HALCÓN RESOURCES CORPORATION 12.0% Second Lien Senior Secured Notes due 2022 INDENTURE Dated as of December 21, 2015 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • December 22nd, 2015 • Halcon Resources Corp • Crude petroleum & natural gas • New York
THIS INDENTURE, dated as of December 21, 2015, is among HALCÓN RESOURCES CORPORATION, a Delaware corporation (the “Company”), each of the GUARANTORS (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
COLLATERAL TRUST JOINDER — ADDITIONAL DEBTCollateral Trust Joinder • December 22nd, 2015 • Halcon Resources Corp • Crude petroleum & natural gas
Reference is made to the Collateral Trust Agreement, dated as of May 1, 2015 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”), among Halcón Resources Corporation, a Delaware corporation (the “Company”), the Guarantors from time to time party thereto, U.S. Bank National Association, as Trustee under the Indenture (as defined therein), and U.S. Bank National Association, as Collateral Trustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Collateral Trust Joinder is being executed and delivered pursuant to Section 3.8 of the Collateral Trust Agreement as a condition precedent to the debt for which the undersigned is acting as agent being entitled to the benefits of being Additional Parity Lien Debt under the Collateral Trust Agreement.
PRIORITY CONFIRMATION JOINDERPriority Confirmation Joinder • December 22nd, 2015 • Halcon Resources Corp • Crude petroleum & natural gas
Reference is made to the Intercreditor Agreement, dated as of May 1, 2015 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Intercreditor Agreement”) between JPMORGAN CHASE BANK, N.A., as Priority Lien Agent for the Priority Lien Secured Parties (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Trustee for the Second Lien Secured Parties (as defined therein) and U.S. BANK NATIONAL ASSOCIATION, as Third Lien Collateral Trustee for the Third Lien Secured Parties (as defined therein).
FIRST AMENDMENT TO SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • December 22nd, 2015 • Halcon Resources Corp • Crude petroleum & natural gas • New York
This First Amendment to Second Lien Security Agreement (this “Security Amendment”), dated December 21, 2015, amends that certain Second Lien Security Agreement dated as of May 1, 2015, made by HALCÓN RESOURCES CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware and each of the other Grantors party thereto, in favor of U.S. BANK NATIONAL ASSOCIATION, as collateral trustee (the “Collateral Trustee”) for the Secured Parties (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; each capitalized term used and not defined herein has the meaning assigned to such term in the Security Agreement). Notwithstanding anything to the contrary contained in the Security Agreement, the undersigned hereby agree that this Security Amendment may be attached to the Security Agreement.
