Exhibit 10.1.2
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Second Amendment”) is entered into as of November 12, 2025, by and among HALCÓN HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, the Lenders to the Existing Credit Agreement (as defined below) constituting the Required Lenders, FORTRESS CREDIT CORP., a Delaware corporation (in its individual capacity, “Fortress”), and as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and, solely with respect to Article IX-A of the Existing Credit Agreement, BATTALION OIL CORPORATION, a Delaware corporation (“Holdings”).
RECITALS
AGREEMENTS
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth in this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:
‘“Applicable Margin” means the rate per annum set forth below under the caption “SOFR Loans Spread” or “ABR Loans Spread”, as the case may be, based upon the Total Net Leverage Ratio; provided, that (a) until the first Adjustment Date following the Second Amendment Effective Date, the “Applicable Margin” shall be the rate per annum set forth in Category 1 and (b) the “Applicable Margin” shall be the applicable rate per annum set forth in Category 4 below at any time that an Event of Default exists:
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SOFR Loans Spread | ABR Loans Spread | |
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Category 3 | 8.25% | 7.25% |
Category 4 | 8.50% | 7.50% |
For purposes of the foregoing, the Applicable Margin shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the Total Net Leverage Ratio in accordance with the table above. In the event that the information contained in any financial statement delivered pursuant to Section 8.01(a) or Section 8.01(b) or in the applicable Compliance Certificate is shown to be inaccurate, and such inaccuracy, if corrected, would have led to the application of (i) a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin actually applied for such Applicable Period, then (x) the Borrower shall immediately (in any event within five (5) Business Days of the earlier to occur of (A) the Borrower becoming aware of such inaccuracy or (B) notice from the Administrative Agent of such inaccuracy) deliver to the Administrative Agent a correct financial statement and a corrected Compliance Certificate for such Applicable Period (such later date, the “Corrected Financials Date”), (y) such higher Applicable Margin shall be deemed to have been in effect for such Applicable Period, and (z) Borrower shall immediately deliver to the Administrative Agent full payment in respect of the accrued additional interest on the Loans and any additional fees required under this Agreement as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent to the Lenders entitled thereto or in accordance with Section 10.02 (it being understood that this definition shall in no way limit the rights of the Administrative Agent and the other Secured Parties to exercise their rights under Section 10.01 as and to the extent set forth therein); provided that, for the avoidance of doubt, (A) such deficiency shall be due and payable at such Corrected Financials Date and (B) no Default or Event of Default under Section 10.01(b) shall be deemed to have occurred with respect to such deficiency so long as full payment is made on or before the Corrected Financials Date and such inaccuracy resulted from a good faith mistake on the part of the Borrower or (ii) a lower Applicable Margin for any Applicable Period, then (x) the Borrower shall deliver to the Administrative Agent a correct financial statement and a corrected Compliance Certificate for such Applicable Period on or before the Corrected Financials Date, (y) such lower Applicable Margin shall be deemed to have been in effect for such Applicable Period, and (z) the Administrative Agent shall credit the Borrower the amount of surplus interest paid as a result of the lower Applicable Margin for such Applicable Period by deducting such surplus amount from the interest amount due on the next Interest Payment Date (or, if applicable, any subsequent relevant Interest Payment Date).”
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“Section 8.17Lender Meetings.
| (a) | Within ten (10) Business Days after request from the Administrative Agent or any Lender (but in any event, not more than once per fiscal quarter), the Borrower shall be available at a mutually agreed time to go over earnings, the results of its operations and other reasonably requested matters concerning Borrower and the other Loan Parties with the Lenders by way of a teleconference. |
| (b) | On any day following December 1, 2026, the Borrower, the other Loan Parties, the Administrative Agent and the Required Lenders agree to be available for a meeting via teleconference on a mutually acceptable Business Day (the “Specified Lender Meeting”). At such Specified Lender Meeting (i) the Borrower shall (x) deliver to the Administrative Agent (for the benefit of the Lenders) the Specified Lender Meeting Deliverable satisfying the certification set forth therein, together with the attachments thereto and (y) discuss in detail with the Administrative Agent and the Lenders in attendance the Borrower’s current and going-forward business operations and other reasonably requested matters concerning the Borrower and each other Loan Party and their respective assets and financial outlook, including the Borrower’s ability or inability to satisfy the financial covenants requirements set forth in the Specified Lender Meeting Deliverable, (ii) in the event the Borrower is unable to satisfy and deliver the Specified Lender Meeting Deliverable, then at such Specified Lender Meeting (x) the Borrower shall request in writing a waiver of, or modification to, any applicable financial covenant in Section 9.01 and/or such other terms of this Agreement, in any case, as may be reasonably required by the Borrower in order to satisfy and deliver such Specified Lender Meeting Deliverable and (y) the Administrative Agent and the Lenders in attendance shall confer and determine the nature and extent of such potential waiver or modification, if any, to this Agreement acceptable to the Administrative Agent and such Lenders.” |
“The Borrower shall not permit the Total Net Leverage Ratio, as of the last day of each fiscal quarter (commencing with the fiscal quarter ending March 31, 2025), to be greater than the levels set forth in the following table for the applicable fiscal quarter:
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Fiscal Quarter | Total Net Leverage Ratio |
|---|---|
Fiscal quarters ending March 31, 2025 through and including June 30, 2025 | 2.75 to 1.00 |
Fiscal quarter ending September 30, 2025 | 2.50 to 1.00 |
Fiscal quarter ending December 31, 2025 | 3.20 to 1.00 |
Fiscal quarter ending March 31, 2026 | 3.25 to 1.00 |
Fiscal quarter ending June 30, 2026 | 3.40 to 1.00 |
Fiscal quarter ending September 30, 2026 | 3.50 to 1.00 |
Fiscal quarter ending December 31, 2026 | 3.40 to 1.00 |
Fiscal quarter ending March 31, 2027 | 3.25 to 1.00 |
Fiscal quarter ending June 30, 2027 | 3.00 to 1.00 |
Fiscal quarter ending September 30, 2027 and each fiscal quarter thereafter | 2.50 to 1.00” |
“The Borrower shall not permit the Asset Coverage Ratio, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending March 31, 2025), to be less than the applicable level set forth in the following table for the applicable fiscal quarter:
Fiscal Quarter | Asset Coverage Ratio |
|---|---|
Fiscal quarters ending March 31, 2025 through and including December 31, 2026 | 1.85 to 1.00 |
Each fiscal quarter thereafter | 2.00 to 1.00” |
“The Borrower, Holdings or any other Loan Party, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in Section 8.02(a) or (c), Section 8.03 (with respect to Borrower’s or any other Loan Party’s existence only), Section 8.06(e), Section 8.07 (with respect to the
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post-closing proviso only), Section 8.14, Section 8.16, Section 8.17(b), Section 8.21, Section 8.23, Section 8.24 or in ARTICLE IX or ARTICLE IX-A.”
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IN WITNESS WHEREOF, each of the undersigned has executed this Second Amendment as of the Second Amendment Effective Date.
| HALCÓN HOLDINGS, LLC, | |||
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By: | /s/ Matthew B. Steele | |||
Name: | Matthew B. Steele | |||
Title: | Chief Executive Officer | |||
| HALCON OPERATING CO., INC., as a Loan Party | |||
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By: | /s/ Matthew B. Steele | |||
Name: | Matthew B. Steele | |||
Title: | Chief Executive Officer | |||
| HALCÓN ENERGY PROPERTIES, INC., as a Loan Party | |||
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By: | /s/ Matthew B. Steele | |||
Name: | Matthew B. Steele | |||
Title: | Chief Executive Officer | |||
| HALCÓN FIELD SERVICES, LLC, as a Loan Party | |||
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By: | /s/ Matthew B. Steele | |||
Name: | Matthew B. Steele | |||
Title: | Chief Executive Officer | |||
| HALCÓN PERMIAN, LLC, as a Loan Party | |||
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By: | /s/ Matthew B. Steele | |||
Name: | Matthew B. Steele | |||
Title: | Chief Executive Officer | |||
| BATTALION OIL MANAGEMENT, INC., as a Loan Party | |||
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By: | /s/ Matthew B. Steele | |||
Name: | Matthew B. Steele | |||
Title: | Chief Executive Officer | |||
[Signature Page to Second Amendment to Second Amended and Restated Senior Secured Credit Agreement]
Solely with respect to Article IX-A of the Existing Credit Agreement:
| BATTALION OIL CORPORATION, as Holdings | |||
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By: | /s/ Matthew B. Steele | |||
Name: | Matthew B. Steele | |||
Title: | Chief Executive Officer | |||
[Signature Page to Second Amendment to Second Amended and Restated Senior Secured Credit Agreement]
IN WITNESS WHEREOF, each of the undersigned has executed this Second Amendment as of the Second Amendment Effective Date.
| FORTRESS CREDIT CORP., as Administrative Agent | |||
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By: | /s/ Avraham Dreyfuss | |||
Name: | Avraham Dreyfuss | |||
Title: | Chief Financial Officer | |||
| FORTRESS CREDIT OPPORTUNITIES IX CLO LIMITED, | |||
| By: FCOD CLO Management LLC, its collateral manager | |||
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| By: | /s/ Avraham Dreyfuss | ||
| | Name: | Avraham Dreyfuss | |
| | Title: | Chief Financial Officer | |
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| FORTRESS CREDIT OPPORTUNITIES XV CLO LIMITED, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XIX CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XXI CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
[Signature Page to Second Amendment to Second Amended and Restated Senior Secured Credit Agreement]
| FORTRESS CREDIT OPPORTUNITIES XXIII CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XXV CLO LLC, | ||
| By: FCOD CLO Management LLC, its collateral manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FLF IV AB HOLDINGS FINANCE L.P., | ||
| By: FLF IV AB Holdings Finance CM LLC, as Servicer | ||
| By: Fortress Lending IV Holdings L.P., its Sole Member | ||
| By: Fortress Lending Advisors IV LLC, its investment manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FLF IV GMS HOLDINGS FINANCE L.P., | ||
| By: FLF IV GMS Holdings Finance CM LLC, as Servicer | ||
| By: Fortress Lending IV Holdings L.P., its Sole Member | ||
| By: Fortress Lending Advisors IV LLC, its investment manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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[Signature Page to Second Amendment to Second Amended and Restated Senior Secured Credit Agreement]
| FLF IV HOLDINGS FINANCE L.P., | ||
| By: FLF IV Holdings Finance CM LLC, as Servicer | ||
| By: Fortress Lending IV Holdings L.P., its Sole Member | ||
| By: Fortress Lending Advisors IV LLC, its investment manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FLF III-IV MA-CRPTF HOLDINGS FINANCE L.P., | ||
| By: FLF III-IV MA-CRPTF CM LLC, as Servicer | ||
| By: Fortress Lending Fund III-IV MA-CRPTF LP, its Sole Member | ||
| By: FLF III-IV MA-CRPTF Advisors LLC, its investment manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Deputy Chief Financial Officer |
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FORTRESS PRIVATE LENDING FUND as a Lender | ||||
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By: | /s/ Avraham Dreyfuss | |||
Name: | Avraham Dreyfuss | |||
Title: | Chief Financial Officer | |||
| FORTRESS CREDIT OPPORTUNITIES VI CLO LIMITED, | |||
| By: FCOO CLO Management LLC, its collateral manager | |||
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| By: | /s/ Avraham Dreyfuss | ||
| | Name: | Avraham Dreyfuss | |
| | Title: | Chief Financial Officer | |
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[Signature Page to Second Amendment to Second Amended and Restated Senior Secured Credit Agreement]
| FORTRESS CREDIT OPPORTUNITIES VIII CLO LIMITED, | |||
| By: FCOO CLO Management LLC, its collateral manager | |||
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| By: | /s/ Avraham Dreyfuss | ||
| | Name: | Avraham Dreyfuss | |
| | Title: | Chief Financial Officer | |
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| FLF III AB HOLDINGS FINANCE L.P., | ||
| By: FLF III AB Holdings Finance CM LLC, as Servicer | ||
| By: Fortress Lending III Holdings L.P., its Sole Member | ||
| By: Fortress Lending Advisors III LLC, its investment manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XXXVII CLO LLC, | |||
| By: FCO XXXVII CLO CM LLC, its collateral manager | |||
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| By: | /s/ Avraham Dreyfuss | ||
| | Name: | Avraham Dreyfuss | |
| | Title: | Chief Financial Officer | |
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| FLF III GMS HOLDINGS FINANCE L.P., | ||
| By: FLF III GMS Holdings Finance CM LLC, as Servicer | ||
| By: Fortress Lending III Holdings L.P., its Sole Member | ||
| By: Fortress Lending Advisors III LLC, its investment manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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[Signature Page to Second Amendment to Second Amended and Restated Senior Secured Credit Agreement]
| FLF III HOLDINGS FINANCE L.P., | ||
| By: FLF III Holdings Finance CM LLC, as Servicer | ||
| By: Fortress Lending III Holdings L.P., its Sole Member | ||
| By: Fortress Lending Advisors III LLC, its investment manager | ||
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| By: | /s/ Avraham Dreyfuss | |
| | Name: | Avraham Dreyfuss |
| | Title: | Chief Financial Officer |
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| FORTRESS CREDIT OPPORTUNITIES XXXI CLO LLC, | |||
| By: FCO XXXI CLO CM LLC, its collateral manager | |||
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| By: | /s/ Avraham Dreyfuss | ||
| | Name: | Avraham Dreyfuss | |
| | Title: | Chief Financial Officer | |
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| FORTRESS CREDIT OPPORTUNITIES XXXV CLO LLC, | |||
| By: FCO XXXV CLO CM LLC, its collateral manager | |||
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| By: | /s/ Avraham Dreyfuss | ||
| | Name: | Avraham Dreyfuss | |
| | Title: | Chief Financial Officer | |
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| NONGHYUP BANK, as Trustee of AIP Upstream Specialized Privately Placed Fund Trust No. 3, as a Lender | |||
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By: | /s/ Park So Hyun | |||
| | Name: | Park So Hyun | |
| | Title: | Manager | |
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[Signature Page to Second Amendment to Second Amended and Restated Senior Secured Credit Agreement]