Exhibit 10.1


 


AMENDMENT NO. 3


 


TO


 


AGREEMENT AND PLAN OF MERGER


 


THIS AMENDMENT NO. 3 TO
AGREEMENT AND PLAN OF MERGER (this “Amendment”)
is made and entered into this 28th day of April, 2010 by and between Resaca
Exploitation, Inc., a Texas corporation (“Parent”),
Resaca Acquisition Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (“Merger Sub”),
and Cano Petroleum, Inc., a Delaware corporation (“Target”).


 


W  I  T  N
E  S  S  E  T  H :


 


WHEREAS, Parent, Merger
Sub and Target are parties to that certain Agreement and Plan of Merger dated September 29,
2009, that certain Amendment No. 1 to Agreement and Plan of Merger dated February 24,
2010, and that certain Amendment No. 2 to Agreement and Plan of Merger
dated April 1, 2010 (as amended, the “Merger Agreement”);


 


WHEREAS, Parent and
Target desire to further amend the Merger Agreement to extend the Termination
Date to June 30, 2010; and


 


WHEREAS, pursuant to Section 11.12
of the Merger Agreement, the Merger Agreement may be amended if made in writing
by Parent and Target.


 


NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.                                            Certain
Definitions.  Terms used
in this Amendment and not otherwise defined shall have the meanings set forth
in the Merger Agreement.  All references
to the “Agreement” in the Merger Agreement shall be deemed to refer to the
Merger Agreement, as amended by this Amendment.


 


Section 2.                                            Amendment and Restatement of Section 10.1(b).  Section 10.1(b) of
the Merger Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(b)                           by either Parent or Target if the
Effective Time has not occurred on or before June 30, 2010 (the “Termination Date”), provided that
the party seeking to terminate this Agreement pursuant to this Section 10.1(b) shall
not have breached in any material respect its obligations under this Agreement
in any manner that shall have proximately contributed to the failure to
consummate the Merger on or before the Termination Date;”


 


Section 3.                                            Ratification of the Merger
Agreement.  The Merger Agreement, as amended by this
Amendment, is hereby ratified and confirmed in all respects and shall remain in
full force and effect.


 

















 


Section 4.                                            Counterparts. 
This Amendment may be executed in several counterparts, each of which
shall be an original and all of which shall constitute the same instrument.


 


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[Signature Page Follows]


 


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IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment as of the day and year first
above written.


 


	
   

  	
  RESACA
  EXPLOITATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOHN J. LENDRUM III

  
	
   

  	
  Name:

  	
  John
  J. Lendrum III

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RESACA ACQUISITION SUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  JOHN J. LENDRUM III

  
	
   

  	
  Name:

  	
  John
  J. Lendrum III

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANO PETROLEUM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  PHILLIP B. FEINER

  
	
   

  	
  Name:

  	
  Phillip
  B. Feiner

  
	
   

  	
  Title:

  	
  Vice President and General
  Counsel