not
Partnerships
Exhibit E-4
-
U.S. Tax Compliance Certificates for Foreign Participants that are Partnerships
Exhibit F
-
Note
Exhibit G
-
[Reserved]
Exhibit H
-
[Reserved]
Exhibit I
-
Initial Budget
SCHEDULES
Schedule 3.1
-
Organization
Schedule 3.4
-
Capitalization
Schedule 3.6
-
Litigation
Schedule 3.15
-
Brokers
Schedule 3.16
-
Environmental Compliance
Schedule 3.20
-
Defensible Title
Schedule 3.21
-
Maintenance/Permits
Schedule 4.11
-
Post-Closing Obligations
Schedule 5.1
-
Debt
Schedule 5.2
-
Liens
Schedule 5.3
-
Contingent Obligations
Schedule 5.5
-
Restrictive Agreements
Schedule 5.8
-
[Reserved]
Schedule 5.9
-
Transactions with Affiliates
Schedule 5.12
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Business Description
v
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of [], 2016 among Warren
Resources, Inc., a Maryland corporation (the "Borrower"), the financial
institutions or other entities from time to time parties hereto, each as a
lender (collectively, the "Lenders" and individually, a "Lender"), and
Wilmington Trust, National Association, as administrative agent for the Lenders
(in such capacity, together with its successors in such capacity, the
"Administrative Agent").
RECITALS:
WHEREAS, on June 2, 2016 (the "Petition Date"), the Debtors (as hereinafter
defined) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (as hereinafter defined) in the Bankruptcy Court (as hereinafter defined);
WHEREAS, the Borrower has requested that the Lenders provide it with a
debtor-in-possession delayed draw term loan facility (the "DIP Facility"), to be
used during the Chapter 11 Cases (as hereinafter defined), with an aggregate
principal amount of up to $20,000,000 available for borrowings on or after the
Availability Date (as hereinafter defined), in each case, subject to the terms
set out herein (including the covenant in Section 5.26 in respect of the Budget
(as hereinafter defined)) and the other Financing Documents (as hereinafter
defined) and in the DIP Orders (as hereinafter defined);
WHEREAS, the Guarantors (as hereinafter defined) have agreed to guarantee the
DIP Obligations (as hereinafter defined) of the Borrower hereunder and the
Borrower and each Guarantor have agreed to secure all of the DIP Obligations
hereunder by granting to the Administrative Agent, for the benefit of the
Secured Parties (as hereinafter defined), a Lien (as hereinafter defined) on
substantially all of their assets pursuant to and on the terms set forth in the
DIP Orders; and
WHEREAS, pursuant to the terms of the DIP Orders, all DIP Obligations will be
secured by valid perfected Liens on substantially all of the Borrower's and each
Guarantor's assets, having the priorities set forth in the DIP Orders and in all
cases, subject to Permitted Liens (as hereinafter defined) and the Carve Out (as
hereinafter defined).
NOW, THEREFORE, in consideration of the premises and the agreements, provisions
and covenants herein contained, the Borrower, the Lenders and the Administrative
Agent agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Certain Defined Terms.
The following terms have the following meanings:
"13-Week Budget" means a thirteen-week rolling operating budget and cash flow
forecast, in form and substance reasonably acceptable to the Lead Lenders, which
shall reflect the Borrower's good-faith