Exhibit 10.2

 

EXECUTION VERSION

 

CONSENT AND AMENDMENT

TO RESTRUCTURING SUPPORT AGREEMENT

 

THIS CONSENT AND AMENDMENT dated as of July 22, 2016 (this “Amendment”) is entered into by and among (i) Halcón Resources Corporation (“Holdings” and, together with certain of its subsidiaries that are parties hereto and listed on Schedule 1 hereto, the “Company”) and (ii) the undersigned Consenting Creditors comprising the Requisite Creditors. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the RSA (as defined below).

 

WHEREAS, the Parties entered into a certain Restructuring Support Agreement dated as of June 9, 2016 (the “RSA”).

 

AND WHEREAS, the Parties wish to amend certain provisions of the RSA and consent to certain matters with respect to the Second Lien Notes.

 

AND WHEREAS, the Parties wish to take such actions necessary to give effect to the foregoing.

 

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and in the RSA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

 

Section 1.       Amendment to Term Sheet.  With respect to the Term Sheet, the first sentence of the last paragraph under the heading “Restructuring Summary” is hereby amended and restated in its entirety as follows:

 

“No later than two (2) business days prior to the Commencement Date, the Company will pay via wire transfer cash interest with respect to the (i) Third Lien Noteholders through the later of May 15, 2016 and the date on which interest and/or dividends are paid on the Unsecured Notes, the Convertible Note or the Preferred Stock and (ii) Unsecured Noteholders through the later of May 15, 2016 and the date on which interest and/or dividends are paid on the Third Lien Notes, the Convertible Note or the Preferred Stock, and on the date of such interest payments, the Company will notify the respective advisors to the Requisite Third Lien Noteholders and the Requisite Unsecured Noteholders of the making of such payments.”

 

Section 2.       Amendment to RSA.  Section 4 of the RSA is hereby amended by adding the following paragraph at the end of such section:

 

“(c)       The Plan shall not specify how distributions will be allocated between principal and interest, and the Company shall amend the Plan dated as of June 20, 2016 to remove any references to distributions being allocated to principal or

 











 

interest, including by removing Section 6.11, no later than three (3) business days before the Confirmation Hearing.”

 

Section 3.        Consent. The Company and the undersigned Consenting Creditors hereby agree to the treatment of the Second Lien Notes, including without limitation, the related amendment to the Second Lien Notes and Second Lien Indentures, as set forth on the term sheet attached hereto as Exhibit A.

 

Section 4.        Miscellaneous.

 

4.1       This Amendment shall become effective and binding upon each Party upon the execution and delivery by such Party of an executed signature page hereto and shall become effective and binding on all Parties upon receipt by the Company of executed signature pages from each of (i) the Requisite Third Lien Noteholders, (ii) the Requisite Unsecured Noteholders, (iii) the Convertible Noteholder and (iv) the Requisite Preferred Holders.

 

4.2       Except as specifically set forth herein, the terms of the RSA shall remain in full force and effect and are hereby ratified and confirmed.

 

4.3       This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement.  Execution copies of this Amendment delivered by facsimile or PDF shall be deemed to be an original for the purposes of this paragraph.

 

[Signature Page Follows]

 

2











 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first written above.

 

	
 
    	
HALĆON PARTIES
    
	
 
    	
 
    
	
 
    	
HALĆON   RESOURCES CORPORATION
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson 
    
	
 
    	
 
    	
Name:
    	
 Floyd Wilson
    
	
 
    	
 
    	
Title:
    	
Chairman   of the Board and Chief
    
	
 
    	
 
    	
 
    	
Executive   Officer
    
	
 
    	
 
    


 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN HOLDINGS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HK RESOURCES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson 
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    


SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
THE 7711 CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    


SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN GULF STATES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN LOUISIANA OPERATING, L.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
Halcón   Gulf States, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson 
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    
	
 
    	
 
    
					


SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN FIELD SERVICES, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson 
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
President   and Chief Executive Officer
    


 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN ENERGY PROPERTIES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson 
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 












 

	
 
    	
HALCÓN OPERATING CO., INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN WILLISTON I, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN WILLISTON II, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN RESOURCES OPERATING, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

 

	
 
    	
HRC ENERGY LOUISIANA, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 












 

	
 
    	
HRC ENERGY RESOURCES (WV), INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HRC PRODUCTION COMPANY
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HALCÓN ENERGY HOLDINGS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HRC ENERGY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HK ENERGY, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HK LOUISIANA OPERATING, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 












 

	
 
    	
HK OIL & GAS, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HK ENERGY OPERATING, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

	
 
    	
HRC OPERATING, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Floyd C. Wilson
    
	
 
    	
 
    	
Name:
    	
Floyd   Wilson
    
	
 
    	
 
    	
Title:
    	
Chief   Executive Officer
    


 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

CONSENTING CREDITOR

 

[Consenting Creditor Signature Pages Omitted]

 

 

SIGNATURE PAGE TO CONSENT AND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

 











 

EXHIBIT A

 

Second Lien Note Amendment Term Sheet

 












 

HALCÓN RESOURCES CORPORATION

TERM SHEET

 

JULY 22, 2016

 

This term sheet sets forth the principal terms of a proposed amendment (“Amendment”) to the Second Lien Note Indentures (as defined below) to be implemented pursuant to a consent solicitation, consistent with the terms set forth herein. Reference is hereby made to that certain restructuring support agreement dated June 9, 2016, by and among the Company and the Consenting Creditors (the “Restructuring Support Agreement”). (1)

 

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, ONLY WILL BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND/OR OTHER APPLICABLE LAWS. THIS TERM SHEET HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT PURPOSES ONLY AND IS SUBJECT TO THE PROVISIONS OF RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL RULES. THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN IS STRICTLY CONFIDENTIAL AND SHALL NOT BE SHARED WITH ANY OTHER PARTY ABSENT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

 

THE TERMS SET FORTH HEREIN ARE FOR DISCUSSION PURPOSES ONLY AND REMAIN SUBJECT TO APPROVAL BY THE LENDERS UNDER THE REVOLVING CREDIT AGREEMENT, THE REQUISITE CREDITORS UNDER THE RESTRUCTURING SUPPORT AGREEMENT, AND THE BOARD OF DIRECTORS OF THE COMPANY.

 

Transaction Overview

 

	
Notes   and Indentures to be Amended:
    	
The Company is prepared to enter into the Amendment,   consistent with the terms set forth herein, to: (a) the 8.625% Senior   Secured Notes (the “8.625% Second Lien Notes”)   issued under that certain indenture, dated as of May 1, 2015, by and   among Holdings, as issuer, each of the guarantors named therein, and U.S.   Bank National Association, as trustee (as amended, modified, or otherwise   supplemented from time to time, the “8.625% Second Lien Note   Indenture”) and (b) the 12.0% Senior Secured Notes (the “12.0% Second Lien Notes” and,   together with the 8.625% Second Lien Notes, the “Second   Lien Notes” and the holders of such Second Lien Notes, the “Second Lien Noteholders”) issued   under that certain indenture, dated as of December 21, 2015, by and among   Holdings, as issuer, each of the guarantors named therein, and U.S. Bank   National Association, as trustee (as amended, modified or otherwise supplemented   from time to time, the “12.0% Second Lien Note   Indenture” and, together with the 8.625% Second Lien Note   Indenture, the “Second Lien Note Indentures”).
    
	
 
    	
 
    
	
Proposed   Amendments:
    	
On or as soon as reasonably practicable following   the Effective Date of the Plan, the Second Lien Note Indentures and any the   other applicable Note Documents (as defined in the Second Lien Note   Indenture) will be amended as follows:

 

Incurrence of   Indebtedness/Lien Covenants

 

·                  Section 4.3(b)(1):   Section 4.3(b)(1)(a)(i) to be amended and restated as $900.0   million. The remaining provisions of Section 4.3(b)(1) shall remain   unchanged.
    


 




(1) Capitalized terms used but not otherwise herein defined have the meanings ascribed to them in the Restructuring Support Agreement or the Second Lien Note Indentures, as applicable.

 











 

	
 
    	
·                  Section 4.3(b)(3):   $150 million Parity Lien Debt basket to be deleted.

 

·                  Section 4.5:   Subsection (14) of the definition of Permitted Liens to be amended to delete   any references to other Parity Lien Debt.

 

Restricted Payments   Covenant

 

·                  Section 4.4(b)(3):   Amend Section 4.4(b)(3) to adjust the start date for measuring the   Consolidated Net Income builder basket period from April 1, 2015, to the   beginning of the fiscal quarter after the Effective Date of the Plan.

 

·                  Subsection   4.4: Amend the definition of Restricted Payment to include any prepayments of   Junior Lien Debt or unsecured Indebtedness incurred under Credit Facilities.

 

·                  Section   4.4(c)(14): $250 million basket for prepayments of unsecured notes to be   deleted.
    
	
 
    	
 
    
	
Noteholder   Professionals:
    	
Prior to the Petition Date, but subject to the   occurrence of the Support Effective Date, the Company agrees to pay the   reasonable fees and expenses incurred through and including the Support   Effective Date of each of Centerview Partners LLC, as financial advisor to   the ad hoc group of Second Lien Noteholders (the “Ad   Hoc Group”), and O’Melveny & Myers LLP, as counsel to   the Ad Hoc Group (collectively, the “Noteholder Advisors”);   provided, however, that the reasonable fees and expenses of the   Noteholder Advisors shall not exceed $500,000.00 in the aggregate.
    
	
 
    	
 
    
	
Consent   Fee:
    	
In addition to the Amendment, in consideration for   the Consenting Noteholder Obligations set forth below, the Company agrees to   pay:

 

(a)         to each holder of   8.625% Second Lien Notes that agrees to the Amendment and is either party to   the Lock-up Agreement (as defined below) or does not object or take any   action in contravention to the Plan, a fee equal to 1.25% of the aggregate   principal amount of such holder’s outstanding 8.625% Second Lien Notes,   subject to the occurrence of the Effective Date of the Plan and the   effectiveness of the Amendment (the “8.625% Note Consent Fee”);   and

 

(b)         to each holder of 12.0%   Second Lien Notes that agrees to the Amendment and is either party to the   Lock-up Agreement or does not object or take any action in contravention to   the Plan, a fee equal to 1.25% of the aggregate principal amount of such   holder’s outstanding 12.0% Second Lien Notes, subject to the occurrence of   the Effective Date of the Plan (the “12.0% Note Consent Fee”   and, together with the 8.625% Note Consent Fee, the “Consent   Fees”);

 

provided, however, that the   Consent Fees shall only be paid if the Effective Date occurs within the   milestones set forth in the Restructuring Support Agreement as in effect on   the date hereof and without regard to any amendments of such milestones   although the balance of this Term Sheet shall remain in effect.
    
	
 
    	
 
    
	
Agreements of the Consenting Second Lien   Noteholders:
    	
Subject to the occurrence of the Support Effective   Date (as herein defined), each holder of Second Lien Notes that agrees to the   Amendment agrees to:

 

·                  timely submit   its consent to the Amendment;

·                  support and   take such commercially reasonable actions necessary or reasonably requested   by the Company to obtain approval of the Disclosure Statement, and   confirmation and consummation of the Plan and the Restructuring, including   any debtor-in-possession financing for the Company that includes a “roll up”   of the Revolving Credit Agreement Claims and any other transactions   contemplated by the Plan;
    


 











 

	
 
    	
·                  not directly   or indirectly, seek, solicit, propose, support, assist, engage in   negotiations in connection with or participate in the formulation,   preparation, filing or prosecution of any Alternative Restructuring or take   any other action that is inconsistent with or that would reasonably be expected   to prevent, interfere with, delay or impede the Solicitation, approval of the   Disclosure Statement, and the confirmation and consummation of the Plan and   the Restructuring, including any debtor-in-possession financing that includes   a “roll up” of the Revolving Credit Agreement Claims and any other   transactions contemplated by the Plan; and

·                  not transfer   any of its Second Lien Note Claims unless such transferee agrees to be bound   by the terms set forth herein and notifies the Company within two (2) business   days of such transfer (collectively, the “Consenting   Noteholder Obligations”).
    
	
 
    	
 
    
	
Support   Effective Date:
    	
The date by which the Company and holders of not   less than 51% of the outstanding principal amount of the Second Lien Notes   execute the Lock-up Agreement (the “Support Effective Date”).   For purposes of this Term Sheet, “Lock-up Agreement” means a lock-up or   similar agreement consistent with the terms set forth herein.
    
	
 
    	
 
    
	
Implementation:
    	
To be implemented through a consent solicitation to   be commenced by the Company on or as soon as reasonably practicable following   the Effective Date of the Plan but in no event later than thirty (30) days   following the Effective Date.
    
	
 
    	
 
    
	
Disclosure:
    	
The terms of the Amendment, including the Company’s   obligation to solicit consents for the Amendment from holders of the Second   Lien Notes on or as soon as reasonably practicable following the Effective   Date, shall be described in the solicitation procedures motion filed in the   Chapter 11 Cases.