Item 1.01. Entry Into Material Definitive Agreement.

DIP Credit Agreement



As previously announced, on June 14, 2020, Extraction Oil & Gas, Inc. (the
"Company") and certain of its wholly-owned subsidiaries (together with the
Company, the "Debtors") filed voluntary petitions for relief under chapter 11 of
title 11 of the United States Bankruptcy Code ("Chapter 11") in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").
The Debtors' Chapter 11 cases are being jointly administered under the caption
In re Extraction Oil & Gas, Inc., et al. (the "Chapter 11 Cases").

On June 16, 2020, in connection with the filing of the Chapter 11 Cases, the
Debtors entered into a debtor-in-possession credit agreement on the terms set
forth in a Superpriority Senior Secured Debtor-in-Possession Credit Agreement
(the "DIP Credit Agreement"), by and among the Company, as Borrower, the
Company's Subsidiaries party thereto, as Guarantors, the lenders party thereto
(the "DIP Lenders"), and Wells Fargo Bank, National Association, as DIP Agent
and Issuing Lender, pursuant to which, having been granted the approval of the
Bankruptcy Court, the DIP Lenders have agreed to provide the Company with loans
in an aggregate principal amount not to exceed $50.0 million that, among other
things, will be used to finance the ongoing general corporate needs of the
Debtors during the course of the Chapter 11 Cases.

The maturity date of the DIP Credit Agreement is the earliest of (i) December
14, 2020, or the date that is six (6) months after the filing of the Chapter 11
Cases; provided, that such date may be extended to March 14, 2021 with the prior
written approval of certain of the DIP Lenders; (ii) the consummation of a sale
of all or substantially all of the assets of the Debtors pursuant to Section 363
of Chapter 11 or otherwise; (iii) the effective date of a plan of reorganization
or liquidation in the Chapter 11 Cases; (iv) the entry of an order by the
Bankruptcy Court dismissing any of the Chapter 11 Cases or converting such
Chapter 11 Cases to a case under chapter 7 of title 11 of the United States
Bankruptcy Code; and (v) the date of termination of the DIP Lenders' commitments
and the acceleration of any outstanding extensions of credit, in each case, as
set forth in the DIP Credit Agreement and in accordance with the interim and
final orders entered by the Bankruptcy Court concerning the DIP Credit
Agreement.

The DIP Credit Agreement contains events of default customary to
debtor-in-possession financings, including events related to the Chapter 11
Cases, the occurrence of which could result in the acceleration of the Debtors'
obligation to repay the outstanding indebtedness under the DIP Credit Agreement.
The Debtors' obligations under the DIP Credit Agreement will be secured by a
security interest in, and lien on, substantially all present and after acquired
property (whether tangible, intangible, real, personal or mixed) of the Debtors
and will be guaranteed by all of the Company's restricted subsidiaries.

Amendment No. 1 to DIP Credit Agreement



On July 20, 2020, the Company, together with its subsidiaries party thereto,
certain of the DIP Lenders and Wells Fargo Bank, National Association entered
into an amendment to the DIP Credit Agreement ("Amendment No. 1") to, among
other things: (i) extend certain Milestones in the DIP Credit Agreement, (ii)
modify the limitation on the amount of undrawn New Money Interim Loans and New
Money Final Loans in any borrowing so that the amount permitted to be drawn in
accordance with the Approved Budget gives effect to the Permitted Variance,
(iii) provide for customary prohibitions against unreasonable withholding of
approvals with respect to the Approved Budget and the Plan of Reorganization on
the part of the DIP Lenders and the DIP Agent and (iv) reaffirm the Debtors'
liens, guaranties and representations and warranties under the DIP Credit
Agreement.

Capitalized terms used but not specifically defined herein have the meanings
specified for such terms in the DIP Credit Agreement. The foregoing descriptions
of the DIP Credit Agreement and Amendment No. 1 do not purport to be complete
and are subject to and qualified in their entirety by reference to the full
texts of the DIP Credit Agreement and Amendment No. 1, as applicable. Copies of
the DIP Credit Agreement and Amendment No. 1 are attached hereto as Exhibits
10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



The information set forth above in Item 1.01 of this Current Report on Form 8-K
regarding the DIP Credit Agreement and Amendment No. 1 thereto is incorporated
herein by reference.




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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit                                               Description
    Number
  10.1                 Superpriority Senior Secured Debtor-in-Possession

Credit Agreement, dated as of

June 16, 2020, by and among Extraction Oil & Gas,

Inc., the subsidiary guarantors


                     party thereto, the lenders party thereto and Wells

Fargo Bank, National


                     Association.
  10.2                 Amendment No. 1 to Superpriority Senior Secured

Debtor-in-Possession Credit


                     Agreement, dated as of July 20, 2020, by and among

Extraction Oil & Gas, Inc., the


                     subsidiary guarantors party thereto, the lenders party

thereto and Wells Fargo

Bank, National Association.





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