Exhibit 10.57


 





AMENDMENT
NO. 5 TO CREDIT AGREEMENT


 


This Amendment No.
5 to Credit Agreement (this “Amendment”) dated as of February 20, 2018 (the “Effective Date”)
is among Lilis Energy, Inc. (the “Borrower”), certain subsidiaries of the Borrower party hereto (each, a “Guarantor”
and collectively, the “Guarantors”), Wilmington Trust, National Association, as administrative agent (the “Administrative
Agent”), Värde Partners, Inc., (“Värde”) in its capacity as the Lead Lender (as defined
in the Credit Agreement (as defined below)) and the other Lenders (as defined below) party hereto.


 


INTRODUCTION


 


Whereas, the Borrower,
the Guarantors, the Administrative Agent, Värde as the Lead Lender (as defined therein) and the other lenders party thereto
from time to time (the “Lenders”) are parties to that certain Credit Agreement dated as of April 26, 2017 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).


 


Whereas, the Borrower
has requested that Administrative Agent and the Lenders amend the Credit Agreement in certain respects as set forth herein, and
the Administrative Agent and the Lenders have agreed to the foregoing, on the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


Section 1. Defined Terms; Other Definitional Provisions. As used in this Amendment, each of the terms defined in the
opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit
Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly
provided to the contrary. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and
Exhibits to this Amendment, unless otherwise specified. The words “hereof”, “herein”, and “hereunder”
and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision
of this Amendment. The term “including” means “including, without limitation”. Paragraph headings have
been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are
not a part of this Amendment and shall not be used in the interpretation of any provision of this Amendment.


 


Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below,
and in reliance on the representations and warranties contained in Section 3 below, the Credit Agreement is hereby amended as follows:


 


(a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical
order:


 


“Amendment No. 5 Effective
Date” means February 20, 2018.


 


(b) Section 6.09 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (b),
(ii) replacing “.” at the end of clause (c) with “; and”, and (iii) adding a new clause (d) as set forth
below:


 


(d) at any time on or after the Amendment No. 5 Effective Date, the Borrower may
repurchase shares of its common stock for an aggregate purchase price not to exceed $10,000,000; provided that the Borrower
may not purchase any of its common stock pursuant to this clause (d) that is owned by any (A) Affiliate of the Borrower or
current employee, officer, or director of the Borrower or any Affiliate thereof and/or (B) former employee, former officer or
former director of the Borrower or any Affiliate thereof unless such purchase made pursuant to this clause (B) is at a market
price and on arm's length terms.


 






     


     


    

 


Section 3. Representations and Warranties. Each Credit Party hereby represents and warrants that: (a) after giving effect
to this Amendment, the representations and warranties contained in Article III of the Credit Agreement and in each
other Loan Document are true and correct in all material respects, except for any representation and warranty that is qualified
by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all
respects, on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct in all material respects, except for any representation and warranty
that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true
and correct in all respects, as of such earlier date; (b) after giving effect to this Amendment, no Default has occurred and is
continuing; (c) the execution, delivery and performance of this Amendment are within the corporate or limited liability company
power and authority of such Credit Party and have been duly authorized by appropriate corporate or limited liability company action
and proceedings; (d) this Amendment constitutes the legal, valid, and binding obligation of such Credit Party enforceable in accordance
with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the
rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses
and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment;
and (f) the Liens under the Loan Documents are valid and subsisting and secure the Credit Parties’ obligations under such
Loan Documents.


 


Section 4. Conditions to Effectiveness. This Amendment shall become effective on the Effective Date and enforceable against
the parties hereto upon the satisfaction of the following conditions precedent:


 


(a) the Administrative Agent and the Lead Lender shall have received this Amendment duly executed by the Borrower, the Guarantors,
the Administrative Agent, the Lenders party hereto (which constitute all Lenders party to the Credit Agreement) and the Lead Lender;


 


(b) the Borrower shall have paid on or about the Effective Date all costs and expenses which are payable pursuant to Section
10.03 of the Credit Agreement and which have been invoiced no later than one Business Days prior to the date hereof; and


 


(c) the Lead Lender and the Administrative Agent shall have received executed copies of any amendments to the Permitted First
Lien Credit Agreement executed on or about the date hereof.


 


Section 5. Acknowledgments and Agreements.


 


(a) Each Credit Party acknowledges that on the date hereof, all outstanding Obligations are payable in accordance with their
terms and each Credit Party waives any defense, offset, counterclaim or recoupment, in each case existing on the date hereof, with
respect to such Obligations. Each Credit Party does hereby adopt, ratify, and confirm the Credit Agreement and acknowledges and
agrees that the Credit Agreement is and remains in full force and effect, and each Credit Party acknowledges and agrees that its
respective liabilities and obligations under the Credit Agreement are not impaired in any respect by this Amendment.


 






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(b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing,
any breach of representations, warranties, and covenants under this Amendment shall be a Default or Event of Default, as applicable,
under the Credit Agreement.


 


Section 6. Reaffirmation of Guaranty. Each Guarantor hereby ratifies, confirms, and acknowledges that its obligations
under the Credit Agreement are in full force and effect and that each Guarantor continues to unconditionally and irrevocably, jointly
and severally, guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise,
of all of the Obligations, and its execution and delivery of this Amendment does not indicate or establish an approval or consent
requirement by the Guarantors in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement
or any of the other Loan Documents.


 


Section 7. Reaffirmation of Liens. Each Credit Party (a) is party to certain Security Documents securing and supporting
the Obligations under the Loan Documents, (b) represents and warrants that it has no defenses to the enforcement of the Security
Documents and that according to their terms the Security Documents will continue in full force and effect to secure the Obligations
under the Loan Documents, as the same may be amended, supplemented, or otherwise modified, and (c) acknowledges, represents,
and warrants that the liens and security interests created by the Security Documents are valid and subsisting and create an acceptable
security interest in the collateral to secure the Obligations under the Loan Documents, as the same may be amended, supplemented,
or otherwise modified.


 


Section 8. Counterparts. This Amendment may be signed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Transmission by facsimile or other electronic transmission of an executed counterpart of this Amendment
shall be deemed to constitute due and sufficient delivery of such counterpart.


 


Section 9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted pursuant to the Credit Agreement.


 


Section 10. Invalidity. In the event that any one or more of the provisions contained in this Amendment shall for any
reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Amendment.


 


Section 11. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State
of New York. Section 10.09 of the Credit Agreement is hereby incorporated by reference herein mutatis mutandis.


 


Section 12. Instruction to Administrative Agent. The Lenders hereby (i) authorize and instruct the Administrative Agent
to execute and deliver this Amendment and that certain Letter Agreement, dated as of the date hereof, by and between the Administrative
Agent and Riverstone Credit Management LLC and (ii) acknowledge and agree that the instruction set forth in this Section 12 constitutes
an instruction from the Lenders under the Loan Documents, including Section 9.03 and Section 9.04 of the Credit Agreement.


 






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Section 13. RELEASE. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each
Credit Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges
each Secured Party, its respective successors and assigns, officers, directors, employees, representatives, trustees, attorneys,
agents and affiliates (collectively the “Released Parties” and individually a “Released Party”)
from any and all actions, claims, demands, causes of action, judgments, executions, suits, debts, liabilities, costs, damages,
expenses or other obligations of any kind and nature whatsoever, direct and/or indirect, at law or in equity, whether now existing
or hereafter asserted, whether absolute or contingent, whether due or to become due, whether disputed or undisputed, whether known
or unknown (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE
OF ANY RELEASED PARTY) (collectively, the “Released Claims”), for or because of any matters or things occurring,
existing or actions done, omitted to be done, or suffered to be done by any of the Released Parties, in each case, on or prior
to the Effective Date and are in any way directly or indirectly arising out of or in any way connected to any of this Amendment,
the Credit Agreement, any other Loan Document, or any of the transactions contemplated hereby or thereby (collectively, the “Released
Matters”). Each Credit Party, by execution hereof, hereby acknowledges and agrees that the agreements in this Section
13 are intended to cover and be in full satisfaction for all or any alleged injuries or damages arising in connection with
the Released Matters herein compromised and settled. Each Credit Party hereby further agrees that it will not sue any Released
Party on the basis of any Released Claim released, remised and discharged by the Credit Parties pursuant to this Section 13.
In entering into this Amendment, each Credit Party consulted with, and has been represented by, legal counsel and expressly disclaim
any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the
validity and effectiveness of the releases set forth herein do not depend in any way on any such representations, acts and/or omissions
or the accuracy, completeness or validity hereof. The provisions of this Section 13 shall survive the termination of this
Amendment, the Credit Agreement and the other Loan Documents and payment in full of the Obligations.


 


Section 14. Entire Agreement. This Amendment, the Credit Agreement and the other Loan
Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede
any prior agreements, written or oral, with respect thereto.


 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.


 


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page has been left blank intentionally.]





 




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EXECUTED to be effective
as of the date first above written.


 


	 	BORROWER:
	 	 	 
	 	LILIS ENERGY, INC.
	 	 	 
	 	By:	/s/ Joseph C. Daches
	 	Name:	Joseph C. Daches
	 	Title:  	EVP, Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	GUARANTORS:
	 	 	 
	 	BRUSHY RESOURCES, INC.
	 	HURRICANE RESOURCES LLC
	 	LILIS OPERATING COMPANY, LLC
	 	IMPETRO OPERATING, LLC
	 	IMPETRO RESOURCES, LLC
	 	 	 
	 	By:	/s/ Joseph C. Daches
	 	Name:  	Joseph C. Daches
	 	Title:  	Chief Financial Officer and Treasurer


 


 





Signature Page to Amendment No. 5 to Credit
Agreement







 




     


     


    


 



	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Alisha Clendaniel
	 	Name:  	Alisha Clendaniel
	 	Title:  	Assistant Vice President
	 	 	 
	 	 	 
	 	LEAD LENDER:
	 	 	 
	 	VÄrde Partners, Inc.
	 	 	 
	 	By:	/s/ Markus Specks
	 	Name: 	Markus Specks
	 	Title:	Managing Director


 


 





Signature Page to Amendment No. 5 to Credit
Agreement




  



     


     


    




  


	 	SEVERALLY AND NOT JOINTLY FOR EACH ENTITY LISTED BELOW:
	 	 	 
	 	By:	/s/ Markus Specks
	 	Name:  	Markus Specks 
	 	Title:  	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 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., L.P., 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


 


 





Signature Page to Amendment No. 5 to Credit
Agreement