Item 1.01 Entry into a Material Definitive Agreement.



On June 7, 2022, Northern Oil and Gas, Inc. (the "Company") entered into the
$2.50 billion Third Amended and Restated Credit Agreement (the "Revolving Credit
Facility") with Wells Fargo Bank, National Association, as administrative agent
and collateral agent, and the lenders from time to time party thereto. The
Revolving Credit Facility matures five years from the closing date. The initial
elected commitment amount under the Revolving Credit Facility is $850 million.

The Revolving Credit Facility is initially comprised of revolving loans and
letters of credit and is subject to a Borrowing Base (as defined in the
Revolving Credit Facility) with maximum loan value to be assigned to the proved
reserves attributable to the Company and its subsidiaries' (if any) oil and gas
properties. The initial Borrowing Base is $1.30 billion until the next scheduled
redetermination. The Company's borrowing availability is set at the lesser of
the Borrowing Base and the elected commitment amount. The Borrowing Base will be
redetermined semiannually on or around April 1st and October 1st, with one
interim "wildcard" redetermination available each calendar year to each of the
Company and the Required Lenders (as defined in the Revolving Credit Facility).
The April 1st scheduled redetermination shall be based on a January 1st
engineering report audited by a third party (reasonably acceptable to the
Administrative Agent (as defined in the Revolving Credit Facility)). The Company
has the option to seek commitments for term loans up to a maximum principal
amount of $500 million, which such term loans (if obtained) are to be subject to
the Borrowing Base and the other terms of the Revolving Credit Facility.

At the Company's option, borrowings under the Revolving Credit Facility shall
bear interest at the base rate or SOFR plus an applicable margin. Base rate
loans bear interest at a rate per annum equal to the greatest of: (i) the agent
bank's prime rate; (ii) the federal funds effective rate plus 50 basis points;
and (iii) the adjusted SOFR rate for a one-month interest period plus 100 basis
points. The applicable margin for base rate loans ranges from 125 to 225 basis
points, and the applicable margin for SOFR loans ranges from 225 to 325 basis
points, in each case depending on utilization.

The Revolving Credit Facility contains negative covenants that limit the
Company's ability, among other things, to pay dividends, incur additional
indebtedness, sell assets, enter into certain derivatives contracts, change the
nature of its business or operations, merge, consolidate, or make certain types
of investments. In addition, the Revolving Credit Facility requires that the
Company comply with the following financial covenants: (i) as of the date of
determination, the ratio of total net debt to EBITDAX (as defined in the
Revolving Credit Facility) shall be no more than 3.50 to 1.00, measured on a
rolling four quarter basis, and (ii) the current ratio (defined as consolidated
current assets including unused amounts of the total commitments, but excluding
non-cash assets under FASB ASC 815, divided by consolidated current liabilities
excluding current non-cash obligations under FASB ASC 815, current maturities
under the Revolving Credit Facility and current maturities of any long-term
debt) shall not be less than 1.00 to 1.00.

The Company's obligations under the Revolving Credit Facility may be
accelerated, subject to customary grace and cure periods, upon the occurrence of
certain Events of Default (as defined in the Revolving Credit Facility). Such
Events of Default include customary events for a financing agreement of this
type, including, without limitation, payment defaults, the inaccuracy of
representations and warranties, defaults in the performance of affirmative or
negative covenants, defaults on other indebtedness of the Company or its
subsidiaries, defaults related to judgments and the occurrence of a Change in
Control (as defined in the Revolving Credit Facility).

The Company's obligations under the Revolving Credit Facility are secured by
mortgages on not less than 90% of the value of proven reserves associated with
the oil and gas properties included in the determination of the Borrowing Base.
Additionally, the Company entered into a Guaranty and Collateral Agreement in
favor of the Collateral Agent (as defined in the Revolving Credit Facility) for
the secured parties, pursuant to which the Company's obligations under the
Revolving Credit Facility are secured by a first priority security interest in
substantially all of the Company's assets.

The foregoing description of the Revolving Credit Facility is not complete and is qualified in its entirety by reference to the full text of the Revolving Credit Facility, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

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 regarding the terms of the Revolving Credit Facility is incorporated by reference into this Item 2.03.

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Item 7.01. Regulation FD Disclosure.

On June 7, 2022, the Company issued a press release announcing the entry into the Revolving Credit Facility. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.



On June 7, 2022, the Company issued a press release announcing the entry into an
agreement to acquire properties in the Williston Basin and other matters. A copy
of the press release is furnished as Exhibit 99.2 to this report and
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



  Exhibit Number                                           Description
           10.1*         Third Amended and Restated Credit Agreement, dated

as of June 7, 2022, among

Northern Oil and Gas, Inc., Wells Fargo Bank,

National Association, as


                         administrative agent and collateral agent, and the

lenders from time to time


                         party thereto
            99.1         Press release of Northern Oil and Gas, Inc.,

regarding revolving credit


                         facility, dated June 7, 2022.
            99.2         Press release of Northern Oil and Gas, Inc.,

regarding acquisition and other


                         matters, dated June 7, 2022.
               104       The cover page from this Current Report on Form

8-K, formatted in Inline XBRL.

________________



*  The schedules and exhibits to the agreement have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit
will be furnished to the SEC upon request.

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