Exhibit 10.1
LIMITED CONSENT, THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT AND FIRST AMENDMENT TO FEE LETTER
This LIMITED CONSENT, THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT AND FIRST AMENDMENT TO FEE LETTER (this “Third Amendment”) is entered into as of February 24, 2026, 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 Third Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:
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““Reinvestment Proceeds” has the meaning assigned to such term in Section 3.04(c)(iii)(A).”
“Dispositions and Unwinds. In addition to the foregoing mandatory prepayments set forth in this Section 3.04(c):
(A) subject to clause (B) below, within two (2) Business Days following the receipt by any Loan Party of any Net Cash Proceeds from any Disposition made pursuant to Section 9.12(g), Section 9.12(i), Section 9.12(j) or Section 9.12(o), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Disposition or Unwind solely to the extent the Net Cash Proceeds of such transaction or series of related transactions is in excess of $5,000,000, provided that so long as no Event of Default shall have occurred and be continuing, the Loan Parties may reinvest the amount of any such Net Cash Proceeds (the “Reinvestment Proceeds”) within one hundred and eighty (180) days after the receipt thereof by making Permitted Capital Expenditures or by making a Permitted Reinvestment Transaction; provided that if the recipient does not intend to fully reinvest such Reinvestment Proceeds, or if the time period set forth in this sentence expires without such recipient having reinvested such Reinvestment Proceeds, the Borrower shall prepay the Loans in an amount equal to such Reinvestment Proceeds (to the extent not reinvested within such time period); provided further that the Reinvestment Proceeds
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shall be deposited into a Reinvestment Proceeds Account within three (3) Business Days from the date of receipt of such Reinvestment Proceeds until the date such Reinvestment Proceeds are reinvested in accordance with this Section 3.04(c)(iii)(A); or
(B) concurrent with the closing of the West Quito Sale and the receipt by any Loan Party of any Net Cash Proceeds from the Disposition made pursuant to Section 9.12(q), the Borrower shall prepay the Loans in an aggregate amount equal to $40,000,000 (the “West Quito Prepayment Amount”), provided that so long as no Event of Default shall have occurred and be continuing, the Loan Parties shall reinvest any remaining Net Cash Proceeds received by any Loan Party from the Disposition made pursuant to Section 9.12(q) following the prepayment of the West Quito Prepayment Amount (excluding, for the avoidance of any doubt, any Net Cash Proceeds received by any Loan Party from the Unwind in connection with the West Quito Sale) (the “West Quito Reinvestment Proceeds”) within one hundred and eighty (180) days after the receipt thereof by (x) utilizing not more than $5,000,000 of such West Quito Reinvestment Proceeds to acquire additional contiguous non-operated Oil and Gas Properties consisting of Proved Developed Producing Reserves and located in Ward and Winkler Counties, Texas; provided, that the Loan Parties shall promptly grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien on such additional Oil and Gas Properties pursuant to Security Documents reasonably required by the Administrative Agent; (y) utilizing not more than $5,000,000 of such West Quito Reinvestment Proceeds to fund Permitted Capital Expenditures in connection with Midstream Properties in the Borrower’s Monument Draw area; and/or (z) funding Permitted Capital Expenditures in connection with the drilling and completion of a Qualifying Project consisting of two (2) Monument Draw Wolfcamp A wells with 10,000 foot laterals; provided further that if the time period set forth in this sentence expires without such recipient having reinvested such West Quito Reinvestment Proceeds, the Borrower shall prepay the Loans in an amount equal to such West Quito Reinvestment Proceeds (to the extent not reinvested within such time period); provided, further, that the West Quito Reinvestment Proceeds shall be deposited into a Reinvestment Proceeds Account within one (1) Business Day from the date of receipt of such West Quito Reinvestment Proceeds until the date such West Quito Reinvestment Proceeds are reinvested in accordance with this Section 3.04(c)(iii)(B))”
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“the aggregate consideration received in respect of all sales, Dispositions and Unwinds made since the Closing Date pursuant to this Section 9.12(g) shall not exceed $30,000,000.”
“(q) the West Quito Sale.”
“(c)to the Administrative Agent, for the pro rata account of each Lender, with respect to the date that is the earlier of (i) Payment in Full, (ii) the Maturity Date, or (iii) the Loans and other obligations otherwise becoming immediately due and payable pursuant to Section 10.02 of the Credit Agreement (including whether, in the case of clauses (i) or (iii), such Payment in Full or acceleration, respectively, may be made in connection with a refinancing transaction or a Disposition of all or substantially all of the assets of the Loan Parties) (such earlier date, the “Exit Fee Determination Date”), a specified fee (the “Exit Fee”, and together with the Upfront Fee and the Administrative Agent Fee, collectively, the “Fees”) equal to the amount resulting from multiplying 3.50% by the difference, if any, of (x) Total PDP PV-10 as of the Exit Fee Determination Date, less (y) the Total PDP PV-10 reflected in the Initial Reserve Report after pro forma adjustment(s) for the West Quito Sale and any other Disposition permitted by the Credit Agreement or otherwise consented to by the requisite number of Lenders.”
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IN WITNESS WHEREOF, each of the undersigned has executed this Third Amendment as of the Third 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 Limited Consent, Third Amendment to
Second Amended and Restated Senior Secured Credit Agreement and First Amendment to Fee Letter]
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 Limited Consent, Third Amendment to
Second Amended and Restated Senior Secured Credit Agreement and First Amendment to Fee Letter]
IN WITNESS WHEREOF, each of the undersigned has executed this Third Amendment as of the Third 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 Limited Consent, Third Amendment to
Second Amended and Restated Senior Secured Credit Agreement and First Amendment to Fee Letter]
| 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 Limited Consent, Third Amendment to
Second Amended and Restated Senior Secured Credit Agreement and First Amendment to Fee Letter]
| 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 Limited Consent, Third Amendment to
Second Amended and Restated Senior Secured Credit Agreement and First Amendment to Fee Letter]
| 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 Limited Consent, Third Amendment to
Second Amended and Restated Senior Secured Credit Agreement and First Amendment to Fee Letter]
| 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 Limited Consent, Third Amendment to
Second Amended and Restated Senior Secured Credit Agreement and First Amendment to Fee Letter]