Amendment No. 1 to Credit Agreement, by and among Northern Oil and Gas, Inc., the lenders party thereto and TPG Specialty Lending, Inc., as administrative agent and collateral agent

Ladies and Gentlemen:

Reference is hereby made to that certain Term Loan Credit Agreement, dated as of November 1, 2017 (as amended prior to the date hereof, the “Credit Agreement”), among Northern Oil and Gas, Inc., a Minnesota corporation (the “Borrower”), TPG Specialty Lending, Inc., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent, and the lenders from time to time party thereto (the “Lenders”). Unless otherwise defined herein, all terms used herein which are defined in the Credit Agreement shall have the meaning assigned to such terms in the Credit Agreement.

1.Request for Waiver and Consent.

The Borrower has advised the Administrative Agent and the Lenders that (i) the Borrower intends to raise not less than $156,000,000 from one or more issuances of its common stock on or prior to May 31, 2018 (the “Specified Equity Issuance”) as a condition precedent to the exchange of certain of its outstanding 8.00% Senior Notes due 2020 for common stock in the Borrower and certain Senior Secured Second Lien Notes to be issued by the Borrower on the terms described in the term sheet attached hereto as Exhibit A pursuant to and as more particularly described in that certain Exchange Agreement, dated as of January 31, 2018, between the Borrower and the noteholders party thereto, and (ii) in the absence of the waiver provided herein, the Borrower would be required to prepay the Loans with (or otherwise notify the Administrative Agent of its intent to timely reinvest in accordance with the Credit Agreement) 100% of the Net Cash Proceeds of the Specified Equity Issuance pursuant to Section 3.04(b)(iii) of the Credit Agreement (the “Equity Issuance Prepayment Requirement”). The Borrower has requested that the Administrative Agent and the Lenders enter into this letter agreement (this “Letter Agreement”) to waive the Equity Issuance Prepayment Requirement, and the Administrative Agent and the Lenders have agreed to enter into this Letter Agreement on the terms and conditions set forth herein.

In reliance on the representations, warranties, covenants and agreements contained in this Letter Agreement (including, without limitation, the amendments to the Credit Agreement provided for in Section 3 hereof and the agreement of the parties in Section 4 hereof), the Administrative Agent and the Lenders hereby waive the Equity Issuance Prepayment Requirement solely with respect to the Specified Equity Issuance; provided that such waiver shall only apply to a maximum amount of Net Cash Proceeds from the Specified Equity Issuance equal to $156,000,000. Nothing contained herein shall be deemed a consent to,

or waiver of, any other action or inaction of any Credit Party which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Loan Document, or which results (or would result) in a Default or Event of Default under the Credit Agreement or any other Loan Document. The Administrative Agent and the Lenders shall have no obligation to grant any future waivers, consents or amendments with respect to the Credit Agreement or any other Loan Document, and the parties hereto agree that the waiver provided herein shall constitute a one-time waiver, shall not constitute a course of dealing among the parties, and shall not waive, affect or diminish any right of Administrative Agent and the Lenders to hereafter demand strict compliance with the Credit Agreement and the other Loan Documents.

3.Amendments to Credit Agreement.

In reliance on the representations, warranties, covenants and agreements contained in this Letter Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Credit Agreement as follows:

(a) The definition of “Permitted Junior Lien Debt” in Section 1.02 of the Credit Agreement is hereby amended and restated as set forth below:

“Permitted Junior Lien Debt” means Debt secured by a Lien junior in priority to the Liens securing the Secured Obligations and satisfies the following conditions: (a) such Debt does not have an interest rate that would cause any non-compliance with Section 9.22; (b) such Debt (or the documents governing such Debt) shall not contain (i) any individual financial maintenance covenant or event of default that is more restrictive or onerous with respect to the Borrower and the Subsidiaries than any individual financial maintenance covenant or event of default, as applicable, in this Agreement, unless this Agreement is validly amended substantially contemporaneously with the issuance or incurrence of such Debt (or occurrence of such other event, such as an exchange or conversion, that causes such Debt to become outstanding) to include such applicable and more restrictive or onerous financial maintenance covenants or events of default, (ii) any covenants (other than financial maintenance covenants) that are more onerous or restrictive with respect to the Borrower and the Subsidiaries than the covenants in this Agreement, unless this Agreement is validly amended substantially contemporaneously with the issuance or incurrence of such Debt (or occurrence of such other event, such as an exchange or conversion, that causes such Debt to become outstanding) to include such applicable and more restrictive or onerous covenants, (iii) restrictions on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as collateral security for the Secured Obligations, or (iv) any prohibition on the prior repayment of any Secured Obligations; (c) the Liens securing such Debt are subordinated to the Liens securing the Secured Obligations and such Liens and the terms of such Debt are subject to the Second Lien Intercreditor Agreement and the security documents creating junior liens securing such Debt shall be reasonably acceptable to the Administrative Agent; (d) at the time of issuing or incurring such Debt (or the occurrence of such other event, such as an exchange or conversion, that causes such Debt to become outstanding) (i) no Default has occurred and is then continuing, (ii) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt, and (iii) after giving effect to the issuance or incurrence (or otherwise becoming outstanding) thereof, the Borrower is in pro forma compliance with the financial covenants contained in Section 9.01, (e) the terms of such Debt (or the documents governing such Debt) do not provide for a maturity date or any scheduled principal repayment, mandatory principal redemption or sinking fund obligation in each case prior to the 180^th day after the Maturity Date (other than customary offers to purchase upon

a change of control, asset sale, or casualty or condemnation event (so long as any such mandatory prepayment or offer to purchase in respect of any asset sale, casualty or condemnation event is made subject to the applicable prepayment provisions set forth in this Agreement) and customary acceleration rights after an event of default), (f) the outstanding principal amount of the Loans at any time such Debt is issued or incurred (or the occurrence of such other event, such as an exchange or conversion, that causes such Debt to become outstanding) is at least $360,000,000 and (g) substantially contemporaneously with the issuance or incurrence (or the occurrence of such other event, such as an exchange or conversion, that causes such Debt to become outstanding) of such Debt, the definitions of “Call Protection Amount” and “Yield Maintenance Amount” contained in this Agreement and any related provisions of this Agreement are validly amended to the extent necessary so that the time periods (including the time periods with respect to the Initial Term Loans, which for the avoidance of doubt, shall be amended so that such time periods are deemed to commence on the date that such Permitted Junior Lien Debt is incurred) and percentages contained in the call protection, prepayment premium and yield maintenance provisions applicable to the Loans are no less favorable (from the perspective of the Lenders) than the more favorable (from the perspective of the Lenders) of the time periods and percentages for the call protection, prepayment premium and yield maintenance provisions (i) set forth in the second lien notes term sheet attached as Exhibit A to the Letter Agreement, dated March __, 2018, between the Administrative Agent, the Borrower and the Lenders party thereto and (ii) of such Debt.

(b)    Section 6.02 of the Credit Agreement is hereby amended by replacing clause (g) thereof with the new clauses (g) and (h) set forth below:

(g)    After giving pro forma effect to such Loan, the sum of (i) the aggregate outstanding principal amount of the Loans, plus (ii) the aggregate amount of any Call Protection Amount and any Yield Maintenance Amount that would be due, in each case calculated as if the entire principal amount of the Loans was repaid on the date of such borrowing, plus (iii) the amount of any accrued but unpaid interest and fees shall be less than or equal to $460,000,000.

(h)    After the Effective Date, the Borrower shall have delivered a certificate to the Administrative Agent representing and warranting on the date thereof to the matters specified in Section 6.02(a), (b), (d), (e) and (g) (and attached to such certificate are reasonably detailed calculations demonstrating compliance with Section 9.01).

4.Additional Borrowing. In reliance on the representations, warranties, covenants and agreements contained in this Letter Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Borrower shall, no later than June 1, 2018, submit a Borrowing Request, together with such other documents and instruments required by the Credit Agreement, in order to borrow Delayed Draw Loans in an amount not less than $60,000,000, and no later than five Business Days after delivering such Borrowing Request, consummate such borrowing. Solely with respect to the borrowing described in this Section 4, the Administrative Agent and the Lenders agree to waive the condition precedent contained in Section 6.02(e) of the Credit Agreement.

5.Confirmation and Effect. The provisions (other than as amended by this Letter Agreement) of the Credit Agreement shall remain in full force and effect in accordance with its terms following the date hereof. Each reference in the Credit Agreement (as amended hereby) to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed

and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended hereby.

6.Representations and Warranties; Ratifications and Affirmations of the Credit Parties. To induce the Lenders and the Administrative Agent to enter into this Letter Agreement, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent as follows:

The Borrower (x) ratifies and affirms its obligations under the Credit Agreement and the other Loan Documents to which it is a party and (y) acknowledges the validity, enforceability and binding effect against the Borrower of the Credit Agreement and each other Loan Document to which it is a party, each as modified hereby.

7.Miscellaneous.     The parties hereto hereby agree that (a) this Letter Agreement may be executed in counterparts, and all parties need not execute the same counterpart; fax or other electronic transmission (e.g., “.pdf”) shall be effective as delivery of a manually executed original counterpart hereof, and this Letter Agreement shall become effective when signed by the Borrower, the Administrative Agent and each of the Lenders, (b) the expense reimbursement and indemnification provisions of Section 12.03 of the Credit Agreement are hereby incorporated by reference and made a part hereof, (c) THIS LETTER AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES REGARDING THE MATTERS SET FORTH HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES AND THAT THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES, (d) this Letter Agreement constitutes a “Loan Document” under and as defined in Section 1.02 of the Credit Agreement and, notwithstanding anything to the contrary herein or any other Loan Document, any failure to comply with the terms of this Letter Agreement by the Borrower shall constitute an immediate Event of Default under Section 10.01 of the Credit Agreement with no cure period, and (e) this Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Please evidence your agreement to each of the provisions of this Letter Agreement by executing a counterpart hereof where indicated and returning a fully executed counterpart to the Administrative Agent.

Capitalized terms used but not otherwise defined in this Summary of Indicative Terms and Conditions (this “Term Sheet”) shall have the meaning assigned to such terms in the Exchange Agreement to which this Exhibit A is attached.