Restructuring Agreement Sample Contracts

Summit Midstream Partners, LP – EQUITY RESTRUCTURING AGREEMENT (February 26th, 2019)

This EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of February 25, 2019, is entered into by and among Summit Midstream Partners, LP, a Delaware limited partnership (“SMLP”), Summit Midstream GP, LLC, a Delaware limited liability company and the general partner of SMLP (the “General Partner”), and Summit Midstream Partners Holdings, LLC, a Delaware limited liability company and the sole member of the General Partner (“Holdings”). SMLP, the General Partner and Holdings are individually referred to herein as a “party” and collectively as the “parties”.

PBF Energy Co LLC – EQUITY RESTRUCTURING AGREEMENT (February 14th, 2019)

This EQUITY RESTRUCTURING AGREEMENT (as amended or supplemented from time to time, this “Agreement”), dated February 13, 2019, is entered into by and among PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”). PBF LLC, the General Partner and the Partnership are each a “Party” and collectively the “Parties.” Capitalized terms used but not otherwise defined herein have the meaning set forth in the Existing Partnership Agreement (as defined below).

PBF Logistics LP – EQUITY RESTRUCTURING AGREEMENT (February 14th, 2019)

This EQUITY RESTRUCTURING AGREEMENT (as amended or supplemented from time to time, this “Agreement”), dated February 13, 2019, is entered into by and among PBF Energy Company LLC, a Delaware limited liability company (“PBF LLC”), PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”), and PBF Logistics LP, a Delaware limited partnership (the “Partnership”). PBF LLC, the General Partner and the Partnership are each a “Party” and collectively the “Parties.” Capitalized terms used but not otherwise defined herein have the meaning set forth in the Existing Partnership Agreement (as defined below).

Windtree Therapeutics Inc /De/ – PAYMENT RESTRUCTURING AGREEMENT (December 7th, 2018)

THIS PAYMENT RESTRUCTURING AGREEMENT (the "Agreement") is made and entered into as of December 7, 2018 (the "Effective Date"), by and between WINDTREE THERAPEUTICS, INC., a corporation organized and existing under the laws of the state of Delaware having its principal place of business at 2600 Kelly Road, Suite 100, Warrington, PA 18976 USA ("Windtree”), and BATTELLE MEMORIAL INSTITUTE, through its Corporate Operations, a corporation organized and existing under the laws of the state of Ohio having its principal place of business at 505 King Avenue, Columbus, Ohio 43201-2693, USA ("Battelle”). Windtree and Battelle may be referred to herein individually as a "Party" or collectively as "Parties."

EnLink Midstream Partners, LP – PREFERRED RESTRUCTURING AGREEMENT (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of           , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:

EnLink Midstream Partners, LP – PREFERRED RESTRUCTURING AGREEMENT (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of           , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:

EnLink Midstream, LLC – PREFERRED RESTRUCTURING AGREEMENT (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of           , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:

EnLink Midstream, LLC – PREFERRED RESTRUCTURING AGREEMENT (October 22nd, 2018)

THIS TENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENLINK MIDSTREAM PARTNERS, LP dated as of           , is entered into by and among EnLink Midstream GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions, and agreements contained herein, the parties hereto hereby agree as follows:

Sport Endurance, Inc. – RESTRUCTURING AGREEMENT (August 21st, 2018)

This RESTRUCTURING AGREEMENT (this “Agreement”) dated as of August 21, 2018 is entered into by and among Sport Endurance, Inc., a Nevada corporation (“SENZ”), Yield Endurance, Inc., a New Jersey corporation and wholly-owned subsidiary of SENZ (“Yield”), Prism Funding Co. LP, a Delaware limited partnership (“Prism”) and Madison Partners LLC, a Delaware limited liability company (“Madison” or “Buyer”, and together with SENZ, Yield and Prism, the “Parties”).

Pintec Technology Holdings Ltd – Restructuring Agreement by and among Pintec Holdings Limited and Shareholders as set forth in Schedule A December 1, 2017 (July 16th, 2018)

THIS RESTRUCTURING AGREEMENT (the “Agreement”) is entered into on 1st day of December, 2017 in Beijing, People’s Republic of China (“PRC”)

HUYA Inc. – Guangzhou Huaduo Network Technology Company Limited Zhuhai Branch of Guangzhou Huaduo Network Technology Company Limited Guangzhou Huanju Shidai Information Technology Company Limited And Guangzhou Huya Information Technology Company Limited Zhuhai Branch of Guangzhou Huya Information Technology Company Limited ASSET RESTRUCTURING AGREEMENT December 31, 2016 (April 9th, 2018)

This Asset Restructuring Agreement (hereinafter referred to as “this Agreement”) is executed by and among the following parties on December 31, 2016:

HUYA Inc. – Guangzhou Huaduo Network Technology Company Limited Zhuhai Branch of Guangzhou Huaduo Network Technology Company Limited Guangzhou Huanju Shidai Information Technology Company Limited And Guangzhou Huya Information Technology Company Limited Zhuhai Branch of Guangzhou Huya Information Technology Company Limited ASSET RESTRUCTURING AGREEMENT December 31, 2016 (March 14th, 2018)

This Asset Restructuring Agreement (hereinafter referred to as “this Agreement”) is executed by and among the following parties on December 31, 2016:

Manitex International, Inc. – Re: Restructuring Agreement (March 12th, 2018)

Further to the agreements recently reached, transcribed below is the text of your proposal to show our full acceptance of the same.

Sunlands Online Education Group – Restructuring Agreement (February 23rd, 2018)

This restructuring agreement (hereinafter referred to as “Agreement”) was made and entered into as of June 19, 2017 in Beijing of the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

Sunlands Online Education Group – Supplementary Agreement to the Restructuring Agreement (February 23rd, 2018)

This Supplementary Agreement to the Restructuring Agreement (hereinafter referred to as “Agreement”) was made and entered into as of the 25th day of November, 2017 in Beijing of the People’s Republic of China (“PRC”) by and among the parties (hereinafter referred to as “Parties”) as follows:

Spectra Energy Partners, LP – EQUITY RESTRUCTURING AGREEMENT (January 22nd, 2018)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPECTRA ENERGY PARTNERS, LP dated as of January 21, 2018 is entered into by and between Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership, as the General Partner, and the other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Enbridge Inc – EQUITY RESTRUCTURING AGREEMENT (January 22nd, 2018)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SPECTRA ENERGY PARTNERS, LP dated as of January 21, 2018 is entered into by and between Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership, as the General Partner, and the other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Energy Transfer Equity, L.P. – EQUITY RESTRUCTURING AGREEMENT (January 16th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USA COMPRESSION PARTNERS, LP, dated as of [●], 2018, is entered into by and among USA Compression GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

USA Compression Partners, LP – EQUITY RESTRUCTURING AGREEMENT (January 16th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF USA COMPRESSION PARTNERS, LP, dated as of [·], 2018, is entered into by and among USA Compression GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Eight Dragons Co. – RESTRUCTURING AGREEMENT Dated as of December 26, 2017 (January 2nd, 2018)

This Restructuring Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Eight Dragons Company, a Nevada corporation (the “Company”), Una Taylor, the Chief Executive Officer of the Company (“Taylor”), and Rokk3r Labs LLC, a Florida limited liability company (“Rokk3r”). Each of the Company, Taylor and Rokk3r may be referred to herein, individually, as a “Party” or, collectively, as the “Parties.”

Marathon Petroleum Corp – PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENT (December 19th, 2017)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP dated as of [●], 2018, is entered into by and among MPLX GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

Mplx Lp – PARTNERSHIP INTERESTS RESTRUCTURING AGREEMENT (December 19th, 2017)

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MPLX LP dated as of [●], 2018, is entered into by and among MPLX GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are or become Partners in the Partnership or parties hereto as provided herein.

J.G. Wentworth Co – The J.G. Wentworth Company Announces Consensual Restructuring Agreement with Lenders to Significantly Reduce its Debt and Fortify its Balance Sheet (November 9th, 2017)

Chesterbrook, Pa., November 9, 2017 – The J.G. Wentworth Company (together with its consolidated subsidiaries, the “Company”) today announced an agreement, with lenders (the “Lenders”) holding over 87% of the aggregate principal amount outstanding under the Company’s $449.5 million senior secured credit facility (the “Credit Facility”), to significantly deleverage the Company. The agreement, under which current Lenders have agreed to exchange their claims under the Credit Facility for cash consideration and at least 95.5% of the equity in the newly-restructured Company, will enable the Company to enhance its financial flexibility, fortify its balance sheet and accelerate its long-term growth initiatives.

MusclePharm Corp – RESTRUCTURING AGREEMENT (November 8th, 2017)

This Restructuring Agreement (the “Agreement”) is made as of November 3, 2017, by and between Ryan Drexler, an individual (“Drexler”) and MusclePharm Corporation, a Nevada corporation (the “Company”).

Holly Energy Partners Lp – EQUITY RESTRUCTURING AGREEMENT between HOLLY ENERGY PARTNERS, L.P. and HEP LOGISTICS HOLDINGS, L.P. Dated as of October 18, 2017 (October 19th, 2017)

This EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of October 18, 2017, is entered into by and between Holly Energy Partners. L.P., a Delaware limited partnership (the “Partnership”), and HEP Logistics Holdings, L.P., a Delaware limited partnership (the “General Partner”, and together with the Partnership, the “Parties”).

HollyFrontier Corp – EQUITY RESTRUCTURING AGREEMENT between HOLLY ENERGY PARTNERS, L.P. and HEP LOGISTICS HOLDINGS, L.P. Dated as of October 18, 2017 (October 19th, 2017)

This EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of October 18, 2017, is entered into by and between Holly Energy Partners. L.P., a Delaware limited partnership (the “Partnership”), and HEP Logistics Holdings, L.P., a Delaware limited partnership (the “General Partner”, and together with the Partnership, the “Parties”).

Delcath Systems, Inc. – AMENDMENT NO. 1 TO RESTRUCTURING AGREEMENT (October 11th, 2017)

WHEREAS, reference is hereby made to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the “Securities Purchase Agreement”), pursuant to which the Investor and such other buyers acquired (i) certain senior secured convertible notes (the “Notes”), convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) warrants to acquire shares of the Common Stock.

Synthesis Energy Systems Inc – Synthesis Energy Systems, Inc. Announces Closing of the Tianwo-SES Clean Energy Technologies Co. Restructuring Agreement, Receives $1.67 Million and Retains 25% Share Ownership Innovative Coal Chemical Design Institute Joins Chinese JV as Third Partner (August 29th, 2017)

HOUSTON, Aug. 29, 2017 (GLOBE NEWSWIRE) -- Synthesis Energy Systems, Inc. (SES) (NASDAQ:SYMX), a global leader in the clean and efficient production of low-cost synthesis gas for high value energy and chemical products, today announced it has closed the restructuring of its Chinese joint venture, Tianwo-SES Clean Energy Technologies Co., Ltd. (Tianwo-SES). Further, SES announced it has received 11.15 million Yuan (approximately $1.67 million), which represents all remaining funds related to the restructuring agreements. As part of the restructuring SES reduces its 35% ownership to 25% and its existing partner, Suzhou THVOW Technology Co., Ltd. (THVOW) (Shenzhen listing code:002564), reduces its ownership from 65% to 50%. Innovative Coal Chemical Design Institute (ICCDI), which engineered and constructed all three Aluminum Corporation of China (CHALCO) SES Gasification Technology (SGT) projects, joins forces in the Tianwo-SES joint venture with a 25% share ownership. The parties are n

Delcath Systems, Inc. – RESTRUCTURING AGREEMENT (August 28th, 2017)

WHEREAS, reference is hereby made to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the “Securities Purchase Agreement”), pursuant to which the Investor and such other buyers acquired (i) certain senior secured convertible notes (the “Notes”), convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) warrants to acquire shares of the Common Stock. Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement.

Delcath Systems, Inc. – RESTRUCTURING AGREEMENT (August 28th, 2017)

WHEREAS, reference is hereby made to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company, the Investor and certain other buyers signatory thereto (the “Securities Purchase Agreement”), pursuant to which the Investor and such other buyers acquired (i) certain senior secured convertible notes (the “Notes”), convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) warrants to acquire shares of the Common Stock. Capitalized terms not defined herein shall have the meaning as set forth in the Securities Purchase Agreement.

Pedevco Corp – Pacific Energy Development Announces Entry into Significant Equity Funding and Company Restructuring Agreement (August 18th, 2017)

August 18, 2017 – PEDEVCO Corp. d/b/a Pacific Energy Development (NYSE American: PED) (the “Company”), announced today that it has entered into a definitive subscription agreement to receive $12 million in equity financing as part of the previously announced company restructuring. A Hong Kong investment group (the “Equity Investors”) led by investor Dragon Gem Limited has agreed to the terms of the restructuring whereby approximately $61 million of the Company’s debt will be converted into common stock of the Company, leaving only the current $5.8 million of senior secured debt but with a lower interest rate, no sweep or payments due until May, 2019. Both the Equity Investors and converting note holders will receive Series B Preferred Stock for their investment at closing and, upon receipt of Company shareholder and NYSE American additional listing approval, the Series B Preferred Stock will be convertible into common stock of the Company, with the Company’s issued and outstanding capi

Western Refining Logistics, LP – SPONSOR EQUITY RESTRUCTURING AGREEMENT (August 14th, 2017)

This SPONSOR EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 13, 2017, is entered into between Andeavor, a Delaware corporation (“Andeavor”), Andeavor Logistics LP, a Delaware limited partnership (“AMLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (“AMLP GP”, and together with Andeavor and AMLP, the “parties”).

Andeavor – SPONSOR EQUITY RESTRUCTURING AGREEMENT (August 14th, 2017)

This SPONSOR EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 13, 2017, is entered into between Andeavor, a Delaware corporation (“Andeavor”), Andeavor Logistics LP, a Delaware limited partnership (“AMLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (“AMLP GP”, and together with Andeavor and AMLP, the “parties”).

Andeavor – SPONSOR EQUITY RESTRUCTURING AGREEMENT (August 14th, 2017)

This SPONSOR EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 13, 2017, is entered into between Andeavor, a Delaware corporation (“Andeavor”), Andeavor Logistics LP, a Delaware limited partnership (“AMLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (“AMLP GP”, and together with Andeavor and AMLP, the “parties”).

Western Refining Logistics, LP – SPONSOR EQUITY RESTRUCTURING AGREEMENT (August 14th, 2017)

This SPONSOR EQUITY RESTRUCTURING AGREEMENT (this “Agreement”), dated as of August 13, 2017, is entered into between Andeavor, a Delaware corporation (“Andeavor”), Andeavor Logistics LP, a Delaware limited partnership (“AMLP”), and Tesoro Logistics GP, LLC, a Delaware limited liability company (“AMLP GP”, and together with Andeavor and AMLP, the “parties”).