0000950134-08-015909 Sample Contracts

Re: Amendment to Credit Agreement dated as of January 8, 2008 among Approach Resources, Inc.(“Borrower”), the Frost National Bank and the institutions named therein (“Lenders”) and The Frost National Bank, as Administrative Agent (“Agent”)
Credit Agreement • August 28th, 2008 • Approach Resources Inc • Crude petroleum & natural gas

Reference is hereby made to that certain Credit Agreement dated as of January 8, 2008 among Approach Resources, Inc., a Delaware corporation (“Borrower”), and each of the financial institutions which is a party thereto or which may from time to time become a party thereto pursuant to the provisions of Section 29 thereof or any successor or permitted assignee thereof (collectively, “Lenders”) and The Frost National Bank, a national banking association, as Administrative Agent (“Agent”) (as amended hereby, the “Loan Agreement”). All capitalized terms herein shall have the meanings ascribed to them in the Loan Agreement.

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 28th, 2008 • Approach Resources Inc • Crude petroleum & natural gas • Texas

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made and entered into as of the 26th day of August, 2008, by and among APPROACH RESOURCES INC., a Delaware corporation (“Borrower”), APPROACH OIL & GAS INC., a Delaware corporation, APPROACH OIL & GAS (CANADA) INC., an Alberta, Canada corporation, and APPROACH RESOURCES I, LP (collectively, “Guarantors”), THE FROST NATIONAL BANK, as Agent (“Agent”), and the Lenders that are signatory parties hereto (the “Lenders”).

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