Exhibit 10.1


 





Execution Version







 


FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of November
27, 2019, by and among RING ENERGY INC., a Nevada corporation (the “Borrower”), each of the Lenders which
is signatory hereto, and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, together with its successors
in such capacity “Administrative Agent”) and as Issuing Bank under the Credit Agreement referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower,
Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of April 9, 2019
(as amended by this Amendment and as further amended, modified or restated from time to time, the “Credit Agreement”),
whereby upon the terms and conditions therein stated the Lenders have agreed to make certain loans to the Borrower upon the terms
and conditions set forth therein;


 


WHEREAS, the Borrower
has requested that the Lenders amend the Credit Agreement as set forth below; and


 


WHEREAS, subject to
the terms and conditions hereof, the Lenders are willing to agree to the amendments to the Credit Agreement as set forth herein.


 


NOW, THEREFORE, for
and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:


 


SECTION
1.        Definitions.
Unless otherwise defined in this Amendment, each capitalized term used herein but not otherwise
defined herein has the meaning given such term in the Credit Agreement. The interpretive provisions set forth in Sections 1.2,
1.3 and 1.4 of the Credit Agreement shall apply to this Amendment.


 


SECTION
2.        Amendments
to Credit Agreement. Effective on the Amendment Effective Date, the Credit Agreement is hereby amended as follows:


 


(a)               
 Section 1.1 of the Credit Agreement is amended by adding the following new definition in proper alphabetical order:


 


“Fall
2019 Scheduled Redetermination Reserve Report” means the Reserve Report delivered by the Borrower to the Administrative
Agent pursuant to clauses (a) and (c) of Section 5.13 for the November 1, 2019 Scheduled Redetermination.


 


(b)               
 The definition of “Required Hedges” in Section 1.1 of the Credit Agreement is amended and restated in
its entirety as follows:


 


“Required
Hedges” means Swap Agreements entered into by the Borrower at prices reasonably acceptable to the Administrative Agent
in respect of crude oil and natural gas, on not less than 50% (or such immaterially lower percentage as the Administrative Agent
may agree in its sole discretion) of the projected production from the Loan Parties proved, developed, producing Oil and Gas Properties
as reflected in the Fall 2019 Scheduled Redetermination Reserve Report, through December 31, 2021.


 






     


     


    

 


(c)               
Section 5.20 of the Credit Agreement is amended and restated in its entirety as follows:


 


“Section
5.20. Minimum Hedging. The Borrower will, (a) within thirty (30) days (or such later date as the Administrative Agent
may agree in its sole discretion) after November 27, 2019, enter into the Required Hedges for the time period through December
31, 2020 and provide reasonably satisfactory evidence thereof to the Administrative Agent and (b) within sixty (60) days (or such
later date as the Administrative Agent may agree in its sole discretion) after November 27, 2019, enter into the Required Hedges
for the time period from January 1, 2021 through December 31, 2021 and provide reasonably satisfactory evidence thereof to the
Administrative Agent.”


 


SECTION
3.        Borrowing
Base(a). Effective on the Amendment Effective Date, the Borrowing Base is reaffirmed
at $425,000,000 until the next redetermination or adjustment thereof pursuant to the Credit Agreement. The Borrowing Base redetermination
provided for by this Amendment is the Scheduled Redetermination for November 1, 2019. This Amendment shall serve as a New Borrowing
Base Notice under the Credit Agreement.


 


SECTION
4.        Conditions
of Effectiveness(a).


 


(a)               
This Amendment shall become effective as of the date (the “Amendment Effective Date”) that
each of the following conditions precedent shall have been satisfied:


 


(1)               
The Administrative Agent shall have received (which may be by electronic transmission), in form and substance satisfactory
to the Administrative Agent, a counterpart of this Amendment which shall have been executed by the Administrative Agent, the Issuing
Bank, the Lenders and the Borrower (which may be by PDF transmission);


 


(2)               
Each of the representations and warranties set forth in Section 5 of this Amendment shall be true and
correct as of the Amendment Effective Date;


 


(3)               
Since December 31, 2018, there has been no event or condition that has occurred and is continuing that has or could
reasonably be expected to have a Material Adverse Effect; and


 


(4)               
Borrower shall have paid all fees and expenses due to the Lenders and the Administrative Agent (including, but not
limited to, reasonable attorneys’ fees of counsel to the Administrative Agent).


 


(b)               
Without limiting the generality of the provisions of Sections 3.1 and 3.2 of the Credit Agreement, for purposes of
determining compliance with the conditions specified in Section 4(a), each Lender that has signed this Amendment
(and its permitted successors and assigns) shall be deemed to have consented to, approved or accepted, or to be satisfied with,
each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless
the Administrative Agent shall have received written notice from such Lender prior to the proposed Amendment Effective Date specifying
its objection thereto.


 


(c)               
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date.


 






     


     


    

 


SECTION
5.        Representations
and Warranties. The Borrower represents and warrants to Administrative Agent and the Lenders, with full knowledge that
such Persons are relying on the following representations and warranties in executing this Amendment, as follows:


 


(a)               
It has the organizational power and authority to execute, deliver and perform this Amendment, and all organizational
action on the part of it requisite for the due execution, delivery and performance of this Amendment has been duly and effectively
taken.


 


(b)               
The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed
and delivered to the Administrative Agent and the Lenders in connection with this Amendment to which it is a party constitute the
legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms
except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’
rights generally or by equitable principles relating to enforceability.


 


(c)               
This Amendment does not and will not conflict with any provisions of any of the articles or certificate of incorporation,
bylaws, and other organizational and governing documents of the Borrower.


 


(d)               
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower
of this Amendment.


 


(e)               
At the time of and immediately after giving effect to this Amendment, the representations and warranties of the Borrower
contained in Article IV of the Credit Agreement or in any other Loan Document are true and correct in all material respects (other
than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which
case such representations and warranties shall be true and correct in all respects), except that any representation and warranty
which by its terms is made as of a specified date shall be required to be so true and correct in all material respects only as
of such specified date.


 


(f)                
At the time of and immediately after giving effect to this Amendment, no Default, Event of Default or Borrowing Base
Deficiency exists.


 


(g)               
Since December 31, 2018, there has been no event or circumstance which has had or could reasonably be expected to
have a Material Adverse Effect.


 


(h)               
As of the Amendment Effective Date, notwithstanding any provision in any Collateral Document to the contrary, no
Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable
Flood Insurance Regulation) included in the definition of “Mortgaged Property” or “collateral” or similar
definition in any Collateral Document and no Building or Manufactured (Mobile) Home is encumbered by any Collateral Document. As
used in this paragraph, “Building” means any Building or Manufactured (Mobile) Home, in each case as defined in the
applicable Flood Insurance Regulations); and “Flood Insurance Regulations” means (I) the National Flood Insurance Act
of 1968 as now or hereafter in effect or any successor statute thereto, (II) the Flood Disaster Protection Act of 1973 as now or
hereafter in effect or any successor statute thereto, (III) the National Flood Insurance Reform Act of 1994 (amending 42 USC §
4001, et seq.), as the same may be amended or recodified from time to time, and (IV) the Flood Insurance Reform Act of 2004 and
any regulations promulgated thereunder.


 






     


     


    

 


SECTION
6.        Miscellaneous.


 


(a)               
Reference to the Credit Agreement. Upon the effectiveness hereof, on and after the date hereof, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,”
or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.


 


(b)               
Effect on the Credit Agreement; Ratification. Except as specifically amended by this Amendment, the
Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed. By its acceptance hereof, the Borrower
hereby ratifies and confirms each Loan Document to which it is a party in all respects, after giving effect to the amendments set
forth herein.


 


(c)               
Extent of Amendments. Except as otherwise expressly provided herein, the Credit Agreement and the other
Loan Documents are not amended, modified or affected by this Amendment. The Borrower hereby ratifies and confirms that (i) except
as expressly amended hereby, all of the terms, conditions, covenants, representations, warranties and all other provisions of the
Credit Agreement remain in full force and effect, (ii) each of the other Loan Documents are and remain in full force and effect
in accordance with their respective terms, and (iii) the Collateral and the Liens on the Collateral securing the Obligations are
unimpaired by this Amendment and remain in full force and effect.


 


(d)               
Loan Documents. The Loan Documents, as such may be amended in accordance herewith, are and remain legal,
valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms. This Amendment is
a Loan Document.


 


(e)               
Claims. As additional consideration to the execution, delivery, and performance of this Amendment by
the parties hereto and to induce Administrative Agent and Lenders to enter into this Amendment, the Borrower represents and warrants
that, as of the date hereof, it does not know of any defenses, counterclaims or rights of setoff to the payment of any Obligations
of the Borrower to Administrative Agent, Issuing Bank or any Lender.


 


(f)                
Execution and Counterparts. This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment
by facsimile or pdf shall be equally as effective as delivery of a manually executed counterpart.


 


(g)               
Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby and thereby
shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof)
of the State of Texas.


 


(h)               
Headings. Section headings in this Amendment are included herein for convenience and reference only
and shall not constitute a part of this Amendment for any other purpose.


 


SECTION
7.        NO
ORAL AGREEMENTS. THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES TO THE LOAN DOCUMENTS
SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES
ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AMENDMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY THE BORROWER,
ADMINISTRATIVE AGENT, ISSUING BANK AND/OR LENDERS REPRESENT THE FINAL AGREEMENT BETWEEN SUCH PARTIES, AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
SUCH PARTIES.


 


SECTION
8.        No
Waiver. The Borrower hereby agrees that no Event of Default and no Default has been waived or remedied by the execution
of this Amendment by the Administrative Agent or any Lender. Nothing contained in this Amendment nor any past indulgence by the
Administrative Agent, Issuing Bank or any Lender, nor any other action or inaction on behalf of the Administrative Agent, Issuing
Bank or any Lender, (i) shall constitute or be deemed to constitute a waiver of any Defaults or Events of Default which may exist
under the Credit Agreement or the other Loan Documents, or (ii) shall constitute or be deemed to constitute an election of remedies
by the Administrative Agent, Issuing Bank or any Lender, or a waiver of any of the rights or remedies of the Administrative Agent,
Issuing Bank or any Lender provided in the Credit Agreement, the other Loan Documents, or otherwise afforded at law or in equity.


 


Signatures Pages Follow


 




     


     


    


 


 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


 





	 	RING ENERGY INC.,
	 	as Borrower
	 	 	 
	 	 	 
	 	By:	/s/ William R. Broaddrick
	 	 	William R. Broaddrick
	 	 	Vice President and Chief Financial Officer







 


 


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 


 





	 	SUNTRUST BANK,
	 	as Administrative Agent, as Issuing Bank and as a Lender
	 	 	 
	 	By:	/s/ Ben Brown
	 	 	Name:  Ben Brown
	 	 	Title: Director


 


 







 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 





 





	 	BBVA
    USA (F/K/A Compass Bank),
	 	as a Lender
	 	 	 
	 	By:	/s/ Julia Barnhill
	 	 	Name:  Julia Barnhill
	 	 	Title:  Vice President


 


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 


 





	 	IBERIABANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Stacey Goldstein
	 	 	Name: Stacey Goldstein
	 	 	Title: Senior Vice President


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 





 


 





	 	BMO HARRIS BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ James V. Ducote
	 	 	Name: James V. Ducote
	 	 	Title: Managing Director





 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 





 





	 	Canadian Imperial Bank of Commerce, 

New York Branch,
	 	as a Lender
	 	 	 
	 	By:	/s/ Donovan C. Broussard
	 	 	Name: Donovan C. Broussard
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	By:	/s/ Scott W. Danvers
	 	 	Name: Scott W. Danvers
	 	 	Title: Authorized Signatory


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 





 





	 	KeyBank National Association,
	 	as a Lender
	 	 	 
	 	By:	/s/ David M. Bornstein
	 	 	Name: David M. Bornstein
	 	 	Title: Senior Vice President


 


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 


 





	 	Zions
Bancorporation, N.A. dba Amegy Bank,
	 	as a Lender
	 	 	 
	 	By:	/s/ John Moffitt
	 	 	Name: John Moffitt
	 	 	Title: Vice President


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 


 





	 	U.S.
Bank National Association,
	 	as a Lender
	 	 	 
	 	By:	/s/ Bruce E. Hernandez 
	 	 	Name: Bruce E. Hernandez
	 	 	Title: Senior Vice President


 


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 


 





	 	Cadence
Bank,
	 	as a Lender
	 	 	 
	 	By:	/s/ Eric Broussard
	 	 	Name: Eric Broussard
	 	 	Title: Executive Vice President


 


 


 


 




    Signature Page to First Amendment to Amended
and Restated Credit Agreement


Ring Energy, Inc.



 


     


    


 


 








	 	CrossFirst
Bank,
	 	as a Lender
	 	 	 
	 	By:	/s/ Chris Cardoni
	 	 	Name: Chris Cardoni
	 	 	Title: Energy Bank President


 


 




 






    Signature Page to First Amendment to Amended and Restated Credit Agreement
Ring Energy, Inc.