Item 1.01Entry into a Material Definitive Agreement.

RBC Commitment Letter

On August 10, 2021, Evolve Transition Infrastructure LP (the "Partnership") entered into a letter agreement (the "Commitment Letter") with Royal Bank of Canada ("RBC") with respect to the Third Amended and Restated Credit Agreement, dated as of March 31, 2015, by and among the Partnership, each of the lenders party thereto, and RBC, as administrative agent for the lenders and as collateral agent for the lenders (as amended, restated, supplemented or otherwise modified through August 10, 2021, the "Existing Credit Agreement"). Pursuant to the terms of the Commitment Letter, RBC has agreed to (a) purchase at par and assume the outstanding Term Loan and Revolving Loan (as such terms are defined in the Existing Credit Agreement) of each other lender party to the Existing Credit Agreement, (b) enter into an amendment to the Existing Credit Agreement (the "Amendment") to (i) extend the maturity date under the Existing Credit Agreement to September 30, 2023, (ii) provide for a term loan facility in an aggregate principal amount of up to $65 million and a revolving credit facility in an aggregate principal amount of $5 million (the "Amended Credit Facilities"), and (iii) effect certain other amendments agreed to between the Partnership and RBC, and (c) provide the entire principal amount of the Amended Credit Facilities.

Pursuant to the Commitment Letter, we agreed to, among other things, (a) indemnify RBC, its affiliates and its and their directors, officers, employees, advisors or agents in connection with, or as a result of, the Commitment Letter or any other agreement or instrument contemplated therein, (b) reimburse RBC for all reasonable and documented out-of-pocket fees and expenses (including expenses of counsel to RBC and due diligence expenses) incurred by RBC in connection with the transactions contemplated by the Commitment Letter, whether or not the Amendment becomes effective, and (c) deliver additional credit support reasonably acceptable to RBC, as the administrative agent. With respect to (c), one or more affiliates of Evolve Transition Infrastructure GP, LLC, our general partner, may provide credit support and RBC has agreed as to the sufficiency of such additional credit support.

Completion of such definitive documentation and the closing of the transactions contemplated by the Amendment and the Amended Credit Facilities will be subject to various closing conditions, some of which may be outside of our control. The Commitment Letter terminates on the earlier to occur of September 30, 2021 and the closing date of the Amendment. The Partnership expects definitive documentation with respect to the Amendment to be completed prior to September 30, 2021.

The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by the full text of the Commitment Letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.



(d) Exhibits


  Exhibit No. Exhibit

         10.1   Letter Agreement, dated August 10, 2021, between Evolve
              Transition Infrastructure LP and Royal Bank of Canada.*

_____________

* Certain portions of this exhibit (indicated by "[REDACTED]") have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses