Item 1.01. Entry into a Material Definitive Agreement.
On December 8, 2020, Kimbell Royalty Partners, LP, a Delaware limited
partnership (the "Partnership"), entered into Amendment No. 2 (the "Second
Amendment") to the Partnership's existing Credit Agreement, dated as of January
11, 2017 (as amended by that certain Amendment No. 1 to Credit Agreement, dated
as of July 12, 2018, the "Existing Credit Agreement" and the Existing Credit
Agreement, as amended by the Second Amendment, the "Amended Credit Agreement"),
with certain subsidiaries of the Partnership, as guarantors, the lenders party
thereto, Citibank, N.A. ("Citi"), as administrative agent, and, solely for
purposes of Section 4, Section 11 and Section 13 therein, Frost Bank ("Frost"),
as resigning administrative agent.
The Second Amendment amends the Existing Credit Agreement to, among other
things, (i) increase commitments under the Amended Credit Agreement's senior
secured revolving credit facility (the "Credit Facility") from $225.0 million to
$265.0 million, the availability of which will equal the lesser of the aggregate
maximum elected commitments of the lenders up to the Maximum Facility Amount (as
defined below) and the borrowing base, which was set at $265.0 million under the
Amended Credit Agreement, (ii) permit aggregate commitments under the Credit
Facility to be increased up to $500.0 million (the "Maximum Facility Amount"),
subject to the satisfaction of certain conditions and the election of existing
lenders to increase commitments or the procurement of additional commitments
from new lenders, (iii) extend the maturity date under the Existing Credit
Agreement from February 8, 2022 to June 7, 2024, and (iv) reflect the change in
administrative agent from Frost to Citi under the Amended Credit Agreement.
The Amended Credit Agreement contains various affirmative, negative and
financial maintenance covenants. The Amended Credit Agreement also contains
customary events of default, including non-payment, breach of covenants,
materially incorrect representations, cross default, bankruptcy and change of
control.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 2.03 by reference.
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