Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2022 and concurrent with the closing of the previously announced Acquisition (as defined below) pursuant to the Purchase Agreement (as defined below), HighPeak Energy, Inc. (the “Company”), as borrower, Fifth Third Bank, National Association, as administrative agent, the guarantors party thereto, the Existing Lenders (as defined in the Credit Agreement Amendment (as defined below)) and the New Lenders (as defined in the Credit Agreement Amendment) entered into that certain Fourth Amendment to Credit Agreement (the “Credit Agreement Amendment”), which, upon effectiveness, will amend that certain Credit Agreement, dated as of December 17, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified by (i) that certain First Amendment to Credit Agreement, dated as of June 23, 2021, (ii) that certain Second Amendment to Credit Agreement, dated as of October 1, 2021, (iii) that certain Third Amendment to Credit Agreement, dated as of February 9, 2022 and (iv) the Credit Agreement Amendment, (the “Credit Agreement”)), among the Company, Fifth Third Bank, National Association, as administrative agent, the guarantors party thereto and the lenders party thereto to, among other things, (i) increase (a) the Aggregate Elected Commitments (as defined in the Credit Agreement) to $400,000,000, (b) the Borrowing Base (as defined in the Credit Agreement) to $400,000,000 and (c) the Maximum Credit Amount (as defined in the Credit Agreement) to $1,500,000,000, (ii) increase the amount of excess cash that may be held to $75,000,000 and (iii) modify the affirmative hedging requirement.
The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the Credit Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference.
At the closing of the Acquisition, pursuant to the Purchase Agreement, the Company, Hannathon Petroleum, LLC (“Hannathon”) and the other parties thereto entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, and on the terms and subject to certain limitations set forth therein, the Company is obligated to use commercially reasonable efforts to cause the Resale Shelf (as defined in the Registration Rights Agreement) to become or be declared effective under the Securities and Exchange Act of 1934, as amended (the “Securities Act”). The foregoing description is qualified in its entirety by reference to the Registration Rights Agreement, which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.