SEVENTH AMENDMENT TO SENIOR REVOLVING CREDIT AGREEMENT DATED AS OF MARCH 21, 2014 AMONG HALCÓN RESOURCES CORPORATION, AS BORROWER, THE GUARANTORS, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, WELLS FARGO BANK, N.A. AS SYNDICATION AGENT, BANK OF...
Exhibit 10.1
Execution Version
SEVENTH AMENDMENT
TO
SENIOR REVOLVING CREDIT AGREEMENT
DATED AS OF MARCH 21, 2014
AMONG
HALCÓN RESOURCES CORPORATION,
AS BORROWER,
THE GUARANTORS,
JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT,
XXXXX FARGO BANK, N.A.
AS SYNDICATION AGENT,
BANK OF MONTREAL,
AS DOCUMENTATION AGENT,
AND
THE LENDERS PARTY HERETO
X. X. XXXXXX SECURITIES LLC,
AS SOLE LEAD ARRANGER
X. X. XXXXXX SECURITIES LLC AND XXXXX FARGO SECURITIES, LLC,
AS JOINT BOOKRUNNERS
SEVENTH AMENDMENT
TO SENIOR REVOLVING CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO SENIOR REVOLVING CREDIT AGREEMENT (this “Seventh Amendment”) dated as of March 21, 2014 is among HALCÓN RESOURCES CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the undersigned guarantors (the “Guarantors”, and together with the Borrower, the “Obligors”), each of the undersigned lenders party to the Credit Agreement and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
R E C I T A L S
A. The Borrower, the Administrative Agent, the Lenders and the other Agents party thereto, are parties to that certain Senior Revolving Credit Agreement dated as of February 8, 2012 (as amended by the First Amendment dated July 31, 2012, the Second Amendment dated January 25, 2013, the Third Amendment dated April 26, 2013, the Fourth Amendment dated May 8, 2013, the Fifth Amendment dated June 11, 2013, the Sixth Amendment dated October 31, 2013 and as may be further amended, restated, modified or supplemented, the “Credit Agreement”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower and its Subsidiaries.
B. The Borrower has requested and the Administrative Agent and each of the Lenders have agreed to amend certain provisions of the Credit Agreement.
C. NOW, THEREFORE, to induce the Administrative Agent and each of the Lenders to enter into this Seventh Amendment and 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 used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Seventh Amendment. Unless otherwise indicated, all section references in this Seventh Amendment refer to sections of the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Financial Covenants. Section 9.01(a) of the Credit Agreement is amended, in its entirety, effective as of the Seventh Amendment Effective Date to read as follows:
“(a) Interest Coverage Ratio. The Borrower will not, as of the last day of any fiscal quarter, permit its Interest Coverage Ratio to be to be less than (a) for any fiscal quarter ending on or before December 31, 2014, 2.0 to 1.0 and (b) for any fiscal quarter thereafter, 2.5 to 1.0; provided that (i) for the fiscal quarter ended December 31, 2013, the Interest Coverage Ratio shall be calculated by utilizing EBITDA for the three month period then ended multiplied by 4; (ii) for the fiscal quarter ended March 31, 2014, the Interest Coverage Ratio shall be calculated by utilizing EBITDA for the six month period then ended multiplied by
2; and (iii) for the fiscal quarter ended June 30, 2014, the Interest Coverage Ratio shall be calculated by utilizing EBITDA for the nine month period then ended multiplied by 4/3.”
2.2 Annex I. Annex I is amended in its entirety to read as Annex I attached hereto.
Section 3. Increase in Borrowing Base. As of the Seventh Amendment Effective Date, each of the Lenders and the Borrower agree that the amount of the Borrowing Base shall be $800,000,000 and such Borrowing Base shall remain in effect until the Borrowing Base is otherwise redetermined or adjusted in accordance with the Credit Agreement or Section 4 hereof. This provision does not limit the right of the parties to initiate interim redeterminations of the Borrowing Base in accordance with Section 2.07(b) or further adjustments pursuant to Section 2.07(e), Section 2.07(f), Section 8.13(c) or Section 9.13. The parties hereto acknowledge and agree that the Borrowing Base redetermination set forth in this Section 3 shall be deemed to be the Scheduled Redetermination scheduled for May 1, 2014 as provided in Section 2.07(b). This Section 3 constitutes the New Borrowing Base Notice in accordance with Section 2.07(d).
Section 4. Automatic Reduction of the Borrowing Base upon Woodbine Sale. The Borrower has entered into agreements pursuant to which it shall dispose of certain Oil and Gas Properties in Xxxx, Madison, Grimes, Xxxxxx and Brazos Counties, Texas, having reserves in the Woodbine Formation (the “Subject Disposition”). Upon the consummation of the Subject Disposition prior to the next scheduled redetermination date, each of the Lenders and the Borrower agree that the amount of the Borrowing Base shall be automatically reduced by $100,000,000 and such adjusted Borrowing Base shall remain in effect until the Borrowing Base is otherwise redetermined or adjusted in accordance with the Credit Agreement. The Lenders hereby agree that the reduction in the Borrowing Base pursuant to this Section 4 shall satisfy the requirements of Section 9.13(e)(iii) insofar as such requirements apply to the Subject Disposition and no waiver, consent or additional reduction of the Borrowing Base shall be required in connection with the Subject Disposition. This provision does not limit the right of the parties to initiate (a) interim redeterminations of the Borrowing Base in accordance with Section 2.07(b), (b) further adjustments pursuant to Section 2.07(e), Section 2.07(f) or Section 8.13(c), or (c) adjustments pursuant to Section 9.13 not made in connection with the Subject Disposition.
Section 5. Conditions Precedent. This Seventh Amendment shall become effective on the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (such date, the “Seventh Amendment Effective Date”):
5.1 Seventh Amendment. The Administrative Agent shall have received a counterpart of this Seventh Amendment signed by the Borrower, the Guarantors and each of the Lenders.
5.2 Fees. The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Seventh Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
5.3 No Default; No Material Adverse Effect. At the time of and immediately after giving effect to this Seventh Amendment, (a) no Default or Event of Default shall have occurred and be continuing and (b) no event or events shall have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
The Administrative Agent is hereby authorized and directed to declare this Seventh Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Section 6. Miscellaneous.
6.1 Confirmation. The provisions of the Credit Agreement, as amended by this Seventh Amendment, shall remain in full force and effect following the effectiveness of this Seventh Amendment.
6.2 Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Seventh Amendment; (b) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Seventh Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except those which have a materiality qualifier, which shall be true and correct as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date; (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
6.3 Loan Document. This Seventh Amendment is a Loan Document.
6.4 Counterparts. This Seventh Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Seventh Amendment by facsimile or electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.
6.5 NO ORAL AGREEMENT. THIS SEVENTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
6.6 GOVERNING LAW. THIS SEVENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
6.7 Severability. Any provision of this Seventh Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.8 Successors and Assigns. This Seventh Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
6.9 Exiting Lender Assignment. Simultaneously with the effectiveness of this Seventh Amendment, Deutsche Bank Trust Company Americas (the “Exiting Lender”) shall be deemed to have irrevocably sold and assigned to Deutsche Bank AG New York Branch (the “Assignee”), and the Assignee shall be deemed to have irrevocably purchased and assumed from the Exiting Lender, all of the Exiting Lender’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto with respect to the Exiting Lender’s Revolving Commitment, Loans and LC Disbursements owing to such Exiting Lender. Such sales, assignments, purchases and assumptions shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption without the payment of any related assignment fee, and, except for replacement Notes to be provided to the Assignee in the appropriate principal amounts (unless the Assignee requests not to receive such Notes), no other documents or instruments shall be, or shall be required to be, executed in connection with such sales, assignments, purchases and assumptions (all of which are hereby waived). The Exiting Lender and the Assignee shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such sales, assignments, purchases and assumptions.
[This page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly executed as of the date first written above.
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BORROWER: |
HALCÓN RESOURCES CORPORATION | ||
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By: |
/s/ Xxxx X. Xxxx | |
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Name: |
Xxxx X. Xxxx |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
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GUARANTORS: |
HALCÓN HOLDINGS, INC. | ||
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HALCÓN RESOURCES OPERATING, INC. | ||
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HALCÓN ENERGY PROPERTIES, INC. | ||
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HALCÓN ENERGY HOLDINGS, LLC | ||
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HALCÓN GULF STATES, LLC | ||
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HALCÓN OPERATING CO., INC. | ||
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HRC ENERGY RESOURCES (WV), INC. | ||
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HRC ENERGY LOUISIANA, LLC | ||
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HRC PRODUCTION COMPANY | ||
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HALCÓN FIELD SERVICES, LLC | ||
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HALCÓN LOUISIANA OPERATING, L.P. | ||
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HRC ENERGY, LLC | ||
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HRC OPERATING, LLC | ||
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HK ENERGY, LLC | ||
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HK ENERGY OPERATING, LLC | ||
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HK LOUISIANA OPERATING, LLC | ||
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HK OIL & GAS, LLC | ||
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HALCÓN WILLISTON I, LLC | ||
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HALCÓN WILLISTON II, LLC HK RESOURCES, LLC THE 7711 CORPORATION | ||
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By: |
/s/ Xxxx X. Xxxx | |
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Name: |
Xxxx X. Xxxx |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer, for and on behalf of each of the foregoing Guarantors |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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ADMINISTRATIVE AGENT AND LENDER: |
JPMORGAN CHASE BANK, N.A., | ||
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By: |
/s/ Xxx Xxxxxxx | |
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Name: |
Xxx Xxxxxxx |
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Title: |
Authorized Signatory |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
XXXXX FARGO BANK, N.A., as Lender | ||
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By: |
/s/ Xxxx Xxxxx | |
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Name: |
Xxxx Xxxxx |
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Title: |
Vice President |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
BMO XXXXXX FINANCING, INC., | |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Name: Xxxxxx X. Xxxxx |
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Title: Managing Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
BARCLAYS BANK PLC, | |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Vice President |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
SUNTRUST BANK, | |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Vice President |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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CAPITAL ONE, NATIONAL ASSOCIATION, | |
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By: |
/s/ Xxxxxx Xxxxx Xx Xxxx |
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Name: Xxxxxx Xxxxx xx Xxxx |
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Title: Vice President |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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XXXXXXX XXXXX BANK USA, | |
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By: |
/s/ Xxxxxx Xxxxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxxxx |
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Title: Authorized Signatory |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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ROYAL BANK OF CANADA, | |
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By: |
/s/ Xxx X. Xxxxxxx |
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Name: Xxx X. Xxxxxxx |
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Title: Authorized Signatory |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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BANK OF AMERICA, N.A., | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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THE ROYAL BANK OF SCOTLAND PLC, | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Authorized Signatory |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: Authorized Signatory |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, | |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Managing Director |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Managing Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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NATIXIS, | |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Director |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Managing Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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ING CAPITAL LLC, | |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Vice President |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
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COMERICA BANK, | |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Vice President |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
DEUTSCHE BANK TRUST COMPANY OF AMERICAS, | |
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By: |
/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: Vice President |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Vice President |
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DEUTSCHE BANK AG NEW YORK BRANCH | |
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By: |
/s/ Xxxxxxx Xxxx |
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Name: Xxxxxxx Xxxx |
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Title: Vice President |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Vice President |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
SUMITOMO MITSUI BANKING CORPORATION, | |
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By: |
/s/ Xxxxx X. Xxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxx |
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Title: Managing Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
THE BANK OF NOVA SCOTIA, | |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Managing Director |
SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
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LENDER: |
KEYBANK NATIONAL ASSOCIATION as Lender | |
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By: |
/s/ Xxxx Xxxxxxxxxxx |
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Name: Xxxx Xxxxxxxxxxx |
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Title: Vice President |
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SIGNATURE PAGE — SEVENTH AMENDMENT
HALCÓN RESOURCES CORPORATION
ANNEX I
LIST OF MAXIMUM CREDIT AMOUNTS
Aggregate Maximum Credit Amounts
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Name of Lender |
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Applicable Percentage |
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Maximum Credit Amount |
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JPMorgan Chase Bank, N.A. |
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7.29 |
% |
$ |
109,411,764.71 |
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Xxxxx Fargo Bank, N.A. |
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7.29 |
% |
$ |
109,411,764.68 |
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BMO Xxxxxx Financing, Inc. |
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5.88 |
% |
$ |
88,235,294.12 |
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Capital One, National Association |
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5.88 |
% |
$ |
88,235,294.12 |
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SunTrust Bank |
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5.88 |
% |
$ |
88,235,294.12 |
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Royal Bank of Canada |
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5.88 |
% |
$ |
88,235,294.12 |
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The Royal Bank of Scotland plc |
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5.88 |
% |
$ |
88,235,294.12 |
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Credit Agricole Corporate and Investment Bank |
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5.88 |
% |
$ |
88,235,294.12 |
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Natixis |
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5.88 |
% |
$ |
88,235,294.12 |
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Bank of America, N.A. |
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5.88 |
% |
$ |
88,235,294.12 |
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ING Capital LLC |
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5.88 |
% |
$ |
88,235,294.12 |
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Deutsche Bank AG New York Branch |
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5.88 |
% |
$ |
88,235,294.12 |
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Barclays Bank PLC |
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4.94 |
% |
$ |
74,117,647.06 |
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Xxxxxxx Xxxxx Bank USA |
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4.94 |
% |
$ |
74,117,647.06 |
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Credit Suisse AG, Cayman Islands Branch |
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4.47 |
% |
$ |
67,058,823.53 |
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Comerica Bank |
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3.06 |
% |
$ |
45,882,352.94 |
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Sumitomo Mitsui Banking Corporation |
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3.06 |
% |
$ |
45,882,352.94 |
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The Bank of Nova Scotia |
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3.06 |
% |
$ |
45,882,352.94 |
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KeyBank National Association |
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3.06 |
% |
$ |
45,882,352.94 |
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TOTAL: |
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100.0 |
% |
$ |
1,500,000,000.00 |
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