EX-10.2



 Exhibit 10.2 
 Execution Version 
  

 
 SECOND AMENDMENT TO

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

Dated April 25, 2011 
 Among 
 RESOLUTE ENERGY CORPORATION, 

as Borrower, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent,

 and 
 The Lenders Party Hereto 
  

 







 THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Second Amendment”), dated as of April 25, 2011, is by and among Resolute Energy Corporation, a Delaware corporation (the “Borrower”), and 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 March 30, 2010, as amended by First Amendment to Second Amended and Restated Credit Agreement dated April 18, 2011 (as the same may be 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 to lower the Applicable Margin for the interest rates; 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 and to take such other actions 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 Second Amendment and not defined herein shall have the meaning assigned to such term in the Credit Agreement.

 ARTICLE II 
 Amendments 
 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: 
 ““Second Amendment” means that certain Second
Amendment to Second Amended and Restated Credit Agreement, dated as of April 25, 2011, among the Borrower, the Administrative Agent and the other Lenders party thereto.” 







 ““Second Amendment Effective Date” means the first
Business Day on which all of the conditions precedent set forth in Article III of the Second Amendment shall have been satisfied.” 
 (b) The definition of “Agreement” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof: 

““Agreement” means this Credit Agreement, as amended by the First Amendment and the Second
Amendment, as the same may from time to time be amended, modified, supplemented or restated.” 
 (c) The definition of
“Applicable Margin” in Section 1.02 of the Credit Agreement is hereby amended by deleting “Borrowing Base Utilization Grid” in its entirety and inserting the following in lieu thereof: 

 

																					
	 Borrowing Base Utilization
Grid
	 
	 Borrowing Base Utilization Percentage
	  	<25%	 	 	>25%, but
<50%	 	 	>50%, but
<75%	 	 	>75%, but
<90%	 	 	>90%	 
	 ABR Loans
	  	 	0.750	% 	 	 	1.000	% 	 	 	1.250	% 	 	 	1.500	% 	 	 	1.750	% 
	 Eurodollar Loans
	  	 	1.750	% 	 	 	2.000	% 	 	 	2.250	% 	 	 	2.500	% 	 	 	2.750	% 
	 Commitment Fee
	  	 	0.375	% 	 	 	0.500	% 	 	 	0.500	% 	 	 	0.500	% 	 	 	0.500	% 

 Section 2.02 Scheduled Redetermination of the Borrowing Base. As of the Scheduled
Redetermination as April 2011, effective as of April 25, 2011, and subject to later redeterminations as provided in the Credit Agreement, the Borrowing Base is $300,000,000. 

ARTICLE III 

Conditions Precedent 
 This Second Amendment shall be subject to the satisfaction of the following conditions precedent: 
 (a) The Borrower, each of the Guarantors and each of the Lenders shall have executed and delivered counterparts of this Second Amendment. 

(b) The Borrower shall have paid to the Administrative Agent (for the pro rata account of each Lender based on each Lender’s
Applicable Percentage) an aggregate Borrowing Base increase fee equal to 0.325% of the amount of the $40,000,000 increase in the Borrowing Base. 

  
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 ARTICLE IV 
 Representations and Warranties 
 The Borrower hereby represents and
warrants to each Lender that: 
 (a) Each of the representations and warranties made by the Borrower under the Credit Agreement
and each other Loan Document is true and correct on and as of the actual date of execution of this Second Amendment by the Borrower, 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) At the time of, and immediately after giving effect to, this Second
Amendment, no Default has occurred and is continuing. 
 (c) The execution, delivery and performance by the Borrower of this
Second Amendment have been duly authorized by the Borrower. 
 (d) This Second Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 
 (e) The execution,
delivery and performance by the Borrower of this Second 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 the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Second 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 the Borrower 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 the
Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Restricted Subsidiary and (iv) will not result in the creation or imposition of any Lien on
any Property of the Borrower or any Restricted Subsidiary (other than the Liens created by this Second Amendment or the Loan Documents). 
 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 and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Second 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 Second 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. All references to the Credit Agreement shall be deemed to mean the Credit Agreement as modified hereby. The parties hereto agree to be bound by the terms and conditions of the Credit Agreement and Loan Documents as amended by
this Second 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 Second 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 Second Amendment. 

  
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 Section 5.02 GOVERNING LAW. THIS SECOND 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 Second 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 Second Amendment are hereby incorporated into this Second Amendment in their entirety. 

Section 5.04 Payment of Expenses. 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 Second 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 Second Amendment and the Credit Agreement. 

Section 5.05 Entire Agreement. This Second 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 Second Amendment is a Loan Document executed
under the Credit Agreement. 
 Section 5.06 Counterparts. This Second 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
Second Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart thereof. 

  
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 Section 5.07 Successors. The execution and delivery of this Second Amendment by
any Lender shall be binding upon each of its successors and assigns. 
 [Signatures Begin on Next Page] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second 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

		 		 		 	Theodore Gazulis,
		 		 		 	Senior Vice President – Finance 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
				
		 		 	By:	 	 /s/ Theodore Gazulis

		 		 		 	Theodore Gazulis,
		 		 		 	Senior Vice President – Finance and Chief Financial Officer

 Signature Page to 
 Second 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/ Oleg Kogan

		 		 	Oleg Kogan
		 		 	Vice President
			
	LENDER:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Oleg Kogan

		 		 	Oleg Kogan
		 		 	Vice President


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









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

		 		 	Name:	 	Gumaro Tijerina
		 		 	Title:	 	Director


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	DEUTSCHE BANK TRUST COMPANY AMERICAS
				
		 		 	By:	 	 /s/ Michael Getz

		 		 	Name:	 	Michael Getz
		 		 	Title:	 	Vice President
				
		 		 	By:	 	 /s/ Enrique Landacta

		 		 	Name:	 	Enrique Landacta
		 		 	Title:	 	Vice President


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	UBS LOAN FINANCE LLC
				
		 		 	By:	 	 /s/ Mary E. Evans

		 		 	Name:	 	Mary E. Evans
		 		 	Title:	 	Associate Director
				
		 		 	By:	 	 /s/ Irja R. Otsa

		 		 	Name:	 	Irja R. Otsa
		 		 	Title:	 	Associate Director


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	UNION BANK, N.A.
				
		 		 	By:	 	 /s/ Douglas Gale

		 		 	Name:	 	Douglas Gale
		 		 	Title:	 	Vice President


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	BNP PARIBAS
				
		 		 	By:	 	 /s/ Russell Otts

		 		 	Name:	 	Russell Otts
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Edward Pak

		 		 	Name:	 	Edward Pak
		 		 	Title:	 	Director


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	U.S. BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	 /s/ Tyler Fauerbach

		 		 	Name:	 	Tyler Fauerbach
		 		 	Title:	 	Vice President


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	BARCLAYS BANK PLC
				
		 		 	By:	 	 /s/ Allen Huang

		 		 	Name:	 	Allen Huang
		 		 	Title:	 	AVP


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	COMERICA BANK
				
		 		 	By:	 	 /s/ Paul Edmonds

		 		 	Name:	 	Paul Edmonds
		 		 	Title:	 	Vice President


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	CAPITAL ONE, N.A.
				
		 		 	By:	 	 /s/ Nancy M. Mak

		 		 	Name:	 	Nancy M. Mak
		 		 	Title:	 	Vice President


  
 Signature Page
to 
 Second Amendment to Second Amended and Restated Credit Agreement 









							
	LENDER:	 		 	CITIBANK, N.A.
				
		 		 	By:	 	 /s/ Jim Reilly

		 		 	Name:	 	Jim Reilly
		 		 	Title:	 	Vice President


  
 Signature Page
to 
 Second 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 
 Second Amendment to Second Amended and Restated Credit Agreement