Item 1.01. Entry into a Material Definitive Agreement.
Master Assignment and Acceptance Agreement, Waiver, and Amendment No. 9 to Third Amended and Restated Credit Agreement (the "Amendment")
On
For the fiscal quarter ended
At closing, the borrowing base under Abraxas's credit facility was set at
The Amendment contains representations and warranties that Abraxas made as of specific dates. Except for its status as a contractual document that establishes and governs the legal relations among the parties, the Amendment is not intended to be a source of factual, business, or operational information about any of the parties thereto. The representations and warranties were made as of specific dates, only for purposes of the proposed transactions, and solely for the benefit of the parties to the Amendment. These representations and warranties may be subject to limitations agreed between the parties, including being qualified by disclosures between the parties. The representations and warranties may have been made to allocate risks among the parties, including where the parties do not have complete knowledge of all facts, instead of establishing matters as facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Amendment. Moreover, information concerning the subject matter of such representations and warranties may change after the date of these representations and warranties, which may or may not be fully reflected in the parties' public disclosures.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Second Lien Credit Agreement
On
Outstanding amounts under the second lien credit facility bear interest at the following rates: (a) if such loan is a reference rate loan, a rate per annum equal at all times to the Adjusted Reference Rate plus 8.00%, (b) if such loan is a Eurodollar loan, at a rate per annum equal to the Adjusted LIBO Rate, plus 9.0%, and (c) at any time an event of default exists, after as well as before judgment, at the rate then applicable to such amount payable plus an additional three percent (3%) per annum. The loans under the second lien credit facility were issued with an original issue discount of 3.50% of par.
Subject to earlier termination rights and events of default, the stated maturity
date of the second lien credit facility is
Each of Abraxas' subsidiaries has guaranteed the obligations under the Second . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information set forth under Item 1.01 above hereby is incorporated into this Item 2.03 by reference.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
D. Exhibits. Exhibit No. Description Exhibit 10.1 Master Assignment and Acceptance Agreement, Waiver, and Amendment No. 9 to Third Amended and Restated Credit Agreement. Exhibit$100,000,000 Term Loan Credit Agreement amongAbraxas Petroleum 10.2 Corporation, as Borrower, the lenders party thereto, as lenders, andAngelo Gordon Energy Servicer, LLC , as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner. Exhibit Intercreditor Agreement amongAbraxas Petroleum Corporation , as 10.3 Borrower, the other Grantors party thereto, Société Générale, as Senior Representative for the Senior Secured Parties, andAngelo Gordon Energy Servicer, LLC , as Junior Representative for the Junior Secured Parties. Exhibit 99.1 Press Release, datedNovember 13, 2019 , announcing the closing of the Second Lien Credit Facility and certain other matters.
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