FIRST AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.4
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made effective as of March 10, 2022 (the “Amendment”), by and among ENERGY 11 OPERATING COMPANY, LLC, a Delaware limited liability company (“Energy 11 Operating”) and ENERGY 11, L.P., a Delaware limited partnership (“Energy 11 LP”; Energy 11 Operating and Energy 11 LP are jointly, severally and collectively referred to herein as the “Borrowers” and each individually as a “Borrower”), ENERGY 11 GP, LLC, a Delaware limited liability company (“the “Guarantor”), each of the Lenders from time to time party hereto, BANCFIRST, an Oklahoma chartered bank (in its individual capacity, “BancFirst”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
WHEREAS, Borrowers and Lenders entered into that certain Credit Agreement executed on May 13, 2021 (the “Existing Credit Agreement”), for the purpose and consideration therein expressed; and
WHEREAS, the loan described in the Existing Credit Agreement is currently evidenced by those certain promissory notes from Borrowers in favor of each of the Lenders dated as of May 13, 2021 in the aggregate principal amount of $60,000,000.00 (the “Existing Notes”);
WHEREAS, Borrowers and Lenders desire to amend the Existing Credit Agreement as set forth herein; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Existing Credit Agreement, in consideration of the loans and other extensions of credit which may hereafter be made by Bank to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
ARTICLE I.
DEFINITIONS AND REFERENCES
Section 1.1 Terms Defined in the Existing Credit Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Existing Credit Agreement shall have the same meanings whenever used in this Amendment.
“Amendment” means this First Amendment to Credit Agreement.
“Amendment Documents” means this Amendment, any amendments to existing security documents deemed necessary by Administrative Agent and all other Loan Documents executed and delivered in connection herewith.
“Credit Agreement” means the Existing Credit Agreement as amended hereby.
ARTICLE II.
AMENDMENTS TO EXISTING CREDIT AGREEMENT
ARTICLE III.
CONDITIONS OF EFFECTIVENESS
(d) Existence & Good Standing Certificates. Borrower shall be in existence and in good standing with the State of Oklahoma.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
(a) All representations and warranties made by it in any Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the extent that such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specific date).
(b) It has duly taken all limited liability company action necessary to authorize the execution and delivery by it of the Amendment Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.
(c) The execution and delivery by it of the Amendment Documents to which it is a party, the performance by it of its obligations under such Amendment Documents, and the consummation of the transactions contemplated by such Amendment Documents, do not and will not (a) conflict with, violate or result in a breach of any provision of (i), to its knowledge, any Law, (ii) its organizational documents, or (iii) any material agreement, judgment, license, order or permit applicable to or binding upon it, (b) result in the acceleration of any indebtedness owed by it, or (c) result in or require the creation of any lien upon any of its assets or properties except as expressly contemplated or permitted in the Loan Documents. Except (x) as expressly contemplated in the Amendment Documents and (y) such as have been obtained or made and are in full force and effect, to its knowledge, no permit, consent, approval, authorization or order of, and no notice to or filing with, any governmental authority or third party is required on the part of or in its respect in connection with the execution, delivery or performance by it of any Amendment Document or to consummate any transactions contemplated by the Amendment Documents.
(d) This Amendment is, and the other Amendment Documents when duly executed and delivered will be, legal, valid and binding obligations of it, enforceable against it in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors’ rights and by general principles of equity.
ARTICLE V.
MISCELLANEOUS
Section 7.7 Governing Law. This Amendment shall be governed by, and construed in accordance with, the Laws of the State of Oklahoma.
THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
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BORROWERS: |
ENERGY 11 OPERATING COMPANY, LLC, a Delaware limited liability company |
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By: ENERGY 11, L.P., a Delaware limited partnership |
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Title: Sole Member |
By: |
ENERGY 11 GP, LLC, a |
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Delaware limited liability company |
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Title: |
General Partner |
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By: |
/s/ Xxxxx XxXxxxxx |
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Xxxxx XxXxxxxx, Manager |
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ENERGY 11, L.P. | ||||
By: ENERGY 11 GP, LLC, a Delaware limited liability company |
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Title: General Partner |
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By: |
/s/ Xxxxx XxXxxxxx |
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Xxxxx XxXxxxxx, Manager |
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GUARANTOR: |
ENERGY 11 GP, LLC, a Delaware limited liability company |
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By: |
/s/ Xxxxx XxXxxxxx |
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Xxxxx XxXxxxxx, Manager |
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ADMINISTRATIVE AGENT/LENDER: |
BANCFIRST, as Administrative Agent and a |
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Lender | ||||
By: | /s/ Xxxxxxx Xxxxxx Whiteside | |||
Xxxxxxx Xxxxxx Xxxxxxxxx, Vice President | ||||
LENDER: | MIDFIRST BANK | |||
By: | /s/ Xxxx Xxxxxx | |||
Xxxx Xxxxxx, Vice President | ||||
LENDER: | GATEWAY FIRST BANK | |||
By: | /s/ Xxxxxxx Xxxxxx | |||
Xxxxxxx Xxxxxx, Senior Commercial Banking Executive | ||||
LENDER: | PEGASUS BANK | |||
By: | /s/ Xxxxx Xxxxx | |||
Xxxxx Xxxxx, Executive Vice President | ||||