Re: Fifth Amendment to Credit Agreement dated as of January 18, 2008 among Approach Resources Inc. (“Borrower”), the Frost National Bank and the institutions named therein (“Lenders”) and The Frost National Bank, as Agent (“Agent”)
Exhibit
10.1
July 8,
2009
The Frost
National Bank
000 Xxxx
Xxxxxx, Xxxxx 000
Xxxx
Xxxxx, Xxxxx 00000
| Attention: |
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Xx.
Xxxx X. Xxxxxx
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Re:
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Fifth
Amendment to Credit Agreement dated as of January 18, 2008 among Approach
Resources Inc. (“Borrower”), the Frost National Bank and the institutions
named therein (“Lenders”) and The Frost National Bank, as Agent
(“Agent”)
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Gentlemen:
Reference
is hereby made to that certain Credit Agreement dated as of January 18, 2008
among Approach Resources Inc., a Delaware corporation (“Borrower”), the Frost
National Bank, as Agent (“Agent”), and the Lenders that are signatory parties
hereto (the “Lenders”), as amended by letter amendment dated as of
February 19, 2008, letter amendment dated as of May 6, 2008, third amendment
dated as of August 26, 2008, fourth amendment dated as of April 8, 2009 and as
amended as of the date hereof (as amended, the “Loan Agreement”). All
capitalized terms herein shall have the meanings ascribed to them in the Loan
Agreement.
Pursuant to this letter amendment (the
“Amendment”), Agent, Lenders and Borrower agree, effective as of the date
hereof, to amend the Loan Agreement according to the terms and provisions set
forth below.
1. Amendment to Section
1. Defined Terms.
Effective
as of the date hereof, the definition of “Maturity Date” is deleted in its
entirety and the following is substituted therefor:
“Maturity Date means July 31, 2011.”
2. Extension
Fee. In consideration for Lenders’ agreement to extend the
Maturity Date, Borrower shall pay to Agent, for the ratable benefit of Lenders,
an extension fee in the amount of $250,000, calculated as 0.25% of the
Commitment Amount now in effect.
3. Ratification by
Guarantors. Each Guarantor hereby ratifies and reaffirms all
of its obligations under its Guaranty Agreement (the “Guaranty”) of Borrower's
obligations under the Loan Agreement, as amended hereby. Each
Guarantor also hereby agrees that nothing in this Amendment shall adversely
affect any right or remedy of Lenders under the Guaranty and that the execution
and delivery of this Amendment shall in no way change or modify its obligations
as guarantor under the Guaranty. Although each Guarantor has been
informed by Borrower of the matters set forth in this Amendment and such
Guarantor has acknowledged and agreed to the same, such Guarantor understands
that Agent has no duty to notify such Guarantor or to seek such Guarantor’s
acknowledgment or agreement, and nothing contained herein shall create such a
duty as to any transaction hereafter.
4.
Representations and
Warranties. By executing this Amendment, Borrower hereby
represents, warrants and certifies to Lenders that, as of the date hereof, (a)
there exists no Event of Default or events which, with notice or lapse of time,
would constitute an Event of Default; (b) Borrower has performed and
complied with all agreements and conditions contained in the Loan Agreement or
the other Loan Documents which are required to be performed or complied with by
Borrower; and (c) the representations and warranties contained in the Loan
Agreement and the other Loan Documents are true in all respects, with the same
force and effect as though made on and as of the date hereof.
5. Confirmation and
Ratification. Except as affected by the provisions set forth
herein, the Loan Agreement shall remain in full force and effect and is hereby
ratified and confirmed by all parties. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lenders under the Loan
Agreement or the other Loan Documents.
6. Reference to Loan
Agreement. Each of the Loan Agreement and the Loan Documents,
and any and all other agreements, documents or instruments now or hereafter
executed and delivered pursuant to the terms hereof or pursuant to the terms of
the Loan Agreement, as amended hereby, are hereby amended so that any reference
in the Loan Agreement, the Loan Documents and such other documents to the Loan
Agreement shall mean a reference to the Loan Agreement as amended
hereby.
7.
Multiple
Counterparts. This Amendment may be executed in a number of
identical separate counterparts, each of which for all purposes is to be deemed
an original, but all of which shall constitute, collectively, one
agreement. No party to this Amendment shall be bound hereby until a
counterpart of this Amendment has been executed by all parties hereto.
Delivery of an executed counterpart of a signature page of this Amendment by
telecopy shall be effective as delivery of a manually executed counterpart of
this amendment.
8. Final
Agreement. THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT,
AND ALL PROMISSORY NOTES AND OTHER LOAN DOCUMENTS EXECUTED PURSUANT THERETO OR
HERETO, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR
AMONG ANY OF THE PARTIES.
Please signify your acceptance to the
foregoing terms and provisions by executing a copy of this Amendment at the
space provided below.
| Very truly yours, | ||
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BORROWER:
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a
Delaware corporation
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By:
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/s/ X. Xxxx Craft
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X.
Xxxx Craft, President and Chief Executive
Officer
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GUARANTORS:
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APPROACH
OIL & GAS INC.,
a
Delaware corporation
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By:
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/s/ X. Xxxx Craft
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X.
Xxxx Craft, President and Chief Executive Officer
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APPROACH
OIL & GAS (CANADA) INC.,
an
Alberta, Canada corporation
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By:
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/s/ X. Xxxx Craft
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X.
Xxxx Craft, President and Chief Executive Officer
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APPROACH
RESOURCES I, LP,
a
Texas limited partnership
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By:
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Approach
Operating, LLC,
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a
Delaware limited liability company,
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its
general partner
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By:
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a
Delaware corporation,
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its
sole member
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By:
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/s/ X. Xxxx Craft
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X.
Xxxx Craft, President and Chief Executive Officer
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ACCEPTED
AND AGREED TO
effective
as of the date and year
first
above written:
AGENT:
THE FROST
NATIONAL BANK
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By:
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/s/ Xxxx X. Xxxxxx
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Xxxx
X. Xxxxxx, Senior Vice President
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LENDERS:
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THE
FROST NATIONAL BANK
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By:
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/s/
Xxxx X. Xxxxxx
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Xxxx
X. Xxxxxx, Senior Vice President
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JPMORGAN
CHASE BANK, NA
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By:
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/s/
Xxxxxxxxx Xxxxxxx
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Name:
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Xxxxxxxxx
Xxxxxxx
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Title:
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Vice
President
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FORTIS
CAPITAL CORP.,
a
Connecticut corporation
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By:
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/s/
Xxxxxxx Xxxxx
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By: | /s/ Xxxxx Xxxxxx | ||
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Name:
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Xxxxxxx
Xxxxx
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Name: | Xxxxx Xxxxxx | ||
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Title:
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Director
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Title: | Director | ||
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KEYBANK
NATIONAL ASSOCIATION
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By:
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/s/
Xxxx Xxxxx
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Name:
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Xxxx
Xxxxx
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Title:
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Assistant
Vice President
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