FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
Exhibit 10.1
Execution Version
FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Fourth Amendment”) is entered into as of August 23, 2024, by and among Halcón Holdings, LLC, a Delaware limited liability company (the “Borrower”), Macquarie Bank Limited, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders party from time to time to the Credit Agreement referred to below (the “Lenders”), the Lenders party hereto, the Guarantors party hereto and Battalion Oil Corporation, a Delaware corporation (“Holdings”).
RECITALS
WHEREAS, the Borrower, the Administrative Agent and the Lenders are party to that certain Amended and Restated Senior Secured Credit Agreement dated as of November 24, 2021 (as amended by that certain First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of August 2, 2022, that certain Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of November 14, 2022, that certain Corrective Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 6, 2023, and that certain Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 28, 2024, the “Credit Agreement”);
WHEREAS, pursuant to the Credit Agreement, the Lenders have made Loans to the Borrower and provided certain other credit accommodations to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement, and the Lenders party hereto, which constitute the Majority Lenders, have agreed to amend the Credit Agreement upon the terms and conditions set forth herein and to be effective as of the Fourth Amendment Effective Date (as defined below).
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Loan Parties, the Administrative Agent and the Lenders party hereto hereby agree as follows:
(b)Current Ratio. The Borrower will not permit the Current Ratio, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending December 31, 2021), to be less than the applicable level set forth in the following table for the applicable fiscal quarter:
Fiscal Quarter | Current Ratio |
Fiscal quarters ending December 31, 2021 through and including June 30, 2022 | 1.00 to 1.00 |
Fiscal quarter ending September 30, 2022 | 0.90 to 1.00 |
Fiscal quarter ending December 31, 2022 | 0.70 to 1.00 |
Fiscal quarter ending March 31, 2023 | 0.75 to 1.00 |
Fiscal quarters ending June 30, 2023 through and including June 30, 2024 | 1.00 to 1.00 |
Fiscal quarter ending September 30, 2024 | 0.90 to 1.00 |
Each fiscal quarter thereafter | 1.00 to 1.00 |
The Administrative Agent shall notify the Borrower and the Lenders of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding.
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[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed by their respective authorized officers on the date and year first above written.
BORROWER: | HALCÓN HOLDINGS, LLC | ||
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By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Chief Executive Officer and President | ||
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HOLDINGS | |||
(solely with respect to Article IX-A of | |||
| BATTALION OIL CORPORATION | ||
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| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Chief Executive Officer | |
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GUARANTORS: | BATTALION OIL MANAGEMENT, INC. HALCÓN ENERGY PROPERTIES, INC. HALCÓN OPERATING CO., INC. HALCÓN FIELD SERVICES, LLC HALCÓN PERMIAN, LLC | ||
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By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Chief Executive Officer and President | ||
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ADMINISTRATIVE AGENT: | MACQUARIE BANK LIMITED, | ||
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| By: | /s/ Xxxxxx Xxxxxxx | |
| | Name: | Xxxxxx Xxxxxxx |
| | Title: | Division Director |
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| By: | /s/ Xxxxxx Xxxxxx | |
| | Name: | Xxxxxx Xxxxxx |
| | Title: | Division Director |
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| (Signed in Sydney under MBL POA No. 3322, expiring 31 January 2025) |
[Signature Page to Fourth Amendment]
LENDERS: | |||
| ARES CAPITAL CORPORATION, | ||
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| By: | /s/ Xxxxxxx Xxxxxx | |
| | Name: | Xxxxxxx Xxxxxx |
| | Title: | Authorized Signatory |
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| IVY XIX FINANCING, LLC, | ||
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| By: | /s/ Xxxxxx Xxxxxxxxx | |
| | Name: | Xxxxxx Xxxxxxxxx |
| | Title: | Authorized Signatory |
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| CION XXXX DIVESTIFIED CREDIT FUND, | ||
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| By: | /s/ Xxxxxxx Xxxxxx | |
| | Name: | Xxxxxxx Xxxxxx |
| | Title: | Authorized Signatory |
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| FORTRESS CREDIT OPPORTUNITIES IX CLO LIMITED, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES VI CLO LIMITED, | ||
| By: FCOO CLO Management LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Deputy Chief Financial Officer |
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[Signature Page to Fourth Amendment]
| FORTRESS CREDIT OPPORTUNITIES XI CLO LIMITED, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XIX CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XV CLO LIMITED, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Deputy Chief Financial Officer |
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| FLF II HOLDINGS FINANCE L.P., | ||
| By: Fortress Lending Advisors II LLC, its investment manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Authorized Signatory |
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| FLF II MA-CRPTF HOLDINGS FINANCE L.P., | ||
| By: FLF II MA-CRPTF Advisors LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Authorized Signatory |
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[Signature Page to Fourth Amendment]
| FLF II GMS HOLDINGS FINANCE L.P., | ||
| By: FLF II GMS Holdings Finance CM LLC, as servicer | ||
| By: Fortress Lending II Holdings LP, its sole member | ||
| By: Fortress Lending Advisors II LLC, its investment manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Authorized Signatory |
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| FORTRESS CREDIT OPPORTUNITIES XXI CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Deputy Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XXIII CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Xxxxxxx Xxxxxxxx | |
| | Name: | Xxxxxxx Xxxxxxxx |
| | Title: | Authorized Signatory |
[Signature Page to Fourth Amendment]