exhibit102_03022009.htm


    Exhibit
10.2

     

    


     

    FORM
OF NOTE

     

    $[          ]                                                                                                           [          ],
200[     ]

     

    FOR VALUE
RECEIVED, Northern Oil and Gas, Inc., a Nevada corporation (the “Borrower”) hereby
promises to pay to
[          ] (the “Lender”), or its
registered assigns, at the principal office of CIT Capital USA Inc. (the “Administrative
Agent”), at 505 Fifth Avenue, 10th Floor,
New York, NY 10017, the principal sum of [_______________] dollars
($[____________]) (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans made by the Lender to the Borrower under the
Credit Agreement, as hereinafter defined), in lawful money of the United States
of America and in immediately available funds, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each such Loan, at such office, in like money and funds, for
the period commencing on the date of such Loan until such Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit
Agreement.

     

    The date,
amount, Type, interest rate, Interest Period and maturity of each Loan made by
the Lender to the Borrower, and each payment made on account of the principal
thereof, shall be recorded by the Lender on its books and, prior to any transfer
of this Note, may be endorsed by the Lender on the schedules attached hereto or
any continuation thereof or on any separate record maintained by the
Lender.  Failure to make any such notation or to attach a schedule
shall not affect any Lender’s or the Borrower’s rights or obligations in respect
of such Loans or affect the validity of such transfer by any Lender of this
Note.

     

    This Note
is one of the Notes referred to in the Credit Agreement dated as of February 27,
2009 among the Borrower, the Administrative Agent, and the other agents and
lenders signatory thereto (including the Lender), and evidences Loans made by
the Lender thereunder (such Credit Agreement as the same may be amended,
supplemented or restated from time to time, the “Credit
Agreement”).  Capitalized terms used in this Note have the
respective meanings assigned to them in the Credit Agreement.

     

    This Note
is a registered Note and, as provided in the Credit Agreement, upon surrender of
this Note for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of this
Note or such holder’s attorney duly authorized in writing), a new Note for a
like aggregate principal amount will be issued to, and registered in the name
of, the transferee.  Prior to the due presentment for registration and
transfer, the Borrower may treat the Person in whose name this Note is
registered as the holder and the owner of this Note for the purpose of receiving
payment and for all other purposes of this Note and the Credit
Agreement.  Notwithstanding anything to the contrary herein, the right
to receive payments of interest and principal under this Note shall be
transferable only upon surrender for cancellation of this Note, and the issuance
of a new Note registered in the name of the transferee.  In addition,
the Administrative Agent, acting as agent for the Borrower, shall maintain a
register in which it shall

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    record
the name of the holder or any transferee, and no transfer shall be valid unless
so registered.

     

    This Note
is issued pursuant to, and is subject to the terms and conditions set forth in,
the Credit Agreement and is entitled to the benefits provided for in the Credit
Agreement and the other Loan Documents.  The Credit Agreement provides
for the acceleration of the maturity of this Note upon the occurrence of certain
events, for prepayments of Loans upon the terms and conditions specified therein
and other provisions relevant to this Note.

     

    THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

     

    Northern
Oil and Gas, Inc.

     

    By:           

    Name:

    Title: