EX-10.1



 Exhibit 10.1 

 
  
 SEVENTH AMENDMENT TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 Dated April 15, 2013 
 Among 
 RESOLUTE ENERGY CORPORATION, 

as Borrower, 
 CERTAIN OF ITS SUBSIDIARIES, 
 as Guarantors, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent, 
 BANK OF MONTREAL, 

as Syndication Agent, 
 BARCLAYS BANK PLC, CITIBANK, N.A. and 
 U.S. BANK NATIONAL ASSOCIATION,

 as Co-Documentation Agents, 
 and 
 The Lenders Party Hereto 

WELLS FARGO SECURITIES, LLC 
 and BMO CAPITAL MARKETS 
 as Joint Bookrunners and Joint Lead Arrangers

  
  







 THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Seventh Amendment”), dated as of April 15, 2013, is by and among Resolute Energy Corporation, a Delaware corporation (the “Borrower”), certain of its subsidiaries (collectively, the “Guarantors”),
Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and the lenders party hereto (the “Lenders”). 
 Recitals 
 WHEREAS, the Borrower, the Guarantors, the Administrative
Agent and the other lenders party thereto entered into that certain Second Amended and Restated Credit Agreement, dated as of March 30, 2010 (as amended by the First Amendment to Second Amended and Restated Credit Agreement dated April 13,
2011, the Second Amendment to Second Amended and Restated Credit Agreement dated April 20, 2011, the Third Amendment to Second Amended and Restated Credit Agreement dated as of April 13, 2012, the Fourth Amendment to Second Amended and
Restated Credit Agreement dated as of December 7, 2012, the Fifth Amendment to Second Amended and Restated Credit Agreement dated as of December 27, 2012 and the Sixth Amendment to Second Amended and Restated Credit Agreement dated as of
March 22, 2013, and as the same may be further amended, modified, supplemented or restated from time to time, the “Credit Agreement”); 
 WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as set forth herein; and 

WHEREAS, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Lenders are willing to
amend the Credit Agreement as provided herein. 
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 ARTICLE I 
 Definitions 
 Each capitalized term used in this Seventh Amendment and not
defined herein shall have the meaning assigned to such term in the Credit Agreement. Unless otherwise indicated, all section references in this Seventh Amendment refer to sections of the Credit Agreement. 

ARTICLE II 

Amendments 

As of the Seventh Amendment Effective Date, the Credit Agreement is amended as follows: 

Section 2.01 Amendments to Section 1.02 of the Credit Agreement. 

  
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 (a) Section 1.02 of the Credit Agreement is hereby amended by adding the following new
definitions in their proper alphabetical order: 
 “‘Seventh Amendment’ means that certain
Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of April 15, 2013, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.” 

“‘Seventh Amendment Effective Date’ means the first Business Day on which all of the conditions
precedent set forth in Article III of the Seventh Amendment shall have been satisfied (or waived in accordance with Section 12.02).” 
 (b) The definition of “Agreement” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: 

“‘Agreement’ means this Second Amended and Restated Credit Agreement, as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and the Seventh Amendment, as the same may from time to time be amended, modified, supplemented or restated.” 

Section 2.02 Amendment to Section 9.01(b). Section 9.01(b) of the Credit Agreement is hereby amended and restated in
its entirety as follows: 
 “(b) Maximum Leverage Ratio. The Loan Parties will not, as of the last
day of any fiscal quarter for which financial statements have been provided pursuant to Section 8.01(a) or (b), permit the ratio of Funded Debt as of such date to EBITDA of the Borrower and its Consolidated Restricted Subsidiaries
for the four (4) quarter period ending on such date to be greater than the applicable ratio set forth below: 
  

			
	 Quarter Ending
	  	 Maximum Leverage Ratio

	December 31, 2012	  	4:25:1.00
	March 31, 2013	  	4.85:1.00
	June 30, 2013 – December 31, 2013	  	4.50:1.00
	March 31, 2014	  	4.25:1.00
	June 30, 2014 and thereafter	  	4.00:1.00


  
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 ARTICLE III 
 Conditions Precedent 
 This Seventh Amendment shall become effective on the
first Business Day on which all of the following conditions precedent shall have been satisfied (or waived in accordance with Section 12.02 of the Credit Agreement): 
 (a) The Administrative Agent shall have received from the Borrower, each of the Guarantors and the Majority Lenders, counterparts (in such number as may be requested by the Administrative Agent) of this
Seventh Amendment signed on behalf of such Persons. 
 (b) The Administrative Agent shall have received from the Borrower
(i) a work fee for each Lender party to the Seventh Amendment on such date in an amount equal to $10,000 for each such Lender, and (ii) all other fees and amounts due and payable on or prior to the Seventh Amendment Effective Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
 ARTICLE IV 
 Representations and Warranties 

Each Loan Party hereby represents and warrants to each Lender that: 

(a) Each of the representations and warranties made by it under the Credit Agreement and each other Loan Document is true and correct on
and as of the actual date of its execution of this Seventh Amendment, as if made on and as of such date, except for any representations and warranties made as of a specified date, which are true and correct as of such specified date. 

(b) Immediately after giving effect to, this Seventh Amendment, no Default has occurred and is continuing. 

(c) The execution, delivery and performance by it of this Seventh Amendment have been duly authorized by it. 

(d) This Seventh Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

 (e) The execution, delivery and performance by it of this Seventh Amendment (i) does not require any consent or approval
of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of it or any other Person), nor is any such
consent, approval, registration, filing or other action necessary for the validity or enforceability of this Seventh Amendment or any Loan Document or the consummation of the transactions contemplated thereby, except such as have been obtained or
made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an
adverse effect on the enforceability of the Loan Documents, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of it or any Restricted Subsidiary or any order of any Governmental
Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon it or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by
the it or such Restricted Subsidiary and (iv) will not result in the creation or imposition of any Lien on any Property of any Loan Party or any Restricted Subsidiary (other than the Liens created by this Seventh Amendment or the Loan
Documents). 

  
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 ARTICLE V 
 Miscellaneous 
 Section 5.01 Credit Agreement in Full Force and
Effect as Amended. Except as specifically amended hereby, the Credit Agreement and other Loan Documents shall remain in full force and effect. Each of the Loan Parties hereby agrees that its liabilities under the Credit Agreement, the Guaranty
and Collateral Agreement and the other Loan Documents, in each case as amended, to which it is a party, shall remain enforceable against such Loan Party in accordance with the terms thereof and shall not be reduced, altered, limited, lessened or in
any way affected by the execution and delivery of this Seventh Amendment, and each Loan Party hereby confirms and ratifies its liabilities under the Loan Documents (as so amended) to which it is a party in all respects. Except as expressly set forth
herein, this Seventh Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Credit Agreement or any other Loan Document or any right, power or remedy of the Administrative Agent or Lenders, or constitute a
waiver of any provision of the Credit Agreement or any other Loan Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Default or Event of Default under any of the foregoing, in each
case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Seventh Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to the Administrative
Agent and/or Lenders whether under the Credit Agreement, the other Loan Documents, at law or otherwise. The parties hereto agree to be bound by the terms and conditions of the Credit Agreement and Loan Documents as amended by this Seventh Amendment,
as though such terms and conditions were set forth herein. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference
to the Credit Agreement as amended by this Seventh Amendment, and each reference herein or in any other Loan Documents to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by this Seventh
Amendment. 
 Section 5.02 GOVERNING LAW. THIS SEVENTH AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

Section 5.03 Descriptive Headings, Etc. The descriptive headings of the sections of this Seventh Amendment are inserted for
convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. The statements made and the terms defined in the recitals to this Seventh Amendment are hereby incorporated into this Seventh Amendment
in their entirety. 

  
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 Section 5.04 Payment of Fees and Expenses. Without duplicating any amounts paid
pursuant to clause (b)(i) of Article III above, the Borrower agrees that each Lender that executes and delivers this Seventh Amendment to the Administrative Agent prior to 5:00 pm MT on April 19, 2013 shall receive from the Borrower a work fee
of $10,000, and all such amounts shall be paid by the Borrower to the Administrative Agent for the account of such Lenders on or prior to April 23, 2013. Notwithstanding the foregoing, however, this Seventh Amendment shall be effective for all
purposes on the first Business Day on which all of the conditions precedent set forth in Article III above are satisfied (or waived in accordance with Section 12.02 of the Credit Agreement). The Borrower also agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Seventh Amendment, the Loan Documents and any other documents prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. The agreement set forth in this Section 5.04 shall survive the termination of this Seventh Amendment and the Credit Agreement.

 Section 5.05 Entire Agreement. This Seventh Amendment and the documents referred to herein represent the entire
understanding of the parties hereto regarding the subject matter hereof and supersede all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof. This Seventh Amendment is a Loan
Document executed under the Credit Agreement. 
 Section 5.06 Counterparts. This Seventh Amendment may be executed
in any number of counterparts and by different parties on separate counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed counterpart of the signature
page of this Seventh Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart thereof. 
 Section 5.07 Successors. The execution and delivery of this Seventh Amendment by any Lender shall be binding upon each of its successors and assigns. 

[Signatures Begin on Next Page] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be duly
executed by their respective authorized officers as of the date first written above. 
  

									
	BORROWER:	 		 				 	
			
		 		 	 	RESOLUTE ENERGY CORPORATION
				
		 		 	 	By:	  	 	 /s/ Theodore Gazulis

		 		 				 	Theodore Gazulis
		 		 				 	Executive Vice President and
		 		 				 	Chief Financial Officer
			
	GUARANTORS:	 		 	 	HICKS ACQUISITION COMPANY I, INC.
			
		 		 	 	RESOLUTE ANETH, LLC
			
		 		 	 
 	RESOLUTE WYOMING, INC. (f/k/a Primary Natural
Resources, Inc.)
			
		 		 	 
 	RESOLUTE NATURAL RESOURCES COMPANY, LLC (f/k/a
Resolute Natural Resources Company)
			
		 		 	 	BWNR, LLC
			
		 		 	 	WYNR, LLC
			
		 		 	 	RESOLUTE NORTHERN ROCKIES, LLC
			
		 		 	 	RESOLUTE NATURAL RESOURCES
		 		 	 	SOUTHWEST, LLC
				
		 		 	 	By:	  	 	 /s/ Theodore Gazulis

		 		 				 	Theodore Gazulis
		 		 				 	Executive Vice President and
		 		 				 	Chief Financial Officer


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









							
	ADMINISTRATIVE AGENT	 		 		 	
	AND LENDER:	 		 	WELLS FARGO BANK, NATIONAL
		 		 	 ASSOCIATION, successor-by-merger to Wachovia Bank, National Association,

as Administrative Agent and a Lender

				
		 		 	By:	 	 /s/ Suzanne F. Ridenhour

		 		 		 	Suzanne F. Ridenhour
		 		 		 	Director
			
	LENDER:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Suzanne F. Ridenhour

		 		 		 	Suzanne F. Ridenhour
		 		 		 	Director


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	BANK OF MONTREAL
			
		 	By:	 	 /s/ Gumaro Tijerina

		 	Name:	 	Gumaro Tijerina
		 	Title:	 	Director


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	BARCLAYS BANK PLC 
			
		 	By:	 	 /s/ Sreedhar R. Kona

		 	Name:	 	Sreedhar R. Kona
		 	Title:	 	Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	CITIBANK, N.A. 
			
		 	By:	 	 /s/ John Miller

		 	Name:	 	John Miller
		 	Title:	 	Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	U.S. BANK NATIONAL ASSOCIATION 
			
		 	By:	 	 /s/ Jonathan H. Lee

		 	Name:	 	Jonathan H. Lee
		 	Title:	 	Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	BRANCH BANKING AND TRUST COMPANY
			
		 	By:	 	 /s/ James Giordano

		 	Name:	 	James Giordano
		 	Title:	 	Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	CAPITAL ONE, NATIONAL ASSOCIATION
			
		 	By:	 	 /s/ Wesley Fontana

		 	Name:	 	Wesley Fontana
		 	Title:	 	Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	COMERICA BANK
			
		 	By:	 	 /s/ Katya Evseev

		 	Name:	 	Katya Evseev
		 	Title:	 	Assistant Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	SUNTRUST BANK
			
		 	By:	 	 /s/ Shannon Juhan

		 	Name:	 	Shannon Juhan
		 	Title:	 	Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	ING CAPITAL LLC
			
		 	By:	 	 /s/ Juli Bieser

		 	Name:	 	Juli Bieser
		 	Title:	 	Director


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	KEY BANK NATIONAL ASSOCIATION 
			
		 	By:	 	 /s/ Chulley Bogle

		 	Name:	 	Chulley Bogle
		 	Title:	 	Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	ASSOCIATED BANK, N.A.
			
		 	By:	 	 /s/ Kyle Lewis

		 	Name:	 	Kyle Lewis
		 	Title:	 	Assistant Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	CADENCE BANK, N.A. 
			
		 	By:	 	 /s/ Eric Broussard

		 	Name:	 	Eric Broussard
		 	Title:	 	Senior Vice President


  
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to 
 Seventh Amendment to Second Amended and Restated Credit Agreement 









					
	LENDER:	 	GUARANTY BANK AND TRUST COMPANY
			
		 	By:	 	 /s/ Gail J. Nofsinger

		 	Name:	 	Gail J. Nofsinger
		 	Title:	 	Senior Vice President


  
 Signature Page
to 
 Seventh Amendment to Second Amended and Restated Credit Agreement