f10k2011ex10vv_recovery.htm


Exhibit 10.55


 


AMENDMENT TO CREDIT AGREEMENT


(First Credit Agreement)


 


This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated March 15, 2012 (the “Effective Date”), is between Recovery Energy, Inc., a Nevada corporation (“Borrower”), and Hexagon, LLC, a Colorado limited liability company, formerly known as Hexagon Investments, LLC (“Lender”).


 


RECITALS


 


A. Borrower and Lender have entered into a Credit Agreement, dated as of January 29, 2010 (as modified by that certain Amendment to Promissory Note, dated December 29, 2010, that certain Second Amendment to Promissory Note, dated November 14, 2011, and as further amended, modified, supplemented substituted or replaced, the “Credit Agreement”), providing for a term loan in the original principal amount of $4,500,000.  Defined terms used herein and not defined herein shall have the meanings set forth in the Credit Agreement.


 


B. Borrower has asked Lender, and Lender has agreed to amend the terms and conditions of the Credit Agreement to extend the Maturity Date until June 30, 2013, subject to and as more fully set forth in this Amendment.


 



AGREEMENT




 


In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:


 


1. Amendment to Credit Agreement.  Effective as of the Effective Date and upon the terms and subject to the conditions set forth in this Amendment:


 


(a) Section 1.1 of the Credit Agreement is hereby amended by deleting “January 1, 2013” in the definition of “Maturity Date” and replacing it with “June 30, 2013”.


 


(b) Section 2.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:  “Section 2.2 Mandatory Prepayments.   Each month, commencing with March, 2012, Borrower shall repay the Loan and the Loans made under the Other Credit Agreements (as defined below) with the greater of: (a) the sum of 100% of the Net Proceeds from the Oil and Gas Properties as defined in the Credit Agreement plus 100% the Net Proceeds from the Oil and Gas Properties as defined in the Credit Agreement dated March 25, 2010 and the Credit Agreement dated April 14, 2010, each between Borrower and Lender (the “Other Credit Agreements”), and (b) $325,000.”


 


(c) A new Section 2.4 and a new Section 2.5 of the Credit Agreement are hereby added as follows:


 


Section 2.4 Extension Option.  Borrower, pursuant to a written notice from Borrower to Lender, delivered on or before June 30, 2013 (the “Extension Notice”), may request an extension of the Maturity Date (the “Extension”), which Extension shall be granted or rejected at Lender’s sole discretion, and, without limiting Lender’s sole discretion, shall be on the terms and conditions set forth in Section 2.5.


 




  





1











  






 


Section 2.5 Extension Conditions.  The effectiveness of the Extension shall be subject to satisfaction of the following conditions:


 


(a)           no Default or Event of Default shall have occurred and be continuing at the time the Extension Notice is delivered to Lender;


 


(b)           Borrower shall have commenced actual drilling operations on the Palm Well (the “Palm Well”), located in Section 20:  NE/4, T. 17N., R. 58W., 6th P.M., Banner County, Nebraska; and on or before July 31, 2012, Borrower shall have (i) conducted such drilling operations with reasonable diligence to, drill the Palm Well to a subsurface depth of at least 7,500 feet (the “Target Depth”), or to a depth sufficient to test the J Sand formation if the J Sand is encountered in the Palm Well above the Target Depth, and (ii) the Palm Well shall have been evaluated, tested, completed and equipped through the tanks as a producing well, or such well shall have been properly plugged and abandoned in accordance with applicable law and regulations.


 


(c)           the documentation in respect to the Extension shall provide that, in addition to payments made pursuant to Section 2.2, 50% of the Net Proceeds from the Palm Well will be required to be used to collectively repay the Loan, and each of the Loans made under the Other Credit Agreements, each calendar month; and


 


(d)           all documentation in respect of the Extension shall be on terms and conditions and in form and substance satisfactory to Lender in its sole discretion.


 


2. Other Agreements.  (a) Borrower and Lender agree that all of the Loan Documents are hereby amended to reflect the amendments set forth herein and that no further amendments to any Loan Documents are required to reflect the foregoing; and (b) all references in any document to “Credit Agreement” or any “Loan Document” shall refer to the Credit Agreement or any such Loan Document, as amended pursuant to this Amendment.


 


3. Representations and Warranties.  Borrower hereby certifies to Lender that as of the date of this Amendment and as of the Effective Date (taking into consideration the transactions contemplated by this Amendment) all of Borrower’s representations and warranties contained in the Credit Agreement and each of the Loan Documents are true, accurate and complete, and no Default or Event of Default has occurred under the Credit Agreement or any of the Loan Documents.  Without limiting the generality of the foregoing, Borrower represents and warrants that (i) the execution and delivery of this Amendment has been authorized by all necessary action on the part of Borrower, (ii) the person executing this Amendment on behalf of Borrower is duly authorized to do so, and (iii) this Amendment constitutes the legal, valid, binding and enforceable obligation of Borrower.


 


4. Additional Documents.  Borrower shall execute and deliver, and shall cause to be executed and delivered, to Lender at any time and from time to time such documents and instruments, including without limitation additional amendments to the Credit Agreement and the Loan Documents, as Lender may reasonably request to confirm and carry out the transactions contemplated hereby or by any other Loan Documents executed in connection herewith.


 


5. Continuation of the Credit Agreement and Loan Documents.  Except as specified in this Amendment, the provisions of the Credit Agreement and the Loan Documents shall remain in full force and effect, and if there is a conflict between the terms of this Amendment and those of the Credit Agreement or the Loan Documents, the terms of this Amendment shall control.  This Amendment is a Loan Document.


 




  





2











  






 


6. Ratification and Reaffirmation of Obligations by Borrower.  Borrower hereby (a) ratifies and confirms all of its Obligations under the Credit Agreement and each of the other Loan Documents, and acknowledges and agrees that such Obligations remain in full force and effect, and (b) ratifies, reaffirms and reapproves in favor of Lender the terms and provisions of the Credit Agreement and each of the other Loan Documents, including (without limitation), its pledges and other grants of Liens and security interests pursuant to the Loan Documents.


 


7. Release and Indemnification.


 


(a) Borrower hereby fully, finally, and forever releases and discharges Lender, and its successors, assigns, directors, officers, employees, agents and representatives, from any and all causes of action, claims, debts, demands and liabilities, of whatever kind or nature, in law or equity, of Borrower, whether now known or unknown to Borrower in respect of (i) the Obligations under the Credit Agreement and each of the other Loan Documents or (ii) the actions or omissions of Lender in any manner related to the Obligations under the Credit Agreement and each of the other Loan Documents; provided that this Section shall only apply to and be effective with respect to events or circumstances existing or occurring prior to and including the date of this Amendment.


 


(b) Without limiting Section 7.3 of the Credit Agreement, Borrower hereby agrees to indemnify, defend, and hold harmless Lender and its successors, assigns, directors, officers, employees, agents and representatives (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any and all accounts, covenants, agreements, obligations, claims, debts, liabilities, offsets, demands, costs, expenses, actions or causes of action of every nature, character and description, whether arising at law or equity or under statute, regulation or otherwise, and whether liquidated or unliquidated, contingent or noncontingent, known or unknown, suspected or unsuspected (“Claims”), arising from or made under any legal theory, which any of Indemnified Parties may incur as a direct or indirect consequence of or in relation to any acts or omissions of Borrower arising from or relating to any of: (i) the Credit Agreement; (ii) the Loan Documents; (iii) this Amendment; or (iv) any documents executed by Borrower in connection with this Amendment.  Should any Indemnified Party incur any such Claims, or defense of or response to any Claims or demand related thereto, the amount thereof, including costs, expenses and attorneys’ fees, shall be added to the amounts due under the Loan Documents, and shall be secured by any and all liens created under and pursuant to the Loan Documents.  This indemnity shall survive until the Obligations have been indefeasibly paid in full and the termination, release or discharge of Borrower.  To the extent permissible under applicable law, this indemnity shall not limit any other rights of indemnification, subrogation or assignment, whether explicit, implied, legal or equitable, that any Indemnified Party may have.


 


8. No Waiver. This Amendment does not constitute a waiver by Lender of Borrower’s compliance with any covenants, or a waiver of any Defaults or Events of Default, under the Credit Agreement or any of the Loan Documents, and shall not entitle the Borrower to any amendments or waivers in the future.


 


9. Miscellaneous. Article VIII of the Credit Agreement is hereby incorporated by reference into this Amendment.


 


[Signature Pages Follow]


 




  





3











  






 


Borrower and Lender have executed this Amendment to Credit Agreement as of the date first above written.


 




	HEXAGON, LLC	 	 RECOVERY ENERGY, INC.	 
	By:  Hexagon, Inc., its Manager	 	 	 
	 	 	 	 	 	 
	By:	
/s/ Brian Fleischmann

	 	 By:	
/s/ A. Bradley Gabbard

	 
	 	

Brian Fleischmann



	 	 	

A. Bradley Gabbard



	 
	 	
Executive Vice President

	 	 	

Chief Financial Officer



	 







 



[Signature Page to Amendment to Credit Agreement #1]


 






  





4











  






 


AMENDMENT TO CREDIT AGREEMENT


(Second Credit Agreement)


 


This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated March 15, 2012 (the “Effective Date”), is between Recovery Energy, Inc., a Nevada corporation (“Borrower”), and Hexagon, LLC, a Colorado limited liability company, formerly known as Hexagon Investments, LLC (“Lender”).


 


RECITALS


 


A.           Borrower and Lender have entered into a Credit Agreement, dated as of March 25, 2010 (as modified by that certain Amendment to Promissory Note, dated December 29, 2010, that certain Second Amendment to Promissory Note, dated November 14, 2011, and as further amended, modified, supplemented substituted or replaced, the “Credit Agreement”), providing for a term loan in the original principal amount of $6,000,000.  Defined terms used herein and not defined herein shall have the meanings set forth in the Credit Agreement.


 


B.           Borrower has asked Lender, and Lender has agreed to amend the terms and conditions of the Credit Agreement to extend the Maturity Date until June 30, 2013, subject to and as more fully set forth in this Amendment.


 



AGREEMENT




 


In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:


 


1. Amendment to Credit Agreement.  Effective as of the Effective Date and upon the terms and subject to the conditions set forth in this Amendment:


 


(a) Section 1.1 of the Credit Agreement is hereby amended by deleting “January 1, 2013” in the definition of “Maturity Date” and replacing it with “June 30, 2013”.


 


(b) Section 2.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:  “Section 2.2 Mandatory Prepayments.   Each month, commencing with March, 2012, Borrower shall repay the Loan and the Loans made under the Other Credit Agreements (as defined below) with the greater of: (a) the sum of 100% of the Net Proceeds from the Oil and Gas Properties as defined in the Credit Agreement plus 100% the Net Proceeds from the Oil and Gas Properties as defined in the Credit Agreement dated April 14, 2010 and the Credit Agreement dated January 29, 2010, each between Borrower and Lender (the “Other Credit Agreements”), and (b) $325,000.”


 


(c) A new Section 2.4 and a new Section 2.5 of the Credit Agreement are hereby added as follows:


 


Section 2.4 Extension Option.  Borrower, pursuant to a written notice from Borrower to Lender, delivered on or before June 30, 2013 (the “Extension Notice”), may request an extension of the Maturity Date (the “Extension”), which Extension shall be granted or rejected at Lender’s sole discretion, and, without limiting Lender’s sole discretion, shall be on the terms and conditions set forth in Section 2.5.


 




  





1











  






 


Section 2.5 Extension Conditions.  The effectiveness of the Extension shall be subject to satisfaction of the following conditions:


 


(a)           no Default or Event of Default shall have occurred and be continuing at the time the Extension Notice is delivered to Lender;


 


(b)           Borrower shall have commenced actual drilling operations on the Palm Well (the “Palm Well”), located in Section 20:  NE/4, T. 17N., R. 58W., 6th P.M., Banner County, Nebraska; and on or before July 31, 2012, Borrower shall have (i) conducted such drilling operations with reasonable diligence to, drill the Palm Well to a subsurface depth of at least 7,500 feet (the “Target Depth”), or to a depth sufficient to test the J Sand formation if the J Sand is encountered in the Palm Well above the Target Depth, and (ii) the Palm Well shall have been evaluated, tested, completed and equipped through the tanks as a producing well, or such well shall have been properly plugged and abandoned in accordance with applicable law and regulations.


 


(c)           the documentation in respect to the Extension shall provide that, in addition to payments made pursuant to Section 2.2, 50% of the Net Proceeds from the Palm Well will be required to be used to collectively repay the Loan, and each of the Loans made under the Other Credit Agreements, each calendar month; and


 


(d)           all documentation in respect of the Extension shall be on terms and conditions and in form and substance satisfactory to Lender in its sole discretion.


 


2. Other Agreements.  (a) Borrower and Lender agree that all of the Loan Documents are hereby amended to reflect the amendments set forth herein and that no further amendments to any Loan Documents are required to reflect the foregoing; and (b) all references in any document to “Credit Agreement” or any “Loan Document” shall refer to the Credit Agreement or any such Loan Document, as amended pursuant to this Amendment.


 


3. Representations and Warranties.  Borrower hereby certifies to Lender that as of the date of this Amendment and as of the Effective Date (taking into consideration the transactions contemplated by this Amendment) all of Borrower’s representations and warranties contained in the Credit Agreement and each of the Loan Documents are true, accurate and complete, and no Default or Event of Default has occurred under the Credit Agreement or any of the Loan Documents.  Without limiting the generality of the foregoing, Borrower represents and warrants that (i) the execution and delivery of this Amendment has been authorized by all necessary action on the part of Borrower, (ii) the person executing this Amendment on behalf of Borrower is duly authorized to do so, and (iii) this Amendment constitutes the legal, valid, binding and enforceable obligation of Borrower.


 


4. Additional Documents.  Borrower shall execute and deliver, and shall cause to be executed and delivered, to Lender at any time and from time to time such documents and instruments, including without limitation additional amendments to the Credit Agreement and the Loan Documents, as Lender may reasonably request to confirm and carry out the transactions contemplated hereby or by any other Loan Documents executed in connection herewith.


 


5. Continuation of the Credit Agreement and Loan Documents.  Except as specified in this Amendment, the provisions of the Credit Agreement and the Loan Documents shall remain in full force and effect, and if there is a conflict between the terms of this Amendment and those of the Credit Agreement or the Loan Documents, the terms of this Amendment shall control.  This Amendment is a Loan Document.


 




  





2











  






 


6. Ratification and Reaffirmation of Obligations by Borrower.  Borrower hereby (a) ratifies and confirms all of its Obligations under the Credit Agreement and each of the other Loan Documents, and acknowledges and agrees that such Obligations remain in full force and effect, and (b) ratifies, reaffirms and reapproves in favor of Lender the terms and provisions of the Credit Agreement and each of the other Loan Documents, including (without limitation), its pledges and other grants of Liens and security interests pursuant to the Loan Documents.


 


7. Release and Indemnification.


 


(a) Borrower hereby fully, finally, and forever releases and discharges Lender, and its successors, assigns, directors, officers, employees, agents and representatives, from any and all causes of action, claims, debts, demands and liabilities, of whatever kind or nature, in law or equity, of Borrower, whether now known or unknown to Borrower in respect of (i) the Obligations under the Credit Agreement and each of the other Loan Documents or (ii) the actions or omissions of Lender in any manner related to the Obligations under the Credit Agreement and each of the other Loan Documents; provided that this Section shall only apply to and be effective with respect to events or circumstances existing or occurring prior to and including the date of this Amendment.


 


(b) Without limiting Section 7.3 of the Credit Agreement, Borrower hereby agrees to indemnify, defend, and hold harmless Lender and its successors, assigns, directors, officers, employees, agents and representatives (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any and all accounts, covenants, agreements, obligations, claims, debts, liabilities, offsets, demands, costs, expenses, actions or causes of action of every nature, character and description, whether arising at law or equity or under statute, regulation or otherwise, and whether liquidated or unliquidated, contingent or noncontingent, known or unknown, suspected or unsuspected (“Claims”), arising from or made under any legal theory, which any of Indemnified Parties may incur as a direct or indirect consequence of or in relation to any acts or omissions of Borrower arising from or relating to any of: (i) the Credit Agreement; (ii) the Loan Documents; (iii) this Amendment; or (iv) any documents executed by Borrower in connection with this Amendment.  Should any Indemnified Party incur any such Claims, or defense of or response to any Claims or demand related thereto, the amount thereof, including costs, expenses and attorneys’ fees, shall be added to the amounts due under the Loan Documents, and shall be secured by any and all liens created under and pursuant to the Loan Documents.  This indemnity shall survive until the Obligations have been indefeasibly paid in full and the termination, release or discharge of Borrower.  To the extent permissible under applicable law, this indemnity shall not limit any other rights of indemnification, subrogation or assignment, whether explicit, implied, legal or equitable, that any Indemnified Party may have.


 


8. No Waiver. This Amendment does not constitute a waiver by Lender of Borrower’s compliance with any covenants, or a waiver of any Defaults or Events of Default, under the Credit Agreement or any of the Loan Documents, and shall not entitle the Borrower to any amendments or waivers in the future.


 


9. Miscellaneous. Article VIII of the Credit Agreement is hereby incorporated by reference into this Amendment.


 


[Signature Pages Follow]


 




  





3











  






 


Borrower and Lender have executed this Amendment to Credit Agreement as of the date first above written.


 




	HEXAGON, LLC	 	RECOVERY ENERGY, INC.	 
	By:  Hexagon, Inc., its Manager	 	 	 
	 	 	 	 	 	 
	By:	
/s/ Brian Fleischmann   

	 	 By:	
/s/ A. Bradley Gabbard

	 
	 	

Brian Fleischmann



	 	 	

A. Bradley Gabbard



	 
	 	
Executive Vice President

	 	 	

Chief Financial Officer



	 







 



[Signature Page to Amendment to Credit Agreement #2]


 






  





4











  






 


AMENDMENT TO CREDIT AGREEMENT


(Third Credit Agreement)


 


This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated March 15, 2012 (the “Effective Date”), is between Recovery Energy, Inc., a Nevada corporation (“Borrower”), and Hexagon, LLC, a Colorado limited liability company, formerly known as Hexagon Investments, LLC (“Lender”).


 


RECITALS


 


A.           Borrower and Lender have entered into a Credit Agreement, dated as of April 14, 2010 (as modified by that certain Amendment to Promissory Note, dated December 29, 2010, that certain Second Amendment to Promissory Note, dated November 14, 2011, and as further amended, modified, supplemented substituted or replaced, the “Credit Agreement”), providing for a term loan in the original principal amount of $15,000,000.  Defined terms used herein and not defined herein shall have the meanings set forth in the Credit Agreement.


 


B.           Borrower has asked Lender, and Lender has agreed to amend the terms and conditions of the Credit Agreement to extend the Maturity Date until June 30, 2013, subject to and as more fully set forth in this Amendment.


 



AGREEMENT




 


In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:


 


1. Amendment to Credit Agreement.  Effective as of the Effective Date and upon the terms and subject to the conditions set forth in this Amendment:


 


(a) Section 1.1 of the Credit Agreement is hereby amended by deleting “January 1, 2013” in the definition of “Maturity Date” and replacing it with “June 30, 2013”.


 


(b) Section 2.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:  “Section 2.2 Mandatory Prepayments.   Each month, commencing with March, 2012, Borrower shall repay the Loan and the Loans made under the Other Credit Agreements (as defined below) with the greater of: (a) the sum of 100% of the Net Proceeds from the Oil and Gas Properties as defined in the Credit Agreement plus 100% the Net Proceeds from the Oil and Gas Properties as defined in the Credit Agreement dated March 25, 2010 and the Credit Agreement dated January 29, 2010, each between Borrower and Lender (the “Other Credit Agreements”), and (b) $325,000.”


 


(c) A new Section 2.4 and a new Section 2.5 of the Credit Agreement are hereby added as follows:


 


Section 2.4 Extension Option.  Borrower, pursuant to a written notice from Borrower to Lender, delivered on or before June 30, 2013 (the “Extension Notice”), may request an extension of the Maturity Date (the “Extension”), which Extension shall be granted or rejected at Lender’s sole discretion, and, without limiting Lender’s sole discretion, shall be on the terms and conditions set forth in Section 2.5.


 




  





1











  






 


Section 2.5 Extension Conditions.  The effectiveness of the Extension shall be subject to satisfaction of the following conditions:


 


(a)           no Default or Event of Default shall have occurred and be continuing at the time the Extension Notice is delivered to Lender;


 


(b)           Borrower shall have commenced actual drilling operations on the Palm Well (the “Palm Well”), located in Section 20:  NE/4, T. 17N., R. 58W., 6th P.M., Banner County, Nebraska; and on or before July 31, 2012, Borrower shall have (i) conducted such drilling operations with reasonable diligence to, drill the Palm Well to a subsurface depth of at least 7,500 feet (the “Target Depth”), or to a depth sufficient to test the J Sand formation if the J Sand is encountered in the Palm Well above the Target Depth, and (ii) the Palm Well shall have been evaluated, tested, completed and equipped through the tanks as a producing well, or such well shall have been properly plugged and abandoned in accordance with applicable law and regulations.


 


(c)          the documentation in respect to the Extension shall provide that, in addition to payments made pursuant to Section 2.2, 50% of the Net Proceeds from the Palm Well will be required to be used to collectively repay the Loan, and each of the Loans made under the Other Credit Agreements, each calendar month; and


 


(d)           all documentation in respect of the Extension shall be on terms and conditions and in form and substance satisfactory to Lender in its sole discretion.


 


2. Other Agreements.  (a) Borrower and Lender agree that all of the Loan Documents are hereby amended to reflect the amendments set forth herein and that no further amendments to any Loan Documents are required to reflect the foregoing; and (b) all references in any document to “Credit Agreement” or any “Loan Document” shall refer to the Credit Agreement or any such Loan Document, as amended pursuant to this Amendment.


 


3. Representations and Warranties.  Borrower hereby certifies to Lender that as of the date of this Amendment and as of the Effective Date (taking into consideration the transactions contemplated by this Amendment) all of Borrower’s representations and warranties contained in the Credit Agreement and each of the Loan Documents are true, accurate and complete, and no Default or Event of Default has occurred under the Credit Agreement or any of the Loan Documents.  Without limiting the generality of the foregoing, Borrower represents and warrants that (i) the execution and delivery of this Amendment has been authorized by all necessary action on the part of Borrower, (ii) the person executing this Amendment on behalf of Borrower is duly authorized to do so, and (iii) this Amendment constitutes the legal, valid, binding and enforceable obligation of Borrower.


 


4. Additional Documents.  Borrower shall execute and deliver, and shall cause to be executed and delivered, to Lender at any time and from time to time such documents and instruments, including without limitation additional amendments to the Credit Agreement and the Loan Documents, as Lender may reasonably request to confirm and carry out the transactions contemplated hereby or by any other Loan Documents executed in connection herewith.


 


5. Continuation of the Credit Agreement and Loan Documents.  Except as specified in this Amendment, the provisions of the Credit Agreement and the Loan Documents shall remain in full force and effect, and if there is a conflict between the terms of this Amendment and those of the Credit Agreement or the Loan Documents, the terms of this Amendment shall control.  This Amendment is a Loan Document.


 




  





2











  






 


6. Ratification and Reaffirmation of Obligations by Borrower.  Borrower hereby (a) ratifies and confirms all of its Obligations under the Credit Agreement and each of the other Loan Documents, and acknowledges and agrees that such Obligations remain in full force and effect, and (b) ratifies, reaffirms and reapproves in favor of Lender the terms and provisions of the Credit Agreement and each of the other Loan Documents, including (without limitation), its pledges and other grants of Liens and security interests pursuant to the Loan Documents.


 


7. Release and Indemnification.


 


(a) Borrower hereby fully, finally, and forever releases and discharges Lender, and its successors, assigns, directors, officers, employees, agents and representatives, from any and all causes of action, claims, debts, demands and liabilities, of whatever kind or nature, in law or equity, of Borrower, whether now known or unknown to Borrower in respect of (i) the Obligations under the Credit Agreement and each of the other Loan Documents or (ii) the actions or omissions of Lender in any manner related to the Obligations under the Credit Agreement and each of the other Loan Documents; provided that this Section shall only apply to and be effective with respect to events or circumstances existing or occurring prior to and including the date of this Amendment.


 


(b) Without limiting Section 7.3 of the Credit Agreement, Borrower hereby agrees to indemnify, defend, and hold harmless Lender and its successors, assigns, directors, officers, employees, agents and representatives (each an “Indemnified Party” and collectively the “Indemnified Parties”) from and against any and all accounts, covenants, agreements, obligations, claims, debts, liabilities, offsets, demands, costs, expenses, actions or causes of action of every nature, character and description, whether arising at law or equity or under statute, regulation or otherwise, and whether liquidated or unliquidated, contingent or noncontingent, known or unknown, suspected or unsuspected (“Claims”), arising from or made under any legal theory, which any of Indemnified Parties may incur as a direct or indirect consequence of or in relation to any acts or omissions of Borrower arising from or relating to any of: (i) the Credit Agreement; (ii) the Loan Documents; (iii) this Amendment; or (iv) any documents executed by Borrower in connection with this Amendment.  Should any Indemnified Party incur any such Claims, or defense of or response to any Claims or demand related thereto, the amount thereof, including costs, expenses and attorneys’ fees, shall be added to the amounts due under the Loan Documents, and shall be secured by any and all liens created under and pursuant to the Loan Documents.  This indemnity shall survive until the Obligations have been indefeasibly paid in full and the termination, release or discharge of Borrower.  To the extent permissible under applicable law, this indemnity shall not limit any other rights of indemnification, subrogation or assignment, whether explicit, implied, legal or equitable, that any Indemnified Party may have.


 


8. No Waiver. This Amendment does not constitute a waiver by Lender of Borrower’s compliance with any covenants, or a waiver of any Defaults or Events of Default, under the Credit Agreement or any of the Loan Documents, and shall not entitle the Borrower to any amendments or waivers in the future.


 


9. Miscellaneous. Article VIII of the Credit Agreement is hereby incorporated by reference into this Amendment.


 


[Signature Pages Follow]


 




  





3











  






 


Borrower and Lender have executed this Amendment to Credit Agreement as of the date first above written.


 



	HEXAGON, LLC	 	RECOVERY ENERGY, INC.	 
	By:  Hexagon, Inc., its Manager	 	 	 
	 	 	 	 	 	 
	By:	
/s/ Brian Fleischmann

	 	 By:	
/s/ A/ Bradley Gabbard

	 
	 	

Brian Fleischmann



	 	 	

A. Bradley Gabbard



	 
	 	
Executive Vice President

	 	 	

Chief Financial Officer



	 





 



[Signature Page to Amendment to Credit Agreement #3]


 


 

4