EX-99.20 2 ef20025571_ex20.htm EXHIBIT 20

Exhibit 20
 
November 8, 2023
 
Battalion Oil Corporation
3505 West Sam Houston Parkway
Suite 300
Houston, Texas 77043

Reference is made to that Purchase Agreement, dated March 28, 2023, by and among Battalion Oil Corporation (the “Company”), on one hand, and Luminus Energy Partners Master Fund, Ltd., OCM HLCN Holdings, L.P. and Gen IV Investment Opportunities, LLC (the “Purchasers”), on the other (the “Purchase Agreement”). Capitalized terms not defined herein shall have the meaning provided in the Purchase Agreement.
 
We, the Purchasers, confirm that if the Company should make a formal written request to the Purchasers on or before November 30, 2024, the Purchasers will and have the ability to upsize the Purchase Agreement and promptly purchase from the Company up to $55,000,000 in total additional Purchased Securities (such formal written request may be in two or more divided parts over the time period). However, this letter shall expire upon a change of control that repays and terminates the Company’s Senior Secured Credit Agreement dated November 24, 2021, as amended. For the avoidance of doubt, such purchase would be pursuant to the terms of the Purchase Agreement, including, but not limited to, Section 2.04.
 
Purchasers do not intend to undertake any decision or action that would reasonably be expected to negatively affect the Company's ability to continue as a going concern through at least one year and a day beyond November 30, 2023.

[Signatures continued on following page.]


 
LUMINUS ENERGY PARTNERS MASTER FUND, LTD
   
 
By
/s/ Jonathan Barrett
 
Name:
Jonathan Barrett
 
Title:
President
   
Luminus Management, LLC
 
[Signatures continued on following page.]

 
GEN IV INVESTMENT OPPORTUNITIES, LLC
     
 
By
/s/ Jeff Wade
 
Name:
Jeff Wade
 
Title:
CCO


Schedule A
(assuming 55,000 shares)
 
Purchaser
 
Series A-2
Preferred
Stock
   
Allocated
Purchase Price
 
LUMINUS ENERGY PARTNERS MASTER FUND, LTD
c/o Luminus Management, LLC
1811 Bering Drive
Suite 400
Houston, TX 77057
Attention: Jonathan Barrett; Carlos Treistman; Philip Cibulsky
E-mail: jbarrett@luminusmgmt.com;
ctreistman@luminusmgmt.com; pcibulsky@luminusmgmt.com
   
27,046
   
$
26,369,850
 
                 
OCM HLCN HOLDINGS, L.P.

c/o Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Attention: Jordan Mikes
E-mail: jmikes@oaktreecapital.com
   
17,535
   
$
17,096,625
 
                 
GEN IV INVESTMENT OPPORTUNITIES, LLC
1700 Broadway, 35th floor
New York, NY 10019
Attention: David Chang
E-mail: dchang@LSpower.com
   
10,419
   
$
10,158,525
 
                 
Total
   
55,000
   
$
53,625,000