Exhibit 10.1
 Execution Version
 
 Second Amended And Restated  Credit Agreement
 Dated as of  March 30, 2010
 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,
 Deutsche Bank Securities Inc., UBS Securities LLC  and Union Bank, N.A.,  as Co-Documentation Agents,
 and
 The Lenders Party Hereto
 Wells Fargo Securities, LLC  and BMO Capital Markets  as Joint Bookrunners and Joint Lead Arrangers




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Table Of Contents
 Page:ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERSSection 1.01 Terms Defined Above
    
    
    1Section 1.02 Certain Defined Terms
    
    
    1Section 1.03 Types of Loans and Borrowings
    
    
    23Section 1.04 Terms Generally; Rules of Construction
    
    
    23Section 1.05 Accounting Terms and Determinations; GAAP
    
    
    24ARTICLE II
THE CREDITSSection 2.01 Commitments
    
    
    24Section 2.02 Loans and Borrowings
    
    
    24Section 2.03 Requests for Borrowings
    
    
    25Section 2.04 Interest Elections
    
    
    26Section 2.05 Funding of Borrowings
    
    
    28Section 2.06 Changes in the Aggregate Maximum Credit Amounts
    
    
    28Section 2.07 Borrowing Base
    
    
    29Section 2.08 Letters of Credit
    
    
    31Section 2.10 Defaulting Lenders
    
    
    37ARTICLE III
PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEESSection 3.01 Repayment of Loans
    
    
    39Section 3.02 Interest
    
    
    39Section 3.03 Alternate Rate of Interest
    
    
    40Section 3.04 Prepayments
    
    
    40Section 3.05 Fees
    
    
    42ARTICLE IV
PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFSSection 4.02 Presumption of Payment by the Borrower
    
    
    45Section 4.03 Certain Deductions by the Administrative Agent
    
    
    45Section 4.04 Disposition of Proceeds
    
    
    45
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Page:ARTICLE V
INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITYSection 5.01 Increased Costs
    
    
    45Section 5.02 Break Funding Payments
    
    
    47Section 5.03 Taxes
    
    
    47Section 5.04 Mitigation Obligations
    
    
    48Section 5.05 Illegality
    
    
    49ARTICLE VI
CONDITIONS PRECEDENTSection 6.01 Effective Date
    
    
    50Section 6.02 Each Credit Event
    
    
    52ARTICLE VII
REPRESENTATIONS AND WARRANTIESSection 7.01 Organization; Powers
    
    
    53Section 7.02 Authority; Enforceability
    
    
    53Section 7.03 Approvals; No Conflicts
    
    
    53Section 7.04 Financial Condition; No Material Adverse Change
    
    
    54Section 7.05 Litigation
    
    
    54Section 7.06 Environmental Matters
    
    
    55Section 7.07 Compliance with the Laws and Agreements; No Defaults
    
    
    56Section 7.08 Investment Company Act
    
    
    56Section 7.09 [Reserved]
    
    
    56Section 7.10 Taxes
    
    
    56Section 7.11 ERISA
    
    
    56Section 7.12 Disclosure; No Material Misstatements
    
    
    58Section 7.13 Insurance
    
    
    58Section 7.14 Restriction on Liens
    
    
    58Section 7.15 Subsidiaries
    
    
    58Section 7.16 Location of Business and Offices
    
    
    59Section 7.17 Properties; Titles, Etc
    
    
    59Section 7.18 Maintenance of Properties
    
    
    60Section 7.19 Gas Imbalances, Prepayments
    
    
    60Section 7.20 Marketing of Production
    
    
    60Section 7.21 Hedging Agreements
    
    
    61Section 7.22 Use of Loans and Letters of Credit
    
    
    61Section 7.23 Solvency
    
    
    61ARTICLE VIII
AFFIRMATIVE COVENANTSSection 8.01 Financial Statements; Ratings Change; Other Information
    
    
    62Section 8.02 Notices of Material Events
    
    
    64
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Page:Section 8.03 Existence; Conduct of Business
    
    
    65Section 8.04 Payment of Obligations
    
    
    65Section 8.05 Performance of Obligations under Loan Documents
    
    
    65Section 8.06 Operation and Maintenance of Properties
    
    
    65Section 8.07 Insurance
    
    
    66Section 8.08 Books and Records; Inspection Rights
    
    
    66Section 8.09 Compliance with Laws
    
    
    66Section 8.10 Environmental Matters
    
    
    66Section 8.11 Further Assurances
    
    
    67Section 8.12 Reserve Reports
    
    
    68Section 8.13 Title Information
    
    
    69Section 8.14 Additional Collateral; Additional Guarantors
    
    
    70Section 8.15 ERISA Compliance
    
    
    71Section 8.16 Unrestricted Subsidiaries
    
    
    72Section 8.17 Patriot Act
    
    
    72ARTICLE IX
NEGATIVE COVENANTSSection 9.01 Financial Covenants
    
    
    72Section 9.02 Debt
    
    
    73Section 9.03 Liens
    
    
    73Section 9.04 Restricted Payments
    
    
    74Section 9.05 Investments
    
    
    74Section 9.06 Nature of Business; International Operations
    
    
    75Section 9.07 Limitation on Operating Leases
    
    
    75Section 9.08 Proceeds of Notes/Loans
    
    
    76Section 9.09 ERISA Compliance
    
    
    76Section 9.10 Sale or Discount of Receivables
    
    
    77Section 9.11 Mergers, Etc
    
    
    77Section 9.12 Sale of Properties
    
    
    77Section 9.13 Environmental Matters
    
    
    79Section 9.14 Transactions with Affiliates
    
    
    79Section 9.15 Subsidiaries
    
    
    79Section 9.16 [Reserved]
    
    
    79Section 9.17 Negative Pledge Agreements; Dividend Restrictions
    
    
    79Section 9.18 Take-or-Pay or Other Prepayments
    
    
    80Section 9.19 Hedging Agreements
    
    
    80Section 9.20 Designation and Conversion of Restricted and Unrestricted Subsidiaries
    
    
    81ARTICLE X
EVENTS OF DEFAULT; REMEDIESSection 10.01 Events of Default
    
    
    82Section 10.02 Remedies
    
    
    83
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Page:ARTICLE XI
THE AGENTSSection 11.01 Appointment; Powers
    
    
    85Section 11.02 Duties and Obligations of Administrative Agent
    
    
    85Section 11.03 Action by Administrative Agent
    
    
    85Section 11.04 Reliance by Administrative Agent
    
    
    86Section 11.05 Subagents
    
    
    86Section 11.06 Resignation or Removal of Agents
    
    
    87Section 11.07 Agents as Lenders
    
    
    87Section 11.08 No Reliance
    
    
    87Section 11.09 Authority to Release Guarantors, Collateral and Liens
    
    
    88Section 11.10 The Arrangers and Agents
    
    
    88Section 11.11 Filing of Proofs of Claim
    
    
    88ARTICLE XII
MISCELLANEOUSSection 12.01 Notices.
    
    
    89Section 12.02 Waivers; Amendments.
    
    
    90Section 12.03 Expenses, Indemnity; Damage Waiver.
    
    
    91Section 12.04 Successors and Assigns.
    
    
    94Section 12.05 Survival; Revival; Reinstatement.
    
    
    96Section 12.06 Counterparts; Integration; Effectiveness.
    
    
    97Section 12.07 Severability
    
    
    98Section 12.08 Right of Setoff
    
    
    98Section 12.09 Governing Law; Jurisdiction; Consent to Service of Process.
    
    
    98Section 12.10 Headings
    
    
    99Section 12.11 Confidentiality
    
    
    99Section 12.12 EXCULPATION PROVISIONS
    
    
    100Section 12.13 No Third Party Beneficiaries
    
    
    101Section 12.14 Collateral Matters; Hedging Agreements; Treasury Management Agreements
    
    
    101Section 12.15 US Patriot Act Notice
    
    
    101Section 12.16 Existing Credit Agreement; Existing Facility Termination.
    
    
    101Section 12.17 No Fiduciary Duty.
    
    
    101
 ANNEXES, EXHIBITS AND SCHEDULES
 Annex I
    
    Maximum Credit AmountsExhibit A
    
    Form of NoteExhibit B
    
    Form of Borrowing RequestExhibit C
    
    Form of Interest Election Request
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Exhibit D
    
    Form of Compliance CertificateExhibit E
    
    Form of Assignment and AssumptionExhibit F
    
    [Reserved]Exhibit G
    
    Security InstrumentsExhibit H
    
    Account Designation LetterSchedule 1.02
    
    Approved CounterpartiesSchedule 2.08
    
    Existing Letters of CreditSchedule 7.03
    
    Post Closing ConsentsSchedule 7.05
    
    LitigationSchedule 7.15
    
    Subsidiaries and PartnershipsSchedule 7.16
    
    Locations, Jurisdictions of Organization and Organization NumbersSchedule 7.17
    
    PropertiesSchedule 7.19
    
    Gas ImbalancesSchedule 7.20
    
    Marketing ContractsSchedule 7.21
    
    Hedging AgreementsSchedule 9.05
    
    Investments
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT RESOLUTE ENERGY CORPORATION Borrower WELLS FARGO
BANK, NATIONAL ASSOCIATION Administrative Agent BANK OF MONTREAL Syndication
Agent DEUTSCHE BANK SECURITIES INC., UBS SECURITIES LLC AND UNION BANK, N.A. Co-Documentation Agents
 R E C I T A L S
 Existing Credit
Agreement
    ARTICLE I
DEFINITIONS AND ACCOUNTING MATTERS
 Terms Defined Above
 Certain Defined Terms
 ABR
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Account Designation Letter Exhibit H
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Questionnaire
 Affected Loans Section 5.05
 Affiliate
 Agents Agent
 Aggregate Maximum Credit Amounts Section 2.06
 Agreement
 Alternate Base Rate plus 1 2 plus
 Applicable Margin
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Borrowing Base Utilization GridBorrowing BaseUtilizationPercentage
    
    ≤50%
    
    
    >50%, but ≤75%
    
    
    >75%, but ≤90%
    
    
    >90%ABR Loans
    
    
    1.250
    %
    
    
    1.500
    %
    
    
    1.750
    %
    
    
    2.000
    %Eurodollar Loans
    
    
    2.250
    %
    
    
    2.500
    %
    
    
    2.750
    %
    
    
    3.000
    %Commitment Fee
    
    
    0.500
    %
    
    
    0.500
    %
    
    
    0.500
    %
    
    
    0.500
    %
 provided however provided further
 Applicable Percentage
 Approved Counterparty Schedule 1.02
 Approved Fund
 Approved Petroleum Engineers
 Arrangers
 Assignment and Assumption Section
12.04(b) Exhibit E
 Availability Period
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Board
 Borrower
 Borrowing
 Borrowing Base Section 2.07 Section 8.13(d) Section 9.12 Section 9.19
 Borrowing Base Hedging Contracts Section 9.19
 Borrowing Base Properties Section
9.12
 Borrowing Base Utilization Percentage
 Borrowing Request Section 2.03
 Business Day
 BWNR
 Capital Leases
 Casualty Event
 Change in Control
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Change in Law Section 5.01(b)
 CLO
 Co-Documentation Agents
 Code
 Collateral
 Commitment Section 2.06 Section
12.04(b)
 Commitment Fee Rate Applicable Margin
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Consolidated Net Income provided provided further pro forma
 Consolidated Restricted Subsidiaries
 Consolidated Subsidiaries
 Control Controlling Controlled
 Cooperative Agreement
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Credit Exposure
 Debt
 Default
 Defaulting Lender
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provided
 Disqualified Capital Stock
 dollars $
 Domestic Subsidiary
 EBITDA plus minus provided
 Effective Date Section
6.01 Section 12.02
 Engineering Reports Section
2.07(c)(i)
 Environmental Laws OPA
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CERCLA RCRA Section 7. Section 8.10 oil hazardous substance release threatened release solid
waste disposal disposed oil and gas waste Section 91.1011 provided , however oil hazardous substance release solid waste disposal oil and gas waste
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar
 Event of Default Section 10.01
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Excepted Liens provided provided provided
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provided further
 Excluded Taxes Section 5.04(b) Section 5.03(e) Section 5.03(a) Section 5.03(c)
 Existing Credit Agreement
 Existing Letters of Credit Schedule 2.08
 Exploration Subsidiaries
 Federal Funds Effective Rate
 Fee Letters
 Financial Officer
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Financial Statements Section 7.04(a)
 First Redetermination Date
 Foreign Lender
 Foreign Subsidiary
 Funded Debt provided
 GAAP Section
1.05
 Governmental Authority
 Governmental Requirement
 Guarantors Section 8.14(b)
 Guaranty and Collateral Agreement
 Hedging Agreement
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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provided
 Hedging Agreement Restructuring
 Highest Lawful Rate
 Hydrocarbon Interests
 Hydrocarbons
 Indebtedness
 Indemnified Taxes
 Indemnitee Section 12.03(b)
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Information Section 12.11
 Initial Reserve Report
 Interest Election Request Section 2.04
 Interest Payment Date Section 2.09(a)
 Interest Period provided
 Interim Redetermination Section 2.07(b)(ii)
 Interim Redetermination Date Section
2.07(d)
 Investment
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Issuing Bank Section 2.08(i) Issuing Bank
 LC Commitment
 LC Disbursement
 LC Exposure
 Lenders
 Letter of Credit
 Letter of Credit Agreements
 LIBO Rate
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LIBO Rate
 Lien
 Loan Documents
 Loan Parties
 Loans
 Majority Lenders Section 12.04(c) provided Section 2.10(b)
 Material Adverse Effect
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Material Debt
 Maturity Date
 Maximum Credit Amount Annex I Section 2.06(b) Section 12.04(b)
 Moodys
 Mortgage
 Mortgaged Property
 Multiemployer Plan
 New Borrowing Base Notice Section
2.07(d)
 NNOG
 Notes Section
2.02(d) Exhibit A
 Oil and Gas Properties
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proved Oil and Gas Properties
 Organizational Documents
 Other Taxes
 Participant Section 12.04(c)(i)
 Patriot Act Section 12.15
 PBGC
 Person
 Plan
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Prime Rate
 Property
 Proposed Borrowing Base Section
2.07(c)(i)
 Proposed Borrowing Base Notice Section
2.07(c)(ii)
 Redemption Redeem
 Redetermination Date Section 2.07(d)
 Register Section 12.04(b)(iv)
 Regulation D
 Related Parties
 Remedial Work Section 8.10(a)
 Required Lenders
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Section 12.04(c) provided Section 2.10(b)
 Reserve Report
 Resolute Aneth
 Resolute Assignment and Assumption Agreement
 Resolute Wyoming
 Responsible Officer
 Restricted Payment
 Restricted Subsidiaries
 RNRC
 RNRC Holdings
 Scheduled Redetermination Section
2.07(b)(i)
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Scheduled Redetermination Date Section 2.07(d)
 SEC
 Secured Hedging Provider
 Secured Treasury Management Counterparty provided
 Security Instruments
 S&P
 Statutory Reserve Rate
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Subordination Agreement
 Subsidiary
 Swingline Exposure
 Swingline Lender
 Swingline Loan Section 2.09
 Syndication Agent
 Synthetic Leases
 Taxes
 Termination Date
 Transactions
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Transfer Section 9.12
 Treasury Management Agreement
 Type
 UCC Section 2.08(j)
 Unrestricted Subsidiary Schedule 7.15 Section 9.20
 Unwind Section 9.19
 Wachovia
 Wells Fargo
 Wholly-Owned Subsidiary
 WYNR
 Types of Loans and Borrowings Eurodollar
Loan Eurodollar Borrowing
 Terms Generally; Rules of Construction
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Accounting Terms and Determinations; GAAP Section 7.04(a)(i) Section 8.01(a) provided
 ARTICLE II
THE CREDITS
 Commitments
 Loans and Borrowings
 Borrowings; Several Obligations provided
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Types of Loans Section 3.03 provided
 Minimum Amounts; Limitation on Number of Borrowings provided Section
2.08(e) provided
 Notes Exhibit A Section
2.06 Section 12.04(b)
 Requests for Borrowings Exhibit B written Borrowing
Request
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provided Section
2.08(e) Section 2.02
    Interest
Period
 pro forma
 Section 2.05
 Section 2.03
 Interest Elections
 Conversion and Continuance Section 2.04
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Section 2.04
 Interest Election Requests Section
2.04 Exhibit C written Interest Election Request Section 2.03
 Information in Interest Election Requests Section 2.02
 Section 2.04(c)(iii) (iv)
   Interest Period
  Notice to Lenders by the Administrative Agent
 Effect of Failure to Deliver Timely Interest Election Request and Events of Default on
Interest Election
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Funding of Borrowings
 Funding by Lenders provided Section 2.09(c) provided Section 2.08(e)
 Presumption of Funding by the Lenders Section 2.05(a)
 Changes in the Aggregate Maximum Credit Amounts
 Scheduled Termination of Commitments
 Optional Termination and Reduction of Aggregate Credit Amounts
 provided
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Section 3.04(c)
 Section 2.06(b)(i) Section 2.06(b)(ii)
 Borrowing Base
 Initial Borrowing Base Section 8.13(d) Section 9.12
 Scheduled and Interim Redeterminations
 Section
2.07 Scheduled Redetermination Section 2.07(d)
 Section 9.02(f) Section 2.07
 Section
2.07 provided
 Scheduled and Interim Redetermination Procedure
 Section 8.12(a) (c)
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Section 8.12(b) Section 8.12(c) Engineering Reports Proposed Borrowing Base
 Proposed Borrowing Base Notice
 Section 8.12(a) (c) Section 8.12(a) (c) Section 2.07(c)(i)
  Section
2.07(c)(iii) Section 2.07(c)(iii) Section 2.07(d)
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Section 2.07 Section 2.07(d)
 Effectiveness of a Redetermined Borrowing Base Section 2.07(c)(iii) New Borrowing
Base Notice
 Section
8.12(a) Section 8.12(a)
  Section
8.13(d) Section 9.12
 Letters of Credit
 General
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions Section 2.08(c) pro forma
 Expiration Date
 Participations Section 2.08(e) Section 2.08(d)
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Reimbursement provided Section 2.05 Section 2.05 mutatis mutandis Section 2.08(e) Section 2.08(e) Section
2.08(e)
 Obligations Absolute Section 2.08(e)
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Section 2.08(f) provided
 Disbursement Procedures provided
 Interim Interest Section 2.08(e) Section 2.08(h) Section 2.08(e)
 Replacement of an Issuing Bank
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Section 3.05(b) Issuing Bank
 Cash Collateralization Section 2.08(i) Section 3.04(c) Section 3.04(c) Section 3.04(c) provided Section 10.01(h) Section
10.01(i) Section 2.08(i)
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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UCC Section 9.05(c) (g) Section 3.04(c)
 Existing Letters of Credit
 Swingline Loans
 provided
  Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Section
2.05 Section 2.05 mutatis
mutandis provided
 Defaulting Lenders
 Resolute Energy Corporation
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Section 3.05(a)
 Section
12.02 provided
  Section 6.02
 Section 2.08(j)
 Section 4.04(c) Section 3.05(b)
 Section 4.04(c) Section
3.05(a) Section 3.05(b)
 Section 4.04(c) Section
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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3.05(a) Section 3.05(b)
 Section 4.04(c) Section 4.04(c)(i)
  ARTICLE III
PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES
 Repayment of Loans
 Interest
 ABR Loans
 Eurodollar Loans
 Swingline Loans
 Post-Default Rate
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Section
3.02(a)
 Interest Payment Dates provided Section 3.02(d)
 Interest Rate Computations
 Alternate Rate of Interest
    Prepayments
 Optional Prepayments Section 3.04(b)
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Notice and Terms of Optional Prepayment Section 2.02 Section 3.02
 Mandatory Prepayments
 Section 2.06(b) Section 2.08(i)
 Section 2.07 Section 8.13(d) Section 2.08(i) Section 8.14(a) Section 2.07(d) provided Section 3.04(c)(ii) provided further Section
9.12
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Section 9.02(f) Section 9.12 Section 9.19 Section 2.08(i) provided Section 3.04(c)(iii)
 Section 3.04(c) first second third
 Section 3.04(c) Section
3.04(c) Section
3.02
 No Premium or Penalty Section
3.04 Section 5.02
 Fees
 Commitment Fees provided Section
3.05(a)
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Letter of Credit Fees provided provided Section 3.05(b)
 Administrative Agent Fees
 Arrangers Fees
 ARTICLE IV
PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS
 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 Payments by the Borrower Section 5.01 Section 5.02 Section 5.03
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Section 12.01 Section 5.01 Section 5.02 Section 5.03 Section 12.03
 Application of Insufficient Payments
 Sharing of Payments by Lenders provided Section 4.01(c) Section 4.01(c)
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Presumption of Payment by the Borrower
 Certain Deductions by the Administrative Agent Section 2.05(b) Section
2.08(d) Section 2.08(e) Section 2.09(c) Section 4.02
 Disposition of Proceeds
 ARTICLE V
INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY
 Increased Costs
 Eurodollar Changes in Law
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Capital Requirements
 Certificates Section 5.01(a) (b)
 Effect of Failure or Delay in Requesting Compensation Section 5.01 provided Section 5.01 provided further
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Break Funding Payments Section 5.04(b) Section 5.02
 Taxes
 Payments Free of Taxes provided Section 5.03(a)
 Payment of Other Taxes by the Borrower
 Indemnification by the Borrower Section 5.03
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Section 5.03
 Evidence of Payments
 Foreign Lenders
 Tax Refunds Section 5.03 Section
5.03 provided Section 5.03
 Mitigation Obligations
 Designation of Different Lending Office Section 5.01 Section 5.03 Section 5.01 Section
5.03
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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Replacement of Lenders Section
5.01 Affected Loans Section 5.05 Section 5.03 Section
2.07(c)(iii) Section 12.04(b) provided Section 5.01 Section 5.03
 Illegality Affected Loans
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
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ARTICLE VI
CONDITIONS PRECEDENT
 Effective Date Section 12.02
    Exhibit D
  Section 7.13
 Section 7.03
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Exhibit G
      Section 8.12(c)
 Section 9.03
  Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Each Credit Event
     Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Section 2.03 Section
2.08(b)
 Section 6.02(a) (e)
 ARTICLE VII
REPRESENTATIONS AND WARRANTIES
  Organization; Powers
 Authority; Enforceability
 Approvals; No Conflicts
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Schedule 7.03
 Financial Condition; No Material Adverse Change
  Section 7.04(a) Section 8.01
 Schedule 7.21 Section 7.04(a) Section 8.01(a) (b) Section 8.01(e) Section 9.02
 Litigation
 Schedule 7.05
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Schedule 7.05
 Environmental Matters
      Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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Compliance with the Laws and Agreements; No Defaults
    Investment Company Act
 [Reserved]
 Taxes
 ERISA
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 56




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 57




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##### 



Disclosure; No Material Misstatements provided
 Insurance
 Restriction on Liens Section 9.03(b) or
(c)
 Subsidiaries Schedule 7.15 Schedule 7.15
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 58




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##### 



Schedule
7.15
 Location of Business and Offices Schedule 7.16 Section
8.01(m) Section 12.01 Section 12.01 Section 8.01(m) Section 12.01(c)
 Properties; Titles, Etc
 Schedule 7.17 Section 9.12 Section 9.03
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##### 



Maintenance of Properties Section
7.18
 Gas Imbalances, Prepayments Schedule 7.19 Section
8.12(c)
 Marketing of Production Schedule 7.20
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##### 



Hedging Agreements Schedule 7.21 Section 8.01(e) Section
8.01(e)
 Use of Loans and Letters of Credit Section 9.05
 Solvency
 ARTICLE VIII
AFFIRMATIVE COVENANTS
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##### 



Financial Statements; Ratings Change; Other Information
 Annual Financial Statements
 Quarterly Financial Statements
 Certificate of Financial Officer  Compliance Section 8.01(a) Section 8.01(b) Exhibit D Section 8.13(b) Section 9.01
 Certificate of Financial Officer  Consolidating Information
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 62




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##### 



Section 8.01(a) Section 8.01(b)
 Certificate of Financial Officer  Hedging Agreements Schedule 7.21
 Certificate of Insurer  Insurance Coverage Section 8.01(a) Section 8.07
 Other Accounting Reports
 SEC and Other Filings; Reports to Shareholders
 Notices Under Material Instruments Section 8.01
 Lists of Purchasers Section 8.12
 Notice of Sales of Oil and Gas Properties
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 63




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Notice of Casualty Events
 Information Regarding Loan Parties
 Production Report and Lease Operating Statements
 Notices of Certain Changes
 Other Requested Information
 Notices of Material Events
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Section 8.02
 Existence; Conduct of Business provided Section 9.11
 Payment of Obligations
 Performance of Obligations under Loan Documents
 Operation and Maintenance of Properties
  Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 65




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Section 8.06
 Insurance
 Books and Records; Inspection Rights
 Compliance with Laws
 Environmental Matters
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 66




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##### 



Remedial Work Section 8.10(a)
   Further Assurances
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 67




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##### 



Reserve Reports
  Section 2.07(b)(ii)
  Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 68




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##### 



Section 9.03 Section 7.19 Schedule 7.20
 Title Information
 Section 8.12(a)
 Section 8.13(a) Section 9.03
   Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 69




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##### 



Additional Collateral; Additional Guarantors
 Section 8.12(c)(vi)
  Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 70




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##### 



provided
 ERISA Compliance
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 71




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##### 



Unrestricted Subsidiaries
    Patriot Act
 ARTICLE IX
NEGATIVE COVENANTS
  Financial Covenants
 Current Ratio
 Maximum Leverage Ratio Section
8.01(a) (b)
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 72




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Debt
    Section 9.05(h) provided
  provided Section 3.04(c)(iii)
 Section 9.07
  Liens
   Section 9.02(c)
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 73




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##### 



provided
 Section 9.03 provided Section 9.03(d)
 Restricted Payments Sections 10.01(a) (b) (f) (g) (h) (i) (j) (k) (n) Section 10.01(d) Section 9.01
 Investments
 Schedule 9.05
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##### 



Section 9.05(c) Section 9.05(d) Section 9.05(e) Section
9.05(g)
 Section
9.05(c)
 provided
 Section 9.06 Section 9.06
    Nature of Business; International Operations
 Limitation on Operating Leases
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 75




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##### 



Proceeds of Notes/Loans Section
7.22
 ERISA Compliance
       Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 76




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##### 



Sale or Discount of Receivables
 Mergers, Etc provided provided provided
 Sale of Properties Transfer Borrowing Base Properties
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 77




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##### 



provided
   Section
3.04(c)(iii)
   provided Section 3.04(c)(ii)
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##### 



Section
9.12 Section 9.12 Section 9.12
 Environmental Matters
 Transactions with Affiliates
 Subsidiaries Section 8.14(b) Section
9.12
  Negative Pledge Agreements; Dividend Restrictions provided , however Section 9.03(c)
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 79




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##### 



Take-or-Pay or Other Prepayments
 Hedging Agreements
   Section
9.03(d) Unwind Borrowing Base Hedging
Contracts
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 80




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##### 



Section 2.07(c)(iii)
 Designation and Conversion of Restricted and Unrestricted Subsidiaries
 Schedule 7.15 Section 9.20(b)
 Section 9.05(h) Section
9.20(b)
 Section 9.03 Section
8.14 Section 8.16 Section 9.15
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 81




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##### 



ARTICLE X
EVENTS OF DEFAULT; REMEDIES
 Events of Default Event of Default
  Section 10.01(a)
  Section 8.01(i) Section 8.01(m)(i) Section 8.02 Section 8.03 Section 8.15 ARTICLE IX Section 9.19
 Section
10.01(a) Section 10.01(b) Section 10.01(d)
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##### 



Section 10.01(h)
      Remedies
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 83




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##### 



Section 10.01(h) Section 10.01(i) Section 2.08(i) Section 10.01(h) Section 10.01(i) Section 2.08(i)
   first
 second
 third
 fourth
 fifth
 sixth
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
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ARTICLE XI
THE AGENTS
 Appointment; Powers Section 11.06
 Duties and Obligations of Administrative Agent Section 11.03 ARTICLE VI
 Action by Administrative Agent Section 12.02
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 85




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##### 



Section 12.02 Section 11.03 provided Section
12.02
 Reliance by Administrative Agent
 Subagents ARTICLE XI
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 86




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##### 



Resignation or Removal of Agents Section 11.06 ARTICLE
XI Section 12.03
 Agents as Lenders
 No Reliance
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 87




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##### 



Authority to Release Guarantors, Collateral and Liens Section 9.12 Section 9.12
 The Arrangers and Agents
 Filing of Proofs of Claim Section 10.01(g) Section 10.01(h) Section 10.01(i)
 Section 3.05 Section 12.03
  Section 3.05 Section 12.03
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ARTICLE XII
MISCELLANEOUS
 Notices
 Section 12.01(b)
     provided ARTICLE II ARTICLE III ARTICLE IV ARTICLE V provided
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##### 



Waivers; Amendments
 Section 12.02(b)
 provided Section 2.07 Section 4.01(b) Section 4.01(c) Section 8.14(a) Section 10.02(c) Section 12.02(b)
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 90




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##### 



Section 10.02(c) provided provided further Schedule 7.15
 Expenses, Indemnity; Damage Waiver
 Section 12.03
 THE LOAN PARTIES SHALL INDEMNIFY EACH ARRANGER, EACH AGENT, EACH ISSUING BANK AND EACH
LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 91




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##### 



CALLED AN  INDEMNITEE ) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL
LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND
DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY,
THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE LOAN PARTIES OR ANY SUBSIDIARY TO COMPLY WITH
THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT,
(iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE LOAN
PARTIES SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS
DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS
THEREFROM, INCLUDING, WITHOUT LIMITATION, (A) ANY REFUSAL BY ANY ISSUING BANK TO HONOR A DEMAND FOR
PAYMENT UNDER A LETTER OF CREDIT ISSUED BY SUCH ISSUING BANK IF THE DOCUMENTS PRESENTED IN
CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, OR (B)
THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE,
NON-DELIVERY OR OTHER IMPROPER PRESENTATION OF THE DOCUMENTS PRESENTED IN CONNECTION THEREWITH, (v)
THE OPERATIONS OF THE BUSINESS OF THE LOAN PARTIES AND THE SUBSIDIARIES, (vi) ANY ASSERTION THAT
THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY
INSTRUMENTS, (vii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE LOAN PARTIES OR ANY SUBSIDIARY OR ANY OF
THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE,
THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND
GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (viii) THE BREACH OR
NON-COMPLIANCE BY THE LOAN PARTIES OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE
LOAN PARTIES OR ANY SUBSIDIARY, (ix) THE PAST OWNERSHIP BY THE LOAN PARTIES OR ANY SUBSIDIARY OF
ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY
PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (x) THE PRESENCE, USE, RELEASE,
STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT
OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR
AT ANY OF THE PROPERTIES OWNED OR OPERATED BY
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THE LOAN PARTIES OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE LOAN PARTIES OR ANY OF ITS SUBSIDIARIES,
(xi) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE LOAN PARTIES OR ANY SUBSIDIARY, OR (xii)
ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR
(xiii) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF
THE FOREGOING, WHETHER BROUGHT BY A THIRD PARTY OR A LOAN PARTY OR AFFILIATE THEREOF, WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO,
AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT
NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE
ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE
RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY
IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY
SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES,
LIABILITIES OR RELATED EXPENSES (A) ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL
AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNITEE, (B) RELATE TO CLAIMS BETWEEN OR AMONG ANY OF THE LENDERS, THE AGENT, ARRANGERS OR ANY
OF THEIR SHAREHOLDERS, PARTNERS OR MEMBERS OR (C) IN RESPECT OF ANY PROPERTY FOR ANY OCCURRENCE
ARISING FROM THE ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER DURING THE PERIOD AFTER WHICH SUCH
PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY
FORECLOSURE OR DEED IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE).
 Section 12.03(a) (b) provided
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##### 



Section 12.03
 Successors and Assigns
 Section 9.11 Section 12.04 Section 12.04(c)
 Section 12.04(b)(ii) provided provided
 provided
 Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 94




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##### 



provided Section 12.02(b)
 Section 12.04(b)(iv) Section 5.01 Section 5.02 Section 5.03 Section 12.03 Section 12.04 Section
12.04(c)
 Register
 Section
12.04(b) Section 12.04(b) Section 12.04(b)
 Participant
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 95




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##### 



provided Section 12.11 provided Section 12.02(b) Section
12.03 Section 12.11 Section 12.04(c)(ii) Section 5.01 Section
5.02 Section 5.03 Section 12.04(b) Section 12.08 Section 4.01(c)
 Section
5.01 Section 5.03 Section 5.03 Section
5.03(e)
 Section 12.04(d) provided
 Section 12.04
 Survival; Revival; Reinstatement
  Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 96




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##### 



Section 5.01 Section 5.02 Section 5.03 Section 12.03 ARTICLE XI
  Counterparts; Integration; Effectiveness
   Resolute Energy Corporation  Second Amended & Restated Credit Agreement
 97




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##### 



Section 6.01(a)
 Severability
 Right of Setoff Section 12.08
 Governing Law; Jurisdiction; Consent to Service of Process
 THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS
FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
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Second Amended & Restated Credit Agreement
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EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS
NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY
COURT OTHERWISE HAVING JURISDICTION.
 EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER
ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), AND
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW SUCH SERVICE SHALL BECOME EFFECTIVE THIRTY (30) DAYS
AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.
 EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR
ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (iv) ACKNOWLEDGES THAT IT HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 12.09 .
 Headings
 Confidentiality
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
 99




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##### 



Section 12.11 Section 12.11 Section 12.11 Information Section 12.11 provided
 EXCULPATION PROVISIONS
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
 100




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##### 



No Third Party Beneficiaries
 Collateral Matters; Hedging Agreements; Treasury Management Agreements Section 10.02(c)
 US Patriot Act Notice Patriot Act
 Existing Credit Agreement; Existing Facility Termination
  Resolute Energy Corporation
Second Amended & Restated Credit Agreement
 101




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##### 



No Fiduciary Duty Lenders
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
 102




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[SIGNATURES BEGIN NEXT PAGE]
 Resolute Energy Corporation
Second Amended & Restated Credit Agreement
 103




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BORROWER:
    RESOLUTE ENERGY CORPORATIONBy:Theodore Gazulis,Senior Vice President - Finance and Chief Financial Officer Signature Page
Resolute Energy Corporation
Second Amended & Restated Credit Agreement




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##### 



GUARANTORS:
    HICKS ACQUISITION COMPANY I, INC.RESOLUTE ANETH, LLC
RNRC HOLDINGS, INC.
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, LLCBy:Theodore Gazulis,Senior Vice President - Finance and Chief
Financial Officer Signature Page
Resolute Energy Corporation
Second Amended & Restated Credit Agreement




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##### 



ADMINISTRATIVE AGENT
AND LENDER:
    WELLS FARGO BANK, NATIONAL
ASSOCIATION,successor-by-merger to Wachovia Bank,
National Association,
as Administrative Agent and a LenderBy:Oleg KoganVice PresidentLENDER:
    WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:Oleg KoganVice President Signature Page
Resolute Energy Corporation
Second Amended & Restated Credit Agreement




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##### 



LENDER:
    BANK OF MONTREALBy:Name:Title: Signature Page
Resolute Energy Corporation
Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    DEUTSCHE BANK TRUST COMPANY 
AMERICASBy:Name:Title:By:Name:Title: Signature Page
Resolute Energy Corporation
Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    UBS LOAN FINANCE LLCBy:Name:Title:By:Name:Title: Signature Page
Resolute Energy Corporation
Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    UNION BANK, N.A.By:Name:Title: Signature Page
Resolute Energy Corporation
Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    BNP PARIBASBy:Name:Title:By:Name:Title: Signature Page  Resolute Energy Corporation  Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    U.S. BANK NATIONAL ASSOCIATIONBy:Name:Title: Signature Page  Resolute Energy Corporation  Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    BARCLAYS BANK PLCBy:Name:Title: Signature Page  Resolute Energy Corporation  Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    COMERICA BANKBy:Name:Title: Signature Page  Resolute Energy Corporation  Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    CAPITAL ONE, N.A.By:Name:Title: Signature Page  Resolute Energy Corporation  Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    CITIBANK, N.A.By:Name:Title: Signature Page  Resolute Energy Corporation  Second Amended & Restated Credit Agreement




---



##### 



LENDER:
    GUARANTY BANK AND TRUST COMPANYBy:Name:Title: Signature Page  Resolute Energy Corporation  Second Amended & Restated Credit Agreement