EXHIBIT
10.1


 


THIRD AMENDMENT TO

SENIOR REVOLVER LOAN AGREEMENT


THIS
THIRD AMENDMENT TO SENIOR REVOLVER LOAN AGREEMENT, dated effective as of December 31, 2020 (the "Third Amendment"),
is entered into by and among EMPIRE LOUISIANA LLC, a Delaware limited liability company (the "Original Borrower"
or "EL") and EMPIRE NORTH DAKOTA LLC, a Delaware limited liability company ("END", together
with the Original Borrower are sometimes referred to herein collectively as the "Borrower") and CROSSFIRST BANK,
a Kansas state-chartered bank (the "Bank").


RECITALS:


 


A.             The
Original Borrower and the Bank are parties to that certain Senior Revolver Loan Agreement dated as of September 20, 2018, as amended
by that certain First Amendment thereto dated as of March 27, 2019, among the Borrower and the Bank, as amended by that certain
Second Amendment thereto dated as of June 30, 2020 (collectively, the "Existing Loan Agreement"), pursuant to
which the Bank extended and modified a revolving credit facility in favor of the Borrower in the maximum principal amount of $20,000,000.00
(subject to the Revolver Commitment Amount (initially $8,700,000.00), the Collateral Borrowing Base calculation provisions hereof
and the QCR until the Revolver Final Maturity Date (currently March 27, 2021) (the "Revolver Commitment").


B.              Borrower
has requested the Bank to amend, modify and extend the Revolver Commitment (subject to the reduced Revolver Commitment Amount
of $8,520,000.00) until the extended Revolver Final Maturity Date (March 27, 2022), waive non-compliance with certain financial
covenants and make certain other amendments and modifications.


C.              The
Bank has agreed to make the amendments and modifications requested by Borrower on the terms, provisions, conditions and limitations
set forth in the Existing Loan Agreement, as amended by the provisions of this Third Amendment (collectively, the "Loan
Agreement").


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration,
receipt of which is acknowledged by the parties hereto, the parties agree as follows:


1.              
Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Existing
Loan Agreement. In addition, the following terms are added to Article I of the Existing Loan Agreement or amended to read as follows:


"EBITDAX"
shall mean for any period, the sum of a Person's net income for the period minus any non-recurring gains (losses) from the sale
of assets, plus non-recurring expenses (including non-recurring workovers that improve production levels), plus non-recurring
costs associated with acquisitions and prospects plus the following charges to the extent deducted from net income in such period:
interest, income taxes (including franchise taxes calculated with respect to income), depreciation, depletion and amortization,
and any other non-cash charges and non-cash revenues plus intangible drilling costs and lease impairment expenses and write downs
from impairment of oil and gas properties) and after eliminating extraordinary items. In addition, for any applicable period during
which an acquisition or disposition permitted by this Agreement is consummated, EBITDAX shall be determined on a pro forma basis
(with such calculation to be acceptable to, and approved by, Bank) as if such acquisition or disposition were consummated on the
first day of such applicable period.


 






     


     


    

 


"Interest
Coverage Ratio" means, as of each Test Period, the ratio of (i) EBITDAX for such Test Period divided by (ii) Interest
Expense for such Test Period. For purposes of this calculation, "Test Period" shall mean a building trailing twelve-month
period, commencing with the first quarterly calculation on March 31, 2021 (1Q21 multiplied by 4), then the second quarterly
calculation on June 30, 2021 (2Q21 plus 1Q21, multiplied by 2), then the third quarterly calculation on September
30, 2021 (3Q21 plus 2Q21 plus 1Q21, multiplied by 4/3), until a full trailing twelve-month period is achieved.


"Leverage
Ratio" means, as of each Test Period, the quotient of Borrower's (i) total Funded Debt for such Test Period divided by
(ii) EBITDAX for such Test Period. For purposes of this calculation, "Test Period" shall mean a building trailing twelve-month
period, commencing with the first quarterly calculation on March 31, 2021 (1Q21 multiplied by 4), then the second quarterly
calculation on June 30, 2021 (2Q21 plus 1Q21, multiplied by 2), then the third quarterly calculation on September
30, 2021 (3Q21 plus 2Q21 plus 1Q21, multiplied by 4/3), until a full trailing twelve-month period is achieved.


"Revolver
Commitment Amount" shall be the maximum outstanding principal amount plus Letter of Credit Exposure the Bank agrees from
time to time to make available under the Revolver Commitment Amount (initially stipulated to be equal to $8,520,000.00), subject
to the Collateral Borrowing Base calculations and the QCR. 


"Revolver
Final Maturity Date" shall mean March 27, 2022, unless otherwise extended or renewed in writing by the mutual agreement
of the Borrower and the Bank.


2.              
Revolver Commitment. The Revolver Commitment is hereby continued in the maximum principal amount of $20,000,000.00,
to the extended Revolver Final Maturity Date, subject to the Revolver Commitment Amount, the Collateral Borrowing Base limitations
and QCR described below. All of the Indebtedness created pursuant thereto is evidenced by that certain replacement Promissory
Note (Revolver Note) dated as of December 31, 2020, from the Borrower payable to the order of the Bank in the maximum principal
amount of $20,000,000.00 (the "Replacement Revolver Note"), in form, scope and substance acceptable to the Bank.
All references in the Existing Loan Agreement and the other Loan Documents to "Revolver Note" shall hereafter mean the
Replacement Revolver Note.


3.              
Redetermination of Collateral Borrowing Base. Pursuant to Section 4.2 of the Existing Loan Agreement, the Collateral
Borrowing Base has been redetermined in the amount of $8,520,000.00, which redetermination shall constitute and satisfy the fall
2020 semi-annual Collateral Borrowing Base redetermination.


 


 


 






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4.              
Reaffirmation of QCR. The Revolver Commitment Amount shall remain subject to and the Borrower reaffirms the quarterly
commitment reduction (QCR) payments described in Section 2.13 of the Existing Loan Agreement ($180,000.00), with the next QCR
payment being due on December 31, 2020.


5.            
Limited Waiver of Financial Covenants. Borrower has requested and the Bank has agreed to waive Borrower's non-compliance
with (a) Section 6.28 of the Existing Loan Agreement (Maximum Leverage Ratio) for the periods ended June 30, 2020 and September
30, 2020 and (b) Section 6.29 of the Existing Loan Agreement (Minimum Interest Coverage Ratio) for the period ended September
30, 2020. The waivers contained in this Section 5 are limited to the foregoing financial periods and shall in no way be interpreted
as a requirement or agreement by the Bank to make any similar accommodation or amendment in the future.


6.              
Suspension of Maximum Leverage Ratio. The Borrower's Maximum Leverage Ratio covenant compliance will be suspended
for the fiscal quarter ended December 31, 2020. The Borrower's Maximum Leverage Ratio covenant compliance will resume with the
fiscal quarter ending March 31, 2021.


7.              
Suspension of Minimum Interest Coverage Ratio. The Borrower's Minimum Interest Coverage Ratio covenant compliance
will be suspended for the fiscal quarter ended December 31, 2020. The Borrower's Minimum Interest Coverage Ratio covenant compliance
will resume with the fiscal quarter ending March 31, 2021.


8.              
Maximum Leverage Ratio. Commencing with the fiscal quarter ending March 31, 2021, Borrower shall not permit its
Leverage Ratio to be 6.00 to 1.00 or more. Commencing with the fiscal quarter ending June 30, 2021, Borrower shall not permit
its Leverage Ratio to be 5.50 to 1.00 or more. Commencing with the fiscal quarter ending September 30, 2021, Borrower shall not
permit its Leverage Ratio to be 5.00 to 1.00 or more. Commencing with the fiscal quarter ending December 31, 2021, Borrower shall
not permit its Leverage Ratio to be 4.50 to 1.00 or more and for each fiscal quarter thereafter, commencing March 31, 2022, Borrower
shall not permit its Leverage Ratio to be 4.00 to 1.00 or more.


9.              
Hedging. Section 6.29 (Hedging) of the Existing Loan Agreement is hereby renumbered Section 6.32.


10.           
Waiver of Non-Compliance With Minimum Hedging Requirement. The Borrower has requested and the Bank has agreed to
waive Borrower's non-compliance with the minimum hedging requirement under Section 6.32 of the Loan Agreement (not less than fifty
percent (50%) of Borrower's aggregate existing monthly crude oil and natural gas production for a rolling twelve (12) month period)
through the period ended December 31, 2020. The waiver contained in this Section 10 is limited to the foregoing period and shall
in no way be interpreted as a requirement or agreement by the Bank to make any similar accommodation or amendment in the future.


11.           
Quarterly Compliance Certificate. The Quarterly Compliance Certificate attached as Exhibit A to the Existing Loan
Agreement is hereby deleted in its entirety and replaced with Exhibit A to this Third Amendment, effective for the fiscal quarter
ending on March 31, 2021.


 


 






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12.           
Guaranty Agreement. Borrower shall cause Guarantor to execute the Ratification of Guarantor attached hereto (the
"Guaranty Ratification").


13.           
Conditions Precedent. The Borrower shall execute and deliver, or cause to be executed and delivered, to the Bank,
each of the following as express conditions precedent to the effectiveness of the amendments and modifications contemplated by
this Third Amendment:


		(a)	This
                                         Third Amendment;



		(b)	Replacement
                                         Revolver Note;



		(c)	First
                                         Amendment to First Amended and Restated Intercreditor Agreement;



		(d)	Closing
                                         certificates from each of the Borrowers; and



		(e)	One
                                         executed original of the Guaranty Ratification, executed by the Guarantor.



14.           
Fees and Expenses. Borrower shall promptly (in any event within ten (10) days of receipt of an invoice therefor)
reimburse the Bank for its reasonable legal fees and all filing and recording fees and other costs and expenses reasonably incurred
in connection with the negotiation, preparation and closing of the transactions contemplated by this Third Amendment, including
the reasonable attorney fees and costs and expenses of Bank's legal counsel and any applicable mortgage taxes.


15.           
Ratification. The remaining terms, provisions and conditions set forth in the Existing Loan Agreement shall remain
in full force and effect as long as any Indebtedness of the Borrower is owing to the Bank and/or the Revolver Commitment remains
in effect. The Borrower adopts, restates, confirms and ratifies the warranties, covenants and representations set forth in the
Existing Loan Agreement (except the representations and warranties that specify a specific date or period of time) and further
represents to the Bank that, as of the date hereof, no Default or Event of Default exists under the Loan Agreement (including
this Third Amendment). All references to the "Loan Agreement" appearing in any of the Loan Documents shall hereafter
be deemed references to the Existing Loan Agreement as amended, modified and supplemented by this Third Amendment. In the event
of any inconsistency between the terms of this Third Amendment and the terms of the Existing Loan Agreement, the terms of this
Third Amendment shall control and govern, and the agreements shall be interpreted so as to carry out and give full effect to the
intent of this Third Amendment. Each Borrower and the Bank hereby adopt, ratify and confirm the Loan Agreement, as amended hereby,
and acknowledge and agree that the Loan Agreement and all other Loan Documents, are and remain in full force and effect. Borrower
acknowledges and agrees that its liabilities and obligations under the Loan Agreement and all other Loan Documents, including
the Security Instruments, are not impaired in any respect by this Third Amendment. Borrower further ratifies and confirms the
mortgage liens and security interests granted thereby pursuant to Article III of the Existing Loan Agreement and hereby grants
and regrants such mortgage liens and security interests in favor of the Bank.


16.           
Reservation of Rights. Except as expressly waived hereby, the Bank retains and reserves any and all rights and remedies
available at law or in equity and pursuant to the Loan Agreement and any other Loan Documents or Security Instruments executed
in connection with the Loan Agreement, all of which shall remain in full force and effect.


 


 






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17.           
SUBMISSION TO JURISDICTION. BORROWER AND THE BANK HEREBY CONSENT TO THE JURISDICTION OF ANY OF THE LOCAL, STATE,
AND FEDERAL COURTS LOCATED WITHIN TULSA COUNTY, OKLAHOMA AND WAIVES ANY OBJECTION WHICH THE BORROWER MAY HAVE BASED ON IMPROPER
VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT.


18.           
WAIVER OF JURY TRIAL. BORROWER FULLY, VOLUNTARILY AND EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THE LOAN AGREEMENT (INCLUDING THIS THIRD AMENDMENT), THE SECURITY INSTRUMENTS
OR UNDER ANY AMENDMENT, SUPPLEMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN CONNECTION
HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT. THE BORROWER AGREES THAT ANY SUCH
ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


19.           
Governing Law. The Loan Agreement (including the Third Amendment) shall be deemed to have been made or incurred
under the Laws of the State of Oklahoma and shall be construed and enforced in accordance with and governed by the Laws of Oklahoma.


20.           
Release. In consideration of the amendments contained herein, Borrower hereby waives and releases Bank from any
and all claims and defenses, known or unknown, as of the effective date of this Third Amendment, with respect to the Loan Agreement
(including this Third Amendment) and the Loan Documents and the transactions contemplated thereby.


21.           
Counterparts. This Third Amendment may be executed in multiple counterparts, each of which, when so executed, shall
constitute an original copy. Transmission by facsimile or electronic transmission (e.g., pdf format) of an executed counterpart
of this Third Amendment by any party shall be deemed to constitute due and sufficient delivery of such counterpart and such facsimile
or electronic transmission shall be deemed to be an original counterpart of this Third Amendment.


22.           
Reaffirmation of Indebtedness. Borrower acknowledges the terms of this Third Amendment and ratifies and affirms
its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a
party, and agrees that each Loan Document to which it is a party remains in full force and effect.


[Signature
Pages Follow]


 


 


 


 


 


 


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered in Tulsa, Oklahoma, in
multiple counterparts effective as of the day and year first above written.








 


	BORROWER:	EMPIRE LOUISIANA LLC,
	 	a Delaware limited
liability company
	 	 
	 	 
	 	By: 	/s/ Michael R. Morrisett
	 	 	Michael R. Morrisett,
President



 








 


		EMPIRE NORTH DAKOTA LLC,
	 	a Delaware limited
liability company
	 	 
	 	 
	 	By: 	/s/ Michael R. Morrisett
	 	 	Michael R. Morrisett,
President





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature Page
- Borrower




 




    


     


    

 





 


 


 


	BANK:	CROSSFIRST BANK
	 	 
	 	 
	 	By: 	/s/ Terry D. Blain
	 	 	Terry D. Blain,

                                                                   Senior Vice President/Energy Bank




 


 




 


 


 


 


 


 


 


 


 


   


 


 


 


 


Signature Page
- Bank