exv10w10



 





Exhibit 10.10




June 14, 2007




The Frost National Bank

777 Main Street, Suite 500

Fort Worth, Texas 76102




Attention: Mr. John S. Warren




	 	 	 	 	 
	 

	 	Re:
	 	Amendment to Amended and Restated Credit Agreement dated as of February 15,
2007 between Approach Resources I, LP, The Frost National Bank, as Administrative
Agent, and the Lenders parties thereto






Gentlemen:



     Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of
February 15, 2007 between Approach Resources I, LP (“Borrower”), The Frost National Bank, as
Administrative Agent (“Agent”), and the Lenders parties thereto (as amended hereby, the “Loan
Agreement”). All capitalized terms herein shall have the meanings ascribed to them in the Loan
Agreement.



     Pursuant to this letter amendment (the “Amendment”), Agent, Lenders and Borrower agree,
effective as of June 14, 2007, to amend the Loan Agreement according to the terms and provisions
set forth below.



     1. Amendment to Definition of Maturity Date. The defined term “Maturity Date” as set
forth in Section 1.1 of the Loan Agreement is amended in its entirety to read as follows:



          “Maturity Date” shall mean July 31, 2010.




     2. Extension Fee. As consideration for, and as a condition precedent to, Lenders’
agreement to extend the Maturity Date according to this Amendment, Borrower agrees to pay to Agent
upon its execution of this Amendment, for the ratable benefit of Lenders, a fee in the amount of
$62,500.



     3. Ratification by Guarantors. Each Guarantor hereby ratifies and reaffirms all of
its obligations under its Guaranty Agreement (the “Guaranty”) of Borrower’s obligations under the
Loan Agreement, as amended hereby. Each Guarantor also hereby agrees that nothing in this
Amendment shall adversely affect any right or remedy of Bank under the Guaranty and that the
execution and delivery of this Amendment shall in no way change or modify its obligations as
guarantor under the Guaranty. Although each Guarantor has been informed by Borrower of the matters
set forth in this Amendment and such Guarantor has acknowledged and agreed to the same, such
Guarantor understands that Bank has no duty to notify such Guarantor or to seek such Guarantor’s
acknowledgment or agreement, and nothing contained herein shall create such a duty as to any
transaction hereafter.



     4. Confirmation and Ratification. Except as affected by the provisions set forth
herein, the Loan Agreement shall remain in full force and effect and is hereby ratified and



 









 







confirmed by Borrower. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right, power or remedy of
the Bank under the Loan Agreement or the other Loan Documents.



     5. Reference to Loan Agreement. Each of the Loan Agreement and the Loan Documents,
and any and all other agreements, documents or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are
hereby amended so that any reference in the Loan Agreement, the Loan Documents and such other
documents to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.



     6. Final Agreement. THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL
PROMISSORY NOTES AND OTHER LOAN DOCUMENTS EXECUTED PURSUANT THERETO OR HERETO, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.



     Please signify your acceptance to the foregoing terms and provisions by executing a copy of
this Amendment at the space provided below.



[SIGNATURE PAGES TO FOLLOW]




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	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	APPROACH RESOURCES I, LP,

a Texas limited partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Approach Operating LLC.,

a Delaware limited liability

company, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Approach Resources, Inc.,

a Delaware corporation,

its sole member	 	 
	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Ross Craft	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	J. Ross Craft, President	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	APPROACH OPERATING, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Approach Resources, Inc., a Delaware

corporation, its sole member	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Ross Craft	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	J. Ross Craft, President	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	APPROACH DELAWARE, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Approach Resources, Inc., a
Delaware
corporation, its sole member	 	 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Ross Craft	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	J. Ross Craft, President	 	 






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ACCEPTED AND AGREED TO

effective as of the date and year

first above written:




AGENT:




THE FROST NATIONAL BANK




	 	 	 	 	 
	By:

	 	/s/ John S. Warren
	 	 
	 

	 	 	 	 
	 

	 	John S. Warren, Senior Vice President	 	 






LENDERS:




THE FROST NATIONAL BANK




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ John S. Warren	 	 
	 

	 	 	 	 
	 

	 	John S. Warren, Senior Vice President	 	 






JPMORGAN CHASE BANK, NA




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ Wm. Mark Cranmer	 	 
	 

	 	 	 	 
	 

	 	Wm. Mark Cranmer, Senior Vice President	 	 







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