Exhibit 10.64


 





 


July 10, 2009


 


ConocoPhillips Company


505 N. Big Spring Street,
Suite 600


Midland, TX 79701


 


Attention: Mark Hunter


 


Re:       Resaca Contract Number: RES-0016LS

ConocoPhillips Contract Number:


 


Resaca and ConocoPhillips
mutually agree to amend the subject contract by end-dating the Grand Clearfork
Unit effective August 1, 2009. All other terms and conditions remain
unchanged.


 


	
  QUALITY:

  	
  West Texas Sour type
  crude oil.

  
	
   

  	
   

  
	
  TERM:

  	
  September 1, 2008
  through September 30, 2008 and continuing thereafter until cancelled by
  either party with 30 days written notice.

  
	
   

  	
   

  
	
  QUANTITY:

  	
  All Resaca
  Exploitation, Inc.’s owned or controlled interest in the leases as
  represented by the attached Exhibit A. The current volume is estimated
  to be approximately 550 barrels per day.

  
	
   

  	
   

  
	
  DELIVERY:

  	
  Title and risk of loss
  shall transfer to ConocoPhillips as the crude exits the lease tankage into
  ConocoPhillips’s designated carrier.

  
	
   

  	
   

  
	
  PRICE:

  	
  ConocoPhillips shall
  hold the basic Division Order and pay Resaca and Resaca’s burdens for each
  barrel of crude oil delivered ***** ***** ***** ***** ***** ***** ***** *****
  ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** ***** *****
  ***** ***** ***** (1) less the transportation and handling deduction listed
  on the attached Exhibit A. For pricing purposes all oil shall be
  considered to have been delivered in “equal daily quantities”.

  
	
   

  	
   

  
	
  CONTACTS:

  	
  Resaca Marketing: Mary
  Frances Deibert, 713-753-1428 or fax 713-759-0805 ConocoPhillips Marketing: Mark
  Hunter, 432-682-8241 or fax (432) 686-7922

  
	
   

  	
   

  
	
  PAYMENT:

  	
  Payment shall be made
  based on crude oil pipeline meter statements or crude oil run tickets by wire
  transfer or other electronic transfer of funds on or before the 20th of the
  month following the month of delivery Wire transfer instructions are:

  
	
   

  	
   

  
	
   

  	
  Amegy Bank Texas

  
	
   

  	
  ABA: 113011258

  
	
   

  	
  A/C: 51895680

  
	
   

  	
  Account of Resaca

  
	
   

  	
  Reference: Lease
  Payment Detail

  
	
   

  	
   

  
	
  CREDIT:

  	
  ConocoPhillip’s
  compliance with Resaca’s credit policies and requirements shall be a
  condition precedent to Resaca’s obligation to deliver crude oil under this
  Agreement. Furthermore, when reasonable grounds for insecurity of payment

  



 


1331
LAMAR, SUITE #1450  HOUSTON, TEXAS 77010-3039


MAIN:
713.650.1246  FAX: 713.655.1711


WWW.RESACAEXPLOITATION.COM


 






(1) CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
BY RESACA EXPLOITATION, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.


 

















 


	
   

  	
  anse, Resaca may demand
  adequate assurance of payment, including, but not limited to, letters of
  credit, surety bonds or other guarantees acceptable to Resaca.

  
	
   

  	
   

  
	
  GENERAL

  	
   

  
	
  PROVISIONS:

  	
  All other terms and
  conditions not specifically stated shall be governed by Conoco’s General
  Provisions dated January 1, 1993.

  



 


Please acknowledge your
acceptance of this amendment by executing both originals provided and returning
one for our records within 10 (ten) business days.


 


Agreed to and accepted
by:


 


	
  Resaca Exploitation, Inc.

  	
   

  	
  ConocoPhillips Company

  
	
   

  	
   

  	
   

  
	
  /s/ Ralph E. Carthrae 

  	
   

  	
  /s/ Mark Hunter

  
	
  Ralph E. Carthrae 

  	
   

  	
  Name

  
	
  Vice President

  	
   

  	
  LEASE CRUDE RED. -
  CONOCOPHILLIPS.

  
	
   

  	
   

  	
  Title

  
	
  July 13, 2009

  	
   

  	
  7/17/2009

  
	
  Date

  	
   

  	
  Date

  



 

















 


Exhibit A


Contract
RES-0016LS between

Resaca Exploitation, Inc. (Buyer) and ConocoPhillips Company (Seller)

Effective September 1, 2008

as amended July 10, 2009


 


	
  Effective

  Date

  	
   

  	
  End

  Date

  	
   

  	
  Lease Name

  	
   

  	
  Operator

  	
   

  	
  County

  	
   

  	
  State

  	
   

  	
  Percent

  	
   

  	
  Transportation

  and Handling

  Deduction(2)

  	
   

  
	
  9/1/2008

  	
   

  	
   

  	
   

  	
  Cooper Jal Unit

  	
   

  	
  Torch

  	
   

  	
  Eddy

  	
   

  	
  NM

  	
   

  	
  90.608586

  	
   

  	
  *****

  	
   

  
	
  9/1/2008

  	
   

  	
   

  	
   

  	
  Edwards Field Grayburg
  Unit

  	
   

  	
  Torch

  	
   

  	
  Ector/Crane

  	
   

  	
  TX

  	
   

  	
  100

  	
   

  	
  *****

  	
   

  
	
  9/1/2008

  	
   

  	
  8/1/2009

  	
   

  	
  Grand Clearfork Unit

  	
   

  	
  Torch

  	
   

  	
  Pecos

  	
   

  	
  TX

  	
   

  	
  100

  	
   

  	
  *****

  	
   

  
	
  9/1/2008

  	
   

  	
   

  	
   

  	
  Eva Kayser

  	
   

  	
  Torch

  	
   

  	
  Ector

  	
   

  	
  TX

  	
   

  	
  100

  	
   

  	
  *****

  	
   

  



 






(2) CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
BY RESACA EXPLOITATION, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT
WITH “*****”.


 

















 





 


August 19, 2008


 


ConocoPhillips Company


505 N. Big Spring Street,
Suite 600


Midland, TX 79701


 


Attention: Mike Lumpkin


 


Re:       Resaca Contract Number: RES-0016LS

ConocoPhillips Contract Number:                         


 


We
are pleased to confirm the following agreement between Resaca Exploitation,
Inc. (Resaca). Setter, and ConocoPhillips Company (ConocoPhillips), Buyer,
whereby each agrees to sell and purchase crude oil and/or condensate under the
following terms and conditions:


 


	
  QUALITY:

  	
  West Texas Sour type
  crude oil.

  
	
   

  	
   

  
	
  TERM:

  	
  September 1, 2008
  through September 30, 2008 and continuing thereafter until cancelled by
  either party with 30 days written notice.

  
	
   

  	
   

  
	
  QUANTITY:

  	
  All Resaca
  Exploitation, Inc.’s owned or controlled interest in the leases as
  represented by the attached Exhibit A. The current volume is estimated
  to be approximately 550 barrels per day.

  
	
   

  	
   

  
	
  DELIVERY:

  	
  Title and risk of loss
  shall transfer to ConocoPhillips as the crude exits the lease tankage into
  ConocoPhillips’s designated carrier.

  
	
   

  	
   

  
	
  PRICE:

  	
  ConocoPhillips shall
  hold the basic Division Order and pay Resaca and Resaca’s burdens for each
  barrel of crude oil delivered **** **** **** **** **** **** **** **** (3) listed
  on the attached Exhibit A. For pricing purposes all oil shall be
  considered to have been delivered in “equal daily quantities”.

  
	
   

  	
   

  
	
  CONTACTS:

  	
  Resaca Marketing: Mary
  Frances Deibert, 713-753-1428 or fax 713-759-0805 ConocoPhillips Marketing: Mike
  Lumpkin, 432-682-8241 or fax 

  
	
   

  	
   

  
	
  PAYMENT:

  	
  Payment shall be made
  based on crude oil pipeline meter statements or crude oil run tickets by wire
  transfer or other electronic transfer of funds on or before the 20th of the
  month following the month of delivery. Wire transfer instructions are:

  



 


1331
LAMAR, SUITE #1450  HOUSTON, TEXAS 77010-3039


MAIN:
713.650.1246  FAX: 713.655.1711


WWW.RESACAEXPLOITATION.COM


 






(3) CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
BY RESACA EXPLOITATION, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION. 
OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “*****”.


 

















 


	
   

  	
  Amegy Bank Texas

  
	
   

  	
  ABA: 113011258

  
	
   

  	
  A/C: 51895680

  
	
   

  	
  Account of Resaca

  
	
   

  	
  Reference: Lease
  Payment Detail

  
	
   

  	
   

  
	
  CREDIT:

  	
  ConocoPhillip’s compliance
  with Resaca’s credit policies and requirements shall be a condition precedent
  to Resaca’s obligation to deliver crude oil under this Agreement. Furthermore,
  when reasonable grounds for insecurity of payment arise, Resaca may demand adequate
  assurance of payment, including, but not limited to, letters of credit,
  surety bonds or other guarantees acceptable to Resaca.

  
	
   

  	
   

  
	
  GENERAL

  	
   

  
	
  PROVISIONS:

  	
  All other terms and
  conditions not specifically stated shall be governed by Conoco’s General
  Provisions dated January 1, 1993.

  



 


This document evidences our understanding of
the agreement between Resaca and ConocoPhillips.  Please acknowledge your acceptance of this
agreement by executing both originals provided and returning one for our
records within 10 (ten) business days.


 


Agreed to and accepted
by:


 


	
  Resaca Exploitation, Inc.

  	
   

  	
  ConocoPhillips Company

  
	
   

  	
   

  	
   

  
	
  /s/ Ralph E. Carthrae 

  	
   

  	
  /s/ Mike Lumpkin

  
	
  Ralph E. Carthrae 

  	
   

  	
  Name Mike Lumpkin

  
	
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
  Lease Representative

  
	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  8-19-08

  	
   

  	
  8/25/08

  
	
  Date

  	
   

  	
  Date

  



 

















 


Exhibit A


Contract
RES-0016LS between

Resaca Exploitation, Inc. (Buyer) and ConocoPhillips Company (Seller)

Effective September 1, 2008


 


	
  Effective

  Date

  	
   

  	
  Lease Name

  	
   

  	
  Operator

  	
   

  	
  County

  	
   

  	
  State

  	
   

  	
  Percent

  	
   

  	
  Transportation

  and Handling

  Deduction (4)

  	
   

  
	
  9/1/2008

  	
   

  	
  Cooper Jal Unit

  	
   

  	
  Torch

  	
   

  	
  Eddy

  	
   

  	
  NM

  	
   

  	
  90.608586

  	
   

  	
  ****

  	
   

  
	
  9/1/2008

  	
   

  	
  Edwards Field Grayburg
  Unit

  	
   

  	
  Torch

  	
   

  	
  Ector/Crane

  	
   

  	
  TX

  	
   

  	
  100

  	
   

  	
  ****

  	
   

  
	
  9/1/2008

  	
   

  	
  Grand Clearfork Unit

  	
   

  	
  Torch

  	
   

  	
  Pecos

  	
   

  	
  TX

  	
   

  	
  100

  	
   

  	
  ****

  	
   

  
	
  9/1/2008

  	
   

  	
  Eva Kayser

  	
   

  	
  Torch

  	
   

  	
  Ector

  	
   

  	
  TX

  	
   

  	
  100

  	
   

  	
  ****

  	
   

  



 






(4) CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
BY RESACA EXPLOITATION, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT.  CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS
AGREEMENT WITH “*****”.