Exhibit 10.1


 


FIFTH AMENDMENT TO

CREDIT AGREEMENT


 


THIS FIFTH AMENDMENT
TO CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated as of June 14, 2018, 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 Credit Agreement dated as of July 1, 2014, as amended by that
certain First Amendment to Credit Agreement, dated as of June 26, 2015, that certain Second Amendment to Credit Agreement dated
as of July 24, 2015, that certain Third Amendment to Credit Agreement dated as of May 18, 2016, and that certain Fourth Amendment
to Credit Agreement dated as of May 24, 2017 (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, Schedule II to
the Credit Agreement is hereby replaced with Schedule II attached hereto.


 


SECTION
3.      Borrowing Base. Effective on the Amendment Effective Date, the
Borrowing Base is increased to $175,000,000 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 May 1, 2018.


 


SECTION
4.      Reallocation of Maximum Credit Amount. Effective on the
Amendment Effective Date, the Administrative Agent, the Borrower, the Lenders and Issuing Bank consent to the following: (i) the
reallocation of the Maximum Loan Amounts so that each Lender’s Maximum Loan Amount and Pro Rata Share is as set forth on
Schedule II attached hereto, and (ii) the reallocation of the participations in Letters of Credit in accordance with each
Lender’s Pro Rata Share as set forth on Schedule II attached hereto. On the Amendment Effective Date after giving
effect to such reallocation of the Maximum Loan Amounts, the Maximum Loan Amount and Pro Rata Share of each Lender shall be as
set forth on Schedule II attached hereto. The reallocation of the Maximum Loan Amounts among the Lenders shall be deemed
to have been consummated on the Amendment Effective Date pursuant to the terms of the Assignment and Acceptance attached as Exhibit A
to the Credit Agreement as if the Lenders had executed an Assignment and Acceptance with respect to such reallocation. The Administrative
Agent hereby waives the $3,500.00 processing fee set forth in Section 10.4(b)(iv)(B) of the Credit Agreement with
respect to the assignments and reallocations contemplated by this Section 4.


 






     


     


    

 


SECTION
5.      Conditions of Effectiveness.


 


(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 6 of this Amendment shall be true and correct;


 


(3)       Since
December 31, 2017, there has been no event or condition that has had 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 3(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
6.      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 violate 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)       Before
and 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).


 


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


 


(g)       Since
December 31, 2017, 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
7.      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
8.      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
9.      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	 
	 	 	Name: William R. Broaddrick
Title: CFO



 



    Signature Page to Fifth Amendment to Credit Agreement
Ring Energy, Inc.


     


    


 





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



 



    Signature Page to Fifth Amendment to Credit Agreement
Ring Energy, Inc.


     


    


 





	 	COMPASS BANK,	 
	 	as a Lender	 
	 	 	 
	 	 	 
	 	By: 	/s/ Gabriela Azcarate	 
	 	 	Name: Gabriela Azcarate
Title: Vice President



 



    Signature Page to Fifth Amendment to Credit Agreement
Ring Energy, Inc.


     


    




 





 


	 	IBERIABANK,	 
	 	as a Lender	 
	 	 	 
	 	 	 
	 	By: 	/s/ Moni Collins	 
	 	 	Name: Moni Collins
Title: Senior Vice President, Energy Lending



 




    Signature Page to Fifth Amendment to Credit Agreement
Ring Energy, Inc.


     


    

 





 


	 	CROSSFIRST BANK,	 
	 	as a Lender	 
	 	 	 
	 	 	 
	 	By: 	/s/ Chris Cardoni	 
	 	 	Name: Chris Cardoni
Title: President



 



    Signature Page to Fifth Amendment to Credit Agreement
Ring Energy, Inc.


     


    




 


 


	 	Bank Midwest, a division of
NBH Bank,	 
	 	as a Lender	 
	 	 	 
	 	 	 
	 	By: 	/s/ Sarah E. Burchett	 
	 	 	Name: Sarah E. Burchett
Title: Managing Director



 



    Signature Page to Fifth Amendment to Credit Agreement
Ring Energy, Inc.


     


    

 


	 	CADENCE BANK,	 
	 	as a Lender	 
	 	 	 
	 	 	 
	 	By: 	/s/ Kyle Gruen	 
	 	 	Name: Kyle Gruen
Title: AVP





 




    Signature Page to Fifth Amendment to Credit Agreement
Ring Energy, Inc.


     


    

 


SCHEDULE II


 


Maximum Loan Amounts


 


	Lender	Pro Rata

Share	Pro Rata Share of

Borrowing Base	Maximum

Loan Amount
	SunTrust Bank	40.000000%	$70,000,000.00	$200,000,000.00
	Compass Bank	20.000000%	$35,000,000.00	$100,000,000.00
	IBERIABANK	17.142857%	$30,000,000.00	$85,714,285.71
	CrossFirst Bank	9.142857%	$16,000,000.00	$45,714,285.71
	NBH Bank	6.857143%	$12,000,000.00	$34,285,714.29
	Cadence Bank	6.857143%	$12,000,000.00	$34,285,714.29
	TOTAL	100.000000%	$175,000,000.00	$500,000,000.00


 



    Schedule II