EX-10.1.9



 Exhibit 10.1.9 

Execution Version 
  

 
 NINTH AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

Dated March 7, 2014 

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 NINTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Ninth
Amendment”), dated as of March 7, 2014, 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, the Sixth Amendment to Second
Amended and Restated Credit Agreement dated as of March 22, 2013, the Seventh Amendment to Second Amended and Restated Credit Agreement dated as of April 15, 2013 and the Eighth Amendment to Second Amended and Restated Credit Agreement
dated as of December 13, 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 Ninth 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 Ninth Amendment refer to sections of the Credit Agreement. 

ARTICLE II 
 Amendments

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

  
 1 








 Section 2.01 Amendments to Section 1.02 of the Credit Agreement. 

(a) Section 1.02 of the Credit Agreement is hereby amended by adding the following new definitions in their proper alphabetical order:

 “‘Ninth Amendment’ means that certain Ninth Amendment to Second Amended and Restated Credit
Agreement, dated as of March 7, 2014, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.” 

“‘Ninth Amendment Effective Date’ means the first Business Day on which all of the conditions precedent
set forth in Article III of the Ninth Amendment shall have been satisfied (or waived in accordance with Section 12.02).” 

“‘Senior Secured Debt’ means as of any date of determination all Funded Debt on such date minus,
to the extent included therein, (a) all unsecured Debt of the Borrower and its Consolidated Restricted Subsidiaries and (b) all Debt of the Borrower and its Consolidated Restricted Subsidiaries that is secured by Liens expressly
subordinated to the Liens securing the Indebtedness under the Loan Documents.” 
 (b) Section 1.02 of the Credit Agreement is
hereby amended by deleting each of the following definitions in their entirety and inserting in Section 1.02 the following definitions 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, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment, as the same may from time to time be amended, modified, supplemented or
restated.” 
 “EBITDA” means, for any period, the sum of (a) Consolidated Net Income for such
period, plus (b) the following expenses or charges to the extent deducted from Consolidated Net Income in such period: (i) interest, (ii) income and franchise taxes, and (iii) depreciation, depletion, amortization, and
other non-cash charges, minus (c) all non-cash income added to Consolidated Net Income; provided that (x) for the four quarter period ending on December 31, 2013, EBITDA shall equal EBITDA for the fiscal quarter ending
on December 31, 2013, multiplied by 4, (y) for the four quarter period ending on March 31, 2014, EBITDA shall equal EBITDA for the period beginning on October 1, 2013 and ending on March 31, 2014, multiplied by 2, and
(z) for the four quarter period ending on June 30, 2014, EBITDA shall equal EBITDA for the period beginning on October 1, 2013 and ending on June 30, 2014, multiplied by 4/3. 

  
 2 








 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 (or for such other period and subject to such other manner of calculation as is provided in the definition of EBITDA) 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 – June 30, 2014
	  	 	4.90:1.00	  
	 September 30, 2014 – December 31, 2014
	  	 	4.75:1.00	  
	 March 31, 2015 and thereafter
	  	 	4.00:1.00	  

 Section 2.03 Amendment to Section 9.01. Section 9.01 of the Credit Agreement is hereby
amended by adding the following paragraph to the end thereof: 
 “(c) Maximum Senior Secured Leverage Ratio. The
Loan Parties will not, as of the last day of each of the fiscal quarters ending on March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014, permit the ratio of Senior Secured 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 (or for such other period and subject to such other manner of calculation as is provided in the definition of EBITDA) to be
greater than 2.75:1.00. The applicability of this provision shall expire on March 31, 2015. 
 ARTICLE III 

Conditions Precedent 
 This
Ninth 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 Ninth Amendment signed on behalf of such Persons. 

  
 3 








 (b) The Administrative Agent shall have received from the Borrower (i) an amendment fee for
each Lender party to the Ninth Amendment on such date in an amount equal to 0.10% of such Lender’s Commitment, and (ii) all other fees and amounts due and payable on or prior to the Ninth 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 Ninth 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 Ninth Amendment, no Default has occurred and is continuing. 

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

(d) This Ninth 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 Ninth 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 Ninth 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 Ninth Amendment or the Loan Documents). 

  
 4 








 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 Ninth 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 Ninth 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 Ninth 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 Ninth 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 Ninth 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 Ninth Amendment. 

Section 5.02 GOVERNING LAW. THIS NINTH 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 Ninth 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 Ninth Amendment are hereby incorporated into this Ninth Amendment in their entirety. 
 Section 5.04 Payment of
Fees and Expenses. In addition to paying to the Administrative Agent for the account of the Lenders the fees described in clause (b)(i) of Article III above, the Borrower agrees to pay or reimburse the Administrative Agent for all of its
reasonable out-of-pocket costs and expenses incurred in connection with this Ninth 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 Ninth Amendment and the Credit Agreement. 

  
 5 








 Section 5.05 Entire Agreement. This Ninth 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 Ninth
Amendment is a Loan Document executed under the Credit Agreement. 
 Section 5.06 Counterparts. This Ninth 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 Ninth 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 Ninth Amendment by any Lender shall be binding upon each of its
successors and assigns. 
 [Signatures Begin on Next Page] 

  
 6 








 IN WITNESS WHEREOF, the parties hereto have caused this Ninth 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

		 		 	Name:	 	Theodore Gazulis
		 		 	Title:	 	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

		 		 	Name:	 	Theodore Gazulis
		 		 	Title:	 	Executive Vice President and
		 		 		 	Chief Financial Officer


  
 Signature Page to 

Ninth 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

		 		 	Name:	 	Suzanne F Ridenhour
		 		 	Title:	 	Director
			
	LENDER:	 		 	 WELLS FARGO BANK, NATIONAL

ASSOCIATION

				
		 		 	 By:
	 	 /s/ Suzanne F Ridenhour

		 		 	Name:	 	Suzanne F Ridenhour
		 		 	Title:	 	Director


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









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

		 		 	Name:	 	Gumaro Tijerina
		 		 	Title:	 	Managing Director


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	BARCLAYS BANK PLC
				
		 		 	By:	 	 /s/ Nina Guinchard

		 		 	Name:	 	Nina Guinchard
		 		 	Title:	 	Assistant Vice President


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	CITIBANK, N.A.
				
		 		 	By:	 	 /s/ Eamon Baqui

		 		 	Name:	 	Eamon Baqui
		 		 	Title:	 	Vice President


  
 Signature Page to 

Ninth 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


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	UNION BANK, N.A.
				
		 		 	By:	 	 /s/ Rachel Bowman

		 		 	Name:	 	Rachel Bowman
		 		 	Title:	 	Vice President


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	BRANCH BANKING AND TRUST COMPANY
				
		 		 	By:	 	 /s/ Matt McCain

		 		 	Name:	 	Matt McCain
		 		 	Title:	 	Senior Vice President


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	CAPITAL ONE, NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Kristin N. Oswald

		 		 	Name:	 	Kristin N. Oswald
		 		 	Title:	 	Vice President


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	COMERICA BANK
				
		 		 	By:	 	 /s/ Caroline M. McClurg

		 		 	Name:	 	Caroline M. McClurg
		 		 	Title:	 	Senior Vice President


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	SUNTRUST BANK
				
		 		 	By:	 	 /s/ Andrew Johnson

		 		 	Name:	 	Andrew Johnson
		 		 	Title:	 	Director


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	ING CAPITAL LLC
				
		 		 	By:	 	 /s/ Charles Hall

		 		 	Name:	 	Charles Hall
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ Juli Bieser

		 		 	Name:	 	Juli Bieser
		 		 	Title:	 	Director


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	KEYBANK NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Paul J. Pace

		 		 	Name:	 	Paul J. Pace
		 		 	Title:	 	Senior Vice President


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	ASSOCIATED BANK, N.A.
				
		 		 	By:	 	 /s/ Brian Caddell

		 		 	Name:	 	Brian Caddell
		 		 	Title:	 	Senior Vice President


  
 Signature Page to 

Ninth Amendment to Second Amended and Restated Credit Agreement 









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

		 		 	Name:	 	Eric Broussard
		 		 	Title:	 	Senior Vice President


  
 Signature Page to 

Ninth 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 

Ninth Amendment to Second Amended and Restated Credit Agreement