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,

 

WELLS FARGO BANK, N.A.
 AS SYNDICATION AGENT,

 

BANK OF MONTREAL,
 AS DOCUMENTATION AGENT,

 

AND

 

THE LENDERS PARTY HERETO


 



 

J. P. MORGAN SECURITIES LLC,

AS SOLE LEAD ARRANGER

 

J. P. MORGAN SECURITIES LLC AND WELLS 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

 

1











 

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 Leon, Madison, Grimes, Walker 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.

 

2











 

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.

 

3











 

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.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly executed as of the date first written above.

 

	
BORROWER:
    	
HALCÓN RESOURCES CORPORATION
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark J. Mize
    
	
 
    	
 
    	
Name:
    	
Mark   J. Mize
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President, Chief Financial Officer and Treasurer
    
	
 
    	
 
    
	
GUARANTORS:
    	
HALCÓN   HOLDINGS, INC.
    
	
 
    	
HALCÓN   RESOURCES OPERATING, INC.
    
	
 
    	
HALCÓN   ENERGY PROPERTIES, INC.
    
	
 
    	
HALCÓN   ENERGY HOLDINGS, LLC
    
	
 
    	
HALCÓN   GULF STATES, LLC
    
	
 
    	
HALCÓN   OPERATING CO., INC.
    
	
 
    	
HRC   ENERGY RESOURCES (WV), INC.
    
	
 
    	
HRC   ENERGY LOUISIANA, LLC
    
	
 
    	
HRC   PRODUCTION COMPANY
    
	
 
    	
HALCÓN   FIELD SERVICES, LLC
    
	
 
    	
HALCÓN   LOUISIANA OPERATING, L.P.
    
	
 
    	
HRC   ENERGY, LLC
    
	
 
    	
HRC   OPERATING, LLC
    
	
 
    	
HK   ENERGY, LLC
    
	
 
    	
HK   ENERGY OPERATING, LLC
    
	
 
    	
HK   LOUISIANA OPERATING, LLC
    
	
 
    	
HK   OIL & GAS, LLC
    
	
 
    	
HALCÓN   WILLISTON I, LLC
    
	
 
    	
HALCÓN   WILLISTON II, LLC  

HK   RESOURCES, LLC  

THE   7711 CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark J. Mize
    
	
 
    	
 
    	
Name:
    	
Mark   J. Mize
    
	
 
    	
 
    	
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

 











 

	
ADMINISTRATIVE   AGENT AND LENDER:
    	
JPMORGAN CHASE BANK, N.A.,
    as Administrative Agent and Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ron Dierker
    
	
 
    	
 
    	
Name:
    	
Ron   Dierker
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
WELLS FARGO BANK, N.A.,

as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Todd Fogle
    
	
 
    	
 
    	
Name:
    	
Todd   Fogle
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
BMO HARRIS FINANCING, INC.,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Joseph A. Bliss
    
	
 
    	
 
    	
Name:   Joseph A. Bliss
    
	
 
    	
 
    	
Title:  Managing Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
BARCLAYS BANK PLC,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Noam Azachi
    
	
 
    	
 
    	
Name:   Noam Azachi
    
	
 
    	
 
    	
Title:   Vice President
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
SUNTRUST BANK,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Shannon Juhan
    
	
 
    	
 
    	
Name: Shannon Juhan
    
	
 
    	
 
    	
Title: Vice President
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 




 









 

	
LENDER:
    	
 
    	
CAPITAL ONE, NATIONAL ASSOCIATION,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:   
    	
/s/   Victor Ponce De León
    
	
 
    	
 
    	
 
    	
Name:   Victor Ponce de León
    
	
 
    	
 
    	
 
    	
Title:   Vice President
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
GOLDMAN SACHS BANK USA,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:   
    	
/s/   Ashwin Ramakrishna
    
	
 
    	
 
    	
 
    	
Name:   Ashwin Ramakrishna
    
	
 
    	
 
    	
 
    	
Title:   Authorized Signatory
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
ROYAL BANK OF CANADA,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Jay T. Sartain
    
	
 
    	
 
    	
 
    	
Name:   Jay T. Sartain
    
	
 
    	
 
    	
 
    	
Title:   Authorized Signatory
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
BANK OF AMERICA, N.A.,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Bryan Heller
    
	
 
    	
 
    	
 
    	
Name:   Bryan Heller
    
	
 
    	
 
    	
 
    	
Title:   Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
THE ROYAL BANK OF SCOTLAND PLC,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Sanjay Remond
    
	
 
    	
 
    	
 
    	
Name:   Sanjay Remond
    
	
 
    	
 
    	
 
    	
Title:   Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Michael Spaight
    
	
 
    	
 
    	
 
    	
Name:   Michael Spaight
    
	
 
    	
 
    	
 
    	
Title:   Authorized Signatory
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Samuel Miller
    
	
 
    	
 
    	
 
    	
Name:   Samuel Miller
    
	
 
    	
 
    	
 
    	
Title:   Authorized Signatory
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Sharada Manne
    
	
 
    	
 
    	
 
    	
Name:   Sharada Manne
    
	
 
    	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Michael D. Willis
    
	
 
    	
 
    	
 
    	
Name:   Michael D. Willis
    
	
 
    	
 
    	
 
    	
Title:   Managing Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
NATIXIS,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Justin Bellamy
    
	
 
    	
 
    	
 
    	
Name:   Justin Bellamy
    
	
 
    	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Parker Laville
    
	
 
    	
 
    	
 
    	
Name:   Parker Laville
    
	
 
    	
 
    	
 
    	
Title:   Managing Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
ING CAPITAL LLC,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:   
    	
/s/   Josh Strong
    
	
 
    	
 
    	
 
    	
Name:   Josh Strong
    
	
 
    	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Michael Price
    
	
 
    	
 
    	
 
    	
Name:   Michael Price
    
	
 
    	
 
    	
 
    	
Title:   Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
 
    	
COMERICA BANK,
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   William Robinson
    
	
 
    	
 
    	
 
    	
Name:   William Robinson
    
	
 
    	
 
    	
 
    	
Title:   Vice President
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 












 

	
LENDER:
    	
DEUTSCHE BANK TRUST COMPANY OF AMERICAS, 
    as Exiting Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Getz
    
	
 
    	
 
    	
Name:   Michael Getz
    
	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Shannon
    
	
 
    	
 
    	
Name:   Michael Shannon
    
	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG NEW YORK BRANCH  
   as Assignee 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Getz
    
	
 
    	
 
    	
Name:   Michael Getz
    
	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Shannon
    
	
 
    	
 
    	
Name:   Michael Shannon
    
	
 
    	
 
    	
Title:   Vice President
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
SUMITOMO MITSUI BANKING CORPORATION, 
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   James D. Weinstein
    
	
 
    	
 
    	
Name:   James D. Weinstein
    
	
 
    	
 
    	
Title:   Managing Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
THE BANK OF NOVA SCOTIA, 
    as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Terry Donovan
    
	
 
    	
 
    	
Name:   Terry Donovan
    
	
 
    	
 
    	
Title:   Managing Director
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

	
LENDER:
    	
KEYBANK NATIONAL ASSOCIATION as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Dravenstott
    
	
 
    	
 
    	
Name:   John Dravenstott
    
	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    


 

SIGNATURE PAGE — SEVENTH AMENDMENT

HALCÓN RESOURCES CORPORATION

 











 

ANNEX I

 

LIST OF MAXIMUM CREDIT AMOUNTS

 

Aggregate Maximum Credit Amounts

 

	
Name of Lender
    	
 
    	
Applicable Percentage
    	
 
    	
Maximum Credit Amount
    	
 
    
	
JPMorgan Chase Bank, N.A.
    	
 
    	
7.29
    	
%
    	
$
    	
109,411,764.71
    	
 
    
	
Wells Fargo Bank, N.A.
    	
 
    	
7.29
    	
%
    	
$
    	
109,411,764.68
    	
 
    
	
BMO Harris Financing, Inc.
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
Capital One, National Association
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
SunTrust Bank
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
Royal Bank of Canada
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
The Royal Bank of Scotland plc
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
Credit Agricole Corporate and Investment Bank
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
Natixis
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
Bank of America, N.A.
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
ING Capital LLC
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
Deutsche Bank AG New York Branch
    	
 
    	
5.88
    	
%
    	
$
    	
88,235,294.12
    	
 
    
	
Barclays Bank PLC
    	
 
    	
4.94
    	
%
    	
$
    	
74,117,647.06
    	
 
    
	
Goldman Sachs Bank USA
    	
 
    	
4.94
    	
%
    	
$
    	
74,117,647.06
    	
 
    
	
Credit Suisse AG, Cayman Islands Branch
    	
 
    	
4.47
    	
%
    	
$
    	
67,058,823.53
    	
 
    
	
Comerica Bank
    	
 
    	
3.06
    	
%
    	
$
    	
45,882,352.94
    	
 
    
	
Sumitomo Mitsui Banking Corporation
    	
 
    	
3.06
    	
%
    	
$
    	
45,882,352.94
    	
 
    
	
The Bank of Nova Scotia
    	
 
    	
3.06
    	
%
    	
$
    	
45,882,352.94
    	
 
    
	
KeyBank National Association
    	
 
    	
3.06
    	
%
    	
$
    	
45,882,352.94
    	
 
    
	
TOTAL:
    	
 
    	
100.0
    	
%
    	
$
    	
1,500,000,000.00
    	
 
    


 

Annex I