Exhibit 10.3

 

PRIORITY CONFIRMATION JOINDER

 

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).

 

Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Intercreditor Agreement.  This Priority Confirmation Joinder is being executed and delivered pursuant to Section 4.04(b) of the Intercreditor Agreement as a condition precedent to the debt for which the undersigned is acting as representative being entitled to the rights and obligations of being Additional Second Lien Obligations under the Intercreditor Agreement.

 

1.  Joinder.  The undersigned, U.S. BANK NATIONAL ASSOCIATION, a national banking association, (the “New Representative”), as trustee under that certain Indenture dated as of the date hereof among Halcón, the guarantors party thereto and the New Representative, as trustee hereby:

 

(a)                                 represents that the New Representative has been authorized to become a party to the Intercreditor Agreement on behalf of the Additional Second Lien Secured Parties under the Additional Second Lien Debt Facility as Second Lien Representative under the Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and

 

(b)                                 agrees that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows:

 

5555 San Felipe, Suite 1150

Houston, Texas 77057

Fax: (713) 235-9213

Attention: Steven Finklea

 

2.                                      Priority Confirmation.

 

The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Representative hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Second Lien Debt under the Intercreditor Agreement, that:

 

(a)                                 all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by Halcón or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably;

 











 

(b)                                 the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Representative are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and

 

(c)                                  the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as Second Lien Representative appoints the Second Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral Trustee of, and directs the Second Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto.

 

3.                                      Full Force and Effect of Intercreditor Agreement.  Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.

 

4.                                      Governing Law and Miscellaneous Provisions.  The provisions of Article IX of the Intercreditor Agreement will apply with like effect to this Priority Confirmation Joinder.

 

5.                                      Expenses.  Halcón agrees to reimburse each Secured Debt Representative for its reasonable out of pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel.

 

[Signature Pages Follow]

 











 

IN WITNESS WHEREOF, the parties hereto have caused this Priority Confirmation Joinder to be executed by their respective officers or representatives as of December 21, 2015.

 

	
 
    	
U.S. BANK   NATIONAL ASSOCIATION
   as New Representative
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Steven A Finklea
    
	
 
    	
Name:
    	
Steven A.   Finklea
    
	
 
    	
Title:
    	
Vice   President
    
				


 

The Priority Lien Agent hereby acknowledges receipt of this Priority Confirmation Joinder:

 

	
 
    	
JPMORGAN   CHASE BANK, N.A.
    
	
 
    	
as   Priority Lien Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Darren Vanek
    
	
 
    	
Name:
    	
Darren   Vanek
    
	
 
    	
Title:
    	
Executive   Director
    
				


 

The Second Lien Collateral Trustee hereby acknowledges receipt of this Priority Confirmation Joinder and agrees to act as Second Lien Collateral Trustee for the New Representative and the holders of the Obligations represented thereby:

 

	
 
    	
U.S. BANK   NATIONAL ASSOCIATION
    
	
 
    	
as Second   Lien Collateral Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Steven A Finklea
    
	
 
    	
Name:
    	
Steven A.   Finklea
    
	
 
    	
Title:
    	
Vice   President
    
				


 

The Third Lien Collateral Trustee hereby acknowledges receipt of this Priority Confirmation Joinder:

 

	
 
    	
U.S. BANK   NATIONAL ASSOCIATION
    
	
 
    	
as Third   Lien Collateral Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Steven A Finklea
    
	
 
    	
Name:
    	
Steven A.   Finklea
    
	
 
    	
Title:
    	
Vice   President
    
				


 











 

	
 
    	
Acknowledged   and Agreed to by:
    
	
 
    	
 
    
	
 
    	
HALCÓN RESOURCES   CORPORATION, as   Borrower
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark   J. Mize
    
	
 
    	
Name:
    	
Mark J.   Mize
    
	
 
    	
Title:
    	
Executive   Vice President, Chief Financial Officer and Treasurer