Agreement” means (i) the amended and restated credit agreement dated as of October 28, 2011, among Kodiak Oil & Gas (USA) Inc., as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, as heretofore amended and (ii) any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, supplemented, increased, renewed, refunded, replaced (including replacement after the termination of such credit facility), supplemented, restructured or refinanced in whole or in part from time to time in one or more agreements or instruments.

“Senior Debt” means:

(1) all Indebtedness of Kodiak or any of its Restricted Subsidiaries outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) the 2022 Notes and any other Indebtedness of Kodiak or any of its Restricted Subsidiaries permitted to be incurred under the terms of the 2022 Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the 2022 Notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2).

Notwithstanding anything to the contrary in the preceding sentence, Senior Debt will not include:

(a) any intercompany Indebtedness of Kodiak or any of its Subsidiaries to Kodiak or any of its Affiliates;

(b) any Indebtedness that is incurred in violation of the 2022 Indenture; or

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of Kodiak within the meaning of Rule 1-02 under Regulation S-X under the Securities Act.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of its issue date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Debt” means Indebtedness of Kodiak or a Subsidiary Guarantor that is contractually subordinated in right of payment (by its terms or the terms of any document or instrument relating thereto), to the 2022 Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as applicable.

“Subsidiary” means, with respect to any specified Person:

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“Subsidiary Guarantee” means any Guarantee of the 2022 Notes by any Subsidiary Guarantor in accordance with the provisions of the 2022 Indenture described under “—Covenants—Subsidiary Guarantees.”

“Subsidiary Guarantor” means each Restricted Subsidiary that has become obligated under a Subsidiary Guarantee, in accordance with the terms of the guarantee provisions of the 2022 Indenture, but only for so long as such Subsidiary remains so obligated pursuant to the terms of the 2022 Indenture.

(1) has no Indebtedness other than Non-Recourse Debt;

Any Subsidiary of an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary.

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all related undertakings and obligations.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then-remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then-outstanding principal amount of such Indebtedness.

Registration Rights; Liquidated Damages

We have filed the registration statement of which this prospectus forms a part and are conducting the Exchange Offer in accordance with our obligations under the Registration Rights Agreement between us, Kodiak Oil & Gas (USA) Inc., KOG Finance, LLC, Kodiak Williston, LLC and the initial purchasers of the Old 2022 Notes. We have also agreed to file with the Securities and Exchange Commission a shelf registration statement to register for public resale Old 2022 Notes held by any holder who provides us with certain information for inclusion in the shelf registration statement if:

· the Exchange Offer is not permitted by applicable law or the policies of the Securities and Exchange Commission;

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PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the expiration date of the respective Exchange Offers it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2014, all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

The Company will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account pursuant to the Exchange Offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the Exchange Offers and any broker or dealer that participates in a distribution of such New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of New Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 180 days after the completion of the respective Exchange Offers, the Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. The Company has agreed to pay all expenses incident to the Exchange Offers (including the expenses of one counsel for the holders of Old Notes) other than commissions or concessions of any brokers or dealers and will indemnify such holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES

The following discussion is a summary of the material federal income tax considerations relevant to the exchange of Old Notes for New Notes by U.S. holders (as defined below), but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which may be subject to change at any time by legislative, judicial or administrative action. These changes may be applied retroactively in a manner that could adversely affect a U.S. holder of New Notes. We cannot assure you that the Internal Revenue Service will not challenge one or more of the tax consequences described in this discussion, and we have not obtained, nor do we intend to obtain, a ruling from the IRS regarding the U.S. federal income tax consequences of exchanging Old Notes for New Notes.

For purposes of this discussion, you are a “U.S. holder” if you are a beneficial owner of Notes and you are:

· an individual citizen or resident of the United States;

· a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any state thereof or the District of Columbia;

· an estate whose income is subject to U.S. federal income taxation regardless of its source; or

· a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or a trust that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

This discussion only applies to U.S. holders who hold the Notes as capital assets. The tax treatment of U.S. holders may vary depending upon their particular situations. Certain holders, including insurance companies, tax exempt organizations, financial institutions, investors in pass-through entities, expatriates, taxpayers subject to the alternative minimum tax, broker-dealers, traders in securities that elect to use a mark-to-market method of accounting for their securities

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holdings, U.S. holders whose functional currency is not the U.S. dollar, regulated investment companies, real estate investment trusts and persons holding the Notes as part of a “straddle”, “hedge” or “conversion transaction”, may be subject to special rules not discussed below. This discussion does not address any estate, gift, foreign, state or local taxes.

If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds Old Notes, the tax treatment of a partner will generally depend on the status of the partner and on the activities of the partnership. Partnerships and partners of partnerships holding the Old Notes should consult their own tax advisors.

The exchange of Old Notes for New Notes will not constitute a taxable exchange to a U.S. holder for United States federal income tax purposes. Accordingly, a U.S. holder will not recognize gain or loss upon receipt of a New Note in exchange for an Old Note in the exchange, and the U.S. holder’s tax basis and holding period in the New Note will be the same as its tax basis and holding period in the corresponding Old Note immediately before the exchange.

You should consult your own tax advisors regarding the particular U.S. federal income tax consequences to you of exchanging Old Notes for New Notes and any tax consequences that may arise under the laws of any relevant foreign, state, local, or other taxing jurisdiction or under any applicable tax treaty, as well as possible effects of changes in federal or other tax laws.

LEGAL MATTERS

Certain legal matters regarding the New Notes and the related guarantees will be passed upon for us and the guarantors by Dorsey & Whitney LLP, Seattle, Washington, Denver, Colorado, and New York, New York. Certain Canadian legal matters will be passed upon for us by Miller Thomson LLP, Vancouver, British Columbia. As of September 19, 2013, certain partners of Miller Thomson LLP owned 15,500 shares of the Company’s common stock.

EXPERTS

The consolidated statements of operations, stockholders’ equity, and cash flows of the Company as of December 31, 2010 and for the year ended December 31, 2010 have been incorporated by reference herein in reliance on the report of Hein & Associates LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The audited consolidated financial statements of the Company as of December 31, 2012, included in the Company’s Annual Report (Form 10-K) for the years ended December 31, 2012 and 2011, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The statements of operating revenues and direct operating expenses of the properties acquired by the Company in July 2013, for the year ended December 31, 2012 and the six-month periods ended June 30, 2013 and 2012, included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 15, 2013, as amended on September 20, 2013, have been incorporated by reference herein in reliance on the report of EKS&H LLLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Estimates of the oil and gas reserves of the Company and related future net cash flows and present values thereof as of December 31, 2012 and December 31, 2011 and estimates of the oil and gas reserves of the Company and related future net cash flows and present values thereof as of June 30, 2013 have been included herein or incorporated herein by reference in reliance on reports prepared by Netherland, Sewell & Associates, Inc., independent petroleum engineers, given on the authority of said firm as an expert in such matters.

WHERE YOU CAN FIND MORE INFORMATION;

INCORPORATION BY REFERENCE

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission’s public reference room in Washington, D.C. at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the Securities

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and Exchange Commission at 1-888-SEC-0330 for further information on the public reference rooms. These filings are also available to the public from the Securities and Exchange Commission’s web site at www.sec.gov. We also maintain an Internet site at www.kodiakog.com that contains information concerning us and our affiliates. The information at or accessible through our Internet site is not incorporated by reference in this prospectus, and you should not consider it to be part of this prospectus.

In addition, we are subject to the filing requirements prescribed by the securities legislation of the Canadian provinces of British Columbia and Alberta. You are invited to read and copy any reports, statements or other information that we file with the Canadian provincial securities commissions or other similar regulatory authorities at their respective public reference rooms. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval at http://www.sedar.com, which is commonly known by the acronym “SEDAR,” the Canadian equivalent of the Securities and Exchange Commission’s EDGAR system.

We “incorporate by reference” into this prospectus information, which means that we can disclose important information to you by referring you to another document filed with the Securities and Exchange Commission. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained expressly in this prospectus, and the information that we file later with the Securities and Exchange Commission will automatically supersede this information. You should not assume that the information in this prospectus is current as of any date other than the date on the front page of this prospectus. We incorporate by reference any future filings made by us with the Securities and Exchange Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the time of initial filing of the registration statement and before effectiveness of the registration statement, and on or after the date of this prospectus and until we have sold all of the Notes to which this prospectus relates or the offering is otherwise terminated (excluding any information furnished under Items 2.02 or 7.01 on any current report on Form 8-K or corresponding information furnished under Item 9.01 or included as an exhibit). We also incorporate by reference the documents listed below:

· Our Annual Report on Form 10-K for the year ended December 31, 2012, as amended;

· Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013; and

· Our Current Reports on Form 8-K filed on January 10, 2013 (two reports), January 15, 2013, January 28, 2013, April 18, 2013 (solely with respect to Item 8.01 and Exhibit 99.2), May 3, 2013, June 4, 2013, June 21, 2013, July 15, 2013, as amended on September 20, 2013 (except with respect to Item 7.01 and Exhibit 99.4), July 23, 2013 (solely with respect to Item 8.01 and Exhibit 99.1), July 26, 2013 and August 2, 2013.

Upon written or oral request, we will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of such documents that are incorporated by reference but not delivered with the prospectus (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates). Written or oral requests should be directed to:

Kodiak Oil & Gas Corp.

Attn: James P. Henderson

1625 Broadway, Suite 250

Denver, Colorado 80202

(303) 592-8075

Any statement contained in this prospectus or in a document, all or a portion of which is incorporated by reference, shall be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document that is incorporated by reference modifies or supersedes such statement. The making of a modified or superseded statement shall not be deemed an admission that the modified or superseded statement, when made, constituted an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS

1. Book-Entry Confirmations.

Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of Old Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as any agent’s message and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the respective Expiration Date.

2. Partial Tenders.

Tenders of Old Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The entire principal amount of Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. If the entire principal amount of all Old Notes is not tendered, then Old Notes for the principal amount of Old Notes not tendered and New Notes issued in exchange for any Old Notes accepted will be delivered to the holder via the facilities of DTC promptly after the Old Notes are accepted for exchange.

3. Validity of Tenders.

All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Old Notes will be determined by the Issuer, in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the absolute right to waive any of the conditions of the Exchange Offers or any defect or irregularity in the tender of any Old Notes. The Issuer’s interpretation of the terms and conditions of the Exchange Offers (including the instructions on the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time as the Issuers shall determine. Although the Issuer intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Issuer, the Exchange Agent, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Old Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in the Letter of Transmittal, promptly following the Expiration Date.

4. Waiver of Conditions.

The Issuer reserves the absolute right to waive, in whole or part, up to the expiration of the respective Exchange Offer, any of the conditions to the Exchange Offers set forth in the Prospectus or in this Letter of Transmittal.

5. No Conditional Tender.

No alternative, conditional, irregular or contingent tender of Old Notes will be accepted.

6. Request for Assistance or Additional Copies.

Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.

7. Withdrawal.

Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the captions “The 2021 Notes Exchange Offer—Withdrawal of Tenders” and “The 2022 Notes Exchange Offer—Withdrawal of Tenders.”

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Kodiak Oil & Gas Corp.

Under the Business Corporations Act (Yukon), or the YBCA, the corporate statute governing us, we may indemnify an individual who:

· is or was our director or officer; or

· at our request, is or was a director or officer of, or acted in a similar capacity for, another entity,

against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which that individual is involved because of that association with us or other entity.

However, we are prohibited from indemnifying an individual under the YBCA unless:

· such individual acted honestly and in good faith with a view to our best interests (or to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at our request, as the case may be); and

· in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that such individual’s conduct was lawful.

The YBCA allows us to advance moneys to the individual for the costs, charges and expenses of any civil, criminal, administrative, investigative or other proceeding, but the individual must repay the moneys if the individual does not fulfill the conditions listed above. We may not indemnify or pay the expenses of the individual in respect of an action brought against the individual by or on behalf of us unless such indemnity or payment has been approved by the appropriate court.

We, the individual or other entity may apply to the appropriate court for an order approving indemnity under section 126 of the YBCA and the court may so order or make any further order that it sees fit. The court may order that notice be given to any interested person and that person is entitled to appear and be heard in person or by counsel.

The YBCA provides that we may purchase and maintain insurance for the benefit of any person against any liability incurred by such individual:

· in the individual’s capacity as a director or officer of the corporation, except when the liability relates to the individual’s failure to act honestly and in good faith with a view to the best interests of the corporation; or

· in the individual’s capacity as a director or officer of another body corporate if the individual acts or acted in that capacity at the corporation’s request, except when the liability relates to the individual’s failure to act honestly and in good faith with a view to the best interests of the corporation.

Our Amended and Restated By-law No. 1, or the “By-laws,” provide that, subject to the limitations of the YBCA, we may purchase and maintain such insurance for the benefit of our directors and officers as our board of directors may determine.

Our By-laws provide that, subject to the YBCA, we may indemnify our directors and officers, our former directors or officers or another individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with us or other entity if:

· the individual acted honestly and in good faith with a view to our best interest, or as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request; and

· in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

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Kodiak Oil & Gas (USA) Inc.

The Colorado Business Corporation Act (“CBCA”) allows indemnification of directors, officers, employees and agents of a company against liabilities incurred in any proceeding in which an individual is made a party because he or she was a director, officer, employee or agent of the company if such person conducted himself in good faith and reasonably believed his actions were in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Kodiak Oil & Gas (USA) Inc.’s Bylaws provide that such corporation must indemnify, to the fullest extent permitted by the laws of the State of Colorado, any of its directors or officers made or threatened to be made a party to a proceeding, by reason of the person serving or having served in a capacity as such, or at such corporation’s request in a capacity as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any and all liability incurred by the person in connection with the proceeding if certain standards are met. Kodiak Oil & Gas (USA) Inc. may also be required to make advances of reasonable expenses with respect to any such proceeding.

Kodiak Oil & Gas (USA) Inc.’s Articles of Incorporation limit the liability of directors to the fullest extent permitted by the CBCA. Specifically, such corporation’s directors will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for:

· any breach of the duty of loyalty to the corporation or its shareholders;

· acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law;

· dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions;

· violations of certain laws; or

· any transaction from which the director derives an improper personal benefit.

KOG Finance, LLC and Kodiak Williston, LLC

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Limited Liability Company Agreements of each of KOG Finance, LLC and Kodiak Williston, LLC provide, to the fullest extent authorized by the Delaware Limited Liability Company Act, for the indemnification of any director and named officer and their respective affiliates, directors, officers, employees, members, managers, partners, shareholders, assigns representatives and agents from and against any and all losses, claims, damages, liabilities, whether joint or several, expenses (including legal fees and expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by such person in connection with any threatened, pending or completed claim, demand, action, suit or proceeding, whether formal or informal, arising out of, or in connection with, the business or the operation of the company if such person’s conduct:

· was not a breach of such person’s duty of loyalty to the company or the member;

· did not involve acts or omissions not in good faith or that involved intentional misconduct or a knowing violation of law; and

· did not involve any transaction from which such person derived an improper personal benefit.

Insurance; Proceedings

We maintain liability insurance, which insures our directors and officers against certain losses and insures us against our obligations to indemnify our directors and officers. At present, we are not aware of any pending or threatened litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification would be required or permitted.

Item 21. Exhibits and Financial Statement Schedules.

(a) The exhibits required to be filed pursuant to the requirements of Item 601 of Regulation S-K are set forth in the Index to Exhibits accompanying this registration statement.

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Schedules are omitted because they either are not required or are not applicable or because equivalent information has been included in the financial statements, the notes thereto or elsewhere herein.

Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of the applicable registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) to include any prospectus required by section 10(a)(3) of the Securities Act;

(b) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act to any purchaser, if such registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That, for the purpose of determining liability of such registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of such registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(b) any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 20, 2013.

	KODIAK OIL & GAS CORP.

	By:	/s/ Lynn A. Peterson
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lynn A. Peterson and James P. Henderson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments) and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

By:	/s/ Lynn A. Peterson	Director, Chairman of the Board, President and Chief Executive Officer (principal executive officer)	September 20, 2013
	Lynn A. Peterson		September 20, 2013

By:	/s/ James P. Henderson	Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)	September 20, 2013
	James P. Henderson		September 20, 2013

By:	/s/ James E. Catlin	Director, Executive Vice President of Business Development	September 20, 2013
	James E. Catlin	Director, Executive Vice President of Business Development	September 20, 2013

By:	/s/ Rodney D. Knutson	Director	September 20, 2013
	Rodney D. Knutson	Director	September 20, 2013

By:	/s/ William J. Krysiak	Director	September 20, 2013
	William J. Krysiak	Director	September 20, 2013

By:	/s/ Herrick K. Lidstone, Jr.	Director	September 20, 2013
	Herrick K. Lidstone, Jr.	Director	September 20, 2013

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INDEX TO EXHIBITS

Exhibit Number		Description
3.1		Certificate of Continuance of Kodiak Oil & Gas Corp., dated September 20, 2001 (filed as Exhibit 1.1 to the registrant’s Registration Statement on Form 20-F filed on November 23, 2005 and incorporated herein by reference)
3.2		Articles of Continuation of Kodiak Oil & Gas Corp. (filed as Exhibit 1.2 to the registrant’s Registration Statement on Form 20-F filed on November 23, 2005 and incorporated herein by reference)
3.3		Amended and Restated By-Law No. 1 of the Company (filed as Exhibit 3.3 to the registrant’s Quarterly Report on Form 10-Q filed on May 9, 2008 and incorporated herein by reference)
3.4		Articles of Incorporation of Kodiak Oil and Gas (USA) Inc. (filed as Exhibit 3.3 to the registrant’s Registration Statement on Form S-3 (Registration No. 333-169517) filed on September 22, 2010 and incorporated herein by reference)
3.5		By-Laws of Kodiak Oil & Gas (USA) Inc. (filed as Exhibit 3.4 to the registrant’s Registration Statement on Form S-3 (Registration No. 333-169517) filed on September 22, 2010 and incorporated herein by reference)
3.6		Certificate of Formation of Kodiak Williston, LLC
3.7		Limited Liability Company Agreement of Kodiak Williston, LLC
3.8		Certificate of Formation of KOG Finance, LLC
3.9		Limited Liability Company Agreement of KOG Finance, LLC
4.1		Form of senior indenture between Kodiak Oil & Gas Corp. and one or more trustees to be named (filed as Exhibit 4.7 to the registrant’s Registration Statement on Form S-3ASR (Registration No. 333-173520) filed on April 15, 2011 and incorporated herein by reference)
4.2		Form of subordinated indenture between Kodiak Oil & Gas Corp. and one or more trustees to be named (filed as Exhibit 4.8 to the registrant’s Registration Statement on Form S-3ASR (Registration No. 333-173520) filed on April 15, 2011 and incorporated herein by reference)
4.3		Indenture, dated November 23, 2011, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., U.S. Bank National Association and Computershare Trust Company of Canada (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on November 23, 2011 and incorporated herein by reference)
4.4		Supplemental Indenture, dated as of July 30, 2013, among Kodiak Oil & Gas Corp., Kodiak Williston, LLC, KOG Finance, LLC, U.S. Bank National Association and Computershare Trust Company of Canada, to the Indenture, dated as of November 23, 2011, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., U.S. Bank National Association and Computershare Trust Company of Canada (filed as Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q on August 1, 2013 and incorporated herein by reference)
4.5		Indenture, dated January 15, 2013, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., U.S. Bank, National Association, as trustee, and Computershare Trust Company of Canada, as the Canadian trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on January 15, 2013 and incorporated herein by reference)
4.6		Supplemental Indenture, dated as of July 30, 2013, among Kodiak Oil & Gas Corp., Kodiak Williston, LLC, KOG Finance, LLC, U.S. Bank National Association and Computershare Trust Company of Canada, to the Indenture, dated as of January 15, 2013, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., U.S. Bank National Association and Computershare Trust Company of Canada (filed as Exhibit 4.2 to the registrant’s Quarterly Report on Form 10-Q on August 1, 2013 and incorporated herein by reference)
4.7		Indenture, dated July 26, 2013, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Finance, LLC, U.S. Bank National Association, as trustee, and Computershare Trust Company of Canada, as Canadian trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on July 26, 2013 and incorporated herein by reference)
4.8		Registration Rights Agreement, dated November 23, 2011, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc. and RBC Capital Markets, LLC (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on November 23, 2011 and incorporated herein by reference)
4.9		Registration Rights Agreement, dated May 17, 2012, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, and Credit Suisse Securities (USA) LLC (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on May 17, 2012 and incorporated herein by reference)
4.10		Registration Rights Agreement, dated January 15, 2013, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Wells Fargo Securities, LLC, RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on January 15, 2013 and incorporated herein by reference)
4.11		Registration Rights Agreement, dated July 26, 2013, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Finance, LLC and Credit Suisse Securities (USA) LLC (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on July 26, 2013 and incorporated herein by reference)
4.12		Officers’ Certificate of the Company dated as of May 17, 2012 (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on May 17, 2012 and incorporated herein by reference)
4.13		Form of Global 2021 Exchange Note

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4.14		Form of Global 2022 Exchange Note
5.1		Opinion of Dorsey & Whitney LLP
5.2		Opinion of Miller Thomson LLP
10.1		Kodiak Oil & Gas Corp. Incentive Share Option Plan (filed as Exhibit 4.5 to the registrant’s Registration Statement on Form 20-F filed on November 23, 2005 and incorporated herein by reference)
10.2		Kodiak Oil & Gas Corp. 2007 Stock Incentive Plan (filed as Appendix A to the registrant’s Definitive Proxy Statement filed on April 27, 2007 and incorporated herein by reference)
10.3		Amendment No. 1 to Kodiak Oil & Gas Corp. 2007 Stock Incentive Plan (filed as Appendix A to the registrant’s Definitive Proxy Statement filed on April 30, 2010 and incorporated herein by reference)
10.4		Amendment No. 2 to Kodiak Oil & Gas Corp. 2007 Stock Incentive Plan (filed as Appendix A to the registrant’s Definitive Proxy Statement filed on April 28, 2011 and incorporated herein by reference)
10.5		Form of Incentive Stock Option Agreement for 2007 Stock Incentive Plan (filed as Exhibit 4.2 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-138704) filed on July 26, 2007 and incorporated herein by reference)
10.6		Form of Employee Non-incentive Stock Option Agreement for 2007 Stock Incentive Plan (filed as Exhibit 4.3 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-138704) filed on July 26, 2007 and incorporated herein by reference)
10.7		Form of Directors’ Non-incentive Stock Option Agreement for 2007 Stock Incentive Plan (filed as Exhibit 4.4 to the registrant’s Registration Statement on Form S-8 (Registration No. 333-138704) filed on July 26, 2007 and incorporated herein by reference)
10.8		Form of Non-Incentive Performance-Based Stock Option Agreement for 2007 Stock Incentive Plan (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on March 19, 2008 and incorporated herein by reference)
10.9		Form of Stock Award Agreement for 2007 Stock Incentive Plan (filed as Exhibit 10.8 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 3, 2011 and incorporated herein by reference)
10.10		Form of Restricted Stock Unit and Performance Award Agreement for 2007 Stock Incentive Plan (filed as Exhibit 10.9 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 3, 2011 and incorporated herein by reference)
10.11		Form of Restricted Stock and Cash Award Agreement for 2007 Stock Incentive Plan (filed as Exhibit 10.10 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 3, 2011 and incorporated herein by reference)
10.12		Form of Restricted Stock Unit Award Agreement for 2007 Stock Incentive Plan (filed as Exhibit 10.12 to the registrant’s Annual Report on Form 10-K filed on February 28, 2012 and incorporated herein by reference)
10.13		Form of Restricted Stock Agreement for 2007 Stock Incentive Plan (filed as Exhibit 10.13 to the registrant’s Annual Report on Form 10-K filed on February 28, 2012 and incorporated herein by reference)
10.14		Form of Stock Option Termination Agreement (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 6, 2010 and incorporated herein by reference)
10.15		Form of Restricted Stock Agreement for 2007 Stock Incentive Plan (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 3, 2013 and incorporated herein by reference)
10.16		Fourth Amendment to Lease, dated February 14, 2007, between Transwestern Broadreach WTC, LLC and Kodiak Oil & Gas (USA) Inc. (filed as Exhibit 10.14 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2006 filed on March 27, 2007 and incorporated herein by reference)
10.17		Fifth Amendment to Lease, dated May 31, 2007 between Transwestern Broadreach WTC, LLC and Kodiak Oil & Gas (USA) Inc. (filed as Exhibit 10.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 14, 2008 and incorporated herein by reference)
10.18		Executive Employment Agreement, effective January 1, 2011, by and among Lynn A. Peterson, Kodiak Oil & Gas (USA) Inc. and Kodiak Oil & Gas Corp. (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 6, 2011 and incorporated herein by reference)
10.19		Amendment No. 1 to Employment Agreement of Lynn A. Peterson effective January 1, 2013 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 28, 2013 and incorporated herein by reference)
10.20		Executive Employment Agreement, effective January 1, 2011, by and among James E. Catlin, Kodiak Oil & Gas (USA) Inc. and Kodiak Oil & Gas Corp. (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 6, 2011 and incorporated herein by reference)
10.21		Amendment No. 1 to Employment Agreement of James E. Catlin effective January 1, 2013 (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on January 28, 2013 and incorporated herein by reference)

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10.22		Executive Employment Agreement, effective January 1, 2011, by and among James P. Henderson, Kodiak Oil & Gas (USA) Inc. and Kodiak Oil & Gas Corp. (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on January 6, 2011 and incorporated herein by reference)
10.23		Amendment No. 1 to Employment Agreement of James P. Henderson effective January 1, 2013 (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 28, 2013 and incorporated herein by reference)
10.24		Employment Agreement between Kodiak Oil and Gas Corp. and Russell A. Branting dated January 1, 2011 (filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on August 4, 2011 and incorporated herein by reference)
10.25		Amendment No. 1 to Employment Agreement of Russell A. Branting (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 22, 2012 and incorporated herein by reference)
10.26		Amendment No. 2 to Employment Agreement of Russell A. Branting effective January 1, 2013 (filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on January 28, 2013 and incorporated herein by reference)
10.27		Employment Agreement between Kodiak Oil and Gas Corp. and Russ D. Cunningham dated January 1, 2011 (filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on August 4, 2011 and incorporated herein by reference)
10.28		Amendment No. 1 to Employment Agreement of Russ D. Cunningham (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on June 22, 2012 and incorporated herein by reference)
10.29		Amendment No. 2 to Employment Agreement of Russ D. Cunningham effective January 1, 2013 (filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on January 28, 2013 and incorporated herein by reference)
10.30		Credit Agreement dated as of May 24, 2010 among Kodiak Oil & Gas (USA) Inc., Wells Fargo Bank, N.A. and The Lenders Signatory Thereto (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 27, 2010 and incorporated herein by reference)
10.31		First Amendment to Credit Agreement among Kodiak Oil & Gas (USA) Inc., Wells Fargo Bank, N.A. and The Lenders Signatory Thereto, effective as of November 30, 2010 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 2, 2010 and incorporated herein by reference)
10.32		Second Amendment to Credit Agreement among Kodiak Oil & Gas (USA) Inc., Wells Fargo Bank, N.A., and the Lenders Signatory Thereto, effective as of April 13, 2011 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 19, 2011 and incorporated herein by reference)
10.33		Amended and Restated Credit Agreement, dated as of October 28, 2011, among Kodiak Oil & Gas (USA) Inc., Wells Fargo Bank, N.A. and The Lenders Party Thereto (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference)
10.34		First Amendment and Limited Waiver to Amended and Restated Credit Agreement among Kodiak Oil & Gas (USA) Inc., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, and The Lenders Signatory Thereto, dated as of November 14, 2011 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 14, 2011 and incorporated herein by reference)
10.35		Second Amendment to Amended and Restated Credit Agreement among Kodiak Oil & Gas (USA) Inc., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, and The Lenders Signatory Thereto, executed as of November 14, 2011 (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on November 14, 2011 and incorporated herein by reference)
10.36		Third Amendment to Amended and Restated Credit Agreement among Kodiak Oil & Gas (USA) Inc., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, and The Lenders Signatory Thereto, dated as of January 10, 2012 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 17, 2012 and incorporated herein by reference)
10.37		Fifth Amendment to Amended and Restated Credit Agreement among Kodiak Oil & Gas (USA) Inc., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, and The Lenders Signatory Thereto, dated as of May 11, 2012 (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 17, 2012 and incorporated herein by reference)
10.38		Sixth Amendment to Amended and Restated Credit Agreement among Kodiak Oil & Gas (USA) Inc.; as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, and The Lenders Signatory Thereto, dated as of October 15, 2012 (filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on November 1, 2012 and incorporated herein by reference)
10.39		Seventh Amendment to Amended and Restated Credit Agreement, dated as of January 15, 2013, among Kodiak Oil & Gas (USA) Inc., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, and the Lenders signatory thereto (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on January 15, 2013 and incorporated herein by reference)

II-11

Table of Contents

10.40		Tenth Amendment and Limited Waiver to Amended and Restated Credit Agreement among Kodiak Oil & Gas (USA) Inc., as Borrower, Wells Fargo Bank, N.A., as Administrative Agent, and The Lenders Signatory Thereto, dated as of July 12, 2013 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 15, 2013 and incorporated herein by reference)
10.41		Guarantee and Collateral Agreement dated as of May 24, 2010 by Kodiak Oil & Gas (USA) Inc. in favor of Wells Fargo Bank, N.A. as administrative agent (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on May 27, 2010 and incorporated herein by reference)
10.42		Amended and Restated Guarantee and Collateral Agreement made by each of the Grantors (as defined therein) in favor of Wells Fargo Bank, N.A., dated as of October 28, 2011 (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference)
10.43		Guarantee and Pledge Agreement dated as of May 24, 2010 by Kodiak Oil & Gas Corp. in favor of Wells Fargo Bank, N.A. as administrative agent (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on May 27, 2010 and incorporated herein by reference)
10.44		Amended and Restated Guarantee and Pledge Agreement made by Kodiak Oil & Gas Corp. in favor of Wells Fargo Bank, N.A., dated as of October 28, 2011 (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference)
10.45		Second Lien Credit Agreement, dated as of November 30, 2010, among Kodiak Oil & Gas (USA) Inc., Wells Fargo Energy Capital, Inc. and The Lenders Party Thereto (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on December 2, 2010 and incorporated herein by reference)
10.46		Agreement and Amendment No. 1 to Second Lien Credit Agreement, dated as of July 15, 2011, among Kodiak Oil & Gas (USA) Inc., Kodiak Oil & Gas Corp., as guarantor, the lender parties and Wells Fargo Energy Capital, Inc. (filed as exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 18, 2011 and incorporated herein by reference)
10.47		Amended and Restated Second Lien Credit Agreement, dated as of October 28, 2011, among Kodiak Oil & Gas (USA) Inc., Wells Fargo Energy Capital, Inc. and The Lenders Party Thereto (filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference)
10.48		First Amendment and Limited Waiver to Amended and Restated Second Lien Credit Agreement among Kodiak Oil & Gas (USA) Inc., as Borrower, Wells Fargo Energy Capital, Inc., as Administrative Agent, and The Lenders Signatory Thereto, dated as of November 14, 2011 (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on November 14, 2011 and incorporated herein by reference)
10.49		Second Lien Guarantee and Pledge Agreement made by Kodiak Oil & Gas Corp. in favor of Wells Fargo Energy Capital, Inc., dated as of November 30, 2010 (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on December 2, 2010 and incorporated herein by reference)
10.50		Amended and Restated Second Lien Guarantee and Pledge Agreement made by Kodiak Oil & Gas Corp. in favor of Wells Fargo Energy Capital, Inc., dated as of October 28, 2011 (filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference)
10.51		Second Lien Guarantee and Collateral Agreement made by each of the Grantors (as defined therein) in favor of Wells Fargo Energy Capital, Inc., dated as of November 30, 2010 (filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on December 2, 2010 and incorporated herein by reference)
10.52		Amended and Restated Second Lien Guarantee and Collateral Agreement made by each of the Grantors (as defined therein) in favor of Wells Fargo Energy Capital, Inc., dated as of October 28, 2011. (filed as Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on November 3, 2011 and incorporated herein by reference)
10.53		Purchase Agreement, dated November 18, 2011, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., and Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, KeyBanc Capital Markets Inc. and RBC Capital Markets, LLC, as representatives of the several purchasers identified therein (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on November 23, 2011 and incorporated herein by reference)
10.54		Purchase Agreement, dated May 14, 2012, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., and RBC Capital Markets, LLC, Wells Fargo Securities, LLC, and Credit Suisse Securities (USA) LLC, as representatives of the several purchasers identified therein (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 17, 2012 and incorporated herein by reference)
10.55		Purchase Agreement, dated January 10, 2013, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., and Wells Fargo Securities, LLC, RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC, as representatives of the several purchasers identified therein (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 15, 2013 and incorporated herein by reference)
10.56		Purchase Agreement, dated July 23, 2013, among Kodiak Oil & Gas Corp., Kodiak Oil & Gas (USA) Inc., Kodiak Williston, LLC, KOG Finance, LLC and Credit Suisse Securities (USA) LLC, as representative of the several purchasers identified therein (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 26, 2013 and incorporated herein by reference)
12.1		Computation of Ratio of Earnings to Fixed Charges

II-12

21.1		List of Subsidiaries
23.1		Consent of Ernst & Young LLP
23.2		Consent of Hein & Associates LLP
23.3		Consent of EKS&H LLLP
23.4		Consent of Netherland Sewell & Associates, Inc.
23.5		Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 hereto)
23.6		Consent of Miller Thomson LLP (included in Exhibit 5.2 hereto)
24.1		Power of Attorney (included in signature page)
25.1		Statement of Eligibility of Trustee relating to the 2021 Notes
25.2		Statement of Eligibility of Trustee relating to the 2022 Notes
99.1		Form of Letter of Transmittal

Acceptance of Old 2022 Notes; Return of Old 2022 Notes Tendered but not Accepted or Exchanged		If you fulfill all conditions required for proper tender of Old 2022 Notes, we will accept any and all Old 2022 Notes that you properly tender in the 2022 Notes Exchange Offer on or before 5:00 p.m. New York City time on the expiration date. Any Old 2022 Notes that we do not accept for exchange will be credited to an account maintained with DTC for the Old 2022 Notes promptly after the expiration or termination of the 2022 Notes Exchange Offer. Please refer to the discussion under the captions below entitled “The 2022 Notes Exchange Offer—Terms of the 2022 Notes Exchange Offer” and “The 2022 Notes Exchange Offer—Exchange Offer Procedures—Return of Old 2022 Notes Not Accepted or Exchanged.”

Fees and Expenses		We will bear expenses related to the 2022 Notes Exchange Offer. Please refer to the discussion under the caption below entitled “The 2022 Notes Exchange Offer—Fees and Expenses.”

Use of Proceeds		The issuance of the New 2022 Notes will not provide us with any new proceeds. We are making this 2022 Notes Exchange Offer solely to satisfy our obligations under the 2022 Registration Rights Agreement.

Consequences of Failure to Exchange Old Notes		If you do not exchange your Old 2022 Notes in this 2022 Notes Exchange Offer, you will no longer be able to require us to register the Old 2022 Notes under the Securities Act, except in limited circumstances provided under the 2022 Registration Rights Agreement. In addition, you will continue to be subject to the restrictions on transfer provided in the Old 2022 Notes. In general, the Old 2022 Notes may not be resold, offered for resale or otherwise transferred unless we have registered the Old 2022 Notes under the Securities Act, or unless such Old 2022 Notes are resold, offered for resale or otherwise transferred under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

U.S. Federal Income Tax Consequences		The exchange of New 2022 Notes for Old 2022 Notes in the 2022 Notes Exchange Offer will not constitute a taxable exchange for U.S. federal income tax purposes. Please refer to the discussion under the caption below entitled “Material United States Federal Tax Consequences.”

Exchange Agent		U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 (800) 934-6802

By:	/s/ Lynn A. Peterson	President, Chief Executive Officer, and Director (principal executive officer)	September 20, 2013
	Lynn A. Peterson		September 20, 2013

By:	/s/ James P. Henderson	Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer)	September 20, 2013
	James P. Henderson		September 20, 2013

By:	/s/ James E. Catlin	Director, Chief Operating Officer	September 20, 2013
	James E. Catlin	Director, Chief Operating Officer	September 20, 2013

	KOG FINANCE, LLC


	By:	/s/ Lynn A. Peterson
		President and Chief Executive Officer

	KODIAK WILLISTON, LLC


	By:	/s/ Lynn A. Peterson
		President and Chief Executive Officer