Document

Exhibit 10.1
Execution Version

FOURTH AMENDMENT TO 
AMENDED AND RESTATED CREDIT AGREEMENT


This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of November 8, 2019, is among Northern Oil and Gas, Inc., a Delaware corporation (the “Borrower”), each of the Lenders party hereto and Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
RECITALS
A. The Borrower, the Administrative Agent and the Lenders are party to that certain Amended and Restated Credit Agreement dated as of October 5, 2018, as amended by the First Amendment dated as of December 31, 2018, that Second Amendment dated as of January 14, 2019 and that Third Amendment dated as of April 18, 2019 (as it may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower has requested that the Lenders amend the Credit Agreement to, among other things, modify Section 9.01 of the Credit Agreement as more fully set forth herein.
D. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.Defined Terms.  Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Amendment, shall have the meaning ascribed such term in the Credit Agreement after giving effect to this Amendment.  Unless otherwise indicated, all references to sections in this Amendment refer to sections in the Credit Agreement as amended by this Amendment.
Section 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended effective as of the Fourth Amendment Effective Date (as defined below) as follows:
2.1 The following defined term in Section 1.02 of the Credit Agreement shall be amended and restated in its entirety as follows:
“RP/Investment Conditions” means that:  (a) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom; (b) at least 15% of the Commitments are unused; and (c) the Pro Forma Net Leverage Ratio is equal to or less than 2.75 to 1.00.
2.2 Section 9.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:









“Section 9.01. Financial Covenants.
(a) Maximum Net Leverage Ratio.  The Borrower will not permit, as of the last day of each fiscal quarter, the Net Leverage Ratio to exceed 3.75 to 1.00.
(b) Current ratio.  The Borrower will not permit, as of the last day of (i) the fiscal quarter ending September 30, 2019, the Current Ratio to be less than 0.85 to 1.00, (ii) the fiscal quarter ending December 31, 2019, the Current Ratio to be less than 0.65 to 1.00, (iii) the fiscal quarter ending March 31, 2020, the Current Ratio to be less than 0.90 to 1.00, and (iv) any other fiscal quarter ending thereafter, the Current Ratio to be less than 1.00 to 1.00.”
Section 3. Conditions Precedent.  This Amendment shall become effective on the date, when each of the following conditions is satisfied (the “Fourth Amendment Effective Date”): 
3.1 The Administrative Agent shall have executed and received from Majority Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of each such Person.
3.2 Immediately after giving effect to this Amendment, no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing.
Section 4. Miscellaneous.
4.1 Confirmation.  The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Fourth Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.
4.2 Representations and Warranties.  The Borrower hereby (a) acknowledges and consents to the terms of this Amendment and (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document and agrees that each Loan Document remains in full force and effect as expressly amended, restated, supplemented or otherwise modified hereby or otherwise in connection with a delivery made herewith and (c) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the terms of this Amendment:  (i) all of the representations and warranties contained in each Loan Document are true and correct in all material respects, except that (A) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date and (B) to the extent any such representation and warranty is qualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects and (ii) no Default or Event of Default has occurred and is continuing.  

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4.3 Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by telecopy, facsimile or other electronic means (e.g., .pdf) shall be effective as delivery of a manually executed counterpart hereof.
4.4 No Oral Agreement.  This Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties.  There are no subsequent oral agreements between the parties.
4.5 GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.
4.6 Payment of Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby in accordance with Section 12.03 of the Credit Agreement.
4.7 Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
4.8 Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
4.9 Miscellaneous.  Section 12.09(b), (c) and (d) of the Credit Agreement shall apply to this Amendment, mutatis mutandis.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the day and year first above written.


						
	BORROWER:
	NORTHERN OIL AND GAS, INC.


By:      /s/ Nicholas O’Grady                                   
Name: Nicholas O’Grady
Title:   Chief Financial Officer





























Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.














						
	

	ROYAL BANK OF CANADA,
as Administrative Agent


By:      /s/ Rodica Dutka                                   
Name: Rodica Dutka
Title:   Manager, Agency Services Group










Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.














						
	

	ROYAL BANK OF CANADA,
as Issuing Bank and a Lender


By:      /s/ Don J. McKinnerney                                
Name: Don J. McKinnerney
Title:   Authorized Signatory











Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.














						
	

	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender


By:      /s/ Erin Grasty                                  
Name: Erin Grasty
Title:   Vice President









Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.












						
	

	CAPITAL ONE, NATIONAL ASSOCIATION, 
as a Lender  




By:      /s/ Cameron Breitenbach  
Name: Cameron Breitenbach
Title:   Vice President









Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.












						
	

	ABN AMRO CAPITAL USA LLC,
as a Lender


By:      /s/ Beth Johnson                                   
Name: Beth Johnson
Title:   Executive Director


By:      /s/ Darrell Holley                                  
Name: Darrell Holley
Title:   Managing Director











Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.












						
	

	CITIZENS BANK, N.A.,
as a Lender


By:      /s/ David Slye                                     
Name: David Slye
Title:   Managing Director











Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.












						
	

	CATHAY BANK,
as a Lender


By:      /s/ Stephen V Bacala II                                
Name: Stephen V Bacala II
Title:   Vice President









Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.












						
	

	MORGAN STANLEY BANK, N.A.,
as a Lender


By:      /s/ John Kuhns                                      
Name: John Kuhns
Title:   Authorized Signatory











Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.












						
	

	CARGILL INCORPORATED,
as a Lender  


By:      /s/ Tyler R. Smith                                  
Name: Tyler R. Smith
Title:   Authorized Signer















Signature Page to Fourth Amendment to Credit Agreement
Northern Oil and Gas, Inc.