Exhibit 10.1


 


AMENDMENT NO. 1


 


TO


 


AGREEMENT AND PLAN OF MERGER


 


THIS
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”)
is made and entered into this 24th day of February, 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 (the “Original Agreement”);


 


WHEREAS,
Parent and Target desire to amend the Original Agreement to extend the
Termination Date to April 30, 2010; and


 


WHEREAS,
pursuant to Section 11.12 of the Original Agreement, the Original
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 Original
Agreement.  All references to the “Agreement”
in the Original Agreement shall be deemed to refer to the Original Agreement,
as amended by this Amendment.


 


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


 


“              (b)           by
either Parent or Target if the Effective Time has not occurred on or before April 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 Original
Agreement.  The Original 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.


 

















 


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/
  Dennis Hammond

  
	
   

  	
  Name:

  	
  Dennis
  Hammond

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RESACA
  ACQUISITION SUB, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis Hammond

  
	
   

  	
  Name:

  	
  Dennis
  Hammond

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANO
  PETROLEUM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  S. Jeffrey Johnson

  
	
   

  	
  Name:

  	
  S.
  Jeffrey Johnson

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer