0001282648false00012826482025-01-092025-01-09

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 9, 2025 

 

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)

  

Delaware

 

001-35467

 

20-0700684

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

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820 Gessner Road
Suite 1100
Houston, Texas

 

77024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (832) 538-0300

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(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

◻    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

◻    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

◻    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

◻    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock par value $0.0001

 

BATL

 

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ◻

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
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Item 1.01

Entry Into Material Definitive Agreement.

On January 9, 2025, Halcón Holdings, LLC (the “Borrower”), a wholly owned subsidiary of Battalion Oil Corporation (the “Company”), entered into a first amendment (the “First Amendment”) to its Second Amended and Restated Senior Secured Credit Agreement (the “Credit Agreement” and as amended by the First Amendment, the “Amended Credit Agreement”), dated as of December 26, 2024 (the “Original Closing Date”), with the Company, the subsidiary guarantors party thereto, the financial institutions party thereto as lenders and Fortress Credit Corp., as administrative agent.

Pursuant to the First Amendment, the Borrower incurred incremental term loans in the aggregate principal amount of $63.0 million (the “Incremental Term Loans”). After giving effect to the First Amendment, the Incremental Term Loans shall bear interest at a rate per annum equal to a forward-looking term rate that is based on SOFR for a tenor of three (3) months (with a credit spread adjustment of 0.15% per annum) (or another applicable reference rate, as determined pursuant to the terms of the Amended Credit Agreement), plus an applicable margin of 7.75%. Except as otherwise provided in the First Amendment and the Amended Credit Agreement, the terms applicable to the Incremental Term Loans, including the maturity applicable thereto, are the same as those applicable to the initial term loan facility funded on the Original Closing Date. Other than the foregoing, all other material provisions of the Credit Agreement remain materially unchanged. 

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d)Exhibits.

The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit No.

 

Description

 

 

 

10.1

 

First Amendment to Second Amended and Restated Senior Secured Credit Agreement dated as of January 9, 2025, by and among Battalion Oil Corporation, as holdings, Halcón Holdings LLC, as borrower, the subsidiary guarantors party thereto, Fortress Credit Corp., as administrative agent, and the lenders party thereto.

104

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Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

BATTALION OIL CORPORATION

 

 

 

 

 

January 10, 2025

By:

/s/ Matthew B. Steele

 

Name:

Matthew B. Steele

 

Title:

Chief Executive Officer

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Exhibit 10.1

Execution Version

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “First Amendment”) is entered into as of January 9, 2025, by and among HALCÓN HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, the Lenders from time to time party to the Credit Agreement (as defined below) (the “Existing Lenders”), the Incremental Lenders party hereto, 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 Credit Agreement, BATTALION OIL CORPORATION, a Delaware corporation (“Holdings”).

RECITALS

A.The Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent, and the Existing Lenders are parties to that certain Second Amended and Restated Senior Secured Credit Agreement, dated as of December 26, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Existing Lenders made the Initial Term Loan and certain other accommodations to the Borrower;
B.The Borrower has requested that the Incremental Lenders fund the Incremental Term Loan on the Incremental Term Loan Closing Date in an amount equal to each such Incremental Lender’s Incremental Term Loan Commitment, and the Incremental Lenders are willing to do so subject to the satisfaction of the terms and conditions set forth herein;
C.The Borrower, Holdings, the other Loan Parties party thereto, the Administrative Agent, and the Lenders are parties to that certain Incremental Term Loan Joinder Agreement, dated as of the date hereof (the “Joinder Agreement”), pursuant to which a Meritz Party has agreed to become an Incremental Lender and has agreed to be bound by the terms and conditions of the Credit Agreement and the other Loan Documents as a Lender as if such Incremental Lender had been an original signatory thereto, and has agreed to fund a portion of the Incremental Term Loan to the Borrower on the Incremental Term Loan Closing Date;
D.Certain of the Existing Lenders, each of which are described on Annex I attached hereto and are an Approved Fund and Affiliate of Fortress, have also agreed to become an Incremental Lender and to fund a portion of the Incremental Term Loan to the Borrower on the Incremental Term Loan Closing Date; and
E.The Borrower has requested that the Administrative Agent and the Lenders amend certain provisions of the Credit Agreement as set forth in this First Amendment, and the Administrative Agent and the Lenders are willing to do so subject to the satisfaction of the terms and conditions set forth herein.

AGREEMENTS

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth in this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

1.Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
2.Amendment to Credit Agreement. Upon the First Amendment Effective Date (as defined below), Schedule 1.02(c) of the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex I attached hereto.
3.Conditions to Effectiveness. This First Amendment shall not be effective until the satisfaction or waiver of the following conditions precedent (the “First Amendment Effective Date”):
(a)the Administrative Agent shall have received counterparts of this First Amendment duly executed by each Loan Party, Holdings, the Administrative Agent and the Lenders, including each Incremental Lender;
(b)if requested, each Incremental Lender shall have received a Note (or an amendment and restatement of any previously issued Note) duly executed by the Borrower; and
(c)each of the conditions precedent set forth in Section 6.02 of the Credit Agreement shall have been satisfied by the Loan Parties or waived in accordance with Section 12.02 of the Credit Agreement.
4.Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders as follows:
(a)The representations and warranties made by such Loan Party contained in the Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date, except in the case of any representation and warranty which (i) expressly relates to a given date, such representation and warranty shall be true and correct in all material respects as of the respective date and (ii) is qualified by a materiality or Material Adverse Effect standard, in which case such representation and warranty shall be true and correct in all respects;
(b)such Loan Party is a limited liability company or corporation (as applicable), duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, as applicable;
(c)the execution, delivery and performance by such Loan Party of this First Amendment have been duly authorized by all necessary limited liability company or corporate action;
(d)this First Amendment constitutes the legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with their

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terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
(e)no Default or Event of Default has occurred and is continuing or will exist immediately after giving effect to this First Amendment.
5.Certain Acknowledgments Regarding the Incremental Term Loan Commitment and the Incremental Lenders. The Administrative Agent, the Existing Lenders, the Borrower, and the other Loan Parties hereby (a) acknowledge and agree that (i) each Incremental Lender set forth in Annex I attached hereto shall constitute an “Incremental Lender” and “Lender” for all purposes under the Credit Agreement and other Loan Documents and (ii) (x) the First Amendment Effective Date is the Incremental Term Loan Closing Date referenced in the Credit Agreement and (y) immediately upon the funding of the Incremental Term Loan on the First Amendment Effective Date, the Incremental Term Loan Availability Period shall terminate and each Incremental Lender’s Incremental Term Loan Commitment shall be reduced to zero, and (b) consent to the Incremental Lenders providing the Incremental Term Loan on the First Amendment Effective Date as set forth in Annex I attached hereto.
6.No Modification. Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby.
7.Counterparts. This First Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Subject to Section 3 hereof, this First Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this First Amendment by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this First Amendment.
8.Successors and Assigns. The provisions of this First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns pursuant to the Credit Agreement.
9.Indemnity. Each Loan Party hereby ratifies the indemnification provisions contained in the Loan Documents, including, without limitation, Section 12.03 of the Credit Agreement, and agrees that this First Amendment and losses, claims, damages and expenses related thereto shall be covered by such indemnities.

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10.Incorporation of Certain Terms. The provisions of Sections 8.11 and 12.09(b)-(d) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein.
11.Severability. Any provision of this First Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
12.Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (b) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s and the other Loan Parties’ “Secured Obligations” or any term of like nature (in each case as defined in the applicable Loan Document) under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of such obligations as amended hereby. Each of the Loan Parties hereby consents to this First Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this First Amendment shall not (a) operate as a waiver or release of any right, power, claim, lien, security interest, entitlement or remedy of the Administrative Agent or the Lenders, (b) constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, or (c) operate as a release of any Loan Party from any covenant, warranty or obligation created by or contained herein or in any of the Loan Documents.
13.Integration; Entire Agreement. Nothing in this First Amendment, express or implied is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this First Amendment. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT (AS AMENDED BY THIS FIRST AMENDMENT) AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
14.Governing Law. This FIRST AMENDMENT shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has executed this First Amendment as of the First Amendment Effective Date.

 

HALCÓN HOLDINGS, LLC,
as Borrower

 

 

 

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

​

 

HALCÓN OPERATING CO., INC.,

as a Loan Party

 

 

 

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

​

 

HALCÓN ENERGY PROPERTIES, INC.,

as a Loan Party

 

 

 

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

​

 

HALCÓN FIELD SERVICES, LLC,

as a Loan Party

 

 

 

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

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HALCÓN PERMIAN, LLC,

as a Loan Party

 

 

 

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

​

 

BATTALION OIL MANAGEMENT, INC.,

as a Loan Party

 

 

 

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

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[Signature Page to First Amendment to Second Amended and Restated Senior Secured Credit Agreement]

Solely with respect to Article IX-A of the Credit Agreement:

 

BATTALION OIL CORPORATION,

as Holdings

 

 

 

By:

/s/ Matthew B. Steele

Name:

Matthew B. Steele

Title:

Chief Executive Officer

​

[Signature Page to First Amendment to Second Amended and Restated Senior Secured Credit Agreement]

IN WITNESS WHEREOF, each of the undersigned has executed this First Amendment as of the First Amendment Effective Date.

 

FORTRESS CREDIT CORP.,

as Administrative Agent and a Lender

 

 

 

By:

/s/ Dustin Schiavi

Name:

Dustin Schiavi

Title:

Authorized Signatory

​

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FORTRESS CREDIT OPPORTUNITIES IX CLO LIMITED,
as an Existing Lender

​

By: FCOD CLO Management LLC, its collateral manager

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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FORTRESS CREDIT OPPORTUNITIES XV CLO LIMITED,
as an Existing Lender

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By: FCOD CLO Management LLC, its collateral manager

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By:

/s/ Dustin Schiavi

​

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Name:

Dustin Schiavi

​

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Title:

Authorized Signatory

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FORTRESS CREDIT OPPORTUNITIES XIX CLO LLC,
as an Existing Lender

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By: FCOD CLO Management LLC, its collateral manager

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By:

/s/ Dustin Schiavi

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Name:

Dustin Schiavi

​

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Title:

Authorized Signatory

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FORTRESS CREDIT OPPORTUNITIES XXI CLO LLC,
as an Existing Lender

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By: FCOD CLO Management LLC, its collateral manager

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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[Signature Page to First Amendment to Second Amended and Restated Senior Secured Credit Agreement]

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FORTRESS CREDIT OPPORTUNITIES XXIII CLO LLC,
as an Existing Lender

​

By: FCOD CLO Management LLC, its collateral manager

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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FORTRESS CREDIT OPPORTUNITIES XXV CLO LLC,
as an Existing Lender

​

By: FCOD CLO Management LLC, its collateral manager

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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FORTRESS LENDING III HOLDINGS L.P.,
as an Existing Lender

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By: Fortress Lending Advisors III LLC, its investment manager

​

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​

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

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Title:

Authorized Signatory

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FLF III AB HOLDINGS FINANCE L.P.,
as an Existing Lender

​

By: FLF III AB Holdings Finance CM LLC, as Servicer

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By: Fortress Lending III Holdings L.P., its Sole Member

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By: Fortress Lending Advisors III LLC, its investment manager

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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[Signature Page to First Amendment to Second Amended and Restated Senior Secured Credit Agreement]

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FLF III GMS HOLDINGS FINANCE L.P.,
as an Existing Lender

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By: FLF III GMS Holdings Finance CM LLC, as Servicer

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By: Fortress Lending III Holdings L.P., its Sole Member

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By: Fortress Lending Advisors III LLC, its investment manager

​

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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FLF III HOLDINGS FINANCE L.P.,
as an Existing Lender

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By: FLF III Holdings Finance CM LLC, as Servicer

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By: Fortress Lending III Holdings L.P., its Sole Member

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By: Fortress Lending Advisors III LLC, its investment manager

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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FORTRESS LENDING IV HOLDINGS L.P.,
as an Existing Lender

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By: Fortress Lending Advisors IV LLC, its investment manager

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

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FLF III-IV MA-CRPTF HOLDINGS FINANCE L.P.,
as an Existing Lender

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By: FLF III-IV MA-CRPTF CM LLC, as Servicer

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By: Fortress Lending Fund III-IV MA-CRPTF LP, its Sole Member

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By: FLF III-IV MA-CRPTF Advisors LLC, its investment manager

​

​

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By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

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Title:

Deputy Chief Financial Officer

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[Signature Page to First Amendment to Second Amended and Restated Senior Secured Credit Agreement]

 

MACQUARIE BANK LIMITED,

as an Existing Lender

 

 

 

By:

/s/ Bruce See

Name:

Bruce See

Title:

Division Director

 

 

 

By:

/s/ Lynette Ladhams

Name:

Lynette Ladhams

Title:

Division Director, CGM Legal

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(Signed in Sydney under MBL POA
No. 3322, expiring 31 January 2025)

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[Signature Page to First Amendment to Second Amended and Restated Senior Secured Credit Agreement]

 

NONGHYUP BANK, as Trustee of AIP Upstream Specialized Privately Placed Fund Trust No. 3,

as an Incremental Lender

 

 

 

By:

/s/ Park So Hyun

​

​

Name:

Park So Hyun

​

​

Title:

Manager

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​

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FLF III GMS HOLDINGS FINANCE L.P.,
as an Incremental Lender

​

By: FLF III GMS Holdings Finance CM LLC, as Servicer

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By: Fortress Lending III Holdings L.P., its Sole Member

​

By: Fortress Lending Advisors III LLC, its investment manager

​

​

​

​

By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Authorized Signatory

​

​

​

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FORTRESS LENDING IV HOLDINGS L.P.,
as an Incremental Lender

​

By: Fortress Lending Advisors IV LLC, its investment manager

​

​

​

​

By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Deputy Chief Financial Officer

​

​

​

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FLF III-IV MA-CRPTF HOLDINGS FINANCE L.P.,
as an Incremental Lender

​

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

​

​

​

​

By:

/s/ Dustin Schiavi

​

​

Name:

Dustin Schiavi

​

​

Title:

Deputy Chief Financial Officer

​

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[Signature Page to First Amendment to Second Amended and Restated Senior Secured Credit Agreement]

​

Annex I

Schedule 1.02(c)

Incremental Term Loan Commitment

​

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INCREMENTAL LENDER

INCREMENTAL TERM LOAN COMMITMENT

NONGHYUP BANK, as Trustee of AIP Upstream Specialized Privately Placed Fund Trust No. 3

$60,000,000.00

FLF III GMS HOLDINGS FINANCE L.P.

$1,757,120.16

FORTRESS LENDING IV HOLDINGS L.P.

$1,071,477.25

FLF III-IV MA-CRPTF HOLDINGS FINANCE L.P.

$171,402.59

TOTAL

$63,000,000.00

​

Annex I

v3.24.4
Document and Entity Information
Jan. 09, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jan. 09, 2025
Entity Registrant Name Battalion Oil Corp
Entity Incorporation, State or Country Code DE
Entity File Number 001-35467
Entity Tax Identification Number 20-0700684
Entity Address, Address Line One 820 Gessner Road
Entity Address, Adress Line Two Suite 1100
Entity Address, City or Town Houston
Entity Address State Or Province TX
Entity Address, Postal Zip Code 77024
City Area Code 832
Local Phone Number 538-0300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock par value $0.0001
Trading Symbol BATL
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false
Entity Central Index Key 0001282648
Amendment Flag false
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