Exhibit 10.10 First Amendment




































FIRST AMENDMENT TO CREDIT AGREEMENT
AMONG
EVOLUTION PETROLEUM CORPORATION THE GUARANTOR PARTY HERETO
AND
TEXAS CAPITAL BANK, N.A.


Effective November 1, 2012



















TABLE OF CONTENTS
 



Page





ARTICLE I    DEFINITIONS AND INTERPRETATION    1
1.1        Terms Defined Above                                1
1.2        Terms Defined in Agreement.        1
1.3        References        1
1.4        Articles and Sections        2
1.5        Number and Gender        2
1.6        Negotiated Transaction        2
ARTICLE II    AMENDMENTS  TO AGREEMENT    2
2.1        Amendment to Section 2.9        2
2.2        Amendment to Section 5.4        2
ARTICLE III     CONDITIONS TO EFFECTIVENESS    3
ARTICLE IV     RATIFICATION AND ACKNOWLEDGEMENT    3
ARTICLE V    REPRESENTATIONS  AND WARRANTIES    3
ARTICLE VI     MISCELLANEOUS    3
6.1        Successors and Assigns        3
6.2        Rights of Third Parties        3
6.3        Counterparts        3
6.4        Integration        4
6.5        Invalidity        4
6.6        Governing Law        4












































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FIRST AMENDMENT TO CREDIT AGREEMENT


This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and entered into effective the 1st day of November, 2012 (the "Effective Date"), by and among EVOLUTION PETROLEUM CORPORATION, a Nevada corporation (the "Borrower"), NGS SUB. CORP., a Delaware corporation ("NGS Sub"), TERTIAIRE RESOURCES COMPANY, a Texas corporation ("Tertiaire"), NGS TECHNOLOGIES, INC., a Delaware corporation ("NGS Technologies"), EVOLUTION OPERATING CO.,  INC., a Texas corporation ("Evolution Operating," and NGS Sub, Tertiaire, NGS Technologies and Evolution  Operating, collectively, the "Initial Guarantors"), and TEXAS CAPITAL BANK, N.A.,  a national  banking  association (the  "Lender").


WITNESSTH:


WHEREAS, the Borrower, the Initial Guarantors and the Lender are parties to that certain Credit Agreement dated as of February 29, 2012 (the "Agreement");


WHEREAS, the Borrower has requested that the Lender waive the redetermination of the Borrowing Base and the Monthly Reduction Amount, respectively, to have occurred, pursuant to Section 2.9(b) of the Agreement, as soon as practicable following receipt by the Lender of the Reserve Report prepared as of January 1, 2012, and the Lender has agreed to do so as provided in this Amendment; and


WHEREAS, the Borrower and the Lender desire to amend the Agreement in the particulars hereinafter provided and the Initial Guarantors desire to join in execution of this Amendment to evidence their consent to such amendment;


NOW, THEREFORE, in consideration of the premises and  the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:







ARTICLE I 
DEFINITIONS  AND  INTERPRETATION


1.1    Terms Defined  Above.  As used in this First Amendment to Credit  Agreement, each of the terms "Agreement," "Amendment," "Borrower," "Effective Date,"  "Evolution Operating," "Initial Guarantors," "Lender," "NGS Sub," "NGS Technologies" and  "Tertiaire" shall have the meaning assigned to such term hereinabove.


1.2    Terms  Defined   in  Agreement.    Each  term  defined  in the  Agreement  and  used herein without definition shall have the meaning assigned to such term in the Agreement,  unless expressly provided to the contrary.


1.3    References. References in this Amendment to Schedule, Exhibit, Article, or Section numbers shall be to Schedules, Exhibits, Articles, or Sections of this Amendment, unless expressly stated to the contrary. References in this Amendment to "hereby," "herein," "hereinafter," "hereinabove," "herein below," "hereof " "hereunder" and words of similar import shall be to this Amendment in its entirety and not only to the particular Schedule, Exhibit,


Article, or Section in which such reference appears. Specific  enumeration  herein  shall  not exclude the general and, in such regard, the terms "includes" and "including" used herein shall mean "includes, without limitation," or "including, without limitation," as  the  case  may  be, where appropriate. Except as otherwise indicated, references in this Amendment to statutes, sections, or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding, or supplementing  the  statute,  section,  or regulation referred to. References in this Amendment to "writing" include printing, typing, lithography, facsimile reproduction, and other means of reproducing words in a tangible visible form. References in this Amendment to amendments and other contractual instruments shall be deemed to include all exhibits and appendices attached thereto and all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Amendment. References  in  this Amendment to Persons include their respective successors and permitted assigns.


1.4    Articles and Sections. This Amendment, for convenience only, has been divided into Articles and Sections; and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and  Sections and without regard to headings prefixed to such Articles or Sections.


1.5    Number   and  Gender.   Whenever  the  context requires,  reference  herein  made  to the  single number  shall be understood  to include  the plural;  and likewise,  the plural  shall  be understood to include the singular. Definitions of terms defined in the singular or plural shall be equally  applicable  to  the plural  or  singular,  as the  case may  be,  unless  otherwise  indicated. Words denoting sex shall be construed to include the masculine, feminine and neuter, when such construction is appropriate;  and specific enumeration shall not exclude the general  but shall be construed as cumulative.


1.6    Negotiated Transaction. Each party to this Amendment affirms to the other that it has had the opportunity to consult, and discuss the provisions of this Amendment with, independent counsel and fully understands the legal effect of each provision.







ARTICLE II
 AMENDMENTS  TO  AGREEMENT


As of the Effective Date, the Agreement is amended as follows:


2.1    Amendment to Section 2.9. Section 2.9(b) is amended to (a) substitute "annually" for "semi-annually" appearing three times in such Section 2.9(b), (b) substitute "two such requests" for "one such request" appearing in the proviso in the second sentence of such Section 2.9(b) and (c) substitute "twice" for "once" appearing in the proviso in the third sentence of such Section 2.9(b).


2.2    Amendment  to  Section  5.4.   Section 5.4 of the Agreement is amended to read  as follows    entirety:


"(b) RESERVED".











ARTICLE III 
CONDITIONS  TO  EFFECTIVENESS


The effectiveness of this Amendment is subject to satisfaction of the condition that the Lender shall have received from the Borrower payment, in immediately available  funds, of an engineering fee in the amount of $1,500 in connection with the redetermination of the Borrowing Base and the Monthly Reduction Amount to the respective amounts set forth in Article V. Upon satisfaction of the foregoing condition, this Amendment shall be effective as of the Effective Date.


ARTICLE IV
RATIFICATION   AND ACKNOWLEDGEMENT


The Borrower, each of the Initial Guarantors and the Lender does hereby adopt, ratify and confirm the Agreement, as the same is amended hereby, and acknowledges and agrees that the Agreement, as amended hereby, is and remains in full force and effect. Each of the Borrower and the Lender hereby agrees and acknowledges that, as of the date of execution of this Amendment, the Borrowing Base is $5,000,000 and the Monthly Reduction Amount is $0, which amounts it is agreed shall remain in effect until the next redetermination of the Borrowing Base and the Monthly Reduction Amount in accordance with the applicable provisions of the Agreement.


ARTICLE V
REPRESENTATIONS   AND  WARRANTIES


The Borrower and  each of the Initial Guarantors does hereby re-make in favor of the Lender each of the representations and warranties made by it in the Loan Documents to which it is a party and further represents and warrants that each of such representations and warranties made by it remains true and correct as of the date of execution of this Amendment.


ARTICLE VI 
MISCELLANEOUS


6.1    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Agreement.


6.2    Rights  of Third  Parties.   Except as provided  in Section  7 .1, all provisions  herein are imposed solely and exclusively for the benefit of the parties hereto.


6.3    Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument and shall be enforceable upon the execution of one or more counterparts hereof by each of the parties hereto. In this regard, each of the parties hereto acknowledges that a counterpart of this Amendment containing a set of counterpart execution pages reflecting the execution of each party hereto shall be sufficient to reflect the execution of this Amendment by each necessary party hereto and shall constitute one instrument.


6.4    Integration. THIS AMENDMENT CONSTITUTES THE ENTIRE  AGREEMENT  AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF. ALL PRIOR UNDERSTANDINGS, STATEMENTS 







AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT HEREOF  ARE  SUPERSEDED BY THIS AMENDMENT.


6.5    Invalidity. In the event that any one or more of the provisions contained in this Amendment shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment.


6.6    Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF SUCH LAWS RELATING TO CONFLICTS OF LAW.










(Signatures appear on following pages)









IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this  First Amendment to Credit Agreement to be effective as of the Effective Date.


BORROWER:


EVOLUTION PETROLEUM CORPORATION


By:_____/s/ Sterling H. McDonald___________
Sterling H. McDonald Vice President






INITIAL  GUARANTORS: NGS SUB. CORP.


By:_____/s/ Sterling H. McDonald___________
Sterling H. McDonald Chief Financial Officer




TERTIAIRE RESOURCES COMPANY




By:_____/s/ Sterling H. McDonald___________
Sterling H. McDonald Vice President




NGS TECHNOLOGIES, INC.


By:_____/s/ Sterling H. McDonald___________
Sterling H. McDonald
Chief Financial Officer












(Signatures continue on following pages)









EVOLUTION OPERATING CO., INC.


By:____/s/ Sterling H. McDonald__________
Sterling H. McDonald Vice President
















(Signatures continue on following page)









LENDER:


TEXAS CAPITAL BANK, N .A.


By:____/s/  W. David McCarver IV__________
W. David McCarver IV
Senior Vice President






















































































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