Exhibit 10.1


 


Execution Version


 


 


 


February 24, 2019


 


Ring Energy, Inc.


901 West Wall Street


Midland, TX 79701


 


		Attention:	William R. Broaddrick

Vice President and Chief Financial Officer



 


		Re:	$1,000,000,000 Amended and Restated Senior Secured Revolving Credit Facility for Ring Energy, Inc.,
subject to an initial Borrowing Base of $425,000,000



 


Gentlemen:


 


Ring Energy, Inc.
(the “Company”) has advised SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Lead Arranger”
and, together with SunTrust Bank, “SunTrust”) that the Company intends to acquire (the “Acquisition”)
the oil and gas properties and related assets in Coke, Gaines, Yoakum and Runnels Counties, Texas and Lea County, New Mexico (the
“Acquired Assets”) of Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB Waterworks,
LLC (collectively, the “Seller”) pursuant to a purchase and sale agreement between the Company and the Seller
(the “Acquisition Agreement”). You have further advised SunTrust that, in connection with the Acquisition, the
Company seeks to amend and restate its existing senior credit facility (the “Existing Senior Credit Facility”),
which amendment and restatement will increase the maximum facility amount from $500,000,000 to $1,000,000,000 and increase the
total borrowing base to $425,000,000, add additional lenders, extend the maturity date and make other modifications on the terms
set forth in the Summary of Principal Terms and Conditions attached hereto as Annex I (the “Term Sheet”).
As used in this letter, the “Amended and Restated Credit Agreement” means the proposed amended and restated
credit agreement described in this letter and the Term Sheet and the “Amended and Restated Senior Credit Facility”
means the Existing Senior Credit Facility as amended and restated by such proposed Amended and Restated Credit Agreement. All transactions
described above, together with the financing contemplated hereby, are sometimes referred to herein as the “Transactions”.
Capitalized terms used in this letter but not defined herein shall have the meanings given to them in the Term Sheet.


 


SunTrust Bank is
pleased to commit to provide the full amount of the $425,000,000 initial increased Borrowing Base, subject to the terms and conditions
set forth in this letter and the Term Sheet (collectively, this “Commitment Letter”). You hereby appoint SunTrust
Robinson Humphrey, Inc. to act, and the Lead Arranger agrees to act, as sole lead arranger and book manager for the Amended and
Restated Senior Credit Facility, subject to the terms and conditions of this Commitment Letter. No other agents, co-agents or arrangers
will be appointed, or other titles conferred, without the prior written consent of the Lead Arranger.


 




     


     


    

 


Ring Energy, Inc.


Page
2


 


		A.	Syndication



 


The Lead Arranger reserves
the right, before or after the execution of the Financing Documentation, to syndicate all or a portion of SunTrust Bank’s
commitment to one or more other financial institutions that will become parties to the Financing Documentation (such financial
institutions, the “Lenders”) and the commitment of SunTrust Bank hereunder shall be reduced dollar-for dollar
as and when the corresponding commitments are received. The Company understands that the Lead Arranger intends to commence such
syndication efforts promptly. The Company agrees to actively assist the Lead Arranger in achieving a Successful Syndication (as
defined in the Fee Letter) and take such action as the Lead Arranger may reasonably request related thereto. The Company’s
assistance shall include (but not be limited to) (i) making senior management, representatives and advisors of the Company and
its affiliates available to participate in meetings and to provide information to potential lenders under the Amended and Restated
Senior Credit Facility at such times and places as the Lead Arranger may reasonably request; (ii) using the Company’s existing
lending relationships to assist in the syndication process; and (iii) assisting in the preparation of an information memorandum
regarding the Company, the Acquired Assets, the Amended and Restated Credit Agreement and the Amended and Restated Senior Credit
Facility and other customary marketing materials to be used in connection with the syndication, in form and substance reasonably
acceptable to the Lead Arranger, at least 25 days prior to the Closing Date; and (iv) preparing and providing promptly to the Lead
Arranger all information with respect to the Company, its subsidiaries, the Acquired Assets and the Transactions, including without
limitation all financial information and projections (the “Projections”), reasonably requested by the Lead Arranger
in connection with the syndication of the Amended and Restated Credit Agreement.


 


The Lead Arranger will
manage all aspects of the syndication of the Amended and Restated Senior Credit Facility in consultation with SunTrust Bank and
the Company, including the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders,
the selection of Lenders, the allocation of commitments, and the determination of compensation and titles (such as co-agent, managing
agent, etc.) given, if any, to such Lenders. The Company agrees that no other agents, co-agents or arrangers will be appointed,
or other titles conferred, without the prior written consent of the Lead Arranger, and that no Lender will receive any compensation
for its commitment to, or participation in, the Amended and Restated Senior Credit Facility except as expressly set forth in the
Term Sheet or the Fee Letter (as defined below), or as otherwise agreed to and offered by the Lead Arranger.


 


To ensure an orderly
and effective syndication of the Amended and Restated Senior Credit Facility, the Company further agrees that until the earlier
of termination of this Commitment Letter and a Successful Syndication (as defined in the Fee Letter), the Company will not, and
will not cause or permit any of its affiliates or agents to, arrange, sell, syndicate or issue, attempt to arrange, sell, syndicate
or issue, announce or authorize the announcement of the arrangement, sale, syndication or issuance of, or engage in discussions
concerning the arrangement, sale, syndication or issuance of, any credit facility or debt security (including any renewals thereof)
except with the prior written consent of the Lead Arranger.


 


		B.	Conditions Precedent



 


The undertakings and
obligations of SunTrust under this Commitment Letter are subject to: (i) the preparation, execution and delivery of loan documentation
substantially consistent with the Term Sheet, including an amendment and restatement of the Existing Credit Agreement incorporating
substantially the terms and conditions outlined in this Commitment Letter; (ii) the accuracy of all fundamental representations
that the Company makes to SunTrust (including those in Section D below) and all information that the Company furnishes to
SunTrust, and the absence of any information or other matter being disclosed after the date hereof that is inconsistent in a material
and adverse manner with any information or other material disclosed to SunTrust; (iii) the payment in full of all fees, expenses
and other amounts payable hereunder and under the Fee Letter; (iv) the compliance with the provisions of this Commitment Letter;
(v) the Closing Date on or prior to May 15, 2019; and (vi) the satisfaction of the other conditions set forth in the Term Sheet.


 




     


     


    

 


Ring Energy, Inc.


Page
3



 


		C.	Representations



 


The Company represents
and warrants to SunTrust that all information, other than the Projections, that has been or will be made available to SunTrust
or any of the Lenders by the Company or any of the Company’s representatives (or on your or their behalf) in connection with
the transactions contemplated by this Commitment Letter (the “Information”) is or will be, when furnished, complete
and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements contained therein not misleading and (ii) the Projections
have been or will be prepared in good faith based upon reasonable assumptions. The Company agrees to supplement the Information
and the Projections from time to time so that the representation and warranty contained in this paragraph remains correct. In issuing
the commitments and undertakings hereunder and in arranging and syndicating the Amended and Restated Senior Credit Facility, SunTrust
Bank and the Lead Arranger are relying on the accuracy of the Information and the Projections without independent verification
thereof.


 


The Company authorizes
the Lead Arranger and its affiliates, including SunTrust Bank, to share with each other, and to use, credit and other confidential
or non-public information regarding the Company to the extent permitted by applicable laws and regulations and for the purpose
of performing their obligations under this Commitment Letter and the Amended and Restated Senior Credit Facility.


 


		D.	Indemnities, Expenses, Fees Etc.



 


1.       Indemnification.  The
Company agrees to indemnify and hold harmless the Lead Arranger, SunTrust Bank, each other Lender, their respective affiliates
and their respective directors, officers, employees, agents, representatives, legal counsel, and consultants (each, an “Indemnified
Person”) against, and to reimburse each Indemnified Person upon its demand for, any losses, claims, damages, liabilities
or other expenses (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person
by any third party or by the Company or any of its affiliates, arising out of or in connection with this Commitment Letter, the
Fee Letter, the financing and other Transactions or the use of the proceeds of the Amended and Restated Senior Credit Facility,
or any claim, litigation, investigation or proceeding relating to any of the foregoing (whether or not such Indemnified Person
is a party thereto), and to reimburse each Indemnified Person upon demand for any legal or other expenses incurred in connection
with investigating or defending any of the foregoing, whether or not such Indemnified Person is a party to any such proceeding,
in all cases, whether or not caused by or arising in whole or in part out of the comparative, contributory or sole negligence of
any indemnified person; provided that the Company shall not be liable pursuant to this indemnity for any Losses to the extent
that a court having competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such
Loss resulted from the gross negligence or willful misconduct of such Indemnified Person. The Company shall not, without the prior
written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such
Indemnified Person is a party and indemnity has been sought hereunder by such Indemnified Person, unless such settlement includes
an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such indemnity.
No Indemnified Person shall be responsible or liable to the Company or any other person or entity for any damages arising from
the use by others of the Information or other materials obtained through electronic, telecommunications or other information transmission
systems or for any special, punitive, indirect, exemplary or consequential damages in connection with the Amended and Restated
Credit Agreement or the Amended and Restated Senior Credit Facility.


 




     


     


    

 


Ring Energy, Inc.


Page
4



 


2.       Fees
and Expenses. In addition to the fees described in the Term Sheet, the Company will pay (or cause to be paid) the fees set
forth in that certain letter agreement dated as of the date hereof, executed by SunTrust Bank and the Lead Arranger and acknowledged
and agreed to by the Company relating to this Commitment Letter (the “Fee Letter”). The Company also agrees
to pay, or to reimburse SunTrust on demand for, all reasonable costs and expenses incurred by SunTrust (whether incurred before
or after the date hereof) in connection with the Amended and Restated Credit Agreement, the Amended and Restated Senior Credit
Facility, the syndication thereof, the preparation of the Financing Documentation and the other Transactions, including, without
limitation, bank meeting expenses and fees and disbursements of its counsel, regardless of whether the Closing Date occurs. The
Company also agrees to pay all costs and expenses of SunTrust (including, without limitation, fees and disbursements of its counsel)
incurred in connection with the enforcement of any of its rights and remedies hereunder.


 


		E.	Miscellaneous



 


1.       Termination.
This Commitment Letter and all commitment and undertakings of SunTrust hereunder shall expire at 5:00 p.m., Atlanta,
Georgia time, on February 28, 2019, unless by such time the Company executes and
delivers to SunTrust this Commitment Letter and the Fee Letter. Thereafter, all commitments and obligations of SunTrust under
this Commitment Letter will terminate upon the earliest to occur of (i) consummation of the Acquisition (with or without the
use of the Amended and Restated Senior Credit Facility), (ii) termination of the Acquisition Agreement, either by its terms
or by a court of competent jurisdiction, or (iii) at 5:00 p.m. Atlanta, Georgia time on May 15, 20191 unless the
Closing Date occurs on or prior to such date. In addition to the foregoing, this Commitment Letter may be terminated at any
time by mutual agreement, and all commitments and undertakings of SunTrust hereunder may be terminated by SunTrust if the
Company fails to perform its obligations under this Commitment Letter or the Fee Letter on a timely basis.


 


2.       No
Third-Party Beneficiaries. This Commitment Letter is solely for the benefit of the Company, SunTrust and the Indemnified Persons;
no provision hereof shall be deemed to confer rights on any other person or entity.


 


3.       No
Assignment; Amendment. This Commitment Letter and the Fee Letter may not be assigned by the Company to any other person or
entity, but all of the obligations of the Company hereunder and under the Fee Letter shall be binding upon the successors and assigns
of the Company. This Commitment Letter and the Fee Letter may be not be amended or modified except in writing executed by each
of the parties hereto.


 


4.       Use
of Name and Information. The Company agrees that any references to SunTrust or any of its affiliates made in connection with
the Amended and Restated Senior Credit Facility are subject to the prior approval of SunTrust, which approval shall not be unreasonably
withheld. SunTrust shall be permitted to use information related to the syndication and arrangement of the Amended and Restated
Senior Credit Facility in connection with marketing, press releases or other transactional announcements or updates provided to
investor or trade publications; including, but not limited to, the placement of “tombstone” advertisements in publications
of its choice at its own expense.


 





 






1
NTD: To be same date as Section B.(vi)


 




     


     


    

 


Ring Energy, Inc.


Page
5


 


5.       Governing
Law; Waiver of Jury Trial. This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the
laws of the state of Texas without regard to the principles of conflicts of laws thereof. EACH OF THE COMPANY AND SUNTRUST IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING
OUT OF OR RELATED TO THIS COMMITMENT LETTER, THE FEE LETTER OR ANY OF THE TRANSACTIONS OR THE ACTIONS OF SUNTRUST IN THE NEGOTIATION,
PERFORMANCE OR ENFORCEMENT HEREOF.


 


THE COMPANY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT IN THE STATE OF GEORGIA OR THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF GEORGIA FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
COMMITMENT LETTER, THE FEE LETTER, AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY AND IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. A FINAL
JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION
THE COMPANY OR SUNTRUST ARE OR MAY BE SUBJECT, BY SUIT UPON JUDGMENT. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT ON THE
COMPANY MAY BE MADE BY REGISTERED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS APPEARING AT THE BEGINNING OF THIS LETTER FOR ANY
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT PURSUANT TO THIS COMMITMENT LETTER.


 


6.       Survival.
The obligations of the Company under the expense reimbursement, indemnification, confidentiality, and governing law, submission
to jurisdiction, jury trial waiver and related provisions of this Commitment Letter shall survive the expiration and termination
of this Commitment Letter.


 


7.       Confidentiality.
The Company will not disclose or permit disclosure of this Commitment Letter, the Fee Letter nor the contents of the foregoing
to any person or entity (including, without limitation, any Lender other than SunTrust), either directly or indirectly, orally
or in writing, except (i) to the Company’s officers, directors, agents and legal counsel who are directly involved in the
transactions contemplated hereby, in each case on a confidential basis, (ii) with respect to this Commitment Letter (but not the
Fee Letter), to the Seller and its officers, directors, agents and legal counsel on a confidential basis or (iii) as required by
law (in which case the Company agrees to inform SunTrust promptly thereof).


 




     


     


    

 


Ring Energy, Inc.


Page
6



 


8.       No
fiduciary duty. The Company acknowledges and agrees that (i) the commitment to and syndication of the Amended and Restated
Senior Credit Facility pursuant to this Commitment Letter is an arm's-length commercial transaction between the Company, on the
one hand, and SunTrust, on the other, and the Company is capable of evaluating and understanding, and does understand and accept,
the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (ii) in connection with the transactions
contemplated hereby and the process leading to such transactions, SunTrust is and has been acting solely as a principal and is
not the agent or fiduciary of the Company or its stockholders, creditors, employees or any other party, (iii) SunTrust has not
assumed an advisory responsibility or fiduciary duty in favor of the Company with respect to the transactions contemplated hereby
or the process leading thereto (irrespective of whether SunTrust has advised or is currently advising the Company on other matters)
or any other obligation to the Company except the obligations expressly set forth in this Commitment Letter, (iv) SunTrust and
its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and
its affiliates, and SunTrust has no obligation to disclose any of such interests by virtue of any fiduciary or advisory or other
relationship as a consequence of this Commitment Letter, and (v) SunTrust has not provided any legal, accounting, regulatory or
tax advice with respect to any transactions contemplated hereby and the Company has consulted its own legal, accounting, regulatory
and tax advisors to the extent it deemed appropriate. The Company waives and releases, to the fullest extent permitted by law,
any claims that it may have against SunTrust with respect to any breach or alleged breach of fiduciary duty as a consequence of
this Commitment Letter.


 


9.       Counterparts.
This Commitment Letter and the Fee Letter may be executed in any number of separate counterparts, all of which together constitute
one original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by facsimile
transmission or electronic transmission (in pdf form) shall be as effective as delivery of a manually executed counterpart hereof.


 


10.       Entire
Agreement; Swap Disclaimer. (a) This Commitment Letter and the Fee Letter embody the entire agreement and understanding among
SunTrust, the Company and their affiliates with respect to the Amended and Restated Senior Credit Facility and any transactions
related thereto, and supersede all prior understandings and agreements among the parties relating to the subject matter hereof.
However, the terms and conditions of the commitments of SunTrust Bank and the undertakings of the Lead Arranger hereunder are not
limited to those set forth herein, in the Term Sheet or in the Fee Letter; those matters not covered or made clear herein or in
the Term Sheet are subject to mutual agreement of the parties.


 


(b)       Nothing
herein constitutes an offer or recommendation to enter into any “swap” or trading strategy involving a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act. Any such offer or recommendation, if any, will only occur after
we have received appropriate documentation from you regarding whether you are qualified to enter into a swap under applicable law.


 


11.       Patriot
Act. SunTrust hereby notifies the Company that pursuant to the requirements of the USA Patriot Improvement and Reauthorization
Act of 2005, Title III of Pub. L. 109-177 (signed into law March 9, 2006) (the “Patriot Act”) and the requirements
of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it and its affiliates are required to
obtain, verify and record information that identifies the Company and certain of its affiliates, which information includes their
names, addresses, tax identification numbers and other information that will allow SunTrust to identify the Company and certain
of its affiliates in accordance with the Patriot Act or the Beneficial Ownership Regulation, as applicable. This notice is given
in accordance with the requirements of the Patriot Act and is effective for SunTrust and its affiliates.


 


[Remainder of this page
is intentionally blank]


 




     


     


    




 



We look forward to
working with you on this important transaction.


 


	 	Very truly yours,
	 	 
	 	SUNTRUST BANK 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	SunTrust Robinson Humphrey, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Page to Commitment Letter


 




     


     


    

 


ACCEPTED AND AGREED


this ____ day of February, 2019:


 


RING ENERGY, INC. 


 


	By:	 	 
	 	William R. Broaddrick	 
	 	Vice President and Chief Financial Officer	 


 


Signature Page to Commitment Letter