SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
This Second Amendment to Second Amended and Restated Credit Agreement (this Second Amendment) dated as of July 8, 2022 (the Second Amendment Effective Date), is among Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (Borrower), each of the Guarantors, each of the Lenders party hereto, the Issuing Bank and Bank of America, N.A. (in its individual capacity, Bank of America), as Administrative Agent (in such capacity, the Administrative Agent) for the Lenders.
R E C I T A L S
A. The Borrower, the Administrative Agent, the Lenders, the Issuing Bank and the other parties thereto are parties to that certain Second Amended and Restated Credit Agreement dated as of June 7, 2022 (as amended, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), pursuant to which the Lenders and the Issuing Bank have agreed to make extensions of credit to the Borrower for the purposes and subject to the terms and conditions set forth therein.
B. The Loan Parties are acquiring certain of the Oil and Gas Properties of the Seller (as defined below) (such acquired properties the Momentum Acquisition Properties), pursuant to that certain Purchase and Sale Agreement dated as of June 21, 2022, between KMF Land, as purchaser, and Momentum Minerals Operating, LP, a Delaware limited partnership, Momentum Minerals Operating II, LP, a Delaware limited partnership, Momentum Minerals Nominee, Inc., a Delaware corporation, Momentum Minerals Nominee II, Inc., a Delaware corporation, and Athene Annuity & Life Assurance Company, a Delaware corporation, as sellers (collectively, the Seller) (such agreement, the Momentum Acquisition Agreement, and such acquisition, the Momentum Acquisition).
C. In connection with the contemplated Momentum Acquisition, the Borrower has requested that the Lenders amend the Credit Agreement to permit the Borrower to incur additional term loans in an aggregate principal amount of $175,000,000 pursuant to the Bridge Term Loan Agreement, as amended by that certain First Amendment to 364-Day Bridge Term Loan Agreement dated as of the date hereof (the Bridge Term Loan First Amendment), the entire amount of the proceeds of which, if incurred, will be used by the Loan Parties to fund a portion of the purchase price for the Momentum Acquisition and related fees and expenses.
D. The Borrower, the Administrative Agent, the Issuing Bank and the Lenders party hereto have agreed to amend the Credit Agreement to, among other things, permit the additional term loans under the Bridge Term Loan Agreement and the transactions contemplated thereby, subject to the terms and conditions hereof.