exhibit1018_03082010.htm


    


      EXHIBIT
10.18

      


      


      SUBORDINATED

      PROMISSORY
NOTE

      


      


      $250,000.00
                                                                           February 27,
2009

                                                                                 Wayzata, Minnesota

       

      FOR VALUE RECEIVED, the undersigned,
Northern Oil and Gas, Inc., a Nevada corporation (the “Company”), promises to
pay to _______________, a resident of the State of Minnesota, or his heirs,
successors and/or assigns (the “Payee”), at such place as the Payee may
designate from time to time, the principal sum of Two Hundred Fifty Thousand and
No Cents ($250,000.00)
together with interest on the unpaid principal balance at the rate twelve
percent (12.0%) per annum.  Payee hereby acknowledges that this
Subordinated Promissory Note (this “Note”) supersedes any and all obligations of
our company under that certain Promissory Note in the principal amount of
$370,000.00
issued by the Company to the Payee on January 30, 2009.

      


      Our
company shall make payments to the Payee pursuant to this Note in arrears to the
maximum extent permissible under that certain Credit Agreement dated as of
February 27, 2009 among our company, as Borrower, CIT Capital USA Inc., as
Administrative Agent and the Lenders Party thereto (as amended, restated,
modified or supplemented, the “Credit Agreement”).  Any unpaid
principal amount and all accrued but unpaid interest on this Note shall be due
and payable in full in a single lump sum on March 1, 2013.  Our
company reserves and shall have the right to repay at any time and from time to
time the whole or any portion of the unpaid balance of this Note without premium
or penalty, subject to the terms and conditions of the Credit
Agreement.  All payments shall be applied first to accrued but unpaid
interest and then to any unpaid principal.

      


      The
unpaid balance of this Note shall, at the option of Payee and without
presentment, demand, notice of dishonor or protest, all of which are hereby
waived by Company, become immediately due and payable, in the case of any one or
more of the following events of default occurring:

      


      
        	
                 
      

              	
                (a)

              	
                Company
      shall become insolvent, unable to pay his debts as they mature, admit in
      writing his inability to pay his debts as they mature, become or be
      adjudicated bankrupt or shall voluntarily file a petition for
      bankruptcy;

              


      

      


      
        	
                (b)  

              	
                Company
      shall make a general assignment for the benefit of creditors;
      or

              


      

      


      
        	
                (c)  

              	
                Company
      shall apply for appointment of a receiver or a trustee for any substantial
      portion of his property or assets or shall permit the appointment of such
      receiver or trustee who is not discharged within a period of thirty (30)
      days after such appointment.

              


      

      


      The
indebtedness represented by this Note shall be unsecured and subordinate in
right of payment and liquidation to the extent set forth in the Credit Agreement
and any swap agreement entered into in connection with such Credit
Agreement.  This Note is non-negotiable, and the Payee may not
transfer, assign, pledge or hypothecate this Note.

      


      No delay or omission on the part of
Payee in exercising any right hereunder shall operate as a waiver of such right
or of any other remedy under this Note.  A waiver on any one occasion
shall not be


      
         

        
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      construed
as a waiver of any such right or remedy on a future occasion.  This
Note is made with reference to and shall be construed in accordance with the
laws of the State of Minnesota.

      


                   Northern Oil
and Gas, Inc.

      


      


      


                   ________________________________

                   By Michael L.
Reger

                   Its Chief
Executive Officer

      


      


      


                   Acknowledged:                                           

                    [NAME]

      


      



      
         

        
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