REPX 8-K
Riley Exploration Permian, Inc. (REPX)
8-K
2024-12-18
For: 2024-12-13
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
Address of Principal Executive Offices, Including Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Credit Agreement
On December 13, 2024, the Company entered into a sixteenth amendment (the “Amendment”) to the credit facility dated September 28, 2017 (the “Credit Facility”) by and among the Company, Riley Exploration – Permian, LLC, Truist Bank as Administrative Agent and the lenders from time to time party thereto. The Amendment amends the Credit Facility, among other things, to (a) extend the stated termination date of the Credit Facility to December 13, 2028 (or if any senior notes are then outstanding, the date that is 181 days prior to the earliest stated maturity date of such senior notes), (b) evidence the increase of the aggregate elected commitment amount of the lenders under the Credit Facility from $375,000,000 to $400,000,000, and (c) evidence the increase of the borrowing base under the Credit Facility from $375,000,000 to $400,000,000.
Amendment to Note Purchase Agreement
Concurrently with the Amendment, on December 13, 2024, the Company entered into a first amendment (“NPA Amendment”) to the Note Purchase Agreement dated April 3, 2023 (the “NPA”) by and among the Company, Riley Exploration – Permian, LLC, certain subsidiaries of Riley Exploration – Permian, LLC and the noteholders from time to time party thereto (the “NPA”). The NPA Amendment amends the NPA, among other things to waive the maximum pro forma leverage test for increases to the commitments under the Credit Facility, solely with respect to the commitment increase effectuated pursuant to the Amendment (as described above).
These descriptions of the Amendment and the NPA Amendment are summaries and are qualified in their entirety by reference to the full text of the Amendment and the NPA Amendment, copies of which are filed herewith as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Certain lenders under the Credit Facility have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, and affiliates or certain of these lenders have served in the past as underwriters in public offerings of securities by the Company, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference to this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On December 18, 2024, the Company issued a press release announcing the execution of the Amendment and the NPA Amendment. A copy of the press release is furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2. of Form 8-K, the information furnished pursuant to Item 7.01 in this Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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 hereunto duly authorized.
| RILEY EXPLORATION PERMIAN, INC. | |||||||||||
| Date: | December 18, 2024 | By: | /s/ Philip Riley | ||||||||
| Philip Riley | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 10.1 Execution Version 4858-9576-0888 SIXTEENTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 13, 2024, by and among RILEY EXPLORATION PERMIAN, INC., a Delaware corporation (“Parent”), RILEY EXPLORATION - PERMIAN, LLC, a Delaware limited liability company (the “Borrower”), each of the Lenders which is signatory hereto, and TRUIST BANK, as Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, “Administrative Agent”) and as Issuing Bank under the Credit Agreement referred to below. W I T N E S S E T H: WHEREAS, Parent, the Borrower, Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of September 28, 2017, as amended by that certain First Amendment to Credit Agreement dated as of February 27, 2018, that certain Second Amendment to Credit Agreement dated as of November 9, 2018, that certain Third Amendment to Credit Agreement dated as of April 3, 2019, that certain Fourth Amendment to Credit Agreement dated as of October 15, 2019, that certain Fifth Amendment to Credit Agreement dated as of May 7, 2020, that certain Sixth Amendment to Credit Agreement dated as of August 31, 2020, that certain Seventh Amendment and Consent to Credit Agreement dated as of October 21, 2020, that certain Eighth Amendment to Credit Agreement dated as of March 5, 2021, that certain Ninth Amendment to Credit Agreement dated as of May 5, 2021, that certain Tenth Amendment to Credit Agreement dated as of October 12, 2021, that certain Eleventh Amendment to Credit Agreement dated as of April 29, 2022, that certain Twelfth Amendment to Credit Agreement dated as of October 25, 2022, that certain Thirteenth Amendment to Credit Agreement dated as of February 22, 2023, that certain Fourteenth Amendment to Credit Agreement dated as of April 3, 2023 and that certain Fifteenth Amendment to Credit Agreement dated as of November 14, 2023 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), whereby upon the terms and conditions therein stated the Lenders have agreed to make certain loans to the Borrower; WHEREAS, Parent and the Borrower have (a) informed Administrative Agent and the Lenders that (i) the Borrower formed RP H2O Holdco LLC, a Delaware limited liability company and direct, wholly- owned subsidiary of the Borrower (“RP H2O”), (ii) RP H2O acquired seventy-five percent (75%) of the equity interests in Terra H2O LLC, a Delaware limited liability company and direct subsidiary of RP H2O (“Terra H2O”, and, together with RP H2O, collectively, the “H2O Entities”), (iii) RP H2O contributed approximately $700,000 to the equity capital of Terra H2O (the transactions described in clauses (i) through (iii) being collectively referred to herein as the “H2O Transactions”), and (iv) as a result of the H2O Transactions, one or more Defaults and/or Events of Default may have occurred as a result of violations of the terms set forth in Section 5.2(a), Section 5.2(e), Section 5.12, Section 7.3(c)(i), Section 7.4 and Section 8.1(f) of the Existing Credit Agreement (collectively, together with any other Default or Event of Default arising out of any inaccuracy of any representation and warranty or failure to give any notice relating to any such Default or Event of Default, or otherwise arising solely as a result of the H2O Transactions, the “Specified Defaults”) and (b) requested that Administrative Agent and the Lenders waive the Specified Defaults; WHEREAS, Parent and the Borrower have requested that the Lenders amend the Existing Credit Agreement as set forth below to, among other things, (a) extend the Stated Termination Date to December 13, 2028, (b) evidence the increase of the Aggregate Elected Commitment Amount of the Lenders from $375,000,000 to $400,000,000, and (c) evidence the increase of the Borrowing Base from $375,000,000 to $400,000,000; and
2 WHEREAS, subject to the terms and conditions hereof, the Lenders are willing to agree to the waiver of the Specified Defaults and the amendments to the Existing Credit Agreement as set forth herein. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows: SECTION 1. Definitions. Unless otherwise defined in this Amendment, each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. The interpretive provisions set forth in Sections 1.2, 1.3 and 1.4 of the Credit Agreement shall apply to this Amendment. As used in this Amendment: (a) “Existing Lender” means each institution that is a party hereto that is a Lender under the Credit Agreement immediately prior to the Amendment Effective Date. (b) “New Lender” means each institution that is a party hereto that is not a Lender under the Credit Agreement immediately prior to the Amendment Effective Date. SECTION 2. Amendments to Existing Credit Agreement. Effective on the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows: (a) The body of the Existing Credit Agreement is amended in its entirety to read as set forth on Attachment A to this Amendment. (b) Schedule I to the Existing Credit Agreement is amended and restated in its entirety to read as set forth on Schedule I to this Amendment. (c) Schedule II to the Existing Credit Agreement is amended and restated in its entirety to read as set forth on Schedule II to this Amendment. SECTION 3. Borrowing Base and Aggregate Elected Commitment Amount. Effective on the Amendment Effective Date, the Borrowing Base is increased to $400,000,000 until the next redetermination or adjustment thereof pursuant to the Credit Agreement. The Borrowing Base redetermination provided for by this Amendment is the Scheduled Redetermination for October 1, 2024. This Amendment shall serve as a New Borrowing Base Notice under the Credit Agreement. The Borrower desires to set the Aggregate Elected Commitment Amount of the Lenders at $400,000,000. The Borrower, Administrative Agent and the Lenders agree that, (a) effective on the Amendment Effective Date, $400,000,000 shall be the Aggregate Elected Commitment Amount under the Credit Agreement and each Lender’s Elected Commitment shall be as set forth on Schedule II to this Amendment and (b) notwithstanding the specific requirements of Section 2.7(d) of the Credit Agreement, (i) delivery of Elected Commitment Increase Certificates and Additional Lender Certificates are not required to execute this Amendment and such requirements are hereby waived by the Borrower, Administrative Agent and the Lenders, and (ii) this Amendment satisfies the requirements of Section 2.7(d) of the Credit Agreement for setting the Aggregate Elected Commitment Amount. SECTION 4. New Lender; Reallocation of Maximum Loan Amount. (a) The Existing Lenders and the New Lender have agreed among themselves, in consultation with the Borrower, to adjust their respective Maximum Loan Amounts, Elected Commitments and Pro Rata Shares. (b) Effective on the Amendment Effective Date, Administrative Agent, the Borrower, the Existing Lenders and Issuing Bank consent to each New Lender becoming a “Lender” under and as defined
3 in the Credit Agreement. Each New Lender represents and agrees as follows: (i) it has received a copy of the Existing Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) it has, independently and without reliance upon Administrative Agent, any other agent, any Lender or any arranger, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment, and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and agrees that on the Amendment Effective Date, it will become a party to the Credit Agreement and be bound by all the terms and provisions thereof. (c) Effective on the Amendment Effective Date, Administrative Agent, the Borrower, the Lenders and Issuing Bank consent to the following: (i) the reallocation of the Maximum Loan Amounts so that each Lender’s Maximum Loan Amount, Elected Commitment and Pro Rata Share is as set forth on Schedule II to this Amendment and (ii) the reallocation of the participations in Letters of Credit in accordance with each Lender’s Pro Rata Share as set forth on Schedule II to this Amendment. On the Amendment Effective Date, after giving effect to such reallocation, the Maximum Loan Amount, Elected Commitment and Pro Rata Share of each Lender shall be as set forth on Schedule II to this Amendment. The reallocation of the Maximum Loan Amounts among the Lenders party hereto shall be deemed to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and Acceptance attached as Exhibit A to the Credit Agreement as if the Lenders had executed an Assignment and Acceptance with respect to such reallocations. Administrative Agent hereby waives the $3,500.00 processing fee set forth in Section 10.4(b)(iv)(B) of the Credit Agreement with respect to the reallocations contemplated by this Section 4. (d) Effective on the Amendment Effective Date, each Existing Lender hereby waives any breakage fees or costs that may be payable pursuant to Section 2.18 of the Credit Agreement that result from the reallocations, adjustments, acquisitions and assignments under this Section 4. SECTION 5. Waivers to Existing Credit Agreement. Parent and the Borrower have requested, and Administrative Agent and the Lenders have agreed to waive, and do hereby waive, effective on the Amendment Effective Date, the Specified Defaults under the Existing Credit Agreement and the other Loan Documents, as applicable (the “Specified Waiver”). Except for the Specified Waiver, neither this Amendment, nor any other actions taken by, or any inaction on the part of, Administrative Agent or the Lenders, shall be deemed to be (i) a waiver of any Default or Event of Default which exists or may exist hereafter, or (ii) a waiver of (or an agreement to forbear from exercising) any rights or remedies that Administrative Agent or the Lenders have pursuant to the Credit Agreement and applicable law by reason of any Default or Event of Default. SECTION 6. Conditions of Effectiveness. (a) This Amendment shall become effective as of the date (the “Amendment Effective Date”) that each of the following conditions precedent shall have been satisfied (or waived in accordance with Section 10.2 of the Credit Agreement): (1) Administrative Agent shall have received (which may be by electronic transmission), in form and substance satisfactory to Administrative Agent, a counterpart of this Amendment which shall have been executed by Administrative Agent, the Issuing Bank, the Lenders (including the New Lender), Parent and the Borrower (which may be by PDF transmission);
4 (2) Each of the representations and warranties set forth in Section 7 of this Amendment shall be true and correct; (3) Borrower shall have paid all fees and expenses due and owing to the Lenders, Administrative Agent and the Left Lead Arranger on or prior to the Amendment Effective Date pursuant to the terms of this Amendment (including, but not limited to, reasonable attorneys’ fees of counsel to Administrative Agent (but limited to one primary outside counsel for Administrative Agent and Left Lead Arranger)) and any fee letter agreed upon in writing by the Borrower, Administrative Agent and the Left Lead Arranger; (4) Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to Administrative Agent, a certificate of a Responsible Officer of each Loan Party dated as of the Amendment Effective Date, certifying as to (a) copies of its bylaws, partnership agreement or limited liability company agreement, (b) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Amendment and the other Loan Documents in connection therewith to which it is a party, and (c) the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (5) Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to Administrative Agent, certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date; (6) Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to Administrative Agent, a favorable written opinion of Holland & Knight LLP, counsel to the Loan Parties, dated as of the Amendment Effective Date addressed to Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as Administrative Agent or the Lenders shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of Administrative Agent, the Issuing Bank and the Lenders); (7) Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to Administrative Agent, amendments and reaffirmations of the Collateral Documents executed by Borrower and the other Loan Parties, as applicable, in sufficient counterparts for recording, as applicable; and (8) Administrative Agent (or its counsel) shall have received, in form and substance satisfactory to Administrative Agent, such other documents, certificates or information as Administrative Agent or the Lenders shall have reasonably requested. (b) Without limiting the generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a), each Lender that has signed this Amendment (and its permitted successors and assigns) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative
5 Agent shall have received written notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto. SECTION 7. Representations and Warranties. Parent and the Borrower each represents and warrants to Administrative Agent and the Lenders, with full knowledge that such Persons are relying on the following representations and warranties in executing this Amendment, as follows: (a) It has the organizational power and authority to execute, deliver and perform this Amendment, and all organizational action on the part of it requisite for the due execution, delivery and performance of this Amendment has been duly and effectively taken. (b) The Credit Agreement, the Loan Documents and each and every other document executed and delivered to Administrative Agent and the Lenders in connection with this Amendment to which Parent, Borrower or any other Loan Party is a party constitute the valid and binding obligations of Parent, the Borrower and such Loan Party, as applicable, enforceable against Parent, the Borrower and such Loan Party, as applicable, in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. (c) This Amendment does not and will not violate any provisions of any limited liability company agreement, bylaws and other organizational and governing documents of Parent, the Borrower or any other Loan Party. (d) No consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect and except for filings necessary to perfect or maintain perfection of the Liens created under the Loan Documents is required in connection with the execution, delivery or performance by, or enforcement against, Parent, the Borrower or any other Loan Party of this Amendment. (e) At the time of (except with respect to the Specified Defaults) and immediately after giving effect to this Amendment, the representations and warranties of Parent, the Borrower and each other Loan Party contained in Article IV of the Credit Agreement or in any other Loan Document are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), except that any representation and warranty which by its terms is made as of a specified date shall be required to be so true and correct in all material respects only as of such specified date. (f) At the time of (except with respect to the Specified Defaults) and immediately after giving effect to this Amendment, no Default, Event of Default or Borrowing Base Deficiency shall exist and be continuing. (g) Since December 31, 2023, no Material Adverse Effect has occurred and is continuing or could reasonably be expected to have occurred and be continuing. SECTION 8. Miscellaneous. (a) Reference to the Credit Agreement. Upon the effectiveness hereof, on and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Existing Credit Agreement as amended hereby.
6 (b) Effect on the Credit Agreement; Ratification. Except as specifically amended or modified by this Amendment, the Existing Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed. By its acceptance hereof, Parent and the Borrower hereby each ratifies and confirms each Loan Document to which it is a party in all respects, after giving effect to the amendments set forth herein. (c) Extent of Amendments. Except as otherwise expressly provided herein, the Existing Credit Agreement and the other Loan Documents are not amended, modified or affected by this Amendment. Parent and the Borrower hereby each ratifies and confirms that (i) except as expressly amended or modified hereby, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Existing Credit Agreement remain in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms, and (iii) the Collateral and the Liens on the Collateral securing the Obligations are unimpaired by this Amendment and remain in full force and effect. (d) Loan Documents. The Loan Documents, as such may be amended or modified in accordance herewith, are and remain valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. This Amendment is a Loan Document. (e) Claims. As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative Agent and Lenders to enter into this Amendment, Parent and the Borrower each represents and warrants that, as of the date hereof, it does not know of any defenses, counterclaims or rights of setoff exercisable by it or any other Loan Party, except pursuant to the terms of the Credit Agreement and Loan Documents, if any, to the payment of any Obligations of Parent, the Borrower or any other Loan Party to Administrative Agent, Issuing Bank or any Lender. (f) Execution and Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or pdf shall be equally as effective as delivery of a manually executed counterpart. (g) Governing Law. This Amendment and any claims, 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 and thereby shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of New York. (h) Headings. Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this Amendment for any other purpose. SECTION 9. NO ORAL AGREEMENTS. THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY PARENT, THE BORROWER, THE OTHER LOAN PARTIES, ADMINISTRATIVE AGENT, ISSUING BANK AND/OR LENDERS REPRESENT THE FINAL AGREEMENT BETWEEN SUCH PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY
7 SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES. SECTION 10. No Waiver. Parent and the Borrower each hereby agrees, except for the Specified Defaults waived herein, that no Event of Default and no Default has been waived or remedied by the execution of this Amendment by Administrative Agent or any Lender. Nothing contained in this Amendment (i) shall constitute or be deemed to constitute a waiver of any Defaults or Events of Default which may exist under the Credit Agreement or the other Loan Documents (other than the Specified Defaults waived herein), or (ii) shall constitute or be deemed to constitute an election of remedies by Administrative Agent, Issuing Bank or any Lender, or a waiver of any of the rights or remedies of Administrative Agent, Issuing Bank or any Lender provided in the Credit Agreement, the other Loan Documents, or otherwise afforded at law or in equity. Signature Pages Follow
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. BORROWER: RILEY EXPLORATION - PERMIAN, LLC, as Borrower By:/s/ Philip Riley Name: Philip Riley Title: Chief Financial Officer PARENT: RILEY EXPLORATION PERMIAN, INC., as Parent By:/s/ Philip Riley Name: Philip Riley Title: Chief Financial Officer
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC ADMINISTRATIVE AGENT, ISSUING BANK, AND LENDER: TRUIST BANK, as Administrative Agent, as Issuing Bank and as a Lender By: /s/ Gregory Krablin Name: Gregory Krablin Title: Director
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC FIRST HORIZON BANK, A TENNESSEE STATE BANK, as a Lender By: /s/ Moni Collins Name: Moni Collins Title: Senior Vice President
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC ZIONS BANCORPORATION, N.A. DBA AMEGY BANK, as a Lender By: /s/ Matt Lang Name: Matt Lang Title: Senior Vice President – Amegy Division
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC MIDFIRST BANK, as a Lender By: /s/ Jed Ferguson Name: Jed Ferguson Title: Senior Vice President
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC COMERICA BANK, as a Lender By: /s/ Isabel Araujo Name: Isabel Araujo Title: Assistant Vice President
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ David M. Bornstein Name: David M. Bornstein Title: Senior Vice President
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC MIZUHO BANK, LTD., as a Lender By: /s/ Edward Sacks Name: Edward Sacks Title: Managing Director
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC CITIZENS BANK, N.A., as a Lender By: /s/ Cameron Spence Name: Cameron Spence Title: Vice President
Signature Page to Sixteenth Amendment to Credit Agreement Riley Exploration - Permian, LLC TEXAS CAPITAL BANK, as a Lender By: /s/ Cameron Kuntz Name: Cameron Kuntz Title: Vice President
SCHEDULE I Schedule I to Credit Agreement Applicable Margin and Applicable Percentage as of the Sixteenth Amendment Effective Date Pricing Level Borrowing Base Utilization Percentage Applicable Margin for SOFR Loans Applicable Margin for Base Rate Loans Applicable Percentage for Unused Commitment Fee I < 25% 2.75% per annum 1.75% per annum 0.375% per annum II ≥ 25% but < 50% 3.00% per annum 2.00% per annum 0.375% per annum III ≥ 50% but < 75% 3.25% per annum 2.25% per annum 0.500% per annum IV ≥ 75% but < 90% 3.50% per annum 2.50% per annum 0.500% per annum V ≥ 90% 3.75% per annum 2.75% per annum 0.500% per annum Applicable Margin and Applicable Percentage as of the Qualifying Other Senior Notes Date Pricing Level Borrowing Base Utilization Percentage Applicable Margin for SOFR Loans Applicable Margin for Base Rate Loans Applicable Percentage for Unused Commitment Fee I < 25% 2.50% per annum 1.50% per annum 0.375% per annum II ≥ 25% but < 50% 2.75% per annum 1.75% per annum 0.375% per annum III ≥ 50% but < 75% 3.00% per annum 2.00% per annum 0.500% per annum IV ≥ 75% but < 90% 3.25% per annum 2.25% per annum 0.500% per annum V ≥ 90% 3.50% per annum 2.50% per annum 0.500% per annum
SCHEDULE II Schedule II to Credit Agreement Pro Rata Shares, Elected Commitments and Maximum Loan Amounts Lender Pro Rata Share Elected Commitment Maximum Loan Amount Truist Bank 16.5000000% $66,000,000.00 $165,000,000.00 KeyBank National Association 14.2500000% $57,000,000.00 $142,500,000.00 Citizens Bank, N.A. 14.2500000% $57,000,000.00 $142,500,000.00 Mizuho Bank, Ltd. 14.2500000% $57,000,000.00 $142,500,000.00 First Horizon Bank, a Tennessee State Bank 12.0000000% $48,000,000.00 $120,000,000.00 Zions Bancorporation, N.A. dba Amegy Bank 8.7500000% $35,000,000.00 $87,500,000.00 Comerica Bank 7.5000000% $30,000,000.00 $75,000,000.00 MidFirst Bank 6.2500000% $25,000,000.00 $62,500,000.00 Texas Capital Bank 6.2500000% $25,000,000.00 $62,500,000.00 TOTAL 100.0000000% $400,000,000.00 $1,000,000,000.00
Exhibit 10.2 Execution Version FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this “First Amendment”) dated as of December 13, 2024, is by and among RILEY EXPLORATION – PERMIAN, LLC, a Delaware limited liability company (the “Issuer”), RILEY EXPLORATION PERMIAN, INC., a Delaware corporation (the “Parent”), RILEY PERMIAN OPERATING COMPANY, LLC, a Delaware limited liability company (“Operating”), the Holders party hereto, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Agent. RECITALS A. Reference is made to that certain Note Purchase Agreement dated as of April 3, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof, the “Existing Note Purchase Agreement”, and the Existing Note Purchase Agreement, as further amended hereby, the “Note Purchase Agreement”), by and among the Issuer, the Parent, Operating, each of the other Subsidiaries of the Issuer from time to time party thereto, the Agent, and the Holders from time to time party thereto, pursuant to which, among other things, the Holders purchased Notes from the Issuer. B. The Note Parties have (i) informed the Agent and the Holders that (A) in connection with the scheduled redetermination of the Borrowing Base to occur on or about October 1, 2024 pursuant to the RBL Credit Agreement, each of the Borrowing Base and the Aggregate Elected Commitment Amount will be increased from $375,000,000.00 to $400,000,000.00 (the “Fall 2024 Borrowing Base and Commitment Increase”), and (B) the Note Parties will not be able to comply with the requirements set forth in Section 7.14(a)(iv)(A) of the Existing Note Purchase Agreement in connection with the Fall 2024 Borrowing Base and Commitment Increase, and (ii) requested that the Agent and the Holders waive the requirements set forth in Section 7.14(a)(iv)(A) of the Existing Note Purchase Agreement in connection with the Fall 2024 Borrowing Base and Commitment Increase. C. The Note Parties have further (i) informed the Agent and the Holders that (A) the Issuer formed RP H2O Holdco LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Issuer (“RP H2O”), (B) RP H2O acquired seventy-five percent (75%) of the equity interests in Terra H2O LLC, a Delaware limited liability company and direct subsidiary of RP H2O (“Terra H2O”, and, together with RP H2O, collectively, the “H2O Entities”), (C) RP H2O contributed approximately $700,000 to the equity capital of Terra H2O (the transactions described in clauses (A) through (C) being collectively referred to herein as the “H2O Transactions”), and (D) as a result of the H2O Transactions, one or more Defaults and/or Events of Default may have occurred (1) as a result of violations of the terms set forth in Section 6.02(a), Section 6.02(e), Section 6.10, Section 7.03(c)(i), and/or Section 7.04 of the Existing Note Purchase Agreement and (2) pursuant to Section 8.01(f) of the Existing Note Purchase Agreement (collectively, together with any other Default or Event of Default arising out of any inaccuracy of any representation and warranty or failure to give any notice relating to any such Default or Event of Default, or otherwise arising solely as a result of the H2O Transactions, the “Specified Defaults”) and (ii) requested that the Agent and the Holders (A) waive the Specified Defaults and (B) amend the Existing Note Purchase Agreement in a manner such that the H2O Entities and the subsidiaries thereof shall constitute “Unrestricted Subsidiaries” under the Note Documents. D. The parties hereto have agreed to (i) waive the requirements set forth in Section 7.14(a)(iv)(A) of the Existing Note Purchase Agreement in connection with the Fall 2024 Borrowing
2 Base and Commitment Increase, (ii) waive the Specified Defaults, and (iii) amend certain provisions of the Note Purchase Agreement, in each case, as more fully set forth herein. E. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Defined Terms. Each capitalized term which is defined in the Existing Note Purchase Agreement, but which is not defined in this First Amendment, shall have the meaning ascribed such term in the Existing Note Purchase Agreement. Section 2. Amendments to Note Purchase Agreement. The Existing Note Purchase Agreement is hereby amended as follows: 2.1 Amended and Restated Definition. The defined term “Unrestricted Subsidiaries” contained in Section 1.01 of the Existing Note Purchase Agreement is hereby amended and restated in its entirety to read in full as follows: “Unrestricted Subsidiaries” means, collectively, (a) RPC Power Holdco LLC and its subsidiaries and (b) RP H2O Holdco LLC and its subsidiaries, in each case, so long as any such Person (i) is not a “restricted subsidiary” for purposes of any indenture, credit agreement, or similar agreement under which any Note Party is an obligor that contains the concept of “restricted” and “unrestricted” subsidiaries or (ii) does not otherwise provide a Guarantee of the obligations thereunder. It is understood and agreed that (x) any Investment, Restricted Payment, and Asset Sale, in each case, made by the Parent, the Issuer and its Subsidiaries in or to RP H2O Holdco LLC and its subsidiaries, in each case, prior to December 13, 2024, shall be deemed to have occurred on December 13, 2024, immediately following the designation of RP H2O Holdco LLC and its subsidiaries as “Unrestricted Subsidiaries” on such date, for purposes of Section 7.04, Section 7.05, and Section 7.06 and (y) the Note Parties shall not be required to comply with the requirements set forth in Section 6.01(i), Section 7.04(l)(iii), or Section 7.05(f)(iii) in connection with such transactions deemed to have occurred on such date. Section 3. Limited Waiver. In reliance on the representations, warranties, covenants, and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 of this First Amendment, as of the First Amendment Effective Date, the Agent (at the direction of the Requisite Holders) and the Holders party hereto hereby (a) waive the requirements set forth in Section 7.14(a)(iv)(A) of the Existing Note Purchase Agreement in connection with the Fall 2024 Borrowing Base and Commitment Increase and (b) waive the Specified Defaults. Notwithstanding anything herein to the contrary, the waivers granted in this Section 3 are limited solely to the matters set forth in this Section 3 and nothing contained herein shall constitute a course of dealing or shall be deemed a consent to, or waiver of, any other action or inaction of any Note Party that constitutes (or would constitute) a violation of any provision of any Note Document. Neither any Holder nor the Agent shall be obligated to grant any future waivers with respect to any provision of any Note Document, and except to the extent expressly set forth herein, the waivers set forth in this Section 3 shall not be deemed to prejudice any right or rights that any Holder or the Agent may now have or may have in the future under or in connection with any Note Document. Section 4. Conditions Precedent. This First Amendment shall become effective on the date (such date, the “First Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 11.05 of the Existing Note Purchase Agreement):
3 4.1 The Agent shall have received from the Issuer, each other Note Party, and the Requisite Holders counterparts of this First Amendment signed on behalf of such Persons. 4.2 All fees and expenses required to be paid by the Note Parties pursuant to Section 11.02 of the Existing Note Purchase Agreement and invoiced at least three (3) Business Days before the First Amendment Effective Date (or such shorter period as may be reasonably agreed by the Issuer) shall have been paid in full in cash. 4.3 No Default or Event of Default (other than the Specified Defaults) shall have occurred and be continuing as of the First Amendment Effective Date. 4.4 The Agent and the Holders shall have received a true, complete, and executed copy of the Sixteenth Amendment to the RBL Credit Agreement. Without limiting the generality of the provisions of Section 9.03 of the Existing Note Purchase Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Holder that has signed this First Amendment shall be deemed to have consented to, approved, or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Holder, unless the Agent shall have received written notice from such Holder prior to the First Amendment Effective Date specifying its objection thereto. Section 5. Miscellaneous. 5.1 Confirmation. The provisions of the Existing Note Purchase Agreement, as amended by this First Amendment, shall remain in full force and effect following the First Amendment Effective Date. 5.2 Ratification and Affirmation; Representations and Warranties. Each Note Party hereby (a) acknowledges the terms of this First Amendment, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Note Document to which it is a party (as amended hereby) and agrees that each Note Document to which it is a party remains in full force and effect as expressly amended hereby, (c) agrees that from and after the First Amendment Effective Date each reference to the Note Purchase Agreement (including in the other Note Documents) shall be deemed to be a reference to the Existing Note Purchase Agreement, as amended by this First Amendment, and (d) represents and warrants to the Holders and the Agent that as of the date hereof immediately after giving effect to this First Amendment: (i) all of the representations and warranties of the Note Parties contained in the Note Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the First Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates), and (ii) no Default or Event of Default shall exist. 5.3 Counterparts. This First Amendment may be executed by one or more of the parties to this First Amendment on any number of separate counterparts (including by facsimile or other electronic transmission, i.e. a “pdf” or a “tif”), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 5.4 Integration. This First Amendment, the Note Purchase Agreement, and the other Note Documents executed in connection herewith and therewith represent the final agreement
4 among the parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations, or warranties by any Note Party, the Agent nor any Holder relative to the subject matter hereof not expressly set forth or referred to herein or in the other Note Documents. 5.5 GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 5.6 Severability. Any provision of this First Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 5.7 Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 5.8 Note Document. This First Amendment is a “Note Document” as defined and described in the Existing Note Purchase Agreement, and all of the terms and provisions of the Existing Note Purchase Agreement relating to Note Documents shall apply hereto. 5.9 Direction to the Agent. By executing this First Amendment, the Holders party hereto, which constitute the Requisite Holders under the Existing Note Purchase Agreement, hereby authorize and direct the Agent to execute and deliver this First Amendment and such documents or instruments in furtherance hereof and acknowledge that these actions are covered by the provisions of Section 9.03 of the Existing Note Purchase Agreement. [Signature Pages Follow]
[First Amendment Signature Page] IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed effective as of the First Amendment Effective Date. ISSUER: RILEY EXPLORATION – PERMIAN, LLC By: /s/ Philip Riley Name: Philip Riley Title: Chief Financial Officer PARENT: RILEY EXPLORATION PERMIAN, INC. By: /s/ Philip Riley Name: Philip Riley Title: Chief Financial Officer OPERATING: RILEY PERMIAN OPERATING COMPANY, LLC By: /s/ Philip Riley Name: Philip Riley Title: Chief Financial Officer
[First Amendment Signature Page] AGENT: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION By: /s/ Aaron X. Smith Name: Aaron X. Smith Title: Vice President
[First Amendment Signature Page] HOLDERS: EOC PARTNERS FUND – C L.P. By: /s/ Richard Punches Name: Richard Punches Title: Managing Partner EOC PARTNERS CO-INVEST FUND – V LP By: /s/ Richard Punches Name: Richard Punches Title: Managing Partner
Riley Permian Announces Credit Facility Extension and Increase in Borrowing Base OKLAHOMA CITY, December 18, 2024 /PRNewswire/ -- Riley Exploration Permian, Inc. (NYSE American: REPX) ("Riley Permian" or the "Company") today announced that it recently completed an amendment to its senior secured revolving credit facility (“Credit Facility”). Credit Facility Amendment Highlights: • Extended the facility maturity from April 2026 to December 2028 • Increased the borrowing base and commitment levels by 7% from $375 million to $400 million • Increased the syndicate to nine total lenders As of December 13, 2024, the Company had $117 million drawn on the Credit Facility with $283 million of availability. The management team and board of directors of Riley Permian extend their gratitude to the banking syndicate partners for their continued support. About Riley Exploration Permian, Inc. Riley Permian is a growth-oriented, independent oil and natural gas company focused on the acquisition, exploration, development and production of oil, natural gas, and natural gas liquids. For more information please visit www.rileypermian.com. Investor Contact: Rick D’Angelo 405-438-0126 [email protected]