{"url_path":"/sec/erok/8-k/2026-05-21/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/2104882/0001193125-26-234739-index.html","accession_number":"0001193125-26-234739","cik":"0002104882","ticker":"EROK","issuer_name":"EagleRock Land, LLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2104882/0001193125-26-234739-index.html","primary_entity_key":"0002104882","primary_entity_name":"EagleRock Land, LLC"},"word_count":1084,"has_tables":true,"body_markdown":"**Item 2.03**\n\n**Creation of a Direct Financial Obligation or an Obligation under an\nOff-Balance Sheet Arrangement of a Registrant.**\n\n**Predecessor Credit Facility**\n\nOn May 15, 2026, in connection with the closing of the initial public offering (the “Offering”) of EagleRock\nLand, LLC (the “Company”), and pursuant to the terms of that certain Sixth Amendment to Financing Agreement, dated as of May 4, 2026, by and among Lea & Eddy Holdings, LLC, the predecessor for accounting purposes of the\nCompany (the “Predecessor”), and certain of its subsidiaries, the other loan parties party thereto, TCW Asset Management Company LLC (“TCW”), as administrative agent and collateral agent, and the lenders party thereto (the\n“Sixth Amendment”), as modified by that certain Joinder Agreement to the Financing Agreement, dated as of May 15, 2026, by and among EagleRock Land Operating, LLC, a subsidiary of the Company (“OpCo”), the borrowers and\nother loan parties party thereto and TCW (such joinder, the “Joinder Agreement” and such credit facility, as amended and modified, the “Predecessor Credit Facility”), OpCo became “Parent” and\n“Guarantor” under the Predecessor Credit Facility in exchange for the Predecessor’s contribution of certain of its subsidiaries to OpCo.\n\nAs of May 4, 2026, there was approximately $263.3 million of outstanding borrowings under the Predecessor Credit Facility and the\npayoff balance was approximately $270.0 million. Borrowings under the Predecessor Credit Facility bear interest at the secured overnight financing rate (“SOFR”), plus the applicable margin or certain reference rate, plus the\napplicable margin, which is set at 8.0%–8.5% depending on the applicable leverage ratio for the most recent four consecutive quarters. Principal amounts borrowed under the revolving credit facility that forms a part of the Predecessor Credit\nFacility may be repaid from time to time without penalty. Any principal amounts outstanding on the maturity date, July 3, 2027, become due and payable on such date. The Company intends to use a portion of the net proceeds from the Offering to\nrepay in full and terminate the Predecessor Credit Facility. OpCo provides a limited recourse guaranty for the Predecessor Credit Facility limited to Parent Collateral (as defined in the Predecessor Credit Facility).\n\nThe foregoing description is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendment and the\nJoinder Agreement, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 2.03 by reference.\n\n**EagleRock Credit Facility**\n\nIn\nconnection with the Offering, OpCo, as borrower, entered into a credit agreement providing a $200.0 million revolving credit facility, which will mature five years after the effective date (the “Credit Facility”). The Credit\nFacility is administered by JPMorgan Chase Bank, N.A., as administrative agent, and is secured by a first-priority lien on substantially all of the assets of OpCo and the Guarantors (as defined in the Credit Facility), including equity interests in\nOpCo’s subsidiaries, subject to customary exceptions and exclusions, and is guaranteed by all material existing and future direct and indirect wholly owned domestic subsidiaries of OpCo. The Credit Facility includes an accordion feature\nproviding for up to $100.0 million of additional commitments, a letter of credit sublimit of $10.0 million and customary conditions to borrowing. The Credit Facility will become effective upon full repayment and termination of the\nPredecessor Credit Facility.\n\nOutstanding borrowings under the Credit Facility accrue interest at a rate based on SOFR, plus an applicable\nmargin. Borrowings under the Credit Facility accrue interest based on a four-tiered pricing grid tied to OpCo’s net total leverage ratio as follows:\n\n•\n\nif the net total leverage ratio is greater than or equal to 3.00x, the applicable margin will be 3.00% and the\ncommitment fee on undrawn amounts will be 0.50%;\n\n2\n\n•\n\nif the net total leverage ratio is less than 3.00x but greater than or equal to 2.50x, the applicable margin will\nbe 2.75% and the commitment fee on undrawn amounts will be 0.50%;\n\n•\n\nif the net total leverage ratio is less than 2.50x but greater than or equal to 2.00x, the applicable margin will\nbe 2.50% and the commitment fee on undrawn amounts will be 0.375%; and\n\n•\n\nif the net total leverage ratio is less than 2.00x, the applicable margin will be 2.25% and the commitment fee on\nundrawn amounts will be 0.375%.\n\nThe Credit Facility includes customary affirmative and negative covenants, which, among\nother things and subject to certain exceptions, restrict the ability of OpCo and its restricted subsidiaries to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another\nentity, enter into transactions with affiliates or restrictive agreements, change their business, prepay debt and amend their organizational documents and material agreements.\n\nThe Credit Facility permits OpCo and its restricted subsidiaries to make certain restricted payments, so long as (i) no default or event\nof default exists or would result therefrom, (ii) the pro forma net total leverage ratio is less than 3.00x and (iii) pro forma liquidity (defined as cash plus availability under the Credit Facility) is equal to or greater than\n$50.0 million.\n\nIn addition, OpCo is required to comply with the following financial maintenance covenants: (i) a maximum net\ntotal leverage ratio of no greater than 3.50x (with maximum cash netting of up to $25.0 million if any loans are outstanding or, if no loans are outstanding, all unrestricted cash and cash equivalents on the balance sheet of OpCo and its\nrestricted subsidiaries, and with a step up to 4.00x for a certain period after a material permitted acquisition); and (ii) a minimum interest coverage ratio of at least 2.75x.\n\nThe Credit Facility contains customary events of default, including for the failure of OpCo and the other loan parties to comply with the\nvarious financial, negative and affirmative covenants under the Credit Facility (subject to the cure provisions set forth therein). During the existence of an event of default (as defined in the Credit Facility), the administrative agent, with the\nconsent of or at the direction of the required lenders thereunder, has the right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under the Credit Facility to be\nimmediately due and payable.\n\nThe foregoing description is not complete and is qualified in its entirety by reference to the full text of\nthe Credit Facility, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated in this Item 2.03 by reference."}