Kimbell Royalty Partners, LP (NYSE:KRP) Files An 8-K Entry into a Material Definitive Agreement

to each of the Service Provider MSAs, the applicable Services
Provider will provide management, administrative and
operational services to Kimbell Operating, as further described
in the section of the Prospectus entitled Certain Relationships
and Related Party Transactions. In addition, to the BJF MSA,
the K3 MSA, the Steward MSA and the Taylor MSA, the applicable
Services Provider will provide acquisition services to the
Partnership, including identifying, evaluating and recommending
acquisition opportunities and any related negotiating of such
opportunities. Each of the Service Providers is controlled by a
member of the Board and is directly or indirectly related to
certain of the Contributing Parties under the Contribution
Agreement (each such term as defined in Item 2.01 below). In
addition, certain of the Service Providers are affiliates of
the General Partner and the entities that control the General
Partner.

to the applicable Service Provider MSA, Kimbell Operating will
initially pay to Duncan Management, K3 Royalties, Nail Bay
Royalties, Steward Royalties and Taylor Companies a monthly
services fee of $54,870, $10,000, $41,960, $33,000 and $33,000,
respectively. BJF Royalties will not initially receive a
monthly services fee in connection with the provision of its
services. Subject to the approval of the Board, such monthly
services fees shall be adjusted (i)annually, (ii)in the event
of any sale of serviced properties or (iii)in the event of the
provision of any additional management services (including with
respect to acquisitions of new properties). In addition,
Kimbell Operating is required to reimburse the Service
Providers for all other reasonable costs and expenses
(including, but not limited to, third-party expenses and
expenditures) that the Service Providers incur on behalf of
Kimbell Operating in providing services. Kimbell Operating is
obligated to indemnify the Service Providers and their
affiliates for claims arising in connection with the provision
of services under the Service Provider MSAs.

Each Service Provider MSA has an initial term of five years
(subject to specified early termination provisions), and will
automatically renew each year thereafter unless Kimbell
Operating or the applicable Service Provider provides timely
written notice that it does not wish for the agreement to be
renewed.

The foregoing description and the description contained in the
Prospectus are not complete and are qualified in their entirety
by reference to the full text of the Service Provider MSAs,
which are filed as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6 and
10.7 to this Current Report on Form8-K and are incorporated
herein by reference.

Item2.01. Completion of Acquisition or
Disposition of Assets.

On December20, 2016, the Partnership entered into a
Contribution, Conveyance, Assignment and Assumption Agreement
(the Contribution Agreement) with the General Partner, Kimbell
Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC,
Holdings, and the other parties named therein. Concurrently
with the closing of the Offering on February8, 2017, the
following transactions, among others, occurred to the
Contribution Agreement:

1. Certain parties to the Contribution Agreement (the
Contributing Parties) contributed, directly or indirectly,
certain mineral and royalty interests to the Partnerships
existing subsidiaries, as further described in the Prospectus.

2. The Partnership redeemed 50% of the limited partner interest
in the Partnership from the organizational limited partner in
exchange for a refund of such limited partners initial capital
contribution.

3. The Partnership issued to the Contributing Parties an
aggregate 10,582,708 Common Units, representing a 64.8% limited
partner interest in the Partnership.

4. The Partnership distributed the net proceeds of the Offering
to the Contributing Parties as set forth in the Contribution
Agreement.

5. The General Partner retained a non-economic general partner
interest in the Partnership.

As more fully described in the Prospectus, certain of the
Contributing Parties are affiliates of the General Partner, the
entities that control the General Partner, certain members of
the Board and the Partnerships Chief Executive Officer and
President and Chief Financial Officer.

The foregoing description and the description contained in the
Prospectus are not complete and are qualified in their entirety
by reference to the full text of the Contribution Agreement,
which is filed as Exhibit2.1 to this Current Report on Form8-K
and is incorporated herein by reference.

Item2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

On January11, 2017, the Partnership entered into a new $50.0
million secured revolving credit facility (the Credit
Facility), with the lenders party thereto and Frost Bank, as
administrative agent and sole arranger, which became effective
as of February8, 2017. The Credit Facility will be available
for general partnership purposes, including working capital and
acquisitions. The Credit Facility will mature on February8,
2022.

The Credit Facility is secured by substantially all of the
assets of the Partnership and its wholly owned subsidiaries.
Availability under the Credit Facility equals the lesser of the
aggregate maximum commitments of the lenders and the borrowing
base. The borrowing base is determined based on the value of
the oil and natural gas properties of the Partnership and its
wholly owned subsidiaries. The oil and gas properties of the
Partnerships non-wholly owned subsidiaries are not subject to a
lien and will not be included in borrowing base valuations. The
Credit Facility permits aggregate commitments under the
facility to be increased to $100.0 million, subject to the
satisfaction of certain conditions and the procurement of
additional commitments from new or existing lenders.

At the Partnerships election, interest on borrowings under the
Credit Facility is determined by reference to either the London
Interbank Offered Rate plus an applicable margin between 2.25%
and 3.25% per annum (depending on the then-current level of
borrowings under the Credit Facility) or the alternate base
rate plus an applicable margin between 1.25% and 2.25% per
annum (depending on the then-current level of borrowings under
the Credit Facility). The unused portion of the Credit Facility
is subject to a commitment fee of 0.5%.

The Credit Facility contains various affirmative, negative and
financial maintenance covenants which limit the Partnership and
its wholly owned subsidiaries ability to, among other things,
incur or guarantee additional debt, make distributions on, or
redeem or repurchase, Common Units, make certain investments
and acquisitions, incur certain liens or permit them to exist,
enter into certain types of transactions with affiliates, merge
or consolidate with another company and transfer, sell or
otherwise dispose of assets. The Credit Facility also contains
covenants requiring the Partnership to maintain the following
financial ratios or to reduce its indebtedness if it is unable
to comply with such ratios: (i)a Debt to EBITDAX Ratio (as
defined in the Credit Facility) of not more than 4.0 to 1.0;
and (ii)a ratio of current assets to current liabilities of not
less than 1.0 to 1.0. The Credit Facility also contains
customary events of default, including non-payment, breach of
covenants, materially incorrect representations, cross-default,
bankruptcy and change of control.

The foregoing description is not complete and is qualified in
its entirety by reference to the full text of the Credit
Facility, which is filed as Exhibit10.8 to this Current Report
on Form8-K and is incorporated herein by reference.

Item3.02. Unregistered Sales of Equity
Securities.

The description in Item 2.01 of the issuances by the
Partnership of Common Units to the Contributing Parties on
February8, 2017 in connection with the consummation of the
transactions contemplated by the Contribution Agreement is
incorporated herein by reference. The foregoing transactions
were undertaken in reliance upon the exemption from the
registration requirements inSection4(a)(2) of the Securities
Act. The Partnership believes that exemptions other than the
foregoing exemption may exist for these transactions.

Item5.03. Amendments to Articles of
Incorporation or Bylaws; Changes in Fiscal Year.

First Amended and Restated Agreement of Limited
Partnership of Kimbell Royalty Partners, LP

On February8, 2017, in connection with the closing of the
Offering, the Partnership amended and restated its Partnership
Agreement (as amended, the Partnership Agreement). The
description of the Partnership Agreement contained in the
sections of the Prospectus entitled How We Pay Distributions
and The Partnership Agreement is incorporated herein by
reference.

The foregoing description and the description contained in the
Prospectus are not complete and are qualified in their entirety
by reference to the full text of the Partnership Agreement,
which is filed as Exhibit3.1 to this Current Report on Form8-K
and is incorporated herein by reference.

First Amended and Restated Limited Liability
Company Agreement of Kimbell Royalty GP, LLC

On February8, 2017, in connection with the closing of the
Offering, the General Partner amended and restated its Limited
Liability Company Agreement (as amended, the LLC Agreement).
The amendment to the LLC Agreement included, among other
things, outlining the rights of the sole member and the
management of the Partnerships business by the Board.

The foregoing description is not complete and is qualified in
its entirety by reference to the full text of the LLC
Agreement, which is filed as Exhibit3.2 to this Current Report
on Form8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

* The schedules to this agreement have been omitted to Item
601(b)(2)of Regulation S-K. The registrant will furnish
supplementally a copy of each such schedule to the Securities
and Exchange Commission upon request.

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.

Date: February14, 2017

INDEX TO EXHIBITS

* The schedules to this agreement have been omitted