MUTUAL TERMINATION OF RESTRUCTURING SUPPORT AGREEMENT
Exhibit 10.2
MUTUAL TERMINATION OF RESTRUCTURING SUPPORT AGREEMENT
This MUTUAL TERMINATION of that certain Restructuring Support Agreement, dated as of June 28, 2020 (as may be amended, supplemented or otherwise modified in accordance with its terms, the “Restructuring Support Agreement”), is made and entered into as of August 21, 2020, by and among the following parties (each of the following persons and entities described in sub-clauses (i) through (iii) of this preamble each, a “Party” and collectively, the “Parties”): 1
|
|
i. |
Lilis Energy, Inc. (“Lilis”) and its direct and indirect subsidiaries who are Debtors (collectively, the “Company Parties”); |
RECITALS
WHEREAS, on June 28, 2020, the Parties executed the Restructuring Support Agreement;
WHEREAS, on August 14, 2020, Värde notified the RBL Agent and the Company Parties of its intention not to provide (i) the Replacement DIP Facility and (ii) the Värde Equity Investment; and
WHEREAS, the Parties desire to terminate the Restructuring Support Agreement, subject to the terms of this Mutual Termination.
NOW THEREFORE, the Parties hereto agree as follows:
|
|
(i) |
the Restructuring Support Agreement is hereby mutually terminated by each of the Parties, on its own behalf and on behalf of its successors and assignees, pursuant to Section 13.04 thereof; |
|
|
(ii) |
this Mutual Termination shall not affect those provisions of the Restructuring Support Agreement that are intended to survive a mutual termination, including Sections 7.01, 13.05, 15.01 (solely to the extent described by Section 15.01), and 16.22; |
|
|
1 |
Capitalized terms used but not defined in this Mutual Termination shall have the meanings ascribed to them the Restructuring Support Agreement. |
1
|
|
(iv) |
this Mutual Termination will not (a) impair or waive the rights of the any of the Parties to assert or raise any objection permitted under the Restructuring Support Agreement in connection with the Sale Alternative; (b) prevent the Parties from enforcing the surviving provisions of the Restructuring Support Agreement or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, the surviving provisions of the Restructuring Support Agreement; or (c) affect any rights or remedies of the Parties arising before or after the effectiveness of this Mutual Termination; |
|
|
(v) |
each Party represents and warrants that it has the requisite power and authority to execute, deliver and perform this Mutual Termination and that the execution, delivery and performance of this Mutual Termination does not constitute a breach or default under any provision of any organizational document or other document governing the Party’s internal affairs, any law or judgment applicable to any Party, or any contract or agreement to which a Party is bound; |
|
|
(vi) |
THIS MUTUAL TERMINATION IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF; and |
|
|
(vii) |
this Mutual Termination may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Each individual executing this Mutual Termination on behalf of a Party has been duly authorized and empowered to execute and deliver this Mutual Termination on behalf of said Party. |
[signature pages follow]
2
Company Parties’ Signature Page to
the Mutual Termination of Restructuring Support Agreement
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Authorized Signatory
Brushy Resources, Inc.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Authorized Signatory
impetro resources, LLC
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Authorized Signatory
Impetro operating llc
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Authorized Signatory
Company Parties’ Signature Page to
the Mutual Termination of Restructuring Support Agreement
LILIS operating Company, llc
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Authorized Signatory
Hurricane Resources llc
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Authorized Signatory
Consenting RBL Lender Signature Page to
the Mutual Termination of Restructuring Support Agreement
BMO Xxxxxx Bank, N.A.,
as an Initial Consenting RBL Lender
By: /s/ Xxxxxxx Guzmann________________
Name: Xxxxxxx Xxxxxxx
Title: Director
Consenting RBL Lender Signature Page to
the Mutual Termination of Restructuring Support Agreement
Capital One, National Association,
as an Initial Consenting RBL Lender
By: /s/ Xxxxxxx X. Robinson________________________
Name:Xxxxxxx X. Xxxxxxxx
Title:Senior Vice President
Consenting RBL Lender Signature Page to
the Mutual Termination of Restructuring Support Agreement
Credit Suisse AG, Cayman Islands Branch,
as an Initial Consenting RBL Lender
By: /s/ Megan Kane_________________________
Name:Xxxxx Xxxx
By: /s/ Xxxxxxxxxxx Zybrick___________________
Name:Xxxxxxxxxxx Xxxxxxx
Title:Authorized Signatory
Värde Signature Page to
the Mutual Termination of Restructuring Support Agreement
SEVERALLY AND NOT JOINTLY FOR EACH ENTITY LISTED BELOW:
By: /s/ Xxxx Jelen_____________________________________
Name:Xxxx Xxxxx
Title:Senior Managing Director
THE VÄRDE FUND VI-A, L.P.,
By: Värde Investment Partners G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner
VÄRDE INVESTMENT PARTNERS, L.P.,
By: Värde Investment Partners G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner
THE VÄRDE FUND XI (MASTER), L.P.,
By: Värde Fund XI G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner
VÄRDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P.,
By: Värde Investment Partners G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner
THE VÄRDE SKYWAY FUND, L.P.,
By: The Värde Skyway Fund G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner
THE VÄRDE SKYWAY MINI-MASTER FUND, L.P.,
By: The Värde Skyway Fund G.P., LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner
THE VÄRDE FUND XII (MASTER), L.P.,
By: The Värde Fund XII G.P., LLC, its General Partner
By: The Värde Fund XII UGP, LLC, its General Partner
By: Värde Partners, L.P., its Managing Member
By: Värde Partners, Inc., its General Partner
Address: Värde Partners, Inc., 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000
E-mail address(es): xxxxxxxxxx@xxxxx.xxx, xxxxxxxxxxxx@xxxxx.xxx
