
	Successor		Predecessor
	December 31, 2020		December 31, 2019


Predecessor Credit Facility	$	—	$	337,000
Oasis Credit Facility	260,000		—
OMP Credit Facility	450,000		458,500
Senior unsecured notes
6.50% senior unsecured notes due November 1, 2021	—		71,835
6.875% senior unsecured notes due March 15, 2022	—		890,980
6.875% senior unsecured notes due January 15, 2023	—		351,953
6.25% senior unsecured notes due May 1, 2026	—		400,000
2.625% senior unsecured convertible notes due September 15, 2023	—		267,800
Total principal of senior unsecured notes	—		1,982,568
Less: unamortized deferred financing costs on senior unsecured notes	—		(15,618)
Less: unamortized debt discount on senior unsecured convertible notes	—		(50,877)
Total long-term debt	$	710,000	$	2,711,573

The carrying amount of the Company’s long-term debt reported in the Consolidated Balance Sheets at December 31, 2020 is $710.0 million, which includes $260.0 million of borrowings under the Oasis Credit Facility and $450.0 million under the OMP Credit Facility. The Oasis Credit Facility and the OMP Credit Facility are recorded at values that approximate fair value since their variable interest rates are tied to current market rates.

On the Emergence Date, Oasis Petroleum Inc., as parent, OPNA, as borrower, and certain of the Company’s subsidiaries, as guarantors (collectively, the “Credit Parties”) entered into the Oasis Credit Facility with Wells Fargo Bank, as administrative agent, swingline lender and the letter of credit issuer, and certain other financial institutions party thereto, as lenders. The Oasis Credit Facility refinanced the borrowings under the DIP Credit Facility and the Predecessor Credit Facility, both discussed below. As of December 31, 2020, the Oasis Credit Facility has an overall senior secured line of credit of $1,500.0 million and an aggregate amount of commitments of $575.0 million. The Oasis Credit Facility is restricted to a borrowing base, which is reserve-based and subject to semi-annual redeterminations on April 1 and October 1 of each year, with one interim “wildcard” redetermination available to each of the Company and the administrative agent between scheduled redeterminations during any 12-month period. The next scheduled redetermination will be on or around April 1, 2021. The Oasis Credit Facility has a maturity date of May 19, 2024.

A portion of the Oasis Credit Facility, in an aggregate amount not to exceed $100.0 million, may be used for the issuance of letters of credit. Additionally, the Oasis Credit Facility provides the ability for the Company to request swingline loans subject to a swingline loans sublimit of $50.0 million.

Borrowings under the Oasis Credit Facility are collateralized by perfected first priority liens and security interests on substantially all of the Credit Parties’ assets, including mortgage liens on oil and gas properties having at least 90% of the reserve value as determined by reserve reports. OMP and its subsidiaries are not Credit Parties to the Oasis Credit Facility.

Borrowings under the Oasis Credit Facility are subject to varying rates of interest based on (i) the total outstanding borrowings (including the value of all outstanding letters of credit) in relation to the borrowing base and (ii) whether the loan is a LIBOR loan (defined in the Oasis Credit Facility as a Eurodollar loan) or a domestic bank prime interest rate loan (defined in the Oasis Credit Facility as an Alternate Based Rate or “ABR” loan). As of December 31, 2020, any outstanding Eurodollar and ABR loans would have borne their respective interest rates plus the applicable margin indicated in the following table:


Total Commitment Utilization Percentage	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans
Less than 25%	2.000	%	3.000	%
Greater than or equal to 25% but less than 50%	2.250	%	3.250	%
Greater than or equal to 50% but less than 75%	2.500	%	3.500	%
Greater than or equal to 75% but less than 90%	2.750	%	3.750	%
Greater than or equal to 90%	3.000	%	4.000	%

A loan may be repaid at any time before the scheduled maturity of the Oasis Credit Facility upon the Company providing advance notification to the lenders. Interest is paid quarterly on ABR loans based on the number of days an ABR loan is outstanding as of the last business day in March, June, September and December. The Company has the option to convert an ABR loan to a Eurodollar loan upon providing advance notification to the lenders. The minimum available loan term is one month and the maximum available loan term is six months for Eurodollar loans (or 12 months with the consent of each leader). Interest for Eurodollar loans is paid at the end of the applicable interest period for each loan or every three months for Eurodollar loans that have loan terms greater than three months. At the end of a Eurodollar loan term, the Oasis Credit Facility allows the Company to elect to repay the borrowing, continue a Eurodollar loan with the same or differing loan term or convert the borrowing to an ABR loan.

On a quarterly basis, the Company also pays a commitment fee of 0.500% on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter. Solely for purposes of calculating the commitment fee, swingline loans will not be deemed to be a utilization of the Company’s commitments.

The Oasis Credit Facility contains customary affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements, conduct of business, maintenance of property, maintenance of insurance, restrictions on the incurrence of liens, indebtedness, investments, asset dispositions, fundamental changes, restricted payments, transactions with affiliates, and other customary covenants. On February 19, 2021, the Company entered into the first amendment to the Oasis Credit Facility, which amends the existing restricted payments negative covenant to provide additional restricted payment capacity under the Oasis Credit Facility until October 1, 2021. The additional restricted payment capacity, which is subject to certain restrictions, permits restricted payments in an aggregate amount not to exceed $25 million, of which, no more than $10 million of the added capacity may be used during any single fiscal quarter.

Deferred financing costs. As of December 31, 2020 (Successor), the Company had $8.0 million of deferred financing costs related to the Oasis Credit Facility included in other assets on the Company’s Consolidated Balance Sheets, which are being amortized over the term of the Oasis Credit Facility. During the period from November 20, 2020 through December 31, 2020 (Successor), the Company recorded amortization of deferred financing costs of $0.3 million, which is included in interest expense on the Company’s Consolidated Statements of Operations.

On October 2, 2020, in connection with the Chapter 11 Cases, the Company entered into the DIP Credit Facility with certain consenting Predecessor Credit Facility lenders and Wells Fargo, as administrative agent and as issuing bank. The DIP Credit Facility had an aggregate line of credit of $450.0 million consisting of (i) new money revolving credit in an aggregate principal amount equal to $150.0 million ($100.0 million of which amount may also be used for the issuance of new letters of credit or deemed reissuance of pre-petition letters of credit) and (ii) a roll-up of the Predecessor Credit Facility pre-petition secured indebtedness in an aggregate amount of up to $300.0 million. The DIP Credit Facility, among other things, was used to finance the ongoing general corporate needs of the Debtors during the course of the Chapter 11 Cases.

Any loans (including loans incurred to repay disbursements of any pre-petition letters of credit refinanced under the DIP Credit Facility) rolled up and refinanced as post-petition secured indebtedness under the DIP Credit Facility accrued interest, at the Company’s election, at (x) the adjusted LIBO rate (subject to a 1.00% interest rate floor) plus 4.25% or (y) the alternate base rate (subject to a 2.00% interest rate floor) plus 3.25% per annum. Letters of credit (whether rolled-up or in the form of new money) under the DIP Credit Facility were also subject to a participation fee payable ratably to the DIP Credit Facility lenders in the amount of (x) with respect to new money letters of credit, 5.50% per annum and (y) with respect to rolled-up and refinanced letters of credit, 4.25% per annum.

The Predecessor Credit Facility had an overall senior secured line of credit of $3,000.0 million and aggregate elected commitments of $1,100.0 million prior to the filing of the Chapter 11 Cases. Amounts outstanding under the Predecessor Credit Facility bore interest at specified margins over the base rate of 0.75% to 1.75% for ABR loans or 2.25% to 3.25% for Eurodollar loans. These margins fluctuated based on the Company’s utilization of the facility. As a result of filing the Chapter 11 Cases, a default penalty of an additional 2% went into effect and increased the Predecessor Credit Facility interest rates above those interest rates noted above.

On April 24, 2020, the Company entered into that certain Limited Waiver and Fourth Amendment to the Predecessor Credit Facility, which included a waiver and forbearance agreement with respect to a third-party surety indemnity obligation (the “Surety Bond”) the Company obtained in support of commitments for a transportation agreement. The administrative agent advised the Company on April 2, 2020 that the Surety Bond constituted additional Debt (as defined in the Predecessor Credit Facility) not permitted under the Predecessor Credit Facility and that the Company’s certifications had failed to reflect the existence of the Surety Bond in its borrowing request. The lenders under the Predecessor Credit Facility granted a one-time waiver of these Defaults (as defined in the Predecessor Credit Facility), other than with respect to additional interest owed (the “Specified Default Interest”) of $30.3 million, which is included in interest expense on the Company’s Consolidated Statements of Operations during the period from January 1, 2020 through November 19, 2020 (Predecessor). On the Emergence Date and pursuant to the Plan, the Specified Default Interest related to the Predecessor Credit Facility was discharged, released and deemed waived by the lenders, and the discharge was included in reorganization items, net on the Company’s Consolidated Statements of Operations during the period from January 1, 2020 through November 19, 2020 (Predecessor).

Deferred financing costs. During the period from January 1, 2020 through November 19, 2020 (Predecessor), the Company recorded amortization of deferred Predecessor Credit Facility financing costs of $7.0 million. Amortization of deferred Predecessor Credit Facility financing costs recorded for the Predecessor years ended December 31, 2019 and 2018 were $6.4 million and $7.1 million, respectively. These costs are included in interest expense on the Company’s Consolidated Statements of Operations. For the year ended December 31, 2019 (Predecessor), the Company’s interest expense included $1.6 million for unamortized deferred financing costs related to the Predecessor Credit Facility, which were written off in proportion to the decrease in borrowing base. For the year ended December 31, 2018 (Predecessor), the Company’s interest expense included $0.3 million for unamortized deferred financing costs related to the Predecessor Credit Facility, which were written off in proportion to the two lenders leaving the bank group.

Through its controlling interest in and consolidation of OMP, the Company includes the OMP Credit Facility in its consolidated financial statements. OMP uses this credit facility to fund working capital and to finance acquisitions and other capital expenditures specifically attributable to OMP. As of December 31, 2020, the OMP Credit Facility has an aggregate amount of commitments of $575.0 million and has a maturity date of September 25, 2022.

The OMP Credit Facility includes a letter of credit sublimit of $10.0 million and a swingline loans sublimit of $10.0 million. All obligations of OMP Operating, as the borrower under the OMP Credit Facility, are unconditionally guaranteed on a joint and several basis by OMP, Bighorn DevCo and Panther DevCo.

Borrowings under the OMP Credit Facility are subject to varying rates of interest based on (i) OMP’s most recently calculated consolidated total leverage ratio and (ii) whether the loan is a LIBOR loan (defined in the OMP Credit Facility as a Eurodollar loan) or a domestic bank prime interest rate loan (defined in the OMP Credit Facility as an ABR loan).


Consolidated Total Leverage Ratio	Applicable Margin for Eurodollar Loans		Applicable Margin for ABR Loans		Commitment Fee Rate
Less than or equal to 3.00 to 1.00	1.75	%	0.75	%	0.375	%
Greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00	2.00	%	1.00	%	0.375	%
Greater than 3.50 to 1.00 but less than or equal to 4.00 to 1.00	2.25	%	1.25	%	0.500	%
Greater than 4.00 to 1.00 but less than or equal to 4.50 to 1.00	2.50	%	1.50	%	0.500	%
Greater than 4.50 to 1.00	2.75	%	1.75	%	0.500	%

The OMP Credit Facility includes certain financial covenants as of the end of each fiscal quarter, including a (1) consolidated total leverage ratio, (2) consolidated senior secured leverage ratio and (3) consolidated interest coverage ratio (each covenant as described in the OMP Credit Agreement).

In the second quarter of 2020, OMP identified that a Control Agreement (as defined in the OMP Credit Facility) had not been executed for a certain bank account before the account was initially funded with cash, which represented an event of default. In May 2020, the Partnership executed a Control Agreement with respect to the bank account, thereby completing the documentation required under the OMP Credit Facility. On September 29, 2020, OMP executed a Waiver, Discharge and Forgiveness Agreement and Forbearance Extension (the “Waiver and Forbearance Agreement”) to permanently waive payment of additional interest owed arising from this event of default (“OMP Specified Default Interest”) of $28.0 million, which is included in interest expense on the Predecessor Company’s Consolidated Statements of Operations during the period from January 1, 2020 through November 19, 2020. Such conditions were satisfied on November 19, 2020, and payment of OMP Specified Default Interest was permanently waived. Refer to Note 2 — Emergence from Voluntary Reorganization under Chapter 11 and Note 3 — Fresh Start Accounting for more information.

As of December 31, 2020, OMP had $450.0 million of borrowings and no outstanding letters of credit issued under the OMP Credit Facility, resulting in an unused borrowing capacity of $125.0 million. As of December 31, 2019, OMP had $458.5 million of borrowings under the OMP Credit Facility, resulting in an unused borrowing capacity of $114.8 million. As of December 31, 2020 and 2019, the weighted average interest rate on borrowings under the OMP Credit Facility was 2.2% and 3.8%, respectively. OMP Operating was in compliance with the financial covenants of the OMP Credit Facility as of December 31, 2020.

Deferred financing costs. Upon emergence from bankruptcy and the adoption of fresh start accounting, the Company wrote-off $1.5 million of deferred OMP Credit Facility financing costs previously included in other assets on the Company’s Consolidated Balance Sheets. Refer to Note 3—Fresh Start Accounting for more information on Fresh Start Adjustments. Prior to the aforementioned write-off, the Predecessor Company amortized deferred financing costs over the term of the OMP Credit Facility. These costs are included in interest expense on the Predecessor Company’s Consolidated Statements of Operations. During the period from January 1, 2020 through November 19, 2020, the Predecessor Company recorded amortization of deferred OMP Credit Facility financing costs of $0.8 million. Amortization of deferred OMP Credit Facility financing costs recorded for the Predecessor years ended December 31, 2019 and 2018 were $0.9 million and $0.5 million, respectively.

Prior to the Emergence Date, the Predecessor Company had outstanding Notes consisting of (i) $43.6 million 6.500% senior unsecured notes due 2021, (ii) $834.5 million 6.875% senior unsecured notes due 2022, (iii) $307.7 million 6.875% senior unsecured notes due 2023 and (iv) $395.1 million 6.250% senior unsecured notes due 2026 (the “Senior Notes”), and (v) $244.8 million 2.625% senior unsecured convertible notes due 2023 (the “Senior Convertible Notes”). The Notes were unsecured obligations of the Predecessor Company in the Chapter 11 Cases and were therefore included in liabilities subject to compromise on the Consolidated Balance Sheets of the Predecessor as of the Petition Date. On the Emergence Date, through implementation of the Plan, all outstanding obligations under the Notes were cancelled and 20,000,000 shares of Successor common stock were issued to the holders of the Predecessor’s Notes. In addition, the remaining unamortized deferred financing costs and debt discount were written off and included in reorganization items, net in the Consolidated Statements of Operations. Refer to Note 2 — Emergence from Voluntary Reorganization under Chapter 11 and Note 3 — Fresh Start Accounting for more information.

During the period from January 1, 2020 through November 19, 2020 (Predecessor), the Company repurchased an aggregate principal amount of $133.9 million of its outstanding Senior Notes for an aggregate cost of $52.9 million. The repurchases consisted of $28.2 million principal amount of the 6.50% senior unsecured notes due November 1, 2021, $56.5 million principal amount of the 6.875% senior unsecured notes due March 15, 2022, $44.2 million principal amount of the 6.875% senior unsecured notes due January 15, 2023 and $4.9 million principal amount of the 6.25% senior unsecured notes due May 1, 2026. As a result of these repurchases, the Company recognized a pre-tax gain of $80.2 million, which was net of unamortized

During the period from January 1, 2020 through November 19, 2020 (Predecessor), the Company repurchased a principal amount of $23.0 million of its outstanding Senior Convertible Notes, for an aggregate cost of $15.2 million. As a result of these repurchases, the Company recognized a pre-tax gain of $3.7 million, which was net of write-offs of unamortized debt discount of $4.2 million, the equity component of the senior unsecured convertible notes of $0.3 million and unamortized deferred financing costs of $0.2 million, and is reflected in gain on extinguishment of debt on the Predecessor Company’s Consolidated Statements of Operations for the period from January 1, 2020 through November 19, 2020.

During 2019 (Predecessor), the Company repurchased an aggregate principal amount of $24.6 million of its outstanding Senior Notes, consisting of $10.5 million principal amount of the 6.875% senior unsecured notes due March 15, 2022 and $14.1 million principal amount of the 6.875% senior unsecured notes due January 15, 2023, for an aggregate cost of $22.8 million. As a result of these repurchases, the Company recognized a pre-tax gain of $1.6 million, which was net of unamortized deferred financing costs write-offs of $0.2 million, and is reflected in gain on extinguishment of debt in the Predecessor Company’s Consolidated Statements of Operations for the year ended December 31, 2019.

During 2019 (Predecessor), the Company repurchased a principal amount of $32.2 million of its outstanding Senior Convertible Notes, for an aggregate cost of $23.0 million. As a result of these repurchases, the Company recognized a pre-tax gain of $2.7 million, which was net of the unamortized debt discount write-offs of $6.2 million and the unamortized deferred financing costs write-offs of $0.3 million, and is reflected in gain on extinguishment of debt in the Predecessor Company’s Consolidated Statements of Operations for the year ended December 31, 2019.