exh1016thamendment






2258168.1:613505.02679  Sixth Amendment to Credit Agreement    SIXTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO NOTE  THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMDNT TO NOTE  (this "Amendment"), is made and entered into effective as of December 28, 2020 (the "Effective Date"),  by and between EVOLUTION PETROLEUM CORPORATION, a Nevada corporation ("EPC"),  EVOLUTION PETROLEUM OK, INC., a Texas corporation (“Evolution Texas”), NGS  TECHNOLOGIES, INC., a Delaware corporation (“NGS”), EVOLUTION ROYALTIES, INC., a  Delaware corporation (“Evolution Royalties”; EPC, Evolution Texas, NGS, and Evolution Royalties are  collectively referred to herein as the “Original Borrowers”), EVOLUTION PETROLEUM WEST,  INC., a Delaware corporation (“Evolution West”; Evolution West and the Original Borrowers are  collectively referred to herein as the “Borrowers”) and MIDFIRST BANK, a federally chartered savings  association ("Lender").  RECITALS  A. Borrowers and Lender are parties to that certain Credit Agreement dated as of April 11, 2016, as amended by that certain First Amendment to Credit Agreement dated as of October 18, 2017 and  as further amended by that certain Second Amendment to Credit Agreement dated as of February 1, 2018  and as further amended by that certain Third Amendment to Credit Agreement dated as of May 25, 2018  and as further amended by that certain Fourth Amendment to Credit Agreement dated as of December 31,  2018 and as further amended by that certain Fifth Amendment to Credit Agreement dated as of November  2, 2020 (the "Existing Credit Agreement"). Capitalized terms used in this Amendment and not otherwise  defined herein have the respective meanings assigned to them in the Existing Credit Agreement.  B. The Loan is currently evidenced by that certain Amended and Restated Promissory Note in the face amount of $50,000,000.00 dated as of February 1, 2018 (the “Note”).  C. The Borrowers and the Lender have agreed to modify and replace a financial covenant and such other modifications as set forth herein.  NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements  herein contained, and for other good and valuable consideration, the receipt and adequacy of which are  hereby acknowledged, the parties 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.  Section 1.2 Other Defined Terms.  Unless the context otherwise requires, the following terms  when used in this Amendment shall have the meanings assigned to them in this Section 1.2.  “Amendment” means this Sixth Amendment to Credit Agreement.  “Amendment Documents” means this Amendment, and all other Loan Documents  executed and delivered in connection herewith.  “Credit Agreement” means the Existing Credit Agreement as amended hereby.  Exhibit 10.1 





 






2258168.1:613505.02679  2 Sixth Amendment to Credit Agreement    ARTICLE II.  AMENDMENTS TO CREDIT AGREEMENT AND NOTE  Section 2.1 Amendments to Article 1 of the Existing Credit Agreement.  (a) Additional definitions for the terms “Available Commitment”, “Current Assets” and “Current Liabilities” shall be added to Section 1.01 of the Existing Credit Agreement, Defined Terms,  to be inserted in their appropriate alphabetical location and to state as follows:  "Available Commitment" shall mean, at any time, (a) the Commitment  at such time minus (b) the aggregate Total Outstandings at such time.  "Current Assets" shall mean, at any time, the sum of (a) the  consolidated current assets of the Borrower at such time, plus (b) the Available  Commitment at such time, but excluding any non-cash assets arising under  Accounting Standards Codification (“ASC”) 815  "Current Liabilities" shall mean, at any time, the consolidated current  liabilities of the Borrower at such time, but excluding (a) current maturities of  long term debt of the Borrower under this Agreement and the other Loan  Documents and (b) any non-cash liabilities arising under Accounting Standards  Codification (“ASC”) 815.  "Current Ratio" means, the ratio of (a) Borrower’s consolidated Current  Assets to (b) Borrower’s consolidated Current Liabilities.  (b) The definitions for the terms “Debt Service” and “Debt Service Coverage Ratio” shall be deleted from Section 1.01 of the Existing Credit Agreement, Defined Terms.  Section 2.2 Amendments to Article 7 of the Existing Credit Agreement.  (a) Paragraph “(b)”, Debt Service Coverage Ratio, of Section 7.12 of the Existing Credit Agreement, Financial Covenants, is hereby amended, restated and re-captioned as follows:  (b) Current Ratio.  Maintain, as of the last day of each fiscal quarter, on a consolidated basis a Current Ratio of not less than 1.00 to 1.00.  ARTICLE III.  CONDITIONS OF EFFECTIVENESS  Section 3.1 Effective Date.  This Amendment shall become effective as of the date first  above written when and only when:  (a) Amendment Documents.  Lender shall have received duly executed and delivered counterparts of each Amendment Document (i) in form, substance and date satisfactory to  Lender, and (ii) in such numbers as Lender or its counsel may reasonably request.  (b) Certificate.  Lender shall have received a certificate of a Responsible Officer of Borrower certifying as of the date of this Amendment (i) that there have been no changes to its  





 






2258168.1:613505.02679  3 Sixth Amendment to Credit Agreement    Organizational Documents since the Closing Date, and (ii) that there are no resolutions or other action of  Borrower prohibiting the transactions described in this Amendment.  (c) Other Documentation.  Lender shall have received all documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1.  All such  additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and  date.   (d) No Default.  No event shall have occurred and be continuing that would constitute an Event of Default or a Default.  ARTICLE IV.  REPRESENTATIONS AND WARRANTIES  Section 4.1 Representations and Warranties of Borrower.  In order to induce Lender to enter  into this Amendment, each Borrower represents and warrants to Lender that:  (a) All representations and warranties made by each Borrower 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) Each Borrower has duly taken all corporate 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  and will provide Lender with any approval thereof at the next scheduled meeting of any such Borrower’s  board of directors.  (c) The execution and delivery by each Borrower of the Amendment Documents to which it is a party, the performance by each Borrower 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 any Borrower’s  knowledge, any Law, (ii) any Borrower’s Organization Documents, or (iii) any material agreement,  judgment, license, order or permit applicable to or binding upon any Borrower, (b) result in the  acceleration of any Indebtedness owed by any Borrower, or (c) result in or require the creation of any  Lien upon the assets or properties of any Borrower 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 each Borrower’s 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 respect of any Borrower in connection with the execution,  delivery or performance by each Borrower 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 each Borrower, enforceable against each  Borrower 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.   





 






2258168.1:613505.02679  4 Sixth Amendment to Credit Agreement    ARTICLE V.  MISCELLANEOUS  Section 5.1 Ratification of Agreements.  The Existing Credit Agreement as hereby amended  is hereby ratified and confirmed in all respects.  The Loan Documents, as they may be amended or  affected by the various Amendment Documents, are hereby ratified and confirmed in all respects.  Any  reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the  Existing Credit Agreement as hereby amended.  The execution, delivery and effectiveness of this  Amendment and the other Amendment Documents shall not, except as expressly provided herein or  therein, operate as a waiver of any right, power or remedy of Lender under the Credit Agreement, the  Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the  Notes or any other Loan Document.  Section 5.2 Survival of Agreements.  All of each Borrower’s various representations,  warranties, covenants and agreements in the Amendment Documents shall survive the execution and  delivery thereof and the performance thereof, including the making or granting of the Loans and the  delivery of the other Loan Documents, and shall further survive until all of the Obligations are paid in full  to Lender and all of Lender’s obligations to Borrowers are terminated.    Section 5.3 Waiver of Jury Trial.  EACH OF THE BORROWERS AND LENDER (BY  THEIR ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY  AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN  RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE)  BETWEEN OR AMONG THE BORROWERS AND THE LENDER, ARISING OUT OF OR IN ANY  WAY RELATED TO THIS DOCUMENT, ANY OTHER RELATED DOCUMENT, OR ANY  RELATIONSHIP BETWEEN THE LENDER AND THE BORROWERS OR ANY BORROWER.   THIS PROVISION IS A MATERIAL INDUCEMENT TO THE LENDER TO PROVIDE THE  FINANCING DESCRIBED HEREIN.  Section 5.4 Interpretive Provisions.  Section 1.2 of the Existing Credit Agreement is  incorporated herein by reference herein as if fully set forth. Unless the context clearly indicates otherwise,  all references to "Borrower" mean either or any Borrower.  Each Borrower is jointly and severally liable  for the Obligations.  Lender may sue any Borrower, jointly or individually, without impairing Lender's  rights against any other Borrower.  Lender may compromise with any Borrower or any other Person for  any sum Lender sees fit.  Lender may release any Borrower or any other Person from any liability for the  Obligations without impairing Lender's right to demand and collect the balance of the Obligations from  any Borrower or other Person.  No compromise or release will, except as specifically set forth in the  Agreement, impair Borrowers’ rights amongst themselves.  Section 5.5 Loan Documents.  The Amendment Documents are each a Loan Document, and  all provisions in the Existing Credit Agreement pertaining to Loan Documents apply thereto.  Section 5.6 Governing Law.  This Amendment shall be governed by, and construed in  accordance with, the Laws of the State of Texas.  Section 5.7 Counterparts; Fax.  This Amendment may be separately executed in counterparts  and by the different parties hereto in separate counterparts, each of which when so executed shall be  deemed to constitute one and the same Amendment.  The Amendment Documents may be validly  executed by facsimile or other electronic transmission.  THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS REPRESENT THE  FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY  





 






2258168.1:613505.02679  5 Sixth Amendment to Credit Agreement    EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS  OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE  PARTIES.  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as  of the date first above written.  [The remainder of this page has been intentionally left blank.]  





 






2258168.1:613505.02679  Sixth Amendment to Credit Agreement    Signature Page to Sixth Amendment to Credit Agreement  IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as  of the date first above written.  BORROWERS: EVOLUTION PETROLEUM  CORPORATION, a Nevada corporation  By: s/s JASON BROWN  Name:  Jason Brown  Title:    Chief Executive Officer and President  EVOLUTION PETROLEUM OK, INC., a  Texas corporation  By: s/s JASON BROWN  Name:  Jason Brown  Title:    Chief Executive Officer and President  NGS TECHNOLOGIES, INC., a Delaware  corporation  By: s/s JASON BROWN  Name:  Jason Brown  Title:    Chief Executive Officer and President  EVOLUTION ROYALTIES, INC., a  Delaware corporation  By: s/s JASON BROWN  Name:  Jason Brown  Title:    Chief Executive Officer and President  EVOLUTION PETROLEUM WEST, INC., a  Delaware corporation  By: s/s JASON BROWN  Name:  Jason Brown  Title:    Chief Executive Officer and President  





 






2258168.1:613505.02679   LENDER: MIDFIRST BANK  By:       s/s CHAY KRAMER  Name:  Chay Kramer  Title:    Vice President