Revolving Credit Agreement Claims: consisting of up to $1.072 billion in principal amount, including reimbursement obligations in respect of letters of credit, plus accrued and unpaid interest (at the non-default rate), fees, and other expenses arising and payable under that certain Seventh Amended and Restated Credit Agreement, dated as of April 12, 2018 (as amended, modified, or otherwise supplemented from time to time, the “Revolving Credit Agreement”), by and among Whiting Oil and Gas Corporation, as borrower, Whiting Petroleum Corporation, as parent guarantor, JPMorgan Chase Bank, N.A., as administrative agent (the “Revolving Credit Agreement Agent”), and the lenders thereunder (together with the other Secured Parties (as defined therein), the “Revolving Credit Agreement Lenders”) (the Claims thereunder, the “Revolving Credit Agreement Claims”) party thereto from time to time.

Senior Notes Claims: Approximately $2.371 billion in aggregate principal amount, consisting of:

(i) approximately $774 million in principal amount, plus accrued and unpaid interest, fees, and other expenses arising and payable pursuant to the 5.750% Senior Notes due 2021 (the “2021 Senior Notes,” and the holders thereof, the “2021 Senior Noteholders”) or that certain indenture, dated as of September 12, 2013 (as amended, modified, or otherwise supplemented from time to time, the “2021 Senior Notes Indenture,” and the Claims thereunder, the “2021 Senior Notes Claims”), under which the 2021 Senior Notes were issued by and among Parent, as issuer, each of the guarantors named therein, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee;

(ii) approximately $408 million in principal amount, plus accrued and unpaid interest, fees, and other expenses arising and payable pursuant to the 6.250% Senior Notes due 2023 (the “2023 Senior Notes,” and the holders thereof, the “2023 Senior Noteholders”) or that certain indenture, dated as of March 27, 2015 (as amended, modified, or otherwise supplemented from time to time, the “2023 Senior Notes Indenture,” and the Claims thereunder, the “2023 Senior Notes Claims”), under which the 2023 Senior Notes were issued by and among Parent, as issuer, each of the guarantors named therein, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee;

(iii) approximately $1 billion in principal amount, plus accrued and unpaid interest, fees, and other expenses arising and payable pursuant to the 6.625% Senior Notes due 2026 (the “2026 Senior Notes,” and the holders thereof, the “2026 Senior Noteholders”) or that certain indenture, dated as of December 27, 2017 (as amended, modified, or otherwise supplemented from time to time, the “2026 Senior Notes Indenture,” and the Claims thereunder, the “2026 Senior Notes Claims”), under which the 2026 Senior Notes were issued by and among Parent, as issuer, each of the guarantors named therein, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee; and

(iv) approximately $189 million in principal amount, plus accrued and unpaid interest, fees, and other expenses arising and payable pursuant to the 1.250% Convertible Senior Notes due 2020 (the “Convertible Senior Notes,” and the holders thereof, the “Convertible Senior Noteholders,” and together with the 2021 Senior Noteholders, the 2023 Senior Noteholders and the 2026 Senior Noteholders, the “Senior Noteholders”) or that certain indenture, dated as of March 27, 2015 (as amended, modified, or otherwise supplemented from time to time, the “Convertible Senior Notes Indenture,” and the Claims thereunder, the “Convertible Senior Notes Claims,” and together with the 2021 Senior Notes Claims, the 2023 Senior Notes Claims and the 2026 Senior Notes Claims, the “Senior Notes Claims”), under which the Convertible Senior Notes were issued by and among Parent, as issuer, each of the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee (in its capacities as indenture trustee under the 2021 Senior Notes Indenture, the 2023 Senior Notes Indenture, the 2026 Senior Notes Indenture, and the Convertible Senior Notes Indenture, the “Senior Notes Trustee”).

General Unsecured Claims: consisting of any prepetition Claim against the Company that is not a Revolving Credit Agreement Claim, a Senior Notes Claim, an Intercompany Claim, or a Claim that is secured, subordinated, or entitled to priority under the Bankruptcy Code (the “General Unsecured Claims”).

Existing Equity Interests: consisting of the shares of the class of common stock of Parent that existed immediately prior to the Effective Date.

Other Equity Interests: consisting of all Interests in Parent other than Existing Equity Interests.

TRANSACTION OVERVIEW

The Restructuring will be implemented through prearranged Chapter 11 Cases by the Company to pursue confirmation of the Plan. Votes on the Plan will be solicited from (i) holders of Senior Notes Claims and (ii) holders of Existing Equity Interests.

As a component of the Restructuring, (i) each Senior Noteholder will receive its Pro Rata share of 97.0% of New Common Shares in exchange for its Pro Rata share of the aggregate amount due under the Senior Notes Claims and (ii) each holder of Existing Equity Interests will be offered its Pro Rata share of 3.0% of New Common Shares and the Warrants.

As of the Effective Date, the Revolving Credit Agreement Claims, Senior Notes Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect.

The Restructuring will be financed by consensual use of cash collateral.

The Consenting Creditors shall support any order approving the consensual use of cash collateral (whether interim or final); provided that the interim order shall be substantially in the form attached hereto as Exhibit A.

TREATMENT OF CLAIMS AND INTERESTS

Except to the extent that a holder of an Allowed Other Secured Claim agrees to a less favorable treatment, in full and final satisfaction of such Allowed Other Secured Claim, at the option of the Debtors or the Reorganized Debtors (subject to the consent of the Requisite Creditors), (i) each such holder will receive payment in full in Cash, payable on the later of the Effective Date and the date that is ten (10) Business Days after the date on which such Other Secured Claim becomes an Allowed Other Secured Claim, in each case, or as soon as reasonably practicable thereafter, (ii) such holder’s Allowed Other Secured Claim will be reinstated, or (iii) such holder will receive such other treatment so as to render such holder’s Allowed Other Secured Claim unimpaired pursuant to section 1124 of the Bankruptcy Code.

Unimpaired – Presumed to Accept.

receive treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code, payable on the later of the Effective Date and the date that is ten (10) Business Days after the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, in each case, or as soon as reasonably practicable thereafter.

Unimpaired – Presumed to Accept.

Revolving Credit Agreement Claims:

Up to $1.072 billion in principal amount plus all other outstanding secured obligations thereunder

The Proceeds of the Exit Facility (if any) and/or the Debtors’ cash on hand shall be used to repay the Revolving Credit Agreement Claims in full in cash on the terms set forth therein.

Unimpaired – Presumed to Accept

Senior Notes Claims:

$2.371 billion Allowed Claim

On the Effective Date, each holder of an Allowed Senior Notes Claim will receive, in full and final satisfaction of such Allowed Senior Notes Claim, its(i) Pro Rata share of 97.0% of the total New Common Shares issued pursuant to the Plan on the Effective Date, subject to dilution by the Warrant Equity and the MIP Equity and (ii) Pro Rata share of take-back debt, if any. The Debtors and Consenting Creditors agree to discuss whether and the extent to which take-back debt will be issued based on market conditions. To the extent any such take-back debt is agreed to, there will be a proportional adjustment to the allocation of New Common Shares and Warrants to take into account the issuance of such take-back debt.

Impaired – Entitled to Vote.

[Each holder of a General Unsecured Claim will be satisfied by payment in full in cash on the Effective Date or be reinstated.]¹

[Unimpaired – Presumed to Accept.]

On the Effective Date, Existing Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect. Each holder of Existing Equity Interests will receive such holder’s Pro Rata share of (i) the Warrants provided pursuant to the Plan on the Effective Date, subject to dilution by the MIP Equity, and (ii) 3.0% of the total New Common Shares issued pursuant to the Plan on the Effective Date, subject to dilution by the Warrant Equity and the MIP Equity.

Impaired – Entitled to Vote.

On the Effective Date, Other Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect.

Impaired – Presumed to Reject.

All Intercompany Claims and Intercompany Interests will be reinstated or modified as agreed by the Company and the Requisite Creditors.

Unimpaired – Presumed to Accept or Reject.

Subject to discussion and agreement between the company and the Requisite Creditors.

Effectiveness of the Plan will be subject to the satisfaction of customary conditions, including the following (as applicable):

i.   the Definitive Documents (as defined in the RSA) will contain terms and conditions consistent in all material respects with this Term Sheet and the RSA;

ii.  the Bankruptcy Court will have entered the Confirmation Order, and such Confirmation Order will not have been stayed or modified;

iii.   to the extent an Exit Facility is entered into, the Exit Facility, including all documentation related thereto, will have been consummated;

iv.   other conditions to be agreed among the Debtors and the Requisite Creditors

v.  all governmental approvals, including Bankruptcy Court approval, necessary to effectuate the Restructuring will have been obtained and all applicable waiting periods will have expired; and

vi.   all Restructuring Expenses will have been paid in full.

The conditions to effectiveness may be waived, in whole or in part, in writing (which may be via e-mail) by the Debtors and the Requisite Creditors.

derivative claims, asserted on behalf of the Debtors, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim against, or Interest in, a Debtor or other Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the Debtors’ capital structure, management, ownership, or operation thereof, including any draws under the Revolving Credit Facility), the assertion or enforcement of rights and remedies against the Debtors, the Debtors’ in- or out-of-court restructuring efforts, any avoidance actions, intercompany transactions between or among a Debtor or an affiliate of a Debtor and another Debtor or affiliate of a Debtor, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the Plan (including, for the avoidance of doubt, the plan supplement), or any aspect of the Restructuring, including any contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to any of the foregoing. Notwithstanding anything contained herein to the contrary, the foregoing release does not release any obligations of any party under the Plan or any document, instrument, or agreement executed to implement the Plan.

Notwithstanding anything contained herein to the contrary, the foregoing release does not release (i) any obligations of any party under the Plan or any document, instrument, or agreement executed to implement the Plan, (ii) any claims related to any act or omission that is determined in a Final Order to have constituted willful misconduct, gross negligence, or actual fraud, (iii) the rights of any current employee of the Debtors under any employment agreement or plan, (iv) the rights of the Debtors with respect to any confidentiality provisions or covenants restricting competition in favor of the Debtors under any employment agreement with a current or former employee of the Debtors, or (v) the rights of Holders of Allowed Claims or Interests to receive distributions under the Plan.

The following Releasing Party release provision shall appear in the Plan, as may be modified by written agreement (which may be via e-mail) of the Debtors and the Requisite Creditors:

Except as otherwise expressly set forth in the Plan or the Confirmation Order, on and after the Effective Date, in exchange for good and valuable

consideration, the adequacy of which is hereby confirmed, each Released Party is, and is deemed to be, hereby conclusively, absolutely, unconditionally, irrevocably and forever, released and discharged by each Releasing Party from any and all Causes of Action, whether known or unknown, foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, contract, tort, or otherwise, including any derivative claims asserted on behalf of the Debtors, that such Entity would have been legally entitled to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part, the Debtors (including the Debtors’ capital structure, management, ownership, or operation thereof, including any draws under the Revolving Credit Facility), the Debtors’ in- or out-of-court restructuring efforts, intercompany transactions between or among a Debtor or an affiliate of a Debtor and another Debtor or affiliate of a Debtor, the Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or filing of the RSA, the Disclosure Statement, the Plan (including, for the avoidance of doubt, the plan supplement), or any aspect of the Restructuring, including any contract, instrument, release, or other agreement or document created or entered into in connection with the RSA, the Disclosure Statement, or the Plan, the filing of the Chapter 11 Cases, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to any of the foregoing.

Notwithstanding anything contained herein to the contrary, the foregoing release does not release (i) any obligations of any party under the Plan or any document, instrument, or agreement executed to implement the Plan, (ii) any claims related to any act or omission that is determined in a Final Order to have constituted willful misconduct, gross negligence, or actual fraud, (iii) the rights of any current employee of the Debtors under any employment agreement or plan, (iv) the rights of the Debtors with respect to any confidentiality provisions or covenants restricting competition in favor of the Debtors under any employment agreement with a current or former employee of the Debtors, or (v) the rights of Holders of Allowed Claims or Interests to receive distributions under the Plan.

The following exculpation provision shall appear in the Plan, as may be modified by written agreement (which may be via e-mail) of the Debtors and the Requisite Creditors:

Except as otherwise specifically provided in the Plan, no Exculpated Party shall have or incur liability for, and each Exculpated Party is hereby released and exculpated from any Cause of Action for any claim related to any act or omission in connection with, relating to, or arising out of, the

The issuance of the New Common Shares will be subject to the following requirements (the “Securities Issuance Requirements”):

•  the issuance of the New Common Shares under the Plan on the Effective Date will be made through the facilities of DTC in accordance with the customary practices of DTC for a mandatory distribution and the Reorganized Debtors will reflect ownership of the New Common Shares through the facilities of DTC; provided, however, that to the extent the New Common Shares are not eligible for distribution in accordance with DTC’s customary practices, Reorganized Parent shall take all such reasonable actions as may be required to cause the distributions of the New Common Shares under this Plan, provided, further, however, that Holders of Existing Equity Interests that are entitled to receive New Common Shares (upon the exercise of their Warrants), but had held such Existing Equity Interests outside of the facilities of DTC, may receive their New Common Shares by means of book-entry with the Reorganized Debtor’s transfer agent;

•  no later than seven (7) calendar days prior to the Voting Deadline, the Debtors, with the consent of the Requisite Creditors, shall make a determination as to whether Reorganized Parent will continue to be a reporting company under the Exchange Act, 15 U.S.C. §§ 78(a) – 78(pp) following a date that is on or after the Effective Date (the “Reporting Decision Date”) to be agreed upon by the Debtors and the Requisite Creditors. If the Debtors, with the consent of the Requisite Creditors, determine that Reorganized Parent will continue to be a reporting company under the Exchange Act following the Reporting Decision Date, the Debtors shall use their commercially reasonable efforts to have the New Common Shares listed on the New York Stock Exchange, or another nationally recognized exchange, as soon as practicable following the Effective Date, subject to meeting applicable listing requirements. If the Debtors determine pursuant to this provision that Reorganized Parent will not continue to be a reporting company under the Exchange Act following the Reporting Decision Date, the Debtors shall file a governance term sheet, in form and substance reasonably acceptable to the Company and the Requisite Creditors, with the plan supplement;

•  the composition of the New Board will (i) if the Debtors, subject to the consent of the Consenting Creditors, determine that Reorganized Parent will continue to be a reporting company under the Exchange Act, comply in all respects with the rules applicable to the nationally recognized exchange on which the New Common Shares are to be listed (and the Requisite Creditors will agree to such modifications to the New Board as are necessary to comply with such requirements) or (ii) if the Debtors, subject to the consent of the Consenting Creditors, determine that Reorganized Parent will not continue to be a reporting company under the Exchange Act, be consistent with the governance term sheet referred to in the immediately preceding provision; and

•  after the Effective Date, the sale or transfer of the New Common Shares will not be subject to any right of first refusal or right of first offer restrictions in favor of other holders of the New Common Shares.

Furthermore, on the Effective Date, the Reorganized Debtors, the Consenting Creditors and any holder of 10% or more of the New Common Shares will be party to a registration rights agreement providing for customary demand registration rights with respect to New Common Shares held by such Consenting Creditors and holders (the “Registration Rights Agreement”).

The Company will pay, immediately prior to the Petition Date, all Restructuring Expenses, including fees and expenses estimated to be incurred prior to the filing of the Chapter 11 Cases, for which invoices or receipts are furnished by the advisors to the Consenting Creditors at least one (1) Business Day prior thereto.

On the Effective Date, without the need to file a fee or retention application in the Chapter 11 Cases, the Company will pay all Consenting Creditor Restructuring Expenses, including unpaid fees and expenses estimated to be incurred through the Effective Date to the extent invoiced at least one (1) Business Day before the Effective Date by the advisors to the Consenting Creditors.

On the Effective Date, the Company will pay all unpaid Debtor Restructuring Expenses (in the case of Debtor Restructuring Expenses incurred prior to the Confirmation Date, solely to the extent approved by an order of the Bankruptcy Court), including unpaid fees and expenses estimated to be incurred from the Confirmation Date through the Effective Date to the extent invoiced at least one (1) Business Day before the Effective Date by the advisors to the Debtors.

[NTD: Provision to be mirrored in the RSA].

Defined Terms

Defined Terms