NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1

Execution Version

NINTH AMENDMENT
TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MAY 4, 2017

AMONG

NORTHERN OIL AND GAS, INC., as Borrower,

ROYAL BANK OF CANADA, as Administrative Agent,

AND

THE LENDERS PARTY HERETO

NINTH AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 4, 2017 (the “Ninth Amendment Effective Date”), is by and among Northern Oil and Gas, Inc., a Minnesota corporation (the “Borrower”), Royal Bank of Canada (the “Administrative Agent”), and the Lenders party hereto.

R E C I T A L S:

WHEREAS, the Borrower, the Administrative Agent and the other Lenders party thereto entered into that certain Third Amended and Restated Credit Agreement, dated as of February 28, 2012 (as previously amended by the First Amendment dated as of June 29, 2012, the Second Amendment dated as of September 28, 2012, the Third Amendment dated as of March 28, 2013, the Fourth Amendment dated as of September 30, 2013, the Fifth Amendment dated as of April 7, 2015, the Sixth Amendment dated as of May 13, 2015, the Seventh Amendment dated as of October 21, 2015 and the Eighth Amendment dated as of May 6, 2016, as the same may be further amended, modified, supplemented or restated from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as set forth below; and

WHEREAS, the Lenders have agreed to redetermine the Borrowing Base, which redetermination of the Borrowing Base shall constitute the Scheduled Redetermination for April 1, 2017.

WHEREAS, the Administrative Agent and the Lenders are willing to (i) amend the Credit Agreement and (ii) take such other actions as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
Definitions

Each capitalized term used in this Amendment and not defined herein shall have the meaning assigned to such term in the Credit Agreement.

ARTICLE II

Amendments to Credit Agreement

Section 2.01    Amendment to Definition of “Change in Control”. The definition of “Change in Control” in Section 1.02 of the Credit Agreement is hereby amended by deleting “35%” and inserting in lieu thereof “50%”.

Section 2.02    Amendment to Section 9.01 of the Credit Agreement. Section 9.01(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(c)    Ratio of EBITDAX to Interest. The Borrower will not permit its ratio of EBITDAX to interest expense (determined in accordance with GAAP) for the four fiscal quarters then ended (i) as of the last day of the fiscal quarters ending on or after March 31, 2016 but prior to December 31, 2016, to be less than 2.5 to 1.00, (ii) as of the last day of the fiscal quarter ending on December 31, 2016, to be less than 1.75 to 1.00, (iii) as of the last day of the fiscal quarters ending on or after March 31, 2017 but prior to June 30, 2018, to be less than 1.50 to 1.00 and (iv) as of the last day of the fiscal quarters ending on or after June 30, 2018, to be less than 1.75 to 1.00; provided however, if, in accordance with GAAP, the Borrower realizes any non-cash charges categorized as interest expense (including any such charges resulting from the accelerated realization of amortizing fees paid to the Administrative Agent or any Lender in connection with this Agreement in any given fiscal quarter as a result of a Borrowing Base reduction), then such non-cash charges shall be excluded from the calculation of interest expense for purposes of this Section 9.01(c).”

Section 2.03    Amendment and Restatement of Section 9.04 of the Credit Agreement. Section 9.04 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows:

“Section 9.04    Dividends and Distributions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, make any distribution of its Property to its Equity Interest holders or Redeem Debt permitted under Section 9.02(f) or Section 9.02(g), except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (b) Subsidiaries may declare and pay dividends and make distributions to the Borrower with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Credit Parties, (d) the Borrower may make Restricted Payments and Redeem Debt permitted under Section 9.02(f) or Section 9.02(g) in an amount not to exceed, in the aggregate for all Restricted Payments and Redemptions under this subsection (d), $10,000,000 and (e) the Borrower and any of its Subsidiaries may voluntarily Redeem (including pursuant to an exchange) (i) Debt permitted under Section 9.02(f) with the proceeds of any Permitted Refinancing permitted thereunder, (ii) Debt permitted under Section 9.02(g) with the proceeds of any Permitted Additional Debt permitted thereunder, (iii) Debt permitted under Section 9.02(f) or Section 9.02(g) with the issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Borrower in exchange for all or a portion of such Debt and (iv) Debt permitted under Section 9.02(f) or Section 9.02(g) with cash proceeds of an offering of Equity Interests (other than Disqualified Capital Stock) of the Borrower so long as, in the case of this clause (iv), (A) no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously therewith, and in any event within three (3) Business Days following,

the receipt by the Borrower of cash proceeds in respect of such offering and (B) the Borrower is in (1) compliance with Section 9.01(a) as of the end of the most recently ended fiscal quarter (calculated on a pro forma basis after giving effect to such Redemption), (2) compliance with Section 9.01(b) as of the end of the most recently ended fiscal quarter (calculated on a pro forma basis after giving effect to such Redemption) and (3) compliance with Section 9.01(c) as of the end of the most recently ended four fiscal quarter period (calculated on a pro forma basis after giving effect to such Redemption).

ARTICLE III
Borrowing Base

Section 3.01    Redetermination of the Borrowing Base. Effective as of the Ninth Amendment Effective Date, the amount of the Borrowing Base shall be reduced to $325,000,000.00, subject to further adjustments from time to time pursuant to Section 2.07, Section 8.13(c) or Section 9.12(d) of the Credit Agreement. The redetermination of the Borrowing Base pursuant to this Section 3.01 shall constitute the Scheduled Redetermination for April 1, 2017.

ARTICLE IV
Conditions Precedent

This Amendment shall become effective as of the date first referenced above when and only when the following conditions are satisfied :

(a)the Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower and the Lenders constituting at least the Required Lenders, in such numbers as the Administrative Agent or its counsel may reasonably request;

(b)the Administrative Agent shall have received, for the account of each of the Lenders party to this Amendment (including, without limitation, Royal Bank of Canada), an Amendment Fee for each such Lender equal to 10.0 basis points (.10%) on the amount of such Lender’s Commitment (after giving effect to the reduction of the Borrowing Base set forth in Section 3.01).

(c)at the time of and immediately after giving effect to this Amendment, no Default has occurred and is continuing;

(d)at the time of and immediately after giving effect to this Amendment, the representations and warranties of the Credit Parties set forth in the Credit Agreement and in the other Loan Documents are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct as of such specified earlier date;

(e)the Administrative Agent and the Lenders shall have received all fees due and payable on or prior to the effectiveness hereof as provided in any Loan Document, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent).

ARTICLE V
Representations and Warranties

The Borrower hereby represents and warrants to the Administrative Agent and each Lender that:

(a)    Each of the representations and warranties made by the Borrower under the Credit Agreement and each other Loan Document is true and correct on and as of the actual date of execution of this Amendment by the Borrower, as if made on and as of such date, except for any representations and warranties made as of a specified date, which are true and correct as of such specified date.

(b)    At the time of, and immediately after giving effect to, this Amendment, no Default has occurred and is continuing.

(c)    The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by the Borrower.

(d)    This Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(e)    The execution, delivery and performance by the Borrower of this Amendment (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including the members or any class of directors of the Borrower or any other Person, whether interested or disinterested), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except (a) such as have been obtained or made and are in full force and effect, and (b) the Borrower may need to file a current report on Form 8‑K with the SEC disclosing this Amendment, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary and (iv) will not result in the creation or imposition of any Lien on any Property of the Borrower or any of its Subsidiaries (other than the Liens created by the Loan Documents).

ARTICLE VI
Miscellaneous

Section 6.01 Credit Agreement in Full Force and Effect as Amended. Except as specifically amended hereby, the Credit Agreement and other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Credit Agreement or any other Loan Document or any right, power or remedy of the Administrative Agent or the Lenders, or constitute a waiver of any provision of the Credit Agreement or any other Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to the Administrative Agent and/or the Lenders whether under the Credit Agreement, the other Loan Documents, at law or otherwise. All references to the Credit Agreement shall be deemed to mean the Credit Agreement as modified hereby. The parties hereto agree to be bound by the terms and conditions of the Credit Agreement and Loan Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Amendment, and each reference herein or in any other Loan Documents to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by this Amendment.

Section 6.02 Governing Law. THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 6.03 Descriptive Headings, Etc. The descriptive headings of the sections of this Amendment are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. The statements made and the terms defined in the recitals to this Amendment are hereby incorporated into this Amendment in their entirety.

Section 6.04 Entire Agreement. This Amendment and the documents referred to herein represent the entire understanding of the parties hereto regarding the subject matter hereof and supersede all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof.

Section 6.05 Loan Document. This Amendment is a Loan Document executed under the Credit Agreement, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

Section 6.06 Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of the signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart thereof.

Section 6.07 Successors. The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.

NORTHERN OIL AND GAS, INC., as the Borrower

By:     /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: Interim CEO & CFO

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

ROYAL BANK OF CANADA, as Administrative Agent

By: /s/ Xxxxxx Xxxxx    

Name:    Xxxxxx Xxxxx

Title:    Manager, Agency

ROYAL BANK OF CANADA, as a Lender

By:     /s/ Xxx X. XxXxxxxxxxx    

Name:    Xxx X. XxXxxxxxxxx

Title:    Authorized Signatory

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

SUNTRUST BANK, as a Lender

By:     /s/ Xxxxxxx X. Xxxxxxx    

Name:    Xxxxxxx X. Xxxxxxx

Title:    First Vice President

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

BMO XXXXXX FINANCING, INC., as a Lender

By:     /s/ Xxxxx X. Xxxxxx    

Name:    Xxxxx X. Xxxxxx

Title:    Managing Director

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:     /s/ Xxxx Xxxxxxxxxxx    

Name:    Xxxx Xxxxxxxxxxx

Title:    Vice President

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

SANTANDER BANK, N.A., as a Lender

By:     /s/ Xxxxx X’Xxxxxxxx    

Name:    Xxxxx X’Xxxxxxxx

Title:    Senior Vice President

By:     /s/ Xxxx Xxxxxxxx    

Name:    Xxxx Xxxxxxxx

Title:    Senior Vice President

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender

By:     /s/ Xxxx Xxxxxxxx    

Name:    Xxxx Xxxxxxxx

Title:    Vice President

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

BOKF, NA dba BANK OF OKLAHOMA, as a Lender

By:     /s/ Xxxxxxxx X. Xxxxx    

Name:    Xxxxxxxx X. Xxxxx

Title:    Vice President

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

BRANCH BANKING & TRUST COMPANY, as a Lender

By:     /s/ Xxxx Xxxxxxx    

Name:    Xxxx Xxxxxxx

Title:    Vice President

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

CADENCE BANK, N.A., as a Lender

By:     /s/ Xxxx Xxxxx    

Name:    Xxxx Xxxxx

Title:    Assistant Vice President

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

ING CAPITAL LLC, as a Lender

By:     /s/ Xxxx Xxxxxx    

Name:    Xxxx Xxxxxx

Title:    Director

By:     /s/ Xxxxxxx Xxxx    

Name:    Xxxxxxx Xxxx

Title:    Managing Director

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT

FIFTH THIRD BANK, as a Lender

By:     /s/ Xxxxxx Xxxxxxxxx    

Name:    Xxxxxx Xxxxxxxxx

Title:    Director

SIGNATURE PAGE
NINTH AMENDMENT TO CREDIT AGREEMENT