Exhibit 10.1

 


 



FOURTH AMENDMENT

 

TO

 

SENIOR REVOLVING CREDIT AGREEMENT

 

DATED AS OF MAY 8, 2013

 

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


 



 

SOLE LEAD ARRANGER

 

 J. P. MORGAN SECURITIES LLC

 

JOINT BOOKRUNNERS

 

J. P. MORGAN SECURITIES LLC AND WELLS FARGO SECURITIES, LLC

 











 

FOURTH AMENDMENT
 TO SENIOR REVOLVING CREDIT AGREEMENT

 

THIS FOURTH AMENDMENT TO SENIOR REVOLVING CREDIT AGREEMENT (this “Fourth Amendment”) dated as of May 8, 2013 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 referred to below, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), Wells Fargo Bank, N.A., as syndication agent for the Lenders and Bank of Montreal, as documentation agent for the Lenders.

 

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, 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 the Majority Lenders have agreed to amend certain provisions of the Credit Agreement.

 

C.            NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Fourth 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 Fourth Amendment.  Unless otherwise indicated, all section references in this Fourth Amendment refer to sections of the Credit Agreement.

 

Section 2.              Amendments to Credit Agreement.  Section 9.01(a) of the Credit Agreement is amended, in its entirety, effective as of the Fourth Amendment Effective Date to read as follows:

 

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 2.5 to 1.0; provided that (i) for the fiscal quarter ended June 30, 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 September 30, 2013, 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 December 31, 2013, the Interest Coverage Ratio shall be calculated by utilizing EBITDA for the nine month period then ended multiplied by 4/3.

 

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Section 3.              Conditions Precedent.  This Fourth Amendment shall become effective on the date when the Administrative Agent shall have received a counterpart of this Fourth Amendment signed by the Borrower, the Lenders constituting the Majority Lenders and each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (such date, the “Fourth Amendment Effective Date”):

 

At the time of and immediately after giving effect to this Fourth Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) 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 Fourth 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 3 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 4.              Miscellaneous.

 

4.1          Confirmation.  The provisions of the Credit Agreement, as amended by this Fourth Amendment, shall remain in full force and effect following the effectiveness of this Fourth Amendment.

 

4.2          Ratification and Affirmation; Representations and Warranties.  Each Obligor hereby (a) acknowledges the terms of this Fourth 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 Fourth 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.

 

4.3          Loan Document.  This Fourth Amendment is a Loan Document.

 

4.4          Counterparts.  This Fourth 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 Fourth Amendment by facsimile or electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

 

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4.5          NO ORAL AGREEMENT.  THIS FOURTH 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.

 

4.6          GOVERNING LAW.  THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

 

4.7          Severability.  Any provision of this Fourth 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.

 

4.8          Successors and Assigns.  This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

[SIGNATURES BEGIN NEXT PAGE]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth 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
    
	
 
    	
SOUTHERN BAY ENERGY, LLC
    
	
 
    	
HK ENERGY OPERATING, LLC
    
	
 
    	
HK LOUISIANA OPERATING, LLC
    
	
 
    	
HK OIL & GAS, LLC
    
	
 
    	
HALCÓN WILLISTON I, LLC
    
	
 
    	
HALCÓN WILLISTON II, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
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
    


 

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ADMINISTRATIVE AGENT AND LENDER:
    	
JPMORGAN CHASE BANK, N.A.,
    
	
 
    	
as Administrative Agent and Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Michael A. Kamauf
    
	
 
    	
 
    	
Name: Michael A. Kamauf
    
	
 
    	
 
    	
Title: Authorized Officer
    


 

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LENDER:
    	
WELLS FARGO BANK, N.A.,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brett A. Steele
    
	
 
    	
 
    	
Name: Brett Steele
    
	
 
    	
 
    	
Title: Vice President
    


 

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LENDER:
    	
BMO HARRIS FINANCING, INC.,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ James V. Ducote
    
	
 
    	
 
    	
Name: James V. Ducote
    
	
 
    	
 
    	
Title: Director
    


 

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LENDER:
    	
BARCLAYS BANK PLC,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sreedhar R. Kona
    
	
 
    	
 
    	
Name: Sreedhar R. Kona
    
	
 
    	
 
    	
Title: Vice President
    


 

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


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

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


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

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


 

SIGNATURE PAGE — FOURTH AMENDMENT

 












 

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


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

	
LENDER:
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Adam H. Fey
    
	
 
    	
 
    	
Name: Adam H. Fey
    
	
 
    	
 
    	
Title: Director
    


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

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


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

	
LENDER:
    	
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kevin Buddhdew
    
	
 
    	
 
    	
Name: Kevin Buddhdew
    
	
 
    	
 
    	
Title: Authorized Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Alex Verdone
    
	
 
    	
 
    	
Name: Alex Verdone
    
	
 
    	
 
    	
Title: Authorized Signatory
    


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

	
LENDER:
    	
CREDIT AGRICOLE CORPORATE AND   INVESTMENT BANK,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sharada Manne
    
	
 
    	
 
    	
Name: Sharada Manne
    
	
 
    	
 
    	
Title: Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ting Lee
    
	
 
    	
 
    	
Name: Ting Lee
    
	
 
    	
 
    	
Title: Director
    


 

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LENDER:
    	
NATIXIS,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stuart Murray
    
	
 
    	
 
    	
Name: Stuart Murray
    
	
 
    	
 
    	
Title: Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Louis P. Laville, III
    
	
 
    	
 
    	
Name: Louis P. Laville, III
    
	
 
    	
 
    	
Title: Managing Director
    


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

	
LENDER:
    	
ING CAPITAL LLC,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Charles Hall
    
	
 
    	
 
    	
Name: Charles Hall
    
	
 
    	
 
    	
Title: Managing Director
    


 

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LENDER:
    	
COMERICA BANK,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Justin Crawford
    
	
 
    	
 
    	
Name: Justin Crawford
    
	
 
    	
 
    	
Title: Senior Vice President
    


 

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LENDER:
    	
DEUTSCHE BANK TRUST COMPANY OF   AMERICAS,
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Marcus M. Tarkington
    
	
 
    	
 
    	
Name: Marcus M. Tarkington
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Benjamin Souh
    
	
 
    	
 
    	
Name: Benjamin Souh
    
	
 
    	
 
    	
Title: Vice President
    


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

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


 

SIGNATURE PAGE — FOURTH AMENDMENT

 











 

	
LENDER:
    	
KEYBANK NATIONAL ASSOCIATION
    
	
 
    	
as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Chulley Bogle
    
	
 
    	
 
    	
Name: Chulley Bogle
    
	
 
    	
 
    	
Title: Vice President
    


 

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