Luminus Management LLC Sample Contracts

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2023 • Luminus Management LLC • Crude petroleum & natural gas

THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of March 28, 2023, between Battalion Oil Corporation (formerly known as Halcón Resources Corporation), a Delaware corporation (the “Company”), and each of the parties identified on the signatures pages hereto.

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PURCHASE AGREEMENT AMONG BATTALION OIL CORPORATION AND THE PURCHASERS PARTY HERETO
Purchase Agreement • March 30th, 2023 • Luminus Management LLC • Crude petroleum & natural gas • Delaware

This PURCHASE AGREEMENT, dated as of March 28, 2023 (this “Agreement”), is entered into by and among Battalion Oil Corporation, a Delaware corporation (“BATL”), and each of the purchasers set forth on Schedule A hereto (the “Purchasers”).

SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • July 10th, 2014 • Luminus Management LLC • Electric services • New York

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of July, 2014, by and among the entity or entities set forth on Exhibit A hereto (the “Sellers”), and Calpine Corporation, a Delaware corporation (the “Purchaser”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2019 • Luminus Management LLC • Crude petroleum & natural gas

This Joint Filing Agreement, dated as of February 14, 2019, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

Joint Filing Agreement
Joint Filing Agreement • October 11th, 2012 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.01 par value, of Dynegy Inc., a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

Joint Filing Agreement
Joint Filing Agreement • July 6th, 2007 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares of TransAlta Corporation, a corporation incorporated under the Canada Business Corporations Act, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2018 • Luminus Management LLC • Trucking (no local)

This Joint Filing Agreement, dated as of February 16, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • August 9th, 2019 • Luminus Management LLC • Bituminous coal & lignite surface mining

This Joint Filing Agreement, dated as of August 9, 2019, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • August 15th, 2019 • Luminus Management LLC • Crude petroleum & natural gas

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2018 • Luminus Management LLC • Oil & gas field services, nec

This Joint Filing Agreement, dated as of February 14, 2018, is by and among Luminus Management, LLC and Luminus Energy Partners Master Fund, Ltd. (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • October 22nd, 2019 • Luminus Management LLC • Crude petroleum & natural gas

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Joint Filing Agreement
Joint Filing Agreement • February 22nd, 2008 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares of TransAlta Corporation, a corporation incorporated under the Canada Business Corporations Act, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

AMENDMENT TO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Confidentiality and Non-Disclosure Agreement • April 22nd, 2014 • Luminus Management LLC • Electric services

This AMENDMENT TO CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Amendment”), dated April 17, 2014, is entered into by and between Calpine Corporation, a Delaware corporation, with its principal executive offices at 717 Texas Avenue, Suite 1000, Houston, Texas 77002 (“Calpine”), and LS Power Equity Advisors, LLC, a Delaware limited liability company, with its principal executive offices at 1700 Broadway, 35th Floor, New York, NY 10019 (“LS Power”), referred to collectively as “Parties” and individually as “Party”. Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Confidentiality Agreement.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 25th, 2018 • Luminus Management LLC • Plastics products, nec

This Joint Filing Agreement, dated as of May 25, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2018 • Luminus Management LLC • Arrangement of transportation of freight & cargo

This Joint Filing Agreement, dated as of February 14, 2018, is by and among Luminus Management, LLC and Luminus Energy Partners Master Fund, Ltd. (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2018 • Luminus Management LLC • Crude petroleum & natural gas

This Joint Filing Agreement, dated as of February 16, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • April 19th, 2018 • Luminus Management LLC • Crude petroleum & natural gas

This Joint Filing Agreement, dated as of April 19, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 15th, 2019 • Luminus Management LLC • Steel works, blast furnaces & rolling mills (coke ovens)

This Joint Filing Agreement, dated as of February 14, 2019, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

Joint Filing Agreement
Joint Filing Agreement • December 7th, 2007 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares of TransAlta Corporation, a corporation incorporated under the Canada Business Corporations Act, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

Third Amended and Restated Joint Filing Agreement
Joint Filing Agreement • October 20th, 2014 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.001 par value, of Calpine Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

SURVIVING PROVISIONS OF THE STANDSTILL AGREEMENT AGREEMENT
Agreement • November 25th, 2019 • Luminus Management LLC • Drilling oil & gas wells

This Agreement, dated September 5, 2019 (this "Agreement"), is by and between Luminus Management, LLC ("Luminus") and Valaris plc (the "Company").

LUMINUS MANAGEMENT, LLC
Joinder Agreement • September 15th, 2020 • Luminus Management LLC • Drilling oil & gas wells • New York

Reference is made to that certain Backstop Commitment Agreement among Valaris plc (the “Company”) and the other Debtors party thereto and the Backstop Parties party thereto dated as of August 18, 2020 (the “Agreement”)’ . Luminus Management, LLC (“Investor”) as a holder of Qualifying Senior Notes Claims elects to participate in the rights and obligations of the Backstop Parties set forth in this Agreement as an Additional Backstop Party, pursuant to the terms of Section 2. 7(a) of the Agreement. Attached hereto as Exhibit A is a joinder to the Restructuring Support Agreement, and attached hereto as Exhibit B is a joinder to the Agreement.

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Exhibit C Provision for Joinder Agreement
Joinder Agreement • September 15th, 2020 • Luminus Management LLC • Drilling oil & gas wells

The undersigned (“Joinder Agreement”) hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of August 18, 2020 (the “Agreement”),1 by and among Valaris plc and its affiliates and subsidiaries bound thereto and the Consenting Noteholders, and agrees to be bound by the terms and conditions thereof to the extent the Transferor was thereby bound, and shall be deemed a “Consenting Noteholder” under the terms of the Agreement.

Second Amended and Restated Joint Filing Agreement
Joint Filing Agreement • April 22nd, 2014 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.001 par value, of Calpine Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

Amended and Restated Joint Filing Agreement
Joint Filing Agreement • August 22nd, 2011 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.001 par value, of Calpine Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

Fourth Amended and Restated Joint Filing Agreement
Joint Filing Agreement • April 10th, 2015 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.001 par value, of Calpine Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2019 • Luminus Management LLC • Steel works, blast furnaces & rolling mills (coke ovens)

This Joint Filing Agreement, dated as of February 14, 2019, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2018 • Luminus Management LLC • Crude petroleum & natural gas

This Joint Filing Agreement, dated as of February 14, 2018, is by and among Luminus Management, LLC and Luminus Energy Partners Master Fund, Ltd. (collectively, the “Filers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • November 25th, 2019 • Luminus Management LLC • Drilling oil & gas wells

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

JOINT FILING AGREEMENT
Joint Filing Agreement • April 19th, 2018 • Luminus Management LLC • Trucking (no local)

This Joint Filing Agreement, dated as of April 19, 2018, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

Joint Filing Agreement
Joint Filing Agreement • February 11th, 2008 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.001 par value, of Calpine Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2019 • Luminus Management LLC • Crude petroleum & natural gas

This Joint Filing Agreement, dated as of February 14, 2019, is by and among Luminus Management, LLC, Luminus Energy Partners Master Fund, Ltd. and Jonathan Barrett (collectively, the “Filers”).

LTAC SPV I, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 21, 2008
Limited Liability Company Agreement • February 22nd, 2008 • Luminus Management LLC • Electric services • Delaware

LIMITED LIABILITY COMPANY AGREEMENT of LTAC SPV I, LLC, dated as of February 21, 2008, by Vega Energy GP, LLC, a Delaware limited liability company, and Common Sense Special Opportunity, LP, a Delaware limited liability company ("Common Sense"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Article II.

November 8, 2023 Battalion Oil Corporation
Luminus Management LLC • March 29th, 2024 • Crude petroleum & natural gas
AMENDED AND RESTATED JOINT FILING AGREEMENT
Joint Filing Agreement • August 22nd, 2011 • Luminus Management LLC • Electric services

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares of TransAlta Corporation, a corporation incorporated under the Canada Business Corporations Act, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

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