UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  June 29, 2012
 
 
NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
 
Minnesota
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

315 Manitoba Avenue – Suite 200
Wayzata, Minnesota
55391
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code   ( 952) 476-9800
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 
 

Item 1.01.                       Entry into a Material Definitive Agreement .

On June 29, 2012, Northern Oil and Gas, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its third amended and restated credit agreement, dated February 28, 2012, governing the Company’s revolving credit facility with Royal Bank of Canada, as Administrative Agent, and the other lenders party thereto.  Pursuant to the Amendment, the Company’s borrowing base under the credit facility has been increased from $175 million to $300 million.  As of the date of the Amendment, the Company had no outstanding borrowings under the credit facility.  The next redetermination of the borrowing base is scheduled for October 1, 2012.   
  
The Amendment is included as exhibit 10.1 to this Form 8-K, and the foregoing description of the material terms of the Amendment is qualified in its entirety by reference to such exhibit.

 
Item 2.03.        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03 .


Item 8.01.                       Other Events .

On July 2, 2012, the Company issued a press release, a copy of which is furnished as exhibit 99.1 hereto .


Item 9.01.                       Financial Statements and Exhibits .

Exhibit Number
 
 
Description
 
 
 
10.1
 
First Amendment to Third Amended and Restated Credit Agreement, dated June 29, 2012, by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
99.1
 
Press release of Northern Oil and Gas, Inc., dated July 2, 2012.


 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 2, 2012
NORTHERN OIL AND GAS, INC.
By  /s/ Erik J. Romslo
       Erik J. Romslo
       Vice President, General Counsel and Secretary
 


 
 
 

EXHIBIT INDEX
 
Exhibit No.
 
Description
     
10.1
 
First Amendment to Third Amended and Restated Credit Agreement, dated June 29, 2012, by and among Northern Oil and Gas, Inc., Royal Bank of Canada, and the Lenders party thereto.
99.1
 
Press release of Northern Oil and Gas, Inc., dated July 2, 2012 .
 


 
 
 

Exhibit 10.1
 
 
 


 

FIRST AMENDMENT TO
 
THIRD AMENDED AND RESTATED
 
CREDIT AGREEMENT
 
AND
 
THIRD AMENDED AND RESTATED
 
GUARANTY AND COLLATERAL AGREEMENT
 
Dated as of June 29, 2012
 
among
 
NORTHERN OIL AND GAS, INC.,
 
as Borrower,
 
ROYAL BANK OF CANADA,
 
as Administrative Agent,
 
and
 
The Lenders Party Hereto
 

 


 
 
 

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND
THIRD AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT
 
 
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND THIRD AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT (this “ Amendment ”), dated as of June 29, 2012, 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.
 
Recitals
 
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 the same may be amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”);
 
WHEREAS , the Borrower and the Administrative Agent entered into that certain Third Amended and Restated Guaranty and Collateral Agreement, dated as of February 28, 2012 (as the same may be amended, modified, supplemented or restated from time to time, the “ Guaranty Agreement ”);
 
WHEREAS , the Borrower has requested an Interim Redetermination of the Borrowing Base pursuant to Section 2.07(b)(i) of the Credit Agreement;
 
WHEREAS , the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement and the Guaranty Agreement as set forth below; and
 
WHEREAS ,   the Administrative Agent and the Lenders are willing to (i) amend the Credit Agreement and the Guaranty Agreement, (ii) redetermine the Borrowing Base as provided herein, and (iii) 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   Amendments to Section 1.02 of the Credit Agreement .   The following definitions are hereby amended and restated in their entirety or added where alphabetically appropriate:
 
“ Loan Documents ” means this Agreement, the Notes, the Fee Letters, any Secured Swap Agreement, any Treasury Management Agreement, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments and any other agreement designated by the parties as a Loan Document.
 
 
 
1
 
 
 
“ Treasury Management Agreement ” means any agreement regarding bank services provided to the Borrower or any Subsidiary for commercial credit cards and treasury management services, including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services with a Lender or an Affiliate of a Lender.
 
ARTICLE III
 
Amendments to the Guaranty Agreement
 
Section 3.01   Amendment to Section 1.01 of the Guaranty Agreement .  The following definitions are hereby amended and restated in their entirety as follows:
 
“ Secured Documents ” means the collective reference to the Credit Agreement, the other Loan Documents, each Secured Swap Agreement, each Treasury Management Agreement and any other document made, delivered or given in connection with any of the foregoing.
 
“ Secured Parties ” means the collective reference to the Administrative Agent, the Issuing Bank, any Lender, any Secured Swap Counterparty, and any Lender or Affiliate of a Lender that is a party to a Treasury Management Agreement.
 
ARTICLE IV
 
Redetermination of the Borrowing Base
 
Section 4.01   Redetermination of the Borrowing Base . Notwithstanding the requirements of Section 2.07 of the Credit Agreement, effective as of the date hereof, the amount of the Borrowing Base shall be $300,000,000.00, 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 4.01 of this Amendment shall constitute an Interim Redetermination made at the request of the Borrower.
 
ARTICLE V
 
Conditions Precedent
 
This Amendment shall become effective as of the date first referenced above when and only when:
 
(a)   the Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower and each Lender, in such numbers as the Administrative Agent or its counsel may reasonably request; and
 
(b)   the Administrative Agent and the Lenders shall have received such upfront fees as may be agreed to among the Borrower, the Administrative Agent and the Lenders with respect hereto and all other 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).
 
 
 
2
 
 
ARTICLE VI
 
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 VII
 
Miscellaneous
 
Section 7.01   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 and the Guaranty Agreement shall be deemed to mean the Credit Agreement and the Guaranty 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 and the Guaranty Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement and the Guaranty Agreement, as the case may be, as amended by this Amendment, and each reference herein or in any other Loan Documents to the “Credit Agreement” or the “Guaranty Agreement” shall mean and be a reference to the Credit Agreement or the Guaranty Agreement, as the case may be, as amended and modified by this Amendment.
 
 
 
3
 
 
 
Section 7.02   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 7.03   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 7.04   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 7.05   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 7.06   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 7.07   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.]
 

 
4
 

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/ Thomas W. Stoelk                                                                 
Name:      Thomas W. Stoelk
Title:        Chief Financial Officer



Signature Page
First Amendment to Credit Agreement
 
 
 

ROYAL BANK OF CANADA , as Administrative Agent and a Lender


By:     /s/ Ann Hurley            
Name:       Ann Hurley   
Title:         Manager, Agency


SUNTRUST BANK , as a Lender


By:     /s/ Yann Pirio                   
Name:       Yann Pirio
Title:         Director


BMO HARRIS FINANCING, INC. , as a Lender


By:            /s/ Kevin Utsey            
Name:      Kevin Utsey
Title:        Director


KEYBANK N.A. , as a Lender


By:            /s/ Craig Hanselman      
Name:      Craig Hanselman
Title:        Vice President


U.S. BANK NATIONAL ASSOCIATION , as a Lender


By:            /s/ Daniel K. Hansen      
Name:      Daniel K. Hansen
Title:        Vice President


BANK OF SCOTLAND plc , as a Lender


By:            /s/ Julia R. Franklin       
Name:      Julia R. Franklin
Title:        Vice President

 
 
Signature Page
First Amendment to Credit Agreement
 
 
 
 

 
CAPITAL ONE, NATIONAL ASSOCIATION , as a Lender


By:            /s/ Matthew Molero      
Name:      Matthew Molero
Title:        Vice President


BOKF, NA dba BANK OF OKLAHOMA , as a Lender


By:            /s/ Guy C. Evangelista    
Name:      Guy C. Evangelista
Title:        Senior Vice President


BRANCH BANKING AND TRUST COMPANY , as a Lender


By:            /s/ Parul June                    
Name:      Parul June
Title:        Vice President


CADENCE BANK, N.A. , as a Lender


By:            /s/ Eric Broussard            
Name:      Eric Broussard
Title:        Senior Vice President


MACQUARIE BANK LIMITED , as a Lender


By:           /s/ Christian Coles           
Name:     Christian Coles
Title:       Division Director

By:            /s/ Joel Outlaw                
Name:      Joel Outlaw
Title:        Associate Director, Legal Risk Management








Signature Page
First Amendment to Credit Agreement
 
 
 

Exhibit 99.1


 
Northern Oil and Gas, Inc. Announces Increased Borrowing Base under its Revolving Credit Facility


WAYZATA, MINNESOTA — July 2, 2012 — Northern Oil and Gas, Inc. (NYSE MKT: NOG) (“Northern Oil”) today announced that, on June 29, 2012, it entered into an amendment that increases the borrowing base under its revolving credit facility to $300 million.  At June 29, 2012, Northern Oil had no borrowings outstanding under the facility.  The next redetermination of the borrowing base is scheduled for October 1, 2012.

Michael Reger, Chief Executive Officer, commented, “The pace of drilling and completions in the Williston Basin has continued at extremely high levels through the first half of 2012.  With $300 million in borrowing capacity at attractive rates under our revolving credit facility, we believe we are well positioned to continue to expand and execute on our business plan.”

ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana.

More information about Northern Oil and Gas, Inc. can be found at www.NorthernOil.com .

SAFE HARBOR

This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).  All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements.  When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes.  Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: oil and gas prices, general economic or industry conditions, nationally and/or in the communities in which our Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting our Company’s operations, products, services and prices.

We have based these forward-looking statements on our current expectations and assumptions about future events.  While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.

CONTACT:

Investor Relations
Erik Nerhus
952-476-9800