Exhibit 10.1


 










FIRST AMENDMENT TO

CREDIT AGREEMENT


 


THIS FIRST AMENDMENT
TO CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of June 26, 2015, by and among
RING ENERGY INC., a Nevada corporation (the “Borrower”), each lender party to the Credit Agreement referred
to below, SUNTRUST BANK, as Administrative Agent for such lenders (in such capacity, together with its successors in such capacity
“Administrative Agent”) and as Issuing Bank under the Credit Agreement referred to below, CADENCE BANK,
as Co-Documentation Agent, and Compass Bank, as Co-Documentation Agent.


 


W I T N E
S S E T H:


 


WHEREAS, the Borrower,
Administrative Agent and the lenders from time to time party thereto (the “Lenders”) are parties to that
certain Credit Agreement dated as of July 1, 2014 (as amended, restated, or otherwise modified from time to time, the “Existing
Credit Agreement” and, as amended by this Amendment and as further amended, modified or restated from time to time,
the “Credit Agreement”), whereby upon the terms and conditions therein stated the Lenders have agreed
to make certain loans to the Borrower upon the terms and conditions set forth therein;


 


WHEREAS, the Borrower
desires to increase the Aggregate Maximum Loan Amount to $500,000,000.00 (the “Commitment Increase”);


 


WHEREAS, each Lender
identified on the signature pages hereto desires to provide a portion of the Commitment Increase in the several amounts set forth
on Schedule II hereto;


 


WHEREAS, the Borrower
has requested that the Lenders amend the Credit Agreement as set forth below to facilitate the Commitment Increase and to make
certain other amendments to the Credit Agreement; and


 


WHEREAS, subject to
the terms and conditions hereof, the Lenders are willing to agree to the amendments to the Credit Agreement as set forth herein.


 


NOW, THEREFORE, for
and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:


 


SECTION
1.Definitions.


 


(a)Unless
otherwise defined in this Amendment, each capitalized term used herein but not otherwise defined herein has the meaning given such
term in the Credit Agreement. The interpretive provisions set forth in Sections 1.2, 1.3 and 1.4 of the Credit
Agreement shall apply to this Amendment.


 


(b)As
used in this Amendment, the following terms shall have the meanings set forth below:


 


“Acquired
Assets” means the “Assets” as defined in the Finley Acquisition Agreement.


 


“Amendment
Effective Date” has the meaning given to such term in Section 5 of this Amendment.


 


“Amendment
Effective Date Transactions” means the delivery of the Loan Documents required to be delivered pursuant to the Amendment,
the consummation of the Finley Transactions by the Borrower and making of Loans on the Amendment Effective Date.


 






    	 



    	 



    

 


“Closing
Date Reserve Report” has the meaning set forth in Annex A  attached to this Amendment.


 


“Existing
Lender” means each Lender that is a party to this Amendment that has a Commitment under the Existing Credit Agreement.


 


“Finley Acquisition
Agreement” means that certain Purchase and Sale Agreement dated effective May 1, 2015, between Ring Energy, Inc.,
as buyer, and Finley Production Co., LP, BDT Oil & Gas, LP, Metcalfe Oil, LP, Grasslands Energy LP, Buffalo Oil & Gas,
LP, and Finley Resources Inc., as sellers.


 


“Finley Transactions”
means the acquisition by the Borrower of the Acquired Assets as defined in the Finley Acquisition Agreement.


 


“Increasing
Lender” means each Existing Lender whose dollar Commitment amount shown on Schedule II attached hereto
is higher than its Commitment under the Existing Credit Agreement, and the term “Increasing Lender” shall
also include each New Lender as herein defined.


 


“Arranger”
means SunTrust Robinson Humphrey, Inc., in its capacity as arranger in connection with the amended credit facility pursuant to
this Amendment.


 


“New Lender”
means each Lender that is a party to this Amendment that is not a party to the Existing Credit Agreement.


 


SECTION 2.Increase
and Joinder. Effective on the Amendment Effective Date:


 


(a)The Aggregate
Maximum Loan Amount is increased to $500,000,000.00.


 


(b)Each Increasing
Lender’s Commitment shall be as set forth on Schedule II attached hereto, and Schedule II of the Credit Agreement
is amended in its entirety to read as set forth in Schedule II attached hereto.


 


(c)Each New Lender
represents and agrees as follows: (i) it shall be a “Lender” under and as defined in the Credit Agreement and
shall have a Commitment in the amount set forth opposite its name on Schedule II attached hereto, (ii) it has received a
copy of the Existing Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 5.1 thereof, and such other documents and information as it deems appropriate
to make its own credit analysis and decision to enter into this Amendment, (iii) it has, independently and without reliance upon
the Administrative Agent, any other agent, any Lender or the Arranger, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Amendment, and (iv) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


SECTION 3.Borrowing
Base Increase; Maximum Credit Amount Increase. Effective on the Amendment Effective Date, (a) the Borrowing Base is increased
to $100,000,000.00, and (b) the Aggregate Maximum Loan Amount is increased to $500,000,000.00.


 


SECTION
4.Additional Amendments to Credit Agreement. Effective on the Amendment Effective Date, the Credit Agreement is hereby
further amended as follows:


 


(a)Pricing.
Schedule I to the Credit Agreement (Applicable Margin and Applicable Percentage) is hereby replaced with Schedule
I attached hereto.


 






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(b)New
Definitions. The following new definitions are hereby added to Section 1.01 of the Credit Agreement in proper alphabetical
order:


 


“Finley PSA”
means that certain Purchase and Sale Agreement dated effective May 1, 2015, between, Ring Energy, Inc., as buyer, and Finley Production
Co., LP, Finley Resources Inc., BDT Oil & Gas, LP, Metcalfe Oil, LP, Grasslands Energy LP and Buffalo Oil & Gas, LP, as
sellers.


 


“First Amendment
Closing Date” means June 26, 2015.


 


(c)Amended
and Restated Definitions (Change to Dates of Borrowing Base Redeterminations and Extension of Maturity). The following
definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:


 


“Base Date”
means (a) prior to November 1, 2015, (i) the First Amendment Closing Date and (ii) the date of the determination scheduled to occur
on or about November 1, 2015 and (b) on or after November 1, 2015, the date of the most recent scheduled determination of the Borrowing
Base.


 


“Commitment
Termination Date” shall mean the earliest of (i) June 26, 2020, (ii) the date on which the Commitments are terminated
pursuant to Section 2.7 or Section 8.2 and (iii) the date on which the principal amount of all Loans outstanding
under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise).


 


(d)Amendments
to Definitions (Revision to Applicable Margin, Increased Maximum Loan Agreement and Increased Letter of Credit Commitment Amount).
The following definitions in Section 1.01 of the Credit Agreement are amended as follows:


 


“Applicable
Margin”: the definition of “Applicable Margin” is amended by deleting the word “Grid”
and replacing it with “grid”.


 


“Aggregate Maximum
Loan Amount”: the definition of “Aggregate Maximum Loan Amount” is amended by deleting the number
“$150,000,000.00” and replacing it with “$500,000,000.00”.


 


“LC Commitment”:
the definition of “LC Commitment” is amended by deleting the number “$2,500,000” and replacing it
with “$5,000,000”.


 


(e)Amendment
to Section 2.4(b) (Change to Dates of Scheduled and Interim Borrowing Base Redeterminations after the Amendment Effective Date).
Section 2.4(b) (Schedules and Interim Redeterminations) is amended in its entirety to read as follows:


 


“(b)Scheduled
and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually on each November 1 and May 1 beginning
November 1, 2015 (each, a “Scheduled Redetermination”). In addition, the Borrower may, by notifying the Administrative
Agent thereof, and the Administrative Agent may, at the direction of the Required Lenders, by notifying the Borrower thereof, each
elect to cause the Borrowing Base to be redetermined one time during each of the following periods: (A) between the First Amendment
Closing Date and the November 1, 2015 Scheduled Redetermination, and (B) starting with the November 1, 2015 Scheduled Redetermination,
during any six month period between Scheduled Redeterminations (each, an “Interim Redetermination”), in accordance
with this Section 2.4.”


 






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(f)Amendment
to Section 2.4(d)(i) (Change to Dates of Scheduled and Interim Borrowing Base Redeterminations after the Amendment Effective Date).
Section 2.4(d)(i) (Effectiveness of a Redetermined Borrowing Base) is amended in its entirety to read as follows:


 


“(i)in the case of
a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered
by the Borrower pursuant to clauses (a) and (c) of Section 5.13 in a timely and complete manner, then on the May 1 or November
1 (or, in each case, such date promptly thereafter as reasonably practicable), as applicable, following such notice, or (B) if
the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to clauses
(a) and (c) of Section 5.13 in a timely and complete manner, then on the Business Day next succeeding delivery of such notice;
and”





 


(g)Amendment
to Section 3.2. Section 3.2 (Conditions to Each Credit Event) is amended by deleting “December
31, 2013” and inserting in lieu thereof “December 31, 2014”.


 


(h)Amendment
to Section 5.13(a) (Change to Delivery Dates of Reserve Reports). Section 5.13(a) (Reserve Reports)
is amended and restated in its entirety as follows:


 


“(a)On
or before April 1 and October 1 of each year, commencing October 1, 2015, the Borrower shall furnish to the Administrative Agent
and the Lenders a Reserve Report evaluating the Oil and Gas Properties of Borrower and its Subsidiaries as of the immediately preceding
January 1 (with respect to the Reserve Report due April 1) and July 1 (with respect to the Reserve Report due October 1). The Reserve
Report due April 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report due October
1 of each year shall be prepared by or under the supervision of the chief engineer of the Borrower who shall certify such Reserve
Report to be true and accurate and to have been prepared in accordance with the procedures used in the Reserve Report most recently
prepared by the Approved Petroleum Engineers.”


 


(i)Amendment
to Section 5.13(b) (Revision to Cross-Reference). Section 5.13(b) (Reserve Reports) is amended
by deleting the cross-reference to “Section 2.5(b)” and replacing it with “Section 2.4(b)”.


 


(j)Amendment
to Section 8.1 (Events of Default) (Revision to Cross-Reference). The paragraph at the end of Section 8.1
(Events of Default) is amended by deleting the parenthetical “(other than an event with respect to
the Borrower described in subsection (g) or (h) of this Section)” and replacing it with “(other than an event with
respect to the Borrower described in subsection (g), (h) or (i) of this Section)”.


 


SECTION
5.Conditions of Effectiveness. (a)
This Amendment shall become effective as of the date (the “Amendment Effective Date”) that each of the
conditions precedent set forth on Annex A hereto shall have been satisfied.


 


(a)Without
limiting the generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of determining
compliance with the conditions specified in Annex A, each Lender that has signed this Amendment (and its permitted
successors and assigns) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other
matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received written notice from such Lender prior to the proposed Amendment Effective Date specifying its objection
thereto.


 






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(b)The
Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date.


 


SECTION
6.Post-Closing Requirements. The Borrower shall comply with the requirements set forth on Annex
B hereto within the time frames set forth therein as may be extended by the Administrative Agent.


 


SECTION
7.Representations and Warranties. The Borrower represents and warrants to Administrative Agent and
the Lenders, with full knowledge that such Persons are relying on the following representations and warranties in executing this
Amendment, as follows:


 


(a)It
has the organizational power and authority to execute, deliver and perform this Amendment, and all organizational action on the
part of it requisite for the due execution, delivery and performance of this Amendment has been duly and effectively taken.


 


(b)The
Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered to
the Administrative Agent and the Lenders in connection with this Amendment to which it is a party constitute the legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms except as enforceability
may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally
or by equitable principles relating to enforceability.


 


(c)This
Amendment does not and will not violate any provisions of any of the articles or certificate of incorporation, bylaws, and other
organizational and governing documents of the Borrower.


 


(d)No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary
or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment.


 


(e)Before
and after giving effect to this Amendment and the Amendment Effective Date Transactions, the representations and warranties of
the Borrower contained in Article IV of the Credit Agreement or in any other Loan Document are true and correct in all material
respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality,
in which case such representations and warranties shall be true and correct in all respects).


 


(f)Before
and after giving effect to this Amendment and the Amendment Effective Date Transactions, no Default, Event of Default or Borrowing
Base Deficiency exists.


 


(g)Since
December 31, 2014, there has been no event or circumstance which has had or could reasonably be expected to have a Material Adverse
Effect or a material adverse effect on the Acquired Assets.


 


(h)As
of the Amendment Effective Date, notwithstanding any provision in any Collateral Document to the contrary, no Building (as defined
in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation)
included in the definition of “Mortgaged Property” or “collateral” or similar definition in any Collateral
Document and no Building or Manufactured (Mobile) Home is encumbered by any Collateral Document. As used in this paragraph, “Building”
means any Building or Manufactured (Mobile) Home, in each case as defined in the applicable Flood Insurance Regulations); and “Flood
Insurance Regulations” means (I) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (II) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto,
(III) the National Flood Insurance Reform Act of 1994 (amending 42 USC § 4001, et seq.), as the same may be amended or recodified
from time to time, and (IV) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder.


 






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SECTION
8.Miscellaneous.


 


(a)Reference
to the Credit Agreement. Upon the effectiveness hereof, on and after the date hereof, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import,
shall mean and be a reference to the Credit Agreement as amended hereby.


 


(b)Effect
on the Credit Agreement; Ratification. Except as specifically amended by this Amendment, the Credit Agreement shall remain
in full force and effect and is hereby ratified and confirmed. By its acceptance hereof, the Borrower hereby ratifies and confirms
each Loan Document to which it is a party in all respects, after giving effect to the Borrowing Base redetermination and amendments
set forth herein.


 


(c)Extent
of Amendments. Except as otherwise expressly provided herein, the Credit Agreement and the other Loan Documents are not
amended, modified or affected by this Amendment. The Borrower hereby ratifies and confirms that (i) except as expressly amended
hereby, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement remain
in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their
respective terms, and (iii) the Collateral and the Liens on the Collateral securing the Obligations are unimpaired by this Amendment
and remain in full force and effect.


 


(d)Loan
Documents. The Loan Documents, as such may be amended in accordance herewith, are and remain legal, valid and binding obligations
of the parties thereto, enforceable in accordance with their respective terms. This Amendment is a Loan Document.


 


(e)Claims.
As additional consideration to the execution, delivery, and performance of this Amendment by the parties hereto and to induce Administrative
Agent and Lenders to enter into this Amendment, the Borrower represents and warrants that, as of the date hereof, it does not know
of any defenses, counterclaims or rights of setoff to the payment of any Obligations of the Borrower to Administrative Agent, Issuing
Bank or any Lender.


 


(f)Execution
and Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or pdf shall be
equally as effective as delivery of a manually executed counterpart.


 


(g)Governing
Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise)
based upon, arising out of or relating to this Amendment and the transactions contemplated hereby and thereby shall be construed
in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of
Texas.


 


(h)Headings.
Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this
Amendment for any other purpose.


 


SECTION
9.NO ORAL AGREEMENTS. THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE
DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED
BY AND MERGED INTO SUCH WRITINGS. THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE BORROWER, ADMINISTRATIVE
AGENT, ISSUING BANK AND/OR LENDERS REPRESENT THE FINAL AGREEMENT BETWEEN SUCH PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.


 






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SECTION
10.No Waiver. The Borrower hereby agrees that no Event of Default and no Default has been waived or
remedied by the execution of this Amendment by the Administrative Agent or any Lender. Nothing contained in this Amendment nor
any past indulgence by the Administrative Agent, Issuing Bank or any Lender, nor any other action or inaction on behalf of the
Administrative Agent, Issuing Bank or any Lender, (i) shall constitute or be deemed to constitute a waiver of any Defaults or Events
of Default which may exist under the Credit Agreement or the other Loan Documents, or (ii) shall constitute or be deemed to constitute
an election of remedies by the Administrative Agent, Issuing Bank or any Lender, or a waiver of any of the rights or remedies of
the Administrative Agent, Issuing Bank or any Lender provided in the Credit Agreement, the other Loan Documents, or otherwise afforded
at law or in equity.


 


 


 


Signatures Pages Follow


 


 



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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


 





	 	RING ENERGY INC.,
	 	as Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 




 





Signature Page to First Amendment to Credit
Agreement





Ring Energy, Inc.


 







 






    	 



    	 



    




 





	 	SUNTRUST BANK,
	 	as Administrative Agent, as Issuing Bank and as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 




 


Signature Page to First Amendment to Credit
Agreement





Ring Energy, Inc.



 






    	 



    	 



    




 





 





	 	[NEW LENDER],
	 	as a Lender
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 




 


Signature Page to First Amendment to Credit
Agreement





Ring Energy, Inc.



 






    	 



    	 



    




 


 


SCHEDULE I


 


 


 


Applicable Margin and Applicable Percentage


 





 


	Pricing Level	Borrowing Base 

Utilization 

Percentage	Applicable Margin for Eurodollar Loans	Applicable Margin for Base Rate Loans	Applicable Percentage for Unused Commitment Fee
	I	< 25%	1.75% 

per annum	2.75% 

per annum	0.300% 

per annum
	II	≥ 25% but < 50%	2.00% 

per annum	3.00% 

per annum	0.375%  

per annum
	III	≥ 50% but < 75%	2.25% 

per annum	3.25% 

per annum	0.375% 

per annum
	IV	≥ 75% but < 90%	2.50% 

per annum	3.50% 

per annum	0.375% 

per annum
	V	≥ 90%	2.75% 

per annum	3.75% 

per annum	0.500% 

per annum


 


 


 


Schedule I


 








    	 



    	 



    




 


 


 


SCHEDULE II


 


 


 


Maximum Loan Amounts


 


 


 


	Lender	Pro Rata Share	Pro Rata Share of 

Borrowing Base	Maximum Loan 

Amount
	SunTrust Bank	30.0%	$30,000,000	$150,000,000
	Cadence Bank	17.5%	$17,500,000	$87,500,000
	Compass Bank	17.5%	$17,500,000	$87,500,000
	IBERIABANK	15.0%	$15,000,000	$75,000,000
	NBH Bank	12.5%	$12,500,000	$62,500,000
	CrossFirst Bank	7.5%	$7,500,000	$37,500,000
	TOTAL	100%	$100,000,000	$500,000,000


 


 


 


Schedule II


 











    	 



    	 



    




 


ANNEX A

CONDITIONS PRECEDENT


 


1.The Administrative
Agent shall have received (which may be by electronic transmission), in form and substance satisfactory to the Administrative Agent,
the following, in each case dated as of the Amendment Effective Date unless otherwise indicated below:


 


(a)a counterpart
of this Amendment which shall have been executed by the Administrative Agent, the Issuing Bank, each of the Lenders shown on Schedule
II to this Amendment and the Borrower (which may be by PDF transmission);


 


(b)a certificate
of the Borrower’s principal executive officer or principal financial officer satisfying the requirements of Section 5.13
of the Credit Agreement as to the Reserve Report (or Reports, if more than one) (the “Closing Date Reserve Report”,
whether one or more) delivered with respect to the Borrower’s Oil and Gas Properties (including the Acquired Assets) evaluated
in connection with the increase of the Borrowing Base pursuant to this Amendment;


 


(c)(i) Mortgages
covering the Acquired Assets and (ii) such other Collateral Documents, title information, supplements, amendments, documents and
instruments that the Administrative Agent shall have requested so that after giving effect to the Finley Transactions (y) subject
to Annex B hereto, the Administrative Agent has received satisfactory title information on at least 80% of
the total value of the Oil and Gas Properties of the Borrower (including the Acquired Assets) covered by the Closing Date Reserve
Report and (z) the Borrower has granted to the Administrative Agent as security for the Obligations a perfected first-priority
Lien interest in its Oil and Gas Properties (including the Acquired Assets) as required by Section 5.15 of the Credit Agreement;
(it being understood that any filing or recordation may occur after the Amendment Effective Date so long as the Administrative
Agent has the authority to make such filings and recordations on the Amendment Effective Date);


 


(d)lien searches,
environmental reports, and such other diligence as the Arranger may reasonably require with respect to the Acquired Assets, including
the Phase I report conducted by Environmental Consultants, Inc.;


 


(e)favorable written
opinion of Burleson LLP, special Nevada and Texas counsel to the Loan Parties, addressed to the Administrative Agent, the Issuing
Bank and each of the Lenders, in form and substance satisfactory to, and covering such matters relating to the Loan Parties, the
Loan Documents and the transactions contemplated therein as may be requested by, the Administrative Agent and the Arranger;


 


(f)a certificate
executed by the principal financial officer of the Borrower certifying as to: (i) solvency of the Borrower and its subsidiaries
on a consolidated basis after giving effect to the this Amendment and the Amendment Effective Date Transactions, (ii) the Borrower’s
pro forma compliance with Article VI (Financial Covenants) of the Credit Agreement after giving effect to the this
Amendment and the Amendment Effective Date Transactions, and (iii) the matters set forth in Sections 2 through 8
of this Annex A;


 


(g)a certificate
of the Secretary or Assistant Secretary of each Loan Party, attaching and certifying copies of its certificate or articles of incorporation
and bylaws, and of the resolutions of its board of directors, authorizing the execution, delivery and performance of the Loan Documents
to which it is a party and the Finley Acquisition Agreement and all related documentation thereto and certifying the name, title
and true signature of each officer of such Loan Party executing such Loan Documents and the Finley Acquisition Agreement and all
related documentation thereto to which it is a party;


 






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(h)certified copies
of the articles or certificate of incorporation, of each Loan Party, together with certificates of good standing or existence,
as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction
where such Loan Party is required to be qualified to do business as a foreign corporation, each dated as of a recent date.


 


(i)the Borrower’s
unaudited financial statements together with officer’s certificate, in each case as required pursuant to Sections 5.1(b)
and 5.1(c) of the Credit Agreement;


 


(j) a pro forma
balance sheet, income statement, statement of cash flows and projections of the Borrower and its subsidiaries as of the last day
of March 31, 2015, giving pro forma effect to the Finley Transactions and the loans made on the Amendment Closing Date as if the
Finley Transactions had occurred and such loans had been made as of such date (in the case of such balance sheet) or at the beginning
of such period (in the case of such other financial statements) (the “Pro Forma Statements and Projections”),
together with such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions
made in such Pro Forma Statements and Projections and pro forma compliance with Article IV (Financial Covenants) of the
Credit Agreement after giving effect to the this Amendment and the Amendment Effective Date Transactions; and


 


(k)to the extent
not previously delivered to Administrative Agent, certificates of insurance as described in Section 3.1(b)(xvi) of the Credit
Agreement, evidencing insurance coverage as required by the Loan Documents.


 


2.The Administrative
Agent shall have received fully executed copies of the Finley Acquisition Agreement and all other material documents and agreements
evidencing the Finley Transactions, together with all exhibits and schedules, certified by a Responsible Officer of the Borrower
as being true and correct and complete.


 


3.Each of the representations
and warranties set forth in Section 7 of this Amendment shall be true and correct.


 


4.The Finley Transactions
shall have been consummated (or shall be consummated on the Amendment Effective Date substantially simultaneously with the funding
of the requested Loans on the Amendment Effective Date) (x) in accordance with applicable Requirements of Law and (y) in accordance
with the terms and conditions of the Finley Acquisition Agreement as in effect on the date of this Amendment without giving effect
to any waiver, modifications or consent thereunder that is materially adverse to the interests of the Lenders (as reasonably determined
by the Arranger) unless approved by the Arranger.


 


5.All approvals
of a Governmental Authority or third party necessary in connection with the Finley Transactions, the financing and transactions
contemplated hereby and the continued operations of Borrower’s business shall have been obtained and shall be in full force
and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent
authority that would restrain, prevent or otherwise impose adverse conditions on the Finley Transactions or the financing thereof,
or any transactions contemplated hereby.


 


6.There is no action,
suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that purports
to affect the Finley Transactions or the financing thereof, any transaction contemplated hereby, or that could have a Material
Adverse Effect or a material adverse effect on the Finley Transactions or the financing thereof, the Acquired Assets or any transaction
contemplated hereby or on the ability of any Loan Party to perform its obligations under the Loan Documents.


 






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7.Since December
31, 2014, there has been no event or condition that has had or could reasonably be expected to have a Material Adverse Effect or
a material adverse effect on the Acquired Assets.


 


8.The purchase
price reduction under the Finley Acquisition Agreement as a result of title defects, environmental defects, preferential rights
and casualty losses shall not exceed five percent (5%) of the Purchase Price (as defined in the Finley Acquisition Agreement) unless
approved by the Arranger.


 


9.The capitalization,
structure and equity ownership of Borrower after giving effect to the Finley Transactions and the transactions contemplated by
this Amendment shall be satisfactory to Arranger in all material respects.


 


10.The Borrower
shall have delivered such documentation and information required by regulatory authorities under applicable “know your customer”
and anti-money laundering laws as requested by the Administrative Agent or any Lender.


 


11.Borrower shall
have paid, or shall have made arrangements with the Administrative Agent to pay with the proceeds of the Borrowing made on the
Amendment Effective Date, all fees and expenses due to the Lenders and the Administrative Agent (including, but not limited to,
reasonable attorneys’ fees of counsel to the Administrative Agent).


 






    	Annex A - Page 3



    	 



    

 


 


ANNEX B

POST-CLOSING OBLIGATIONS


 


The Borrower shall
deliver title information in form and substance acceptable to the Administrative Agent covering the Oil and Gas Properties evaluated
by the Closing Date Reserve Report (which in any event shall cover, together with title information previously delivered to the
Administrative Agent, at least eighty percent (80%) of the total value of the Oil and Gas Properties evaluated by the Closing Date
Reserve Report), as follows:


 


(a)on
the Amendment Effective Date, on at least 50% of the total value of the Oil and Gas Properties evaluated by the Closing Date Reserve
Report;


 


(b)within
30 days after the Amendment Effective Date, on at least 60% of the total value of the Oil and Gas Properties evaluated by the Closing
Date Reserve Report;


 


(c)within
60 days after the Amendment Effective Date, on at least 70% of the total value of the Oil and Gas Properties evaluated by the Closing
Date Reserve Report; and


 


(d)within
90 days after the Amendment Effective Date, on at least 80% of the total value of the Oil and Gas Properties evaluated by the Closing
Date Reserve Report.


 


 




















    	 	Annex B