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Item 1.01 Entry Into a Material Definitive Agreement
−Removed: On November 3, 2020, Black Stone Minerals Company, L.P.
−Removed: as borrower (the “Borrower”) under that certain Fourth Amended and Restated Credit Agreement, dated as of November 1, 2017, by and among the Borrower, Black Stone Minerals, L.P.
−Removed: (the “Partnership”), Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (the “Credit Agreement”), together with the Partnership entered into the Fourth Amendment to Fourth Amended and Restated Credit Agreement (the “Fourth Amendment”).
−Removed: The Fourth Amendment principally modifies the Credit Agreement to (i) amend the definition of “Applicable Margin” therein to increase the interest margin at all levels for both Eurodollar Loans (as defined in the Credit Agreement) and Base Rate Loans (as defined in the Credit Agreement) by 25 basis points and (ii) determine the Borrowing Base (as defined in the Credit Agreement) to be $400.0 million until such time as it is redetermined in accordance with the terms of the Credit Agreement.
+Added: On April 30, 2021, Black Stone Minerals Company, L.P., as borrower (the "Borrower") under that certain Fourth Amended and Restated Credit Agreement, dated as of November 1, 2017, by and among the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders signatory thereto (the “Credit Agreement”), together with Black Stone Minerals, L.P.
+Added: (the “Partnership”) entered into the Fifth Amendment to Fourth Amended and Restated Credit Agreement (the “Fifth Amendment”).
+Added: The Fifth Amendment principally modifies the Credit Agreement to:
+Added: (i) extend the maturity date to November 1, 2024;
+Added: (ii) reaffirm the Borrowing Base (as defined in the Credit Agreement) at $400,000,000 until such time as it is redetermined in accordance with the terms of the Credit Agreement;
+Added: (iii) increase the Applicable Margin (as defined in the Credit Agreement) to 2.5% - 3.5% (for Eurodollar Loans (as defined in the Credit Agreement)) and 1.5% to 2.5% (for Base Rate Loans (as defined in the Credit Agreement));
+Added: (iv) add restrictions on the Partnership’s ability to pay distributions if:
+Added: the availability under the Credit Facility is less than 10% of the lenders’ commitments;
+Added: the ratio of the Partnership’s total debt to EBITDAX for the four preceding fiscal quarters is greater than or equal to 3.0;
+Added: (v) add mechanics to handle the phaseout of LIBOR;
+Added: (vi) reallocate commitments among the lenders to accommodate lenders exiting the Credit Facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
−Removed: The description of the Fourth Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference.
+Added: The description of the Fifth Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference.
Exhibit Number Description
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(incorporated herein by reference to Exhibit 4.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on November 29, 2017 (SEC File No.
+Added: Fifth Amendment to Fourth Amended and Restated Credit Agreement among Black Stone Minerals Company, L.P., as Borrower, Black Stone Minerals, L.P.
+Added: as Parent MLP, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders dated as of April 30, 2021
Certification of Chief Executive Officer of Black Stone Minerals, L.P.
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its general partner
−Removed: November 3, 2020 By:
+Added: May 4, 2021 By:
/s/ Thomas L.
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(Principal Executive Officer)
−Removed: November 3, 2020 By:
+Added: May 4, 2021 By:
/s/ Jeffrey P.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.