Item 1.01 Entry into a Material Definitive Agreement.

On December 18, 2020, Sundance Energy Inc., a Delaware corporation (the "Company") and its subsidiary, Sundance Energy, Inc. (the "Borrower"), entered into the Forbearance Agreement and Sixth Amendment to Credit Agreement (the "Forbearance Agreement") with Toronto Dominion (Texas) LLC, as administrative agent (the "Administrative Agent"), and the lenders party thereto. Pursuant to the Forbearance Agreement, among other things, (i) the lenders under that certain Credit Agreement dated as of April 23, 2018 (as amended, modified, supplemented, restated, replaced or otherwise modified from time to time, the "Credit Agreement") with the Company and the Borrower, agreed to refrain from exercising their rights and remedies under the Credit Agreement and related loan documents with respect to certain defaults until the earlier to occur of (x) February 7, 2021 and (y) certain events as described in the Forbearance Agreement and (ii) the borrowing base may be redetermined at any time at the discretion of the Administrative Agent and the Required Lenders (as defined in the Forbearance Agreement). Pursuant to the Forbearance Agreement, the sublimit for letters of credit under the Credit Agreement was reduced from $25.0 million to $20.0 million.

The Forbearance Agreement can be terminated by the lenders upon (i) the occurrence of any default or event of default under the Credit Agreement other than those disclosed in the Forbearance Agreement, (ii) any material misrepresentation by Borrower or any other loan party under the Forbearance Agreement or other loan document, (iii) the failure of Borrower or any other loan party to perform, observe or comply with any covenant, agreement or term in the Forbearance Agreement, (iv) the Term Lenders accelerate the Term Debt (as defined in the Forbearance Agreement), (v) commencement of any bankruptcy, insolvency, receivership, or similar proceeding or general assignment for the benefit of creditors with respect to any loan party, (vi) any creditor of the Borrower or any guarantor takes any enforcement action against the Borrower or any guarantor which, in the Administrative Agent's judgment, would materially interfere with the Administrative Agent's ability to collect under the loan documents and (vii) any loan party or any of their affiliates, or principals, initiates any judicial, administrative or arbitration proceeding against the lenders or their affiliates. If the Forbearance Agreement terminates and any then-current and ongoing events of default have not been waived or cured, the lenders will be able to accelerate the loans and pursue their rights and remedies.

The above description of the terms of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by the full text of the Forbearance Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits




Exhibit No.   Description

  10.1          Forbearance Agreement and Sixth Amendment to Credit Agreement, dated
              as of December 18, 2020, among Sundance Energy Inc., as parent,
              Sundance Energy, Inc., as borrower, Toronto Dominion (Texas) LLC, as
              administrative agent, the loan parties thereto and the lenders party
              thereto.

104           Cover Page Interactive Data File (formatted in Inline XBRL and
              contained in Exhibit 101)

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