Amendment No. 1 to GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT
Exhibit 10.49
Amendment No. 1
to
GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT
This Amendment No. 1 to Gas Gathering, Processing and Purchase Agreement (this “Amendment No. 1”) is made and entered into as of the 1st day of October, 2017 (the “Amendment No. 1 Effective Date”), by and between Lucid Energy Delaware, LLC, a Delaware limited liability company (“Buyer”) and Lilis Energy, Inc., a Nevada corporation (“Seller”). Buyer and Seller are sometimes referred to in this Amendment No. 1 individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein will have the meanings set forth in the Agreement.
Background:
Buyer and Seller are parties to that certain Gas Gathering, Processing and Purchase Agreement with an Effective Date of August 10, 2017 (the “Agreement”).
Agreement:
In consideration of the premises and of the mutual covenants set forth in this Amendment, the Parties agree as follows:
Section 1. Amendment to the Agreement.
(a) Exhibit D to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit D-1. As of the Amendment No. 1 Effective Date, all references in the Agreement to Exhibit D will be references to Exhibit D-1.
(b) Exhibit E to the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit E-1. As of the Amendment No. 1 Effective Date, all references in the Agreement to Exhibit E will be references to Exhibit E-1.
Section 2. Miscellaneous.
(a) Except as amended by this Amendment No. 1, all of the terms and provisions of the Agreement will remain in full force and effect.
(b) Each capitalized term used in this Amendment No. 1 that is not otherwise defined in this Amendment No. 1 has the meaning assigned to such term in the Agreement.
(c) This Amendment No. 1 may be executed by the Parties in counterparts (including without limitation facsimile counterparts), each of which will be deemed an original.
(d) This Amendment No. 1 is effective on the Amendment No. 1 Effective Date and is binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.
(e) This Amendment No. 1 will be governed by and construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be executed in duplicate originals by their duly authorized officers on the dates indicated below but as of the Amendment No. 1 Effective Date.
| SELLER: | BUYER: | |||
| LILIS ENERGY, INC. | LUCID ENERGY DELAWARE, LLC | |||
| By: | /s/ Xxx Xxxxxxxx | By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxx Xxxxxxxx | Name: | Xxxxx Xxxxx | |
| Title: | Chief Executive Officer | Title: | Executive Vice President and CCO | |
| Date: | 11/9/17 | Date: | 11/10/17 | |
EXHIBIT D-1
to
GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT
dated as of October 1, 2017
between
LUCID ENERGY DELAWARE, LLC
(Buyer)
and
(Seller)
LOW PRESSURE RECEIPT POINTS
| Meter Number | Points of Receipt Name | County, State | Lat/Long |
| TBD | Xxxxxxxxxx Field Station XX | Xxxxxxx, Texas | TBD |
HIGH PRESSURE RECEIPT POINTS
| Meter Number | Points of Receipt Name | County, State | Lat/Long |
| TBD | Wild Hog | Lea, New Mexico | XXX |
| XXX | Xxxxx Xxx | Xxx, Xxx Xxxxxx | XXX |
| XXX | Xxxxxxxxxx Xxxxx | Xxxxxxx, Xxxxx | XXX |
| XXX | Xxxxxxxxxx Xxxxx Xxxxxxx XX | Xxxxxxx, Xxxxx | XXX |
| XXX | Xxxxxxxxxx Xxxx | Xxxxxxx, Xxxxx | TBD |
DELIVERY POINTS
| Meter Number | Points of Delivery Name | County, State | Lat/Long |
| 37914 | El Paso/Kinder Xxxxxx | Xxx, New Mexico | 32.2888°/-103.6478° |
| 95720 | Transwestern | Lea, New Mexico | 32.2111°/-103.5948° |
PLANT PRODUCTS DELIVERY POINTS
| Meter Number | Points of Delivery Name | County, State | Lat/Long |
| TBD | Red Hills Tailgate with redelivery to ONEOK West Texas | Lea, New Mexico | 32.3651°/-103.1537° |
| XXX | Xxxxxxxxxx Xxxxxxxx | Xxx, Xxx Xxxxxx | 32.2168°/-103.5246° |
| XXX | Xxxxxxxxxx Xxxxxxxx | Xxxx, Xxx Xxxxxx | 32.2665°/-104.1180° |
| XXX | XXX Xxxx Xxxxx0 | Xxx, Xxx Xxxxxx | TBD |
1 – Should Seller request to Take-In-Kind, per Article 4.5 of the Agreement, and deliver to DCP Sand Hills, Seller’s ability to deliver to such Delivery Point shall be subject to Seller entering into all Plant Product transportation agreements.
** Exhibit D will be amended to add meter numbers and locations of facilities if/when Buyer establishes such Plant Products Delivery Points.
END OF EXHIBIT D-1
Amendment No. 1 dated October 1, 2017
To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017
EXHIBIT E-1
to
GAS GATHERING, PROCESSING AND PURCHASE AGREEMENT
dated as of October 1, 2017
between
LUCID ENERGY DELAWARE, LLC
(Buyer)
and
(Seller)
INTERESTS IN THE DEDICATED ACREAGE
| State | County | Description |
| New Mexico | Lea | Xxxxxxx 00, Xxxxxxxx 00 X, Xxxxx 00 X |
| Xxx Xxxxxx | Lea | Xxxxxxx 00, Xxxxxxxx 00 X, Xxxxx 00 X |
| Xxx Xxxxxx | Xxx | Xxxxxxx 00, Xxxxxxxx 00 X, Xxxxx 00 X |
| Xxxxx | Loving | Xxxxx X00, Xxxxxxx 0, XXX, Xxxxxx X X, A-1401 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 0, XXX, Xxxxxx X X, A-1397 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, XXX, Xxxxxx X X & L, A-1391 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 0, XXX, Xxxxxx X X, A-1396 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, XXX, Xxxxxx X X, A-1394 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, XXX, Xxxxxx X X, A-1414 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 0, XXX, Xxxxxx X X, A-1395 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, XXX, Xxxxxx X X, A-1393 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, XXX, Xxxxxx X X, A-1392 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, XXX, Xxxxxxx X X, A-1324 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, XXX, Xxxxxxx X X, A-1323 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 0, XXX, Xxxxxx X X, A-1381 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 0, XXX, Xxxxxx X X, A-1377 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 0, XXX, Xxxxxxx X X, A-714 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 0, XXX, Xxxxxxxx R E, A-521 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 0, XXX, Xxxxxxxx R E, A-614 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 0, XXX, Xxxxxxxx R E, A-613 |
| Texas | Xxxxxxx | Block 74, Section 23, Xxxxxxx, X X, A-1021 |
| Texas | Xxxxxxx | Block 74, Section 32, Xxxxxxx, X X, A-1022 |
| Texas | Xxxxxxx | Block 74, Section 30, Xxxx, X X, A-1099 |
| Texas | Xxxxxxx | Block 74, Section 29, Xxxx, X X, A-1100 |
| Texas | Xxxxxxx | Block 74, Section 25, Xxxx, X X, A-1102 |
| Texas | Xxxxxxx | Block 74, Section 11, Xxxxxx, X X, A-1379 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Block 00, Xxxxxxx 0, Xxxxxxxxx, X, X-0000 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 00, Xxxxxxxxx, X, X-0000 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 00, Xxxxxxxxx, X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 0, Xxxxxxxxx, X, X-0000 |
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 00, Xxxxxxxxx, X, X-0000 |
Amendment No. 1 dated October 1, 2017
To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017
| Texas | Xxxxxxx | Xxxxx 00, Xxxxxxx 00, Xxxx, X X, X-0000 |
| Texas | Xxxxxxx | Block 74, Section 15, Xxxx, X X, A-1684 |
| Texas | Xxxxxxx | Block 74, Section 00, Xxxxxxxxxxx, X X, X-0000 |
| Xxxxx | Xxxxxxx | Block 74, Section 31, Xxxxxxx, X X, A-628 |
| Texas | Xxxxxxx | Block 74, Section 24, Xxxxx, C, A-955 |
| Texas | Xxxxxxx | Block 74, Section 26, Xxxxxx, X X, A-972 |
| Texas | Xxxxxxx | Block 74, Section 00, Xxxxxx, X X, X-0000 |
| Xxxxx | Xxxxxxx | Xxxxx 74, Section 00, Xxxxxx, X X, X-0000 |
| Xxxxx | Xxxxxxx | Xxxxx 75, Section 0, Xxxxxx, X X, X-0000 |
| Xxxxx | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Loving | Xxxxx X00, Xxxxxxx 0, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Block 74, Section 0, Xxxxxx, X X, X-0000 |
| Xxxxx | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 00, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Xxxxx X00, Xxxxxxx 0, Xxxxxx, X X, X-0000 |
| Texas | Xxxxxxx | Block 00, Xxxxxxx 00, Xxxxxxxxx, X, X-0000 |
DEDICATED ACREAGE MAP
Amendment No. 1 dated October 1, 2017
To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017
CONFLICTING DEDICATION
The Parties acknowledge and agree that the Interests are, as of the Effective Date, subject to prior written dedications and commitments for gathering, processing and purchase of Gas pursuant to the certain agreements provided below and that Seller shall be entitled to comply with such prior written dedications or commitments in accordance with the provisions of this Agreement.
| 1) | Gas Gathering Agreement dated July 2, 2012, as amended by and between Regency Field Services LLC (predecessor-in-interest to ETC Field Services LLC) and Permian Atlantis LLC (predecessor-in-interest to Lilis Energy, Inc.) with an expiration date of February 1, 2018. |
| 2) | Gas Gathering Agreement dated August 1, 2008, as amended by and between Regency Field Services LLC (predecessor-in-interest to ETC Field Services LLC) and Lakehills Production, Inc. (predecessor-in-interest to Lilis Energy, Inc.) with an expiration date of February 1, 2018. |
| 3) | Gas Gathering Agreement effective July 1, 2012, as amended by and between Anadarko Gathering Company LLC and SWEPI LP (predecessor-in-interest to Lilis Energy, Inc.) with an expiration date of December 31, 2017. |
The Parties acknowledge and agree that the following wellbores are, as of the Effective Date, subject to prior written dedications and alternative commitments for gathering, processing and purchase of Gas and therefore, such wellbores are excluded from the Dedication.
| State | County | Wellbore Name | API |
| Texas | Xxxxxxx | X.X. Xxxx | 00-000-00000 |
| Texas | Xxxxxxx | Xxxx 1 Unit #1 | 42-495-30070 |
| Texas | Xxxxxxx | Xxxx 22 Unit #1R | 00-000-00000 |
| Texas | Xxxxxxx | Xxxx 9 Unit #1 | 42-495-10933 |
| Texas | Xxxxxxx | Xxxx Estate 1-75 #1 | 42-495-30127 |
| Texas | Xxxxxxx | Xxxx Estate 21 #2 | 42-495-30285 |
| Texas | Xxxxxxx | Xxxx Estate 25 #1 | 42-495-10811 |
| Texas | Xxxxxxx | Xxxx Estate 25 #3 | 42-495-32097 |
| Texas | Xxxxxxx | Xxxxx Unit #1 | 42-495-10744 |
| Texas | Xxxxxxx | Xxxxx Unit #5 | 42-495-32750 |
| Texas | Xxxxxxx | Xxxxx Unit #6 | 42-495-32768 |
| Texas | Xxxxxxx | Xxxxxx | 00-000-00000 |
END OF EXHIBIT X-0
Xxxxxxxxx Xx. 0 dated October 1, 2017
To Gas Gathering, Processing and Purchase Agreement effective August 10, 2017
