exv10w4






Exhibit 10.4




Execution Version




 

 










THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




Dated September 30, 2008




Among




RESOLUTE ANETH, LLC,

as Borrower,




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent,




WELLS FARGO BANK, NATIONAL ASSOCIATION

and BMO CAPITAL MARKETS FINANCING, INC.,

as Co-Syndication Agents,




DEUTSCHE BANK SECURITIES INC. and FORTIS CAPITAL CORP.,

as Co-Documentation Agents,




and




The Lenders Party Hereto




_____________________




Wachovia Capital Markets, LLC,

as Sole Lead Arranger




and




Wachovia Capital Markets, LLC, Wells Fargo Bank, National Association,

and BMO Capital Markets,

as Joint Bookrunners




 

 








 









 
















     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third
Amendment”), dated effective as of September 30, 2008, is by and among Resolute Aneth, LLC, a
Delaware limited liability company (the “Borrower”), Resolute Holdings Sub, LLC, a Delaware
limited liability company, and certain of its subsidiaries (collectively, the
“Guarantors”), Wachovia Bank, National Association, as Administrative Agent (the
“Administrative Agent”), Wells Fargo Bank, National Association and BMO Capital Markets
Financing, Inc., as Co-Syndication Agents (the “Co-Syndication Agents”), Deutsche Bank
Securities Inc. and Fortis Capital Corp., as Co-Documentation Agents (the “Co-Documentation
Agents”) and the other Lenders party hereto (the “Lenders”).



Recitals




     WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the other lenders party
thereto entered into that certain Amended and Restated Credit Agreement, dated as of April 14,
2006, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated
June 27, 2007, and that certain Second Amendment to Amended and Restated Credit Agreement, dated
September 12, 2007 (as the same may be amended, modified, supplemented or restated from time to
time, the “Credit Agreement”);



     WHEREAS, as part of a corporate reorganization, (a) Primary Natural Resources, Inc., a
Delaware corporation, has changed its name to Resolute Wyoming, Inc., a Delaware corporation, and
will become a subsidiary of Resolute Holdings Sub, LLC, a Delaware limited liability company (the
“Parent”), and a guarantor under the Credit Agreement on the date hereof, (b) RNRC
Holdings, Inc., a Delaware corporation and a new subsidiary of the Parent, will become a guarantor
under the Credit Agreement on the date hereof, and (c) Resolute Natural Resources Company, a
Delaware corporation, has converted on the date hereof into a Delaware limited liability company
and changed its name to Resolute Natural Resources Company, LLC;



     WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the
Credit Agreement to increase the borrowing base, amend the maximum leverage ratio covenant, and
make the other modifications specified herein;



     WHEREAS, the existing Lenders desire to assign to the new Lenders their commitments and other
interests under the Credit Agreement as described on Schedule 2 hereto; and



     WHEREAS, subject to the satisfaction of the conditions set forth herein, the Administrative
Agent and the Lenders are willing to amend the Credit Agreement and to take such other actions as
provided herein.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and
in the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:



 









 





ARTICLE I

Definitions



Each capitalized term used in this Third Amendment and not defined herein shall have the meaning
assigned to such term in the Credit Agreement.




ARTICLE II

Amendments




     Section 2.01 Amendments to Section 1.02 of the Credit Agreement.



          (a) Section 1.02 of the Credit Agreement is hereby amended by adding the following new
definitions in their proper alphabetical order:





     ““Existing Resolute Wyoming Agreement” means that certain Credit
Agreement, dated as of July 31, 2008, among Resolute Wyoming, Resolute Acquisition
Company, LLC, Wells Fargo Bank, N.A., as administrative agent and swingline lender,
BMO Capital Markets Financing, Inc., as syndication agent, and the other lenders
party thereto.”




     ““Resolute Wyoming” means Resolute Wyoming, Inc., a Delaware
corporation (f/k/a Primary Natural Resources, Inc., a Delaware corporation).”




     ““RNRC Holdings” means RNRC Holdings, Inc., a Delaware corporation.”




     ““Third Amendment” means that certain Third Amendment to Amended and
Restated Credit Agreement, dated as of September 30, 2008, among the Borrower, the
Administrative Agent and the other Lenders party thereto.”




     ““Third Amendment Effective Date” means September 30, 2008.”



          (b) The definition of “Agreement” in Section 1.02 of the Credit Agreement is hereby
amended by deleting it in its entirety and inserting the following in lieu thereof:





     ““Agreement” means this Credit Agreement, as amended by the First
Amendment, further amended by the Second Amendment, and further amended by the Third
Amendment, as the same may from time to time be amended, modified, supplemented or
restated.”



          (c) The definition of “Applicable Margin” in Section 1.02 of the Credit Agreement is
hereby amended by deleting the grid set forth therein and inserting the following grid in lieu
thereof:




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	Borrowing Base Utilization Grid
	Borrowing Base	 	 	 	 	 	 	 	 
	Utilization	 	 	 	 	 	 	 	 
	Percentage	 	£50%	 	>50%, but £75%	 	>75%, but £90%	 	>90%
	ABR Loans

	 	 	0.000	%	 	 	0.250	%	 	 	0.500	%	 	 	0.750	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eurodollar Loans

	 	 	1.500	%	 	 	1.750	%	 	 	2.000	%	 	 	2.250	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commitment Fee

	 	 	0.300	%	 	 	0.350	%	 	 	0.375	%	 	 	0.500	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





          (d) The definition of “Arrangers” in Section 1.02 of the Credit Agreement is hereby
amended by deleting it in its entirety and inserting the following in lieu thereof:





     ““Arrangers” means Wachovia Capital Markets, LLC, Wells Fargo Bank,
National Association, and BMO Capital Markets, in their capacities as joint
bookrunners hereunder.”



          (e) The definition of “Co-Documentation Agents” in Section 1.02 of the Credit
Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu
thereof:





     ““Co-Documentation Agents” means Deutsche Bank Securities Inc. and
Fortis Capital Corp.”



          (f) The definition of “Consolidated Net Income” in Section 1.02 of the Credit
Agreement is hereby amended by deleting the period that appears at the end of such definition and
adding the following to the end of such definition:





     “; and provided further that if, after the earlier to occur of the
repayment in full of the Second Lien Facility or the amendment of the Second Lien Facility
to provide for the pro forma treatment of Consolidated Net Income as described in this
proviso, the Parent or any of its Consolidated Subsidiaries shall acquire or dispose of any
Property during such period, then Consolidated Net Income shall be calculated after giving
pro forma effect to such acquisition or disposition, as if such acquisition or disposition
had occurred on the first day of such period.”



          (g) The definition of “RNRC” in Section 1.02 of the Credit Agreement is hereby amended
by deleting it in its entirety and inserting the following in lieu thereof:





     ““RNRC” means Resolute Natural Resources Company, LLC, a Delaware
limited liability company (f/k/a Resolute Natural Resources Company, a Delaware
corporation).”



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          (h) The definition of “Syndication Agent” in Section 1.02 of the Credit
Agreement is hereby amended by deleting it in its entirety and inserting the following in
lieu thereof, in the proper alphabetical order:





     ““Co-Syndication Agents” means Wells Fargo Bank, National Association
and BMO Capital Markets Financing, Inc.”



     Section 2.02 Amendment to Section 2.07(a) of the Credit Agreement. Section 2.07(a) of
the Credit Agreement is hereby amended by adding the following sentence immediately after the first
sentence thereof:




     “For the period from and including the Third Amendment Effective Date to but excluding
the date on which the next redetermination of the Borrowing Base becomes effective pursuant
to Section 2.07(d), the amount of the Borrowing Base shall be $284,000,000.”



     Section 2.03 Amendment to Section 3.05 of the Credit Agreement. Section 3.05 of the
Credit Agreement is hereby amended by deleting subsection (d) in its entirety.



     Section 2.04 Amendment to Section 4.03 of the Credit Agreement. Section 4.03 of the
Credit Agreement is hereby amended by adding “, Section 2.09(c)” immediately after the reference to
“Section 2.08(e)” therein.



     Section 2.05 Amendment to Section 5.04. Section 5.04 of the Credit Agreement is
hereby amended by adding “or other reimbursements or participations required” in clause (b)(iii)
thereof immediately after the reference to “Loans” in clause (b)(iii).



     Section 2.06 Amendment to Section 7.22 of the Credit Agreement. Section 7.22 of the
Credit Agreement is hereby amended by adding “and the Existing Resolute Wyoming Agreement”
immediately after “the Existing Credit Agreement” in the first line thereof.



     Section 2.07 Amendment to Section 9.01 of the Credit Agreement. Section 9.01(c) of
the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following
in lieu thereof:




     “(c) Maximum Leverage Ratio. The Loan Parties will not, at any time,
commencing as of the Third Amendment Effective Date, permit the ratio of Funded
Debt as of such time to EBITDA of Parent and its Consolidated Subsidiaries for the
four quarter period ending on the last day of the immediately preceding fiscal
quarter for which financial statements have been provided pursuant to Section
8.01(a) to be greater than 4.25:1.00 with respect to the period commencing on the
Third Amendment Effective Date and ending December 30, 2008; and with respect to
the period commencing December 31, 2008 and for all periods ending thereafter to be
greater than 4.00:1.00.”



     Section 2.08 Amendment to Section 12.01(a)(iv) of the Credit Agreement. Section
12.01(a)(iv) of the Credit Agreement is hereby amended by adding “RNRC Holdings, Resolute Wyoming
or” immediately before “an Exploration Subsidiary,” in the first line thereof.



4









 





     Section 2.09 Other Amendments to the Credit Agreement. The Credit Agreement is hereby
amended by replacing all references to “Syndication Agent” that appear therein with “Co-Syndication
Agents”.



ARTICLE III

Conditions Precedent




     This Third Amendment shall be subject to the satisfaction of the following conditions
precedent or concurrent on or before September 30, 2008, and after giving effect to this Third
Amendment:



     (a) the Borrower, the Parent, RNRC, RNRC Holdings, Resolute Wyoming, each of the other
Guarantors and each of the Lenders shall have executed and delivered counterparts of the Third
Amendment, and the Guarantors shall have executed and delivered counterparts of a ratification of
the Guaranty Agreement;



     (b) RNRC, RNRC Holdings and Resolute Wyoming shall have executed appropriate mortgages and
joinders to the Guaranty Agreement and other Loan Documents, each in form and substance
satisfactory to the Administrative Agent;



     (c) the Lenders, the Administrative Agent and the Arrangers shall have received all fees
required to be paid, and all expenses for which invoices have been presented, on or before the
Third Amendment Effective Date;



     (d) the Existing Resolute Wyoming Agreement shall be repaid in full and terminated
substantially contemporaneously with the effectiveness of the Third Amendment and the credit
extension made on the Third Amendment Effective Date, and all Liens and security interests
associated with such agreement shall be released;



     (e) all governmental and third party approvals necessary or, in the discretion of the
Administrative Agent, advisable in connection with the corporate reorganization of certain
Subsidiaries and Affiliates of the Parent (the “Reorganization”) and the Third Amendment,
if any, shall have been obtained and be in full force and effect;



     (f) the Lenders shall have received satisfactory (i) restated unaudited consolidated and
combined financial statements of the Parent and its Subsidiaries, including Resolute Wyoming, for
the six month period ended June 30, 2008, including the unaudited consolidated and combined
statement of operations for the four quarters ended June 30, 2008, prepared in accordance with
GAAP, and (ii) a consolidated balance sheet for the Parent and its Consolidated Subsidiaries,
including RNRC, RNRC Holdings, the Parent, the Exploration Subsidiaries, Resolute Wyoming, and the
Borrower, dated as of June 30, 2008;



     (g) the Administrative Agent shall be reasonably satisfied with title to, and the
environmental condition of, the Oil and Gas Properties owned by Resolute Wyoming on the Third
Amendment Effective Date;



5









 





     (h) the Administrative Agent shall have received and be reasonably satisfied with UCC and
other lien searches reflecting the absence of other liens and security interests other than those
being released or which are otherwise permitted;



     (i) the Lenders shall have received such legal opinions, including opinions of local counsel,
officer’s certificates, resolutions, documents and other instruments as are customary for
transactions of this type or as they may reasonably request;



     (j) the Administrative Agent shall have received duly executed copies of (i) the Stock
Purchase Agreement dated as of June 24, 2008 among Resolute Wyoming, Resolute Holdings, LLC, and
Primary Natural Resources Holdings, LLC, (ii) the Asset Contribution Agreement dated as of June 26,
2008 between NGP-VII Income Co-Investment Opportunities, L.P. and Resolute Holdings, LLC, and (iii)
other related documents regarding the acquisition of Resolute Wyoming and certain properties
thereof (the “Resolute Wyoming Acquisition”);



     (k) the Administrative Agent shall have received an officer’s certificate regarding the
consummation of the Resolute Wyoming Acquisition in accordance with the documents described in
clause (j) above; and



     (l) the Administrative Agent shall have received satisfactory evidence of, and an officer’s
certificate regarding, the consummation of the Reorganization.



ARTICLE IV

Representations and Warranties




     The Borrower hereby represents and warrants to each Lender that:



     (a) Each of the representations and warranties made by the Borrower under the Credit Agreement
and each other Loan Document is true and correct in all material respects on and as of the actual
date of execution of this Third Amendment by the Borrower, as if made on and as of such date,
except for any representations and warranties made as of a specified date, which are true and
correct in all material respects as of such specified date.



     (b) At the time of, and immediately after giving effect to, this Third Amendment, no Default
has occurred and is continuing.



     (c) The execution, delivery and performance by the Borrower of this Third Amendment have been
duly authorized by the Borrower.



     (d) This Third Amendment constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.



     (e) The execution, delivery and performance by the Borrower of this Third Amendment (i) does
not require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority or any other third Person (including shareholders or any class of directors,
whether interested or disinterested, of the Borrower or any other Person), nor is any such consent,
approval, registration, filing or other action necessary for the validity or enforceability of this
Third Amendment or any Loan Document or the consummation of the



6









 







transactions contemplated thereby, except such as have been obtained or made and are in full
force and effect other than those third party approvals or consents which, if not made or obtained,
would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse
Effect or do not have an adverse effect on the enforceability of the Loan Documents, (ii) will not
violate any applicable law or regulation or the charter, by-laws or other organizational documents
of the Borrower or any Restricted Subsidiary or any order of any Governmental Authority, (iii) will
not violate or result in a default under any indenture, agreement or other instrument binding upon
the Borrower or any Restricted Subsidiary or its Properties, or give rise to a right thereunder to
require any payment to be made by the Borrower or such Restricted Subsidiary and (iv) will not
result in the creation or imposition of any Lien on any Property of the Borrower or any Restricted
Subsidiary (other than the Liens created by this Third Amendment or the Loan Documents).



ARTICLE V

Assignment and Assumption




     Section 5.01 Assignment and Assumption. For an agreed consideration, each existing
Lender set forth on Schedule 1 hereto (collectively, the “Assignors”) hereby
irrevocably sells and assigns, severally and not jointly, (a) all of such Assignor’s rights and
obligations in its capacity as Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amounts and Applicable
Percentage identified on Schedule 1 hereto of all of such outstanding rights and
obligations of such Assignor under the respective facilities identified on Schedule 1
hereto (including any letters of credit, swingline loans and guarantees included in such
facilities) and (b) to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of such Assignor (in its capacity as Lender) against any
Person, whether known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and
assigned pursuant to clauses (a) and (b) above being referred to herein collectively for all
Assignors as the “Assigned Interests”) to the Lenders set forth on Schedule 2
hereto (the “Assignees”), and the Assignees hereby irrevocably purchase and assume from
each Assignor such Assignor’s Applicable Percentage of the Assigned Interests, subject to and in
accordance with this Article V, as of the Third Amendment Effective Date. Such sale and assignment
is without recourse to the Assignors and, except as expressly provided in this Article V, without
representation or warranty by the Assignors.



     Section 5.02 Representations and Warranties of the Assignors. Each Assignor (a)
represents and warrants that (i) it is the legal and beneficial owner of the Applicable Percentage
of the Assigned Interest specified next to its name on Schedule 1 hereto, (ii) such
Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and deliver this
assignment and to consummate the transactions contemplated by this Article V; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any



7









 







collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries
or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance
or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.



     Section 5.03 Representations and Warranties of the Assignees. Each Assignee (a)
represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this assignment and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if
any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire
the Applicable Percentage of the Assigned Interest specified next to its name on Schedule 2
hereto and become a Lender, (iii) from and after the Third Amendment Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of such
Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy
of the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant thereto, and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Third Amendment and to purchase its Applicable
Percentage of such Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other Lender, and (v) if it
is a Foreign Lender, its has supplied to the Administrative Agent any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such
Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative
Agent, any Assignor or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



     Section 5.04 Payments. From and after the Third Amendment Effective Date, the
Administrative Agent shall distribute all payments in respect of the Assigned Interests (including
payments of principal, interest, fees and other amounts) to the appropriate Assignors as specified
on Schedule 1 hereto for amounts which have accrued to but excluding the Third Amendment
Effective Date and to the appropriate Assignees as specified on Schedule 2 hereto for
amounts which have accrued from and after the Third Amendment Effective Date.



     Section 5.05 Break Funding Payments. The Borrower shall pay to the Assignors all
break funding payments payable in accordance with Section 5.02 of the Credit Agreement in
connection with the assignments made pursuant to Section 5.01 hereof.



ARTICLE VI

Miscellaneous




     Section 6.01 Credit Agreement in Full Force and Effect as Amended. Except as
specifically amended hereby, the Credit Agreement and other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed as so amended. Except as expressly set
forth herein, this Third Amendment shall not be deemed to be a waiver, amendment or modification of
any provisions of the Credit Agreement or any other Loan Document or any



8









 







right, power or remedy of the Administrative Agent or Lenders, or constitute a waiver of any
provision of the Credit Agreement or any other Loan Document, or any other document, instrument
and/or agreement executed or delivered in connection therewith or of any Default or Event of
Default under any of the foregoing, in each case whether arising before or after the date hereof or
as a result of performance hereunder or thereunder. This Third Amendment also shall not preclude
the future exercise of any right, remedy, power, or privilege available to the Administrative Agent
and/or Lenders whether under the Credit Agreement, the other Loan Documents, at law or otherwise.
All references to the Credit Agreement shall be deemed to mean the Credit Agreement as modified
hereby. The parties hereto agree to be bound by the terms and conditions of the Credit Agreement
and Loan Documents as amended by this Third Amendment, as though such terms and conditions were set
forth herein. Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein” or words of similar import shall mean and be a reference to the Credit Agreement as
amended by this Third Amendment, and each reference herein or in any other Loan Documents to the
“Credit Agreement” shall mean and be a reference to the Credit Agreement as amended and modified by
this Third Amendment.



     Section 6.02 GOVERNING LAW. THIS THIRD AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.



     Section 6.03 Descriptive Headings, Etc. The descriptive headings of the sections of
this Third Amendment are inserted for convenience only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof. The statements made and the terms defined
in the recitals to this Third Amendment are hereby incorporated into this Third Amendment in their
entirety.



     Section 6.04 Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with this Third Amendment, the Loan Documents and any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without limitation, the
reasonable fees and disbursements of counsel to the Lenders. The agreement set forth in this
Section 5.04 shall survive the termination of this Third Amendment and the Credit
Agreement.



     Section 6.05 Entire Agreement. This Third Amendment and the documents referred to
herein represent the entire understanding of the parties hereto regarding the subject matter hereof
and supersede all prior and contemporaneous oral and written agreements of the parties hereto with
respect to the subject matter hereof. This Third Amendment is a Loan Document executed under the
Credit Agreement.



     Section 6.06 Counterparts. This Third Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one agreement. Delivery of an
executed counterpart of the signature page of this Third Amendment by facsimile or other electronic
transmission shall be effective as delivery of a manually executed counterpart thereof.



9









 





     Section 6.07 Successors. The execution and delivery of this Third Amendment by any
Lender shall be binding upon each of its successors and assigns.



     Section 6.08 Nonconsenting Lenders. Notwithstanding anything to the contrary set
forth in this Third Amendment, the Lenders that are listed on Schedule 1 hereto but not on
Schedule 2 hereto are parties to this Third Amendment for the sole purpose of the
assignment and related provisions set forth in Article V hereof.



[Signatures Begin on Next Page]




10









 





     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by
their respective authorized officers as of the date first written above.



BORROWER:




	 	 	 	 	 
	 	RESOLUTE ANETH, LLC

 	 
	 	By:  	/s/ Theodore Gazulis
 	 
	 	 	Theodore Gazulis, 	 
	 	 	Vice President — Finance and Chief

Financial Officer 	 
	 



GUARANTORS:




	 	 	 	 	 
	 	RESOLUTE HOLDINGS SUB, LLC





RESOLUTE NATURAL RESOURCES

COMPANY, LLC (f/k/a Resolute Natural

Resources Company)





RNRC HOLDINGS, INC.





RESOLUTE WYOMING, INC. (f/k/a Primary

Natural Resources, Inc.)





BWNR, LLC





WYNR, LLC

 	 
	 	By:  	/s/ Theodore Gazulis
 	 
	 	 	Theodore Gazulis, 	 
	 	 	Vice President — Finance and Chief

Financial Officer 	 



Signature Page to

Third Amendment to Amended and Restated Credit Agreement




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ Leanne S. Phillips
 	 
	 	 	Leanne S. Phillips, Director 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Art Krasny
 	 
	 	 	Art Krasny, Vice President 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.,

as Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	 	Gumaro Tijerina, Vice President 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK SECURITIES INC.,

as Co-Documentation Agent

 	 
	 	By:  	/s/ David J. Bell
 	 
	 	 	David J. Bell, Managing Director 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ Robert M. Wood, Jr.
 	 
	 	 	Robert M. Wood, Jr., Director 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY

AMERICAS, as a Lender

 	 
	 	By:  	/s/ Dusan Lazaroy
 	 
	 	 	Dusan Lazaroy, Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ David J. Bell
 	 
	 	 	David J. Bell, Managing Director 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FORTIS CAPITAL CORP.,

as Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ David Montgomery
 	 
	 	 	David Montgomery, Director 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	              /s/ Darrell Holley
 	 
	 	 	Darrell Holley, Managing Director 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Bruce E. Hernandez
 	 
	 	 	Bruce E. Hernandez, Vice President 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Doug Gale
 	 
	 	 	Doug Gale, Vice President 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Irja R. Otsa, Associate Director 	 
	 	 	Banking Products Services, US 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	               /s/ Mary E. Evans
 	 
	 	 	Mary E. Evans, Associate Director 	 
	 	 	Banking Products Services, US 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK,

as a Lender

 	 
	 	By:  	/s/ Matt Turner
 	 
	 	 	Matt Turner, Corporate Banking Officer 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTY BANK AND TRUST COMPANY,

as a Lender

 	 
	 	By:  	/s/ Gail J. Nofsinger
 	 
	 	 	Gail J. Nofsinger, Senior Vice President 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITICORP USA, INC.,

as a Lender

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Todd Mogil, Vice President 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ALLIED IRISH BANKS, p.l.c.,

as a Lender

 	 
	 	By:  	/s/ David O’Driscoll
 	 
	 	 	David O’Driscoll, Assistant Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Vaughn Buck
 	 
	 	 	Vaughn Buck, Director 	 
	 	 	 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF OKLAHOMA, N.A.,

as a Lender

 	 
	 	By:  	/s/ Thomas M. Foncannon
 	 
	 	 	Thomas M. Foncannon, 	 
	 	 	Senior Vice President 	 


Signature Page to

Third Amendment to Amended and Restated Credit Agreement



 









 






	 	 	 	 	 



RATIFICATION





     Each of the undersigned (each, a “Guarantor”) hereby agrees that its liabilities under
the Amended and Restated Guarantee and Collateral Agreement dated as of April 14, 2006
(“Guaranty”) guaranteeing the indebtedness, obligations and liabilities of Resolute Aneth,
LLC under that certain Amended and Restated Credit Agreement dated as of April 14, 2006 as amended
and certain other documents shall remain enforceable against such Guarantor in accordance with the
terms of the Guaranty and shall not be reduced, altered, limited, lessened or in any way affected
by the execution and delivery of this Third Amendment to Amended and Restated Credit Amendment.
Each Guarantor hereby confirms and ratifies its liabilities under the Guaranty in all respects.



GUARANTORS:




	 	 	 	 	 
	 	RESOLUTE HOLDINGS SUB, LLC





RESOLUTE NATURAL RESOURCES

COMPANY, LLC (f/k/a Resolute Natural

Resources Company)





RNRC HOLDINGS, INC.





RESOLUTE WYOMING, INC. (f/k/a Primary

Natural Resources, Inc.)





BWNR, LLC





WYNR, LLC

 	 
	 	By:  	/s/ Theodore Gazulis
 	 
	 	 	Theodore Gazulis, 	 
	 	 	Vice President — Finance and Chief

Financial Officer 	 
	 



Guaranty Ratification

Third Amendment to Amended and Restated Credit Agreement



 









 





OMITTED SCHEDULES




     The portions identified below in the following schedules have been omitted from the Third
Amendment to Amended and Restated Credit Agreement filed as Exhibit 10.4 to this Registration
Statement on Form S-4 (File No. [___]):



: 





	 	•	 	Schedule 1 — Interests to be Assigned






	 	•	 	Schedule 2 — Post-Assignment Interests





     Resolute Aneth, LLC agrees to furnish supplementally a copy of any omitted schedule to the
Security and Exchange Commission upon request.



Omitted Schedules

Third Amendment to Amended and Restated Credit Agreement