Exhibit 10.1


 


AMENDMENT
NO. 4 to Credit Agreement


 


This
Amendment No. 4 to Credit Agreement (this “Amendment”), dated as of December 15, 2022, is among
Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Borrower”), each of the Guarantors party hereto
(the “Guarantors”), the undersigned Lenders (as defined below), Citibank, N.A., as Administrative Agent for the Lenders
(in such capacity, the “Administrative Agent”).


 


INTRODUCTION


 


A.            The
Borrower, the financial institutions party thereto as lenders and Frost Bank, a Texas state bank, as administrative agent for such lenders
(in such capacity, the “Original Administrative Agent”), entered into the Credit Agreement dated as of January 11,
2017 (the “Original Credit Agreement”).


 


B.            The
Borrower, the Lenders party thereto and the Original Administrative Agent, as administrative agent, entered into the Amendment No. 1
to the Credit Agreement dated as of July 12, 2018 (“Amendment No. 1”) which Amendment No. 1 amended
the Original Credit Agreement (the Original Credit Agreement as amended by Amendment No. 1 and as otherwise amended, supplemented
or otherwise modified and in effect immediately prior to the effectiveness of Amendment No. 2, the “Prior Credit Agreement”);
the Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent (as successor in interest to the Original Administrative
Agent, the “Administrative Agent”) entered into Amendment No. 2 to Credit Agreement dated as of December 8,
2020 (“Amendment No. 2”), and the Borrower, the Lenders and Guarantors party thereto and Citibank, N.A., as Administrative
Agent entered into Amendment No. 3 to Credit Agreement dated as of June 7, 2022 (“Amendment No. 3”),
(the Prior Credit Agreement as amended by Amendment No. 2 and Amendment No. 3, and as otherwise amended, supplemented or otherwise
modified and in effect immediately prior to the effectiveness of this Amendment, the “Current Credit Agreement”).


 


C.            On
the Amendment No. 4 Effective Date (hereinafter defined), this Amendment shall amend Schedule 13.2 of the Current Credit Agreement.


 


THEREFORE, the Borrower, the
Guarantors, the Administrative Agent and the undersigned Lenders hereby agree as follows:


 


Section 1.      Definitions;
References. Unless otherwise defined in this Amendment, each term used in this Amendment which is defined in the Current Credit Agreement
has the meaning assigned to such term in the Current Credit Agreement after giving effect to this Amendment.


 


Section 2.      Amendment
of Current Credit Agreement. Upon the satisfaction or waiver of the conditions specified in Section 4 of this Amendment,
effective as of the Amendment No. 4 Effective Date, (i) the definition of Joint Lead Arrangers in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to the following: “Joint Lead Arrangers” means KeyBank, N.A., PNC
Bank, N.A., Frost Bank and Truist Securities, Inc.” and (ii) Schedule 13.2 of the Current Credit Agreement is hereby amended
to read in its entirety as set forth in Schedule 13.2 attached hereto and the Lenders party hereto shall have the respective Commitments,
Elected Commitments and Commitment Percentages set forth therein.


 






     


     


    

 


Section 3.      Representations
and Warranties. Each of the Borrower and the Guarantors represents and warrants to the Administrative Agent, the Lenders and the Issuing
Banks that:


 


(a)            the
representations and warranties set forth in the Credit Agreement and in the other Credit Documents are true and correct in all material
respects (except to the extent any such representation is qualified by materiality or “material adverse effect”, in which
case such representation shall be true and correct in all respects) on and as of the Amendment No. 4 Effective Date (except
for any such representations and warranties that were made as of a specified date, in which case such representations and warranties were
true and correct in all material respects as of such earlier date (except to the extent any such representation is qualified by materiality
or “material adverse effect”, in which case such representation shall be true and correct in all respects as of such earlier
date));


 


(b)            (i) the
execution, delivery, and performance of this Amendment are within its limited partnership or limited liability company power, as appropriate,
and the authority of the Borrower and the Guarantors and have been duly authorized by appropriate proceedings and (ii) this Amendment
constitutes a legal, valid and binding obligation of the Borrower and the Guarantors, enforceable against the Borrower and the Guarantors
in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the rights of creditors generally and general principles of equity; and


 


(c)            as
of the effectiveness of this Amendment and immediately after giving effect thereto, no Default or Event of Default has occurred and is
continuing.


 


Section 4.      Effectiveness.
Notwithstanding anything to the contrary in this Amendment (including the representations and warranties set forth in Section 3 and
Section 4 hereof), this Amendment shall become effective (the date of effectiveness being the “Amendment No. 4 Effective
Date”) upon the satisfaction (or waiver by the Administrative Agent) of the following:


 


(a)            Documentation.
The Administrative Agent shall have received the following:


 


(i)            Executed
Amendment. The Administrative Agent (or its counsel) shall have received from the Borrower, the Guarantors, the Administrative Agent,
the Issuing Bank and the Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Amendment)
that such party has signed a counterpart of this Amendment.


 


(ii)            A
certificate of an Authorized Officer of the Borrower as to the matters set forth in Section 4(d) hereof.


 


(iii)            PATRIOT
Act. At least 3 Business Days prior to the Amendment No. 4 Effective Date (to the extent requested at least 5 Business Days prior
thereto), all documentation and other information required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the requirements of 31 C.F.R.
 §1010.230.


 






    -2- 


     


    

 


(iv)            The
Borrower shall have consummated the acquisition of the Acquired Assets (as such term is defined in the Purchase and Sale Agreement dated
as of November 3, 2022 among Hatch Royalty LLC (“Seller”) and the Borrower and Kimbell Royalty Operating, LLC (collectively,
the “Buyer”) (the “PSA”), without the Walk-Right Amounts exceeding the Walk-Rights Threshold (as those terms are
defined in the PSA).


 


(c)            Fees
and Expenses. The Administrative Agent shall have received (i) all fees due and payable on or prior to the Amendment No. 4
Effective Date, (including the fees and expenses of a single outside counsel for the Administrative Agent to the extent invoiced at least
two (2) Business Days prior to the Amendment No. 4 Effective Date and (ii) a fee of 30 bps on the amount of such increase
for each Lender that is increasing its Elected Commitment from its Elected Commitment in effect under the Current Credit Agreement to
its Elected Commitment under the Credit Agreement after giving effect to this Amendment.


 


(d)            On
the Amendment No. 4 Effective Date, immediately after giving effect to the transactions contemplated by this Amendment, (a) no
Default or Event of Default shall have occurred and be continuing and (b) all representations and warranties made by any Credit Party
herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations
and warranties had been made on and as of the Amendment No. 4 Effective Date (except where such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects
as of such earlier date).


 


The Administrative Agent shall
promptly notify the Lenders and the Borrower when the Amendment No. 4 Effective Date shall have occurred and such notice shall be
binding on the parties hereto.


 


Section 5.      Borrowing
Base and Aggregate Elected Commitment Amount. Effective on the Amendment No. 4 Effective Date, (a) the Lenders agree that
the Borrowing Base shall be $350,000,000.00, and (b) without the requirement that any Lender deliver an Elected Commitment Increase
Certificate, the Administrative Agent, the Lenders and the Borrower hereby agree that in accordance with Section 4.04 of the Credit
Agreement, the Aggregate Elected Commitment Amount under the Credit Agreement is hereby increased to $350,000,000.00 as requested by the
Borrower, with each such Lender’s Elected Commitment being as set forth on Schedule 13.2 to the Credit Agreement (as amended hereby).
The redetermination of the Borrowing Base provided for in this Section 5 shall constitute the Scheduled Redetermination scheduled
to occur on or about November 1, 2022 for purposes of Section 2.14 of the Credit Agreement. Such Borrowing Base shall remain
in effect until the Borrowing Base is adjusted or redetermined in accordance with the Credit Agreement.


 






    -3- 


     


    

 


Section 6.      Assignment
and Reallocation of Commitments, Etc. On the Amendment No.4 Effective Date, each of the Lenders under the Current Credit Agreement
in effect immediately prior to the Amendment No. 4 Effective Date hereby sells, assigns, transfers and conveys to the Lenders hereunder,
and each of the Lenders hereunder hereby purchases and accepts, so much of the aggregate Commitments under, and Loans and participations
in Letters of Credit outstanding under, the Current Credit Agreement such that, immediately after giving effect to the effectiveness of
this Amendment (including any increase of the Commitments effectuated hereby), the relevant Commitments, Allocated Commitments and Percentages
of each Lender shall be as set forth on Schedule 13.2 hereto. The foregoing assignments, transfers and conveyances are without recourse
to any Lender and without any warranties whatsoever by the Administrative Agent, any Issuing Bank or any Lender as to title, enforceability,
collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than that the warranty of any such Lender
that it has not previously sold, transferred, conveyed or encumbered such interests. Lenders shall, if appropriate, make all appropriate
adjustments in payments under the Current Credit Agreement, the “Notes” and the other “Loan Documents”
thereunder for periods prior to the adjustment date among themselves, but in no event shall any such adjustment of SOFR Loans (a) constitute
a payment or prepayment of all or a portion of any SOFR Loans or (b) entitle any Lender to any reimbursement under Section 2.10
of the Current Credit Agreement.


 


Section 7.      Choice
of Law. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon,
arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance
with, the law of the State of Texas.


 


Section 8.      Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif” format) shall be effective as
delivery of a manually executed counterpart of this Amendment.


 


Section 8.      WAIVERS
OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


THIS WRITTEN AMENDMENT
AND THE CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.


 


[The remainder of this page has been left
blank intentionally.]


 






    -4- 


     


    

 


EXECUTED as of the date first
set forth above.


 


	 	BORROWER:
	 	 	 
	 	KIMBELL ROYALTY PARTNERS, LP
	 	 	 
	 	By:	Kimbell Royalty GP, LLC, its general partner
	 	 	 
	 	 	By:	/s/ Matthew S. Daly
	 	 	Name:	Matthew S. Daly
	 	 	Title:	Chief Operating Officer and Secretary




 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 


	 	GUARANTORS:
	 	 
	 	KIMBELL INTERMEDIATE HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	KIMBELL INTERMEDIATE GP, LLC,
	 	a Delaware limited liability company
	 	KIMBELL ROYALTY HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	Kimbell Royalty Operating, LLC,
	 	a Delaware limited liability company
	 	RIVERCREST ROYALTIES, LLC,
	 	a Delaware limited liability company
	 	RIVERCREST ROYALTIES II, LLC,
	 	a Delaware limited liability company
	 	HAYMAKER GREENFIELD, LLC,
	 	a Delaware limited liability company
	 	HAYMAKER HOLDING COMPANY, LLC,
	 	a Delaware limited liability company
	 	HAYMAKER PROPERTIES GP, LLC,
	 	a Delaware limited liability company
	 	KIMBELL MERGER SUB, LLC.
	 	a Delaware limited liability company
	 	PHILLIPS ENERGY PARTNERS, LLC,
	 	a Delaware limited liability company
	 	PHILLIPS ENERGY PARTNERS II, LLC,
	 	a Delaware limited liability company
	 	PHILLIPS ENERGY PARTNERS III, LLC,
	 	a Delaware limited liability company
	 	CIRRUS MINERALS, LLC,
	 	a Delaware limited liability company
	 	MUSTANG MINERALS, LLC,
	 	a Delaware limited liability company
	 	SPRINGBOK ENERGY PARTNERS, LLC,
	 	a Delaware limited liability company
	 	SPRINGBOK ENERGY PARTNERS II, LLC,
	 	a Delaware limited liability company
	 	KRP LEGACY ISLES, LLC,
	 	a Delaware limited liability company
	 	KRP LEGACY NBR, LLC,
	 	a Delaware limited liability company
	 	KIMBELL KNIGHT ROYALTIES, LLC,
	 	a Delaware limited liability company



 


	 	By:	/s/ Matthew S. Daly
	 	Name:	Matthew S. Daly
	 	Title:	Chief Operating Officer and Secretary of each of the above named entities




 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 


	 	ROCHESTER MINERALS, L.P.,
	 	a Texas limited partnership
	 	HOCHSTETTER, L.P.,
	 	a Texas limited partnership
	 	AMERICAN ASSURANCE 2000, L.P.,
	 	a Delaware limited partnership
	 	COBRA PETROLEUM COMPANY, LP,
	 	a Texas limited partnership
	 	METCALFE MINERALS, L.P.,
	 	a Texas limited partnership




 





	 	By: Kimbell Intermediate GP, LLC,
	 	a Delaware limited liability company, each such limited partnership’s
general partner
	 	 	 
	 	 	By:	/s/ Matthew S. Daly  
	 	 	Name:	Matthew S. Daly
	 	 	Title:	Chief Operating Officer and Secretary of each of the above named entities



 





	 	HAYMAKER PROPERTIES, LP,
	 	a Delaware limited partnership
	 	 
	 	By: Haymaker Properties GP, LLC,
	 	a Delaware limited liability company, its general partner
	 	 	 
	 	 	By:	/s/ Matthew S. Daly
	 	 	Name:	Matthew S. Daly
	 	 	Title:	Chief Operating Officer and Secretary



 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 


	 	ADMINISTRATIVE AGENT / LENDER / ISSUING BANK / LEAD ARRANGER / SYNDICATION AGENT:
	 	 
	 	Citibank, N.A.,

as Administrative Agent, Issuing Bank, Continuing Lender, Lead Arranger and Syndication Agent
	 	 
	 	By:	/s/ Jeff Ard
	 	 	Name: Jeff Ard
	 	 	Title: Vice President



 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	Frost Bank, as an Issuing Bank, Joint
Lead Arranger and Co-Documentation Agent
	 	 
	 	By:	/s/ Savannah Barlow                  
	 	 	Name: Savannah Barlow
	 	 	Title: Vice President



 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	PNC
Bank, National Association, as a Lender, Joint Lead Arranger and Co-Documentation Agent
	 	 
	 	By:	/s/ Brittany Lehr
	 	 	Name: Brittany Lehr
	 	 	Title: Vice President


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	Truist Bank, as a Lender and Co-Documentation
Agent
	 	 
	 	By:	/s/ Greg Krablin
	 	 	Name: Greg Krablin
	 	 	Title: Director


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	Truist Securities, Inc., as Joint
Lead Arranger
	 	 
	 	By:	/s/ Greg Krablin
	 	 	Name: Greg Krablin
	 	 	Title: Director


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	Credit Suisse AG, New York Branch, as a Lender
	 	 
	 	By:	/s/ Komal Shah     
	 	 	Name: Komal Shah
	 	 	Title: Authorized Signatory


 





	 	By:	/s/ Wesley Cronin
	 	 	Name: Wesley Cronin
	 	 	Title: Authorized Signatory


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	JPMorgan Chase Bank, N.A., as a Lender
	 	 
	 	By:	/s/ Umar Hassan
	 	 	Name: Umar Hassan
	 	 	Title: Authorized Officer


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	KeyBank National Association, as a Lender
	 	 
	 	By:	/s/ George E. McKean         
	 	 	Name: George E. McKean
	 	 	Title: Senior Vice President


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	Bank of America, National Association,
as a Lender
	 	 
	 	By:	/s/ Greg Smothers
	 	 	Name: Greg Smothers
	 	 	Title: Director


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	Royal Bank of Canada, as a Lender
	 	 
	 	By:	/s/ Emilee Scott  
	 	 	Name: Emilee Scott
	 	 	Title: Authorized Signatory


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	Independent Bank, as a Lender
	 	 
	 	By:	/s/ Philip Mortimer
	 	 	Name: Philip Mortimer
	 	 	Title: Senior Vice President


 


[SIGNATURE
PAGE TO AMENDMENT NO. 4 TO CREDIT AGREEMENT – KIMBELL]


 






     


     


    

 





	 	UMB Bank, N.A., as a Lender
	 	 
	 	By:	/s/ Zachary S. Leard              
	 	 	Name: Zachary S. Leard
	 	 	Title: Assistant Vice President


 


[SIGNATURE PAGE TO AMENDMENT NO. 4 TO CREDIT
AGREEMENT –KIMBELL]