EX-10.2



 Exhibit 10.2 
  

 
 SIXTH AMENDMENT TO 

THIRD AMENDED AND RESTATED 

CREDIT AGREEMENT 
 Dated
as of May 13, 2015 
 among 

NORTHERN OIL AND GAS, INC., 

as Borrower, 
 ROYAL BANK
OF CANADA, 
 as Administrative Agent, 

and 
 The Lenders Party
Hereto 
  
  







 SIXTH AMENDMENT TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

This SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of
May 13, 2015, 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 and 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 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 Section 1.01 of the Credit Agreement. Section 1.01 of the Credit
Agreement is hereby amended by adding the following definition where alphabetically appropriate: 
 “Sixth Amendment Effective
Date” means May 13, 2015. 
 Section 2.02 Amendment to Section 2.07(e)(iii). Section 2.07(e)(iii) of the
Credit Agreement is hereby amended to delete each reference to “(other than Permitted Additional Debt that constitutes a Permitted Refinancing)” in such Section and insert in each place therefor


  
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“(other than Permitted Additional Debt incurred pursuant to Section 9.02(g) or that constitutes a Permitted Refinancing)”. 

Section 2.03 Amendments to Section 9.01 of the Credit Agreement. 

(a) 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, as of the last day of any fiscal quarter, its ratio of EBITDAX to
interest expense (determined in accordance with GAAP) for the four fiscal quarters then ended to be less than 2.5 to 1.0; 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 2.04 Amendment to Section 9.02 of the Credit Agreement. Section 9.02 of the Credit Agreement is hereby amended
by inserting the following clause (g) at the end of such Section: 
 (g) Permitted Additional Debt incurred after the
Sixth Amendment Effective Date, the principal amount of which does not exceed $250,000,000 and any guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders prior written notice of its
intent to incur such Permitted Additional Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor promptly after such drafts are available and, when completed, copies
of the final versions of such material definitive documents and (ii) at the time of incurring such Permitted Additional Debt (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such
Permitted Additional Debt after giving effect to the incurrence of such Permitted Additional Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), and (C) after giving effect to the incurrence thereof (and any
concurrent repayment of Debt with the proceeds of such incurrence), the Borrower is in pro forma compliance with the financial covenants contained in Section 9.01. 

ARTICLE III 
 [Reserved]

 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 (the “Sixth Amendment Effective Date”): 

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


  
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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. 

  
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 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. 
 (Remainder of page intentionally left blank.) 

  
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 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/ Tom Stoelk

	Name:		Tom Stoelk
	Title:		Chief Financial Officer



  
 SIGNATURE
PAGE 
 SIXTH AMENDMENT TO CREDIT AGREEMENT 








 
			
	ROYAL BANK OF CANADA, as Administrative Agent
		
	By:		 /s/ Rodica Dutka

	Name:		Rodica Dutka
	Title:		Manager, Agency
	
	ROYAL BANK OF CANADA, as a Lender
		
	By:		 /s/ Don J. McKinnerney

	Name:		Don J. McKinnerney
	Title:		Authorized Signatory
	
	SUNTRUST BANK, as a Lender
		
	By:		 /s/ Shannon Juhan

	Name:		Shannon Juhan
	Title:		Director
	
	BMO HARRIS FINANCING, INC., as a Lender
		
	By:		 /s/ Melissa Guzman

	Name:		Melissa Guzman
	Title:		Vice President
	
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:		 /s/ George E. McKean

	Name:		George E. McKean
	Title:		Senior Vice President
	
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:		 /s/ Todd Anderson

	Name:		Todd Anderson
	Title:		Vice President



  
 SIGNATURE
PAGE 
 SIXTH AMENDMENT TO CREDIT AGREEMENT 








 
			
	SANTANDER BANK, N.A., as a Lender
		
	By:		 /s/ Vaughn Buck

	Name:		Vaughn Buck
	Title:		Executive Vice President
		
	By:		 /s/ Aidan Lanigan

	Name:		Aidan Lanigan
	Title:		Senior Vice President
	
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:		 /s/ Robert James

	Name:		Robert James
	Title:		Director
	
	BOKF, NA dba BANK OF OKLAHOMA, as a Lender
		
	By:		 /s/ Parker Heikes

	Name:		Parker Heikes
	Title:		Vice President
	
	BRANCH BANKING & TRUST COMPANY, as a Lender
		
	By:		 /s/ James Giordano

	Name:		James Giordano
	Title:		Vice President
	
	CADENCE BANK, N.A., as a Lender
		
	By:		 /s/ Steven Taylor

	Name:		Steven Taylor
	Title:		Vice President



  
 SIGNATURE
PAGE 
 SIXTH AMENDMENT TO CREDIT AGREEMENT 








 
			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:		 /s/ Alan Dawson

	Name:		Alan Dawson
	Title:		Director
	
	ING CAPITAL LLC, as a Lender
		
	By:		 /s/ Juli Bieser

	Name:		Juli Bieser
	Title:		Managing Director
		
	By:		 /s/ Scott Lamoreaux

	Name:		Scott Lamoreaux
	Title:		Director
	
	FIFTH THIRD BANK, as a Lender
		
	By:		 /s/ Thomas Kleiderer

	Name:		Thomas Kleiderer
	Title:		Director



  
 SIGNATURE
PAGE 
 SIXTH AMENDMENT TO CREDIT AGREEMENT