exv10w1







Exhibit 10.1




AMENDMENT TO OIL AND GAS LEASE




	 	 	 
	State:

	 	New Mexico
	 
	 	 
	County:

	 	Rio Arriba
	 
	 	 
	Lessor:

	 	Robert B. Rowling et al
	 

	 	c/o Michael T. Popejoy
	 

	 	600 Las Colinas Blvd., Suite 1900
	 

	 	Irving, TX 75039
	 
	 	 
	Lessee:

	 	Approach Oil & Gas Inc.
	 

	 	6500 W. Freeway, Suite 800
	 

	 	Fort Worth, TX 76116
	 
	 	 
	Effective Date:

	 	January 1, 2009






     On February 27, 2007, Lessor executed an Oil and Gas Lease (the “Lease”) in favor of
Lynx Production Company, Inc., on those lands (the “Lands”) described in Exhibit “A”
attached to the Lease and covering 90,357.544 acres, more or less. The Lease is recorded in Book
530, Page 2524 of the Records of the Rio Arriba County Clerk’s Office. Reference is made to the
Lease for all purposes.



     By that Assignment of Oil and Gas Lease dated March 7, 2007, Lynx Production Company, Inc.
assigned the Lease to Approach Oil & Gas Inc. This Assignment is recorded in Book 530, Page 2529
of the Records of the Rio Arriba County Clerk’s Office.



     The Lease is recognized by Lessor as being in full force and effect. The Lease is presently
owned by Lessee, named above. Lessor acknowledges previous timely notification by Lessee of the
existence and cause of delay under Addendum “A”, Paragraph 12 of the Lease, the first such
notification occurring on May 2, 2008, with additional notifications occurring on July 31, 2008,
August 25, 2008, November 26, 2008, February 23, 2009 and the most recent notification occurring on
May 29, 2009. It is the desire of the Lessor and Lessee to amend the Lease as to the particular
provisions set out below.



     For adequate consideration, Lessor and Lessee amend the Lease as follows:



I.




          Paragraph 8. c. on page 3 of Addendum “A” to the Lease is hereby deleted in its
entirety and the following provision is substituted:





	 	“8.c.	 	 If at the expiration of the primary term, or any extensions of the
primary term (the primary term as extended being called, for the remainder of
this paragraph, the “primary term”), Lessee is then engaged in the
actual drilling of




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	 	 	 	a well in search of oil or gas on lands covered by this
lease or lands pooled therewith, or has drilled a producing well or a dry hole
thereon during the primary term, then the lease termination provisions in this
paragraph 8 shall
be postponed so long as at least two (2) wells are drilled and completed or
plugged and abandoned at any time during each lease year following the
expiration of the primary term (the “Minimum Annual Well
Commitment”). Provided further, that should Lessee have satisfied the
Minimum Annual Well Commitment for any lease year following the expiration
of the primary term and should Lessee during the same lease year commence
actual drilling operations on a subsequent well which is thereafter
completed or plugged and abandoned during the following lease year, then for
purposes of satisfying the Minimum Annual Well Commitment, such a well shall
be considered as having been drilled in the lease year in which it is
completed or plugged and abandoned.





II.



Paragraph 9 of the Lease and Paragraph 12 of Addendum A of the Lease are hereby deleted in their
entirety, and the following provision is substituted, as if Paragraph 9 were never included in the
Lease and as if Paragraph 12 of Addendum A originally read as follows:





	 	“12.	 	 Should Lessee be prevented from complying with any express or implied
covenant of this lease, or from conducting drilling or reworking operations
hereunder, or from producing oil or gas hereunder by reason of Lessee’s
inability to obtain equipment or material, or by reason of mechanical failure
in the drilling or completion of a well or by virtue of any litigation,
injunction or restraining order, governmental or regulatory order or regulation
or by failure to obtain permits, or by operation of other force majeure, then
the term of this lease shall be extended and all the dates, deadlines,
provisions and covenants contained in this lease shall be extended while and so
long as Lessee is prevented by any such cause from conducting drilling or
reworking operations or from producing oil or gas hereunder, and the time while
Lessee is so prevented shall not be counted against Lessee; provided that
Lessee must give written notice to Lessor of the existence and cause of such
delay with appropriate supporting evidence within 15 days thereafter, therein
identifying the portion or portions of the leased premises reasonably affected
by such circumstances. The provisions of this item 12 excusing timely
performance by Lessee will be applicable only to the portion or portions of the
leased premises identified in Lessee’s written notice to Lessor as being
reasonably affected by the existence and cause of the delay. The provisions of
this item 12 will not be applicable to any and all portions of the leased
premises not identified in Lessee’s written notice to Lessor. In no event
shall this provision allow an extension of this lease or its term, in whole or
in part, past a four (4) year period of time or recurring periods not to exceed
four (4) years in the aggregate if the delay is caused by litigation,
injunction, restraining order, governmental or regulatory order or by failure
to obtain permits, and past a two (2) year period of time or recurring periods
not to exceed two (2) years in the aggregate for all other causes.”




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     If the terms of this Amendment conflict with the terms of the Lease as originally prepared,
then the terms of this Amendment shall govern and control. Except as amended hereby, all of the
terms and provisions of the Lease remain as previously stated.



     This Amendment may be executed in multiple counterparts by each of the Lessors to the Lease.
Each of the counterparts, when executed by a Lessor and either actually delivered, or delivered by
facsimile or electronically to the Lessee shall be deemed an original and shall be binding and
effective on each Lessor immediately upon execution. For ease in recording, the signature page and
acknowledgement page of any signatory party may be detached from its original and attached to the
original executed by Robert B. Rowling and Approach Oil & Gas Inc., and if so attached and
recorded, shall be deemed to be one instrument as though all parties executed one and the same
Amendment.



     IN WITNESS WHEREOF, this Amendment is executed by each Lessor and by Lessee as of the date of
acknowledgement of their signatures, but is effective for all purposes as of the Effective Date
stated above.



	 	 	 	 	 	 	 
	Lessor:	 	 	 	Lessee:
	 
	 	 	 	 	 	 
	 	 	 	 	Approach Oil & Gas Inc.
	/s/ Robert B. Rowling
	 	 	 	 	 	 
	 

Robert B. Rowling

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	/s/ Ralph Manoushagian
	 

	 	 	 	 
	/s/ Terry H. Rowling

	 	 	 	By:
	 	Ralph Manoushagian
	 

Terry H. Rowling

	 	 	 	 	 	 Exec.
Vice President — Land






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	Lessor:
	 	 
	 
	 	 
	/s/ William C. Dunlap
	 	 
	 

William C. Dunlap

	 	 
	 
	 	 
	/s/ Deborah B. Dunlap
	 	 
	 

Deborah B. Dunlap

	 	 
	 
	 	 
	/s/ Thomas E. Hassen
	 	 
	 

Thomas E. Hassen

	 	 
	 
	 	 
	/s/ Melinda L. Hassen
	 	 
	 

Melinda L. Hassen

	 	 
	 
	 	 
	Minerva Partners, Ltd., A Texas Limited Partnership
	 	 






	 	 	 	 	 	 	 
	By:	 	Malouf Interests, Inc.	 	 
	 	 	its General Partner,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:/s/ Matthew Malouf
	 	 
	 

	 	 	 	 

   Matthew Malouf, President
	 	 






Recklaw Ventures, Ltd.




	 	 	 	 	 	 	 
	By:	 	Recklaw Management Co., Inc.	 	 
	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:E.E. Treadaway
	 	 
	 

	 	 	 	 

   E.E. Treadaway
	 	 






	 	 	 
	/s/ Thomas E. Hassen
	 	 
	 

Thomas E. Hassen

	 	 
	 
	 	 
	/s/ Melinda L. Hassen
	 	 
	 

Melinda L. Hassen

	 	 
	 
	 	 
	/s/ Michael T. Popejoy
	 	 
	 

Michael T. Popejoy

	 	 
	 
	 	 
	/s/ Rebecca B. Popejoy
	 	 
	 

Rebecca B. Popejoy

	 	 
	 
	 	 
	PFP Investments, LTD.
	 	 






	 	 	 	 	 
	By:/s/ Jay Pack

	 	 
	 

	 	 

    Jay Pack, General Partner
	 	 






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ACKNOWLEDGMENTS




	 	 	 
	STATE OF TEXAS

	 	§
	 
	 	 
	COUNTY OF DALLAS

	 	§






     The foregoing instrument was acknowledged before me on this 10th day of September, 2009 by
Robert B. Rowling and wife, Terry H. Rowling.



	 	 	 	 	 
	 	 	 
	 	/s/ Laura Ann Ruiz
 	 
	 	Notary Public, State of Texas 	 
	 	 	 
	 



	 	 	 
	STATE OF TEXAS

	 	§
	 
	 	 
	COUNTY OF DALLAS

	 	§






     The foregoing instrument was acknowledged before me on this 29th day of September, 2009 by
William C. Dunlap and wife, Deborah B. Dunlap.



	 	 	 	 	 
	 	 	 
	 	/s/ Laura Ann Ruiz
 	 
	 	Notary Public, State of Texas 	 
	 	 	 
	 



	 	 	 
	STATE OF NEW YORK

	 	§
	 
	 	 
	COUNTY OF NEW YORK

	 	§






     The foregoing instrument was acknowledged before me on this 31st day of August, 2009 by Thomas
E. Hassen and wife, Melinda L. Hassen.



	 	 	 	 	 
	 	 	 
	 	/s/ Margaret Cooney
 	 
	 	Notary Public, State of New York 	 
	 	 	 



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	STATE OF TEXAS

	 	§
	 
	 	 
	COUNTY OF DALLAS

	 	§






     The foregoing instrument was acknowledged before me on this 21st day of September, 2009 by
Matthew Malouf, President of Malouf Interests, Inc., General Partner of Minerva Partners, LTD., a
Texas limited partnership.



	 	 	 	 	 
	 	 	 
	 	/s/ Bobby D. Roberts
 	 
	 	Notary Public, State of Texas 	 
	 	 	 
	 



	 	 	 
	STATE OF TEXAS

	 	§
	 
	 	 
	COUNTY OF HARRIS

	 	§






     The foregoing instrument was acknowledged before me on this 30th day of September, 2009 by
E.E. Treadaway, General Partner of Recklaw Management Co., Inc., General Partner of
Reklaw Ventures, Ltd.



	 	 	 	 	 
	 	 	 
	 	/s/ Dana Wardell
 	 
	 	Notary Public, State of Texas 	 
	 	 	 
	 



	 	 	 
	STATE OF TEXAS

	 	§
	 
	 	 
	COUNTY OF DALLAS

	 	§






     The foregoing instrument was acknowledged before me on this 29th day of September, 2009 by
Michael T. Popejoy and wife, Rebecca B. Popejoy.



	 	 	 	 	 
	 	 	 
	 	/s/ Laura Ann Ruiz
 	 
	 	Notary Public, State of Texas 	 
	 	 	 



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	STATE OF TEXAS

	 	§
	 
	 	 
	COUNTY OF DALLAS

	 	§






     The foregoing instrument was acknowledged before me on this 31st day of August, 2009 by Jay
Pack, General Partner of PFP Investments, LTD., a Texas limited partnership.



	 	 	 	 	 
	 	 	 
	 	/s/ Joyce Parsell
 	 
	 	Notary Public, State of Texas 	 
	 	 	 
	 



	 	 	 
	STATE OF TEXAS

	 	§
	 
	 	 
	COUNTY OF TARRANT

	 	§






     The foregoing instrument was acknowledged before me on this 14th day of October, 2009 by Ralph
Manoushagian, Executive Vice President – Land of Approach Oil and Gas, Inc.



	 	 	 	 	 
	 	 	 
	 	/s/ Diane B. Reid
 	 
	 	Notary Public, State of Texas 	 
	 	 	 
	 




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