exv10w1






Exhibit 10.1




As of


October 30, 2009



The Frost
National Bank

777 Main Street, Suite 500

Fort Worth, Texas 76102


Attention: Mr. John S. Warren




	 	 	Re: Sixth 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”)




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, Fifth Amendment dated as
of July 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 Sixth 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. Increase to Borrowing Base and Commitment. As of the date hereof, the Borrowing
Base and Commitment under the Loan Agreement are increased to $115,000,000.



     2. Commitment Increase Fee. In consideration for Lenders’ agreement to increase the
Borrowing Base and Commitment, Borrower shall pay to Agent, for the ratable benefit of Lenders, an
increase fee in the amount of $150,000, calculated as being 1.00% of the amount of the increase in
the Borrowing Base and Commitment.



     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.



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     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,





BORROWER:



APPROACH RESOURCES INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross Craft, President and Chief Executive Officer 	 
	 	 	 	 



	 	 	 	 	 
	 	GUARANTORS:



APPROACH OIL & GAS INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross Craft, President and Chief Executive Officer 	 
	 	 	 	 



	 	 	 	 	 
	 	APPROACH OIL & GAS (CANADA) INC.,

an Alberta, Canada corporation

 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross Craft, President and Chief Executive Officer 	 



	 	 	 	 	 
	 	

APPROACH RESOURCES I, LP,

a Texas limited partnership

 	 
	 	By:  	Approach Operating, LLC,
 	 
	 	 	a Delaware limited liability company, 	 
	 	 	its general partner 	 



	 	 	 	 	 
	 	 	 
	 	By:  	Approach Resources Inc.,
 	 
	 	 	a Delaware corporation, 	 
	 	 	its sole member 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross 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
	 
	 	 	 	 
	By:

	 	/s/ Alex Zemkoski	 	 
	 

	 	 	 	 
	 

	 	Alex Zemkoski, Vice President	 	 
	 
	 	 	 	 
	LENDERS:
	 
	 	 	 	 
	THE FROST NATIONAL BANK
	 
	 	 	 	 
	By:

	 	/s/ Alex Zemkoski	 	 
	 

	 	 	 	 
	 

	 	Alex Zemkoski, Vice President	 	 






	 	 	 	 	 
	JPMORGAN CHASE BANK, NA
	 
	 	 	 	 
	By:

	 	/s/ Michael A. Kamauf	 	 
	 

	 	 	 	 
	Name:

	 	Michael A. Kamauf	 	 
	 

	 	 	 	 
	Title:

	 	Vice President	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 
	FORTIS CAPITAL CORP.,	 	 	 	 
	a Connecticut corporation	 	 	 	 
	 	 	 
	 	 	 	 
	By:
	 	/s/ Michaela Braun

	 	By:
	 	/s/ Chad Clark
	 	 	 

	 	 	 	 
	Name:
	 	Michaela Braun

	 	Name:
	 	Chad Clark
	 	 	 

	 	 	 	 
	Title:
	 	Vice President

	 	Title:
	 	Director
	 	 	 

	 	 	 	 
	 	 	 	 	 
	KEYBANK NATIONAL ASSOCIATION	 	 
	 	 	 
	 	 
	By:
	 	/s/ Angela McCracken

	 	 
	 

	 	 	 	 
	Name:
	 	Angela McCracken
	 	 
	 	 	 
	 	 
	Title:
	 	Senior Vice President
	 	 
	 	 	 
	 	 





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