FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of November 8, 2021, is among NORTHERN OIL AND GAS, INC., a Delaware corporation (the “Borrower”), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (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 Second Amended and Restated Credit Agreement dated as of November 22, 2019, (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of July 8, 2020, that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of February 3, 2021, that certain Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 27, 2021, that certain Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2021 and as otherwise 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, the Administrative Agent and the Lenders party hereto have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein.
C. 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 Fifth Amendment Effective Date (as defined below) as follows:
2.1 Section 1.02 of the Credit Agreement is hereby amended by amending and restating the following defined term as follows:
“Permitted Debt” means Permitted Second Lien Notes, Permitted Senior Notes, the Purchaser Note, any Debt incurred in reliance on Section 9.02(n) or Section 9.02(o) and any Permitted Refinancing Debt thereof.
2.2 Section 8.01(p) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(p) Notice of Permitted Debt Issuance. Written notice on or prior to (or, in the case of Section 9.02(m), promptly following) the offering of any Permitted Debt incurred in reliance on Section 9.02(f), Section 9.02(h), Section 9.02(m), Section 9.02(n) or Section 9.02(o), the amount thereof and the anticipated date of closing and any material agreements governing such Permitted Debt; provided, however, that in lieu of the delivery requirements hereunder in respect of Section 9.02(m), to the extent
such information and agreements have been published in a Form 8-K on EDGAR or the Borrower’s website, such publication shall satisfy the Borrower’s delivery requirements under this Section 8.01(p).
2.3 Section 9.02 of the Credit Agreement is hereby amended by adding a new clause (o) at the end thereof as follows:
(o) the one-time incurrence of Debt constituting unsecured senior Debt securities in an aggregate principal amount not to exceed $200,000,000 and any guarantees thereof; provided that (i) such Debt is incurred on or before December 31, 2021, (ii) both before and immediately after giving effect to the incurrence of such Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof); (iii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Loans; (iv) such Debt does not have any scheduled principal amortization prior to the date that is 91 days after the Maturity Date; (v) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (vi) the economic terms of such Debt and any guarantees thereof, taken as a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in good faith; (vii) immediately after giving effect to the incurrence of such Debt and any guarantees thereof and the substantially contemporaneous application of proceeds therefrom, the Pro Forma Net Leverage Ratio shall not exceed 3.50 to 1.00; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Secured Obligations (other than (a) customary change of control tender offer provisions, (b) asset sale or casualty or condemnation event tender offer provisions, to the extent such provisions in this clause (b) first permit, at the option of the Borrower, prepayment in full of the Secured Obligations (or permit at the option of the Borrower the net cash proceeds to be applied first to the prepayment of the Secured Obligations) or (c) customary acceleration rights after an event of default); (ix) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement; (x) the Borrower shall have complied with Section 8.01(p) and (xi) the net proceeds of such Debt shall be used solely to prepay any Borrowing.
2.4 Section 9.02(h) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(h) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Debt permitted under Section 9.02(f), Section 9.02(g), Section 9.02(m), Section 9.02(n) and Section 9.02(o) or to refinance any outstanding Refinanced Debt, as the case may be.
Section 3. Conditions Precedent. This Amendment shall become effective on the date, when each of the following conditions is satisfied (the “Fifth Amendment Effective Date”):
3.1 The Administrative Agent shall have executed and received from the 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.
3.3 Each representation and warranty contained in Section 4 hereof shall be true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date.
3.4 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date, including, without limitation, the reimbursement or payment of all reasonable and documented out-of-pocket fees and expenses in accordance with Section 12.03(a) of the Credit Agreement.
3.5 The Borrower shall have launched an offering of unsecured senior Debt securities in an aggregate principal amount not to exceed $200,000,000.
Section 4. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:
4.1 Accuracy of Representations and Warranties. Each representation and warranty of each Credit Party contained in each Loan Document are true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified) on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties continue to be true and correct in all material respects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified) as of such specified earlier date.
4.2 Due Authorization, No Conflicts. The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than filings with the SEC required under applicable law) and do not violate or constitute a default under any provision of applicable law, the Second Lien Indenture or any agreement evidencing Material Debt binding upon any Credit Party, or result in the creation or imposition of any Lien upon any Property of any Credit Party.
4.3 Validity and Binding Effect. This Amendment constitutes the valid and binding obligations of the Borrower enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law.
4.4 Absence of Defaults. No Default or Event of Default has occurred that is continuing immediately prior to and after giving effect to this Amendment.
Section 5. Miscellaneous.
5.1 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 Fifth Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.
5.2 Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by fax, facsimile, as an attachment to an email or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention.
5.3 No Oral Agreement. This Amendment, the Credit Agreement and the other Loan Documents represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
5.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.5 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.
5.6 Severability. Any provision of this Amendment which is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
5.7 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.
5.8 Miscellaneous. Section 12.09(b), (c) and (d) of the Credit Agreement shall apply to this Amendment, mutatis mutandis.
5.9 Notices. This Amendment shall serve as written notice, in accordance with Section 8.01(p) of the Credit Agreement, of the offering of Permitted Debt incurred in reliance on Section 9.02(o) of the Credit Agreement.
[Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective as of the day and year first above written.
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BORROWER:
NORTHERN OIL AND GAS, INC.
By: /s/ Nicholas O’Grady
Name: Nicholas O’Grady
Title: Chief Executive Officer
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Jonathan Herrick
Name: Jonathan Herrick
Title: Director
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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WELLS FARGO BANK,
NATIONAL ASSOCIATION,
as a Lender
By: /s/ Jonathan Herrick
Name: Jonathan Herrick
Title: Director
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Truist Bank, (as successor by merger to
Sun Trust Bank),
as a Lender
By: /s/ Samantha Sanford
Name: Samantha Sanford
Title: Vice President
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Royal Bank of Canada,
as a Lender
By: /s/ Michael Sharp
Name: Michael Sharp
Title: Authorized Signatory
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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U.S. Bank National Association,
as a Lender
By: /s/ Bruce Hernandez
Name: Bruce Hernandez
Title: Senior Vice President
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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FIFTH THIRD BANK, NATIONAL
ASSOCIATION,
as a Lender
By: /s/ Thomas Kleiderer
Name: Thomas Kleiderer
Title: Managing Director
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Kimberly Miller
Name: Kimberly Miller
Title: Director
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Capital One, National Association,
as a Lender
By: /s/ Christopher Kuna
Name: Christopher Kuna
Title: Senior Director
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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CITIZENS BANK, N.A.,
as a Lender
By: /s/ David Baron
Name: David Baron
Title: Vice President
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Citibank, NA,
as a Lender
By: /s/ Bryan McDavid
Name: Bryan McDavid
Title: Senior Vice President
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Cadence Bank,
as a Lender
By: /s/ Eric Broussard
Name: Eric Broussard
Title: Executive Vice President
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Cathay Bank,
as a Lender
By: /s/ Dale T. Wilson
Name: Dale T. Wilson
Title: Senior Vice President
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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CIT Bank, N.A.
as a Lender
By: /s/ John Feeley
Name: John Feeley
Title: Director
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Morgan Stanley Bank, N.A.
as a Lender
By: /s/ Marisa Moss
Name: Marisa B. Moss
Title: Authorized Signatory
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
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Goldman Sachs Lending Partners LLC,
as a Lender
By: /s/ Dan Martis
Name: Dan Martis
Title: Authorized Signatory
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Signature Page to Fifth Amendment to Second Amended and Restated Credit Agreement
Northern Oil and Gas, Inc.
NORTHERN OIL AND GAS ANNOUNCES PROPOSED PRIVATE OFFERING OF $200 MILLION OF ADDITIONAL 8.125% SENIOR NOTES DUE 2028
MINNEAPOLIS--(BUSINESS WIRE)--November 8, 2021-- Northern Oil and Gas, Inc. (NYSE American: NOG) (the “Company”) today announced that it intends to offer for sale (the “Offering”) in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers, $200.0 million in aggregate principal amount of additional 8.125% senior notes due 2028 (the “Additional Notes”). The Additional Notes will be issued under the same indenture as the notes issued by the Company on February 18, 2021 (the “Existing Notes”) and will form a part of the same series of notes as the Existing Notes.
The Company intends to use the net proceeds from the Offering to repay a portion of the outstanding borrowings under its revolving credit facility.
The Additional Notes to be offered will not be registered under the Securities Act or under any state or other securities laws, and the Additional Notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. Person, absent registration or an applicable exemption from registration requirements.
The Additional Notes are being offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or who are non-“U.S. persons” under Regulation S as defined under applicable securities laws.
This press release does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is a company with a primary strategy of investing in non-operated minority working and mineral interests in oil & gas properties, with a core area of focus in the premier basins within the United States.
SAFE HARBOR
This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this press release, are forward-looking statements, including, but not limited to, statements regarding the Company’s plans to issue the Additional Notes and the anticipated use of the net proceeds from the Offering. When used in this press release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “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 production and 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 the Company’s control) that could cause actual results to differ materially from those set forth in the forward looking statements, including the following: changes in crude oil and natural gas prices, the pace of drilling and completions activity on the Company’s properties and properties pending acquisition, the effects of the COVID-19 pandemic and related economic slowdown, the Company’s ability to acquire additional development opportunities, changes in the Company’s reserves estimates or the value thereof, general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company’s ability to consummate any pending acquisition transactions, other risks and uncertainties related to the closing of pending acquisition transactions, the Company’s ability to raise or access 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 the Company’s operations, products, services and prices.
Additional information concerning potential factors that could affect future financial results is included in the section entitled “Item 1A. Risk Factors” and other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause the Company’s actual results to differ from those set forth in the forward-looking statements.
The Company has based these forward-looking statements on its current expectations and assumptions about future events. While 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 the Company’s control. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as may be required by applicable law or regulation, the Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
CONTACT:
Mike Kelly, CFA
Chief Strategy Officer
(952) 476-9800
ir@northernoil.com