August 2, 2009 Hicks Acquisition Company I, Inc. 100 Crescent Court, Suite 1200 Dallas, TX 75201 Attention: Joseph B. Armes

Exhibit 10.1

August 2, 2009

Xxxxx Acquisition Company I, Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx

We are writing to set forth an amendment to the Underwriting Agreement between and among Xxxxx Acquisition Company I, Inc. (the “Company”) and Citigroup Global Markets Inc. as Representative for the Several Underwriters, dated September 27, 2007 (the “Underwriting Agreement”). Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the Underwriting Agreement.

The Underwriters agree that in the event that the Deferred Discount becomes payable such Deferred Discount will be in an aggregate amount equal to $5,500,000 (hereby being reduced from the $17,388,000 that would otherwise be payable (the “New Deferred Discount Amount”). Each of the undersigned represent and warrant that they are parties entitled to such fee and thereby the parties authorized to agree to the afore-mentioned discount. The Underwriters are making the foregoing amendment in consideration of efforts that are being expended by the Company in pursuing a Business Combination and acknowledge that the Company is pursuing the structuring of such Business Combination in reliance on this letter. This letter sets forth the entire agreement with respect to the discount and may only be amended by a writing signed by the Company and the Underwriters.

	Very truly yours, CITIGROUP GLOBAL MARKETS INC.
	By:	/s/ Xxxxx Xxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxx
	Title:	Managing Director
	LAZARD CAPITAL MARKETS, LLC
	By:	/s/ Xxxxx X. XxXxxxxx, Xx.
	Name:	Xxxxx X. XxXxxxxx, Xx.
	Title:	Managing Director
	LADENBURG XXXXXXXX & CO. INC.
	By:	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Vice Chairman

Accepted and agreed to as of
the date set forth above:

Xxxxx Acquisition Company I, Inc.

By:        /s/ Xxxxxx X. Xxxxx                    
Name:   Xxxxxx X. Xxxxx
Title:     President & CEO