Black Stone Minerals, L.P. 10-Q

Item 5. Other Information Item 1.01 Entry Into a Material Definitive Agreement 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. (the “Partnership”) entered into the Fifth Amendment to Fourth Amended and Restated Credit Agreement (the “Fifth Amendment”). The Fifth Amendment principally modifies the Credit Agreement to: (i) extend the maturity date to November 1, 2024; (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; (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)); (iv) add restrictions on the Partnership’s ability to pay distributions if: a. the availability under the Credit Facility is less than 10% of the lenders’ commitments; or b. the ratio of the Partnership’s total debt to EBITDAX for the four preceding fiscal quarters is greater than or equal to 3.0; and (v) add mechanics to handle the phaseout of LIBOR; and (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 The description of the Fifth Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference. 31 Item 6. Exhibits Exhibit Number Description 3.1 Certificate of Limited Partnership of Black Stone Minerals, L.P. (incorporated herein by reference to Exhibit 3.1 to Black Stone Minerals, L.P.’s Registration Statement on Form S-1 filed on March 19, 2015 (SEC File No. 333-202875)). 3.2 Certificate of Amendment to Certificate of Limited Partnership of Black Stone Minerals, L.P. (incorporated herein by reference to Exhibit 3.2 to Black Stone Minerals, L.P.’s Registration Statement on Form S-1 filed on March 19, 2015 (SEC File No. 333-202875)). 3.3 First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, by and among Black Stone Minerals GP, L.L.C. and Black Stone Minerals Company, L.P., (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on May 6, 2015 (SEC File No. 001-37362)). 3.4 Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of April 15, 2016 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on April 19, 2016 (SEC File No. 001-37362)). 3.5 Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of November 28, 2017 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on November 29, 2017 (SEC File No. 001-37362)). 3.6 Amendment No. 3 to First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated as of December 11, 2017 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.’s Current Report on Form 8-K filed on December 12, 2017 (SEC File No. 001-37362)). 3.7 Amendment No. 4 to First Amended and Restated Agreement of Limited Partnership of the Black Stone Minerals, L.P., dated as of April 22, 2020 (incorporated herein by reference to Exhibit 3.1 of Black Stone Minerals, L.P.'s Current Report on Form 8-K filed on April 24, 2020 (SEC File No. 001-37362)). 4 . 1 Registration Rights Agreement, dated as of November 28, 2017, by and between Black Stone Minerals, L.P. and Mineral Royalties One, L.L.C. (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. 001-37362)). 10.1 * Fifth Amendment to Fourth Amended and Restated Credit Agreement among Black Stone Minerals Company, L.P., as Borrower, Black Stone Minerals, L.P. as Parent MLP, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders dated as of April 30, 2021 31.1 * Certification of Chief Executive Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Chief Financial Officer of Black Stone Minerals, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 * Certification of Chief Executive Officer and Chief Financial Officer of Black Stone Minerals, L.P. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Schema Document 101.CAL* Inline XBRL Calculation Linkbase Document 101.LAB* Inline XBRL Label Linkbase Document 101.PRE* Inline XBRL Presentation Linkbase Document 101.DEF* Inline XBRL Definition Linkbase Document 104* Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. * Filed or furnished herewith. 32 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BLACK STONE MINERALS, L.P. By: Black Stone Minerals GP, L.L.C., its general partner Date: May 4, 2021 By: /s/ Thomas L. Carter, Jr. Thomas L. Carter, Jr. Chief Executive Officer and Chairman (Principal Executive Officer) Date: May 4, 2021 By: /s/ Jeffrey P. Wood Jeffrey P. Wood President and Chief Financial Officer (Principal Financial Officer) 33