exv10w2






Exhibit 10.2




 

 








FIRST AMENDMENT TO




 




AMENDED AND RESTATED CREDIT AGREEMENT




 




Dated June 27, 2007




 




Among




 




RESOLUTE ANETH, LLC,

as Borrower




 




and




 




WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent




 




CITIGROUP GLOBAL MARKETS INC.,

as Syndication Agent




 




And




 




The Lenders Party Hereto




 




DEUTSCHE BANK SECURITIES, INC., FORTIS CAPITAL CORP. AND

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents




 

 








 









 





EXECUTION VERSION




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated
effective as of June 27, 2007, 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”), Citigroup Global Markets Inc., as Syndication
Agent (the “Syndication Agent”) and Deutsche Bank Securities, Inc., Fortis Capital Corp. and U.S.
Bank National Association, 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
(the “Credit Agreement”);



     WHEREAS, the Borrower has requested that the Administrative Agent and the Majority Lenders
amend certain provisions of the Credit Agreement to, among other things, (i) permit the increase of
the amount of the Second Lien Facility, (ii) adjust certain covenant levels, (iii) provide for a
dividend of up to $100,000,000 and (iv) add a swingline facility;



     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 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 First 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:



 









 





EXECUTION VERSION





     “First Amendment” means that certain First Amendment to Amended and
Restated Credit Agreement, dated as of June 27, 2007, among the Borrower, the
Administrative Agent and the other Lenders party thereto.




     “Intercreditor Agreement” means the Intercreditor Agreement, dated as
of June 27, 2007 among the Borrower, the Administrative Agent and the administrative
agent for the lenders under the Second Lien Facility, as the same may, from time to
time, be amended, modified, supplemented or restated as permitted by the terms of
this Agreement.




     “Loans” means the loans made by the Lenders to the Borrower pursuant to
this Agreement, including any Swingline Loans.




     “Second Lien Facility” means the credit facility represented by that
certain Amended and Restated Second Lien Credit Agreement, dated as of June 27, 2007
among the Borrower, the Guarantors, Citicorp USA, Inc., as administrative agent and
the other agents and lenders party thereto, as the same may, from time to time, be
amended, modified, supplemented or restated in accordance with the terms of the
Intercreditor Agreement.




     “Second Lien Loan Documents” mean the Second Lien Facility, the notes,
and the security instruments related thereto.




     “Swingline Exposure” means, at any time, the aggregate principal amount
of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline
Exposure at such time.




     “Swingline Lender” means Wachovia Bank, National Association, in its
capacity as lender of Swingline Loans hereunder.




     “Swingline Loan” means a Loan made pursuant to Section 2.09.



     (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, as the same may from time to time be amended, modified, supplemented or
restated.



     Section 2.02 Amendment to Section 2.03 of the Credit Agreement. The first sentence of
Section 2.03 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting
the following in lieu thereof:




     “To request a Borrowing, the Borrower shall notify the Administrative Agent of
such request by telephone or by written Borrowing Request in substantially the form
of Exhibit B and signed by the Borrower (a “written Borrowing
Request”): (i) in the case of a Eurodollar Borrowing, not later than



3









 





EXECUTION VERSION





2:00 p.m., New York, New York time, three Business Days before the date of the
proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 2:00
p.m., New York, New York time, on the Business Day of the proposed Borrowing;
provided that no such notice shall be required for any deemed request of an
ABR Borrowing to finance the reimbursement of an LC Disbursement as provided in
Section 2.08(e).”



     Section 2.03 Amendment to Section 2.05(a) of the Credit Agreement. Section 2.05(a) of
the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following
in lieu thereof:




     “(a) Funding by Lenders. Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by 2:00 p.m., New York, New York time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders. The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York, New York and designated by the
Borrower in the applicable Borrowing Request; provided that ABR Loans made
to finance the reimbursement of an LC Disbursement as provided in Section 2.08(e)
shall be remitted by the Administrative Agent to the Issuing Bank that made such LC
Disbursement.”



     Section 2.04 Amendment to Section 2.08(e) of the Credit Agreement. The first sentence
of Section 2.08(e) of the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:




     “(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit issued by such Issuing Bank, the Borrower shall
reimburse such LC Disbursement by paying to the Administrative Agent an amount equal
to such LC Disbursement not later than 2:00 p.m., New York, New York time, on the
date that such LC Disbursement is made, if the Borrower shall have received notice
of such LC Disbursement prior to 12:00 noon, New York, New York time, on such date,
or, if such notice has not been received by the Borrower prior to such time on such
date, then not later than 2:00 p.m., New York, New York time, on the Business Day
immediately following the day that the Borrower receives such notice;
provided that if such LC Disbursement is not less than $1,000,000, the
Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed
to have requested, and the Borrower does hereby request under such circumstances,
that such payment be financed with an ABR Borrowing in an equivalent amount and, to
the extent so financed, the Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Borrowing.”



     Section 2.05 Addition of Section 2.09 to the Credit Agreement. The following Section
2.09 is hereby added to the Credit Agreement:



4









 





EXECUTION VERSION





“Swingline Loans. (a) Subject to the terms and conditions set forth herein,
the Swingline Lender agrees to make Swingline Loans to the Borrower from time to
time during the Availability Period, in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of
outstanding Swingline Loans exceeding $10,000,000 or (ii) the total Credit
Exposures exceeding the total Commitments; provided that the Swingline
Lender shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. The Borrower shall pay to the Swingline Lender, for the account of
each Lender, the outstanding aggregate principal and accrued and unpaid interest
under each Swingline Loan no later than one (1) day following such Swingline
Borrowing. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.




     (b) To request a Swingline Loan, the Borrower shall notify the Administrative
Agent of such request by telephone (confirmed by telecopy), not later than 2:00
p.m., New York, New York time, on the day of a proposed Swingline Loan. Each such
notice shall be irrevocable and shall specify the requested date (which shall be a
Business Day) and amount of the requested Swingline Loan. The Administrative Agent
will promptly advise the Swingline Lender of any such notice received from the
Borrower. The Swingline Lender shall make each Swingline Loan available to the
Borrower by means of a credit to the general deposit account of the Borrower with
the Swingline Lender by 3:00 p.m., New York, New York time, on the requested date
of such Swingline Loan.




     (c) The Swingline Lender may by written notice given to the Administrative
Agent not later than 2:00 p.m., New York, New York time, on any Business Day
require the Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will participate. Promptly
upon receipt of such notice, the Administrative Agent will give notice thereof to
each Lender, specifying in such notice such Lender’s Applicable Percentage of such
Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to promptly pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage
of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this paragraph
is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.05 with respect to
Loans made by such Lender (and Section 2.05 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the



5









 





EXECUTION VERSION





Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participation in any Swingline Loan acquired pursuant to this
paragraph, and thereafter payments in respect of such Swingline Loan shall be made
to the Administrative Agent and not to the Swingline Lender. Any amounts received
by the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of
the proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent shall
be promptly remitted by the Administrative Agent to the Lenders that shall have
made their payments pursuant to this paragraph and to the Swingline Lender, as
their interests may appear; provided that any such payment so remitted
shall be repaid to the Swingline Lender or to the Administrative Agent, as
applicable, if and to the extent such payment is required to be refunded to the
Borrower for any reason. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the
payment thereof. Notwithstanding the foregoing, a Lender shall not have any
obligation to acquire a participation in a Swingline Loan pursuant to this
paragraph if an Event of Default shall have occurred and be continuing at the time
such Swingline Loan was made and such Lender shall have notified the Swingline
Lender in writing, at least one Business Day prior to the time such Swingline Loan
was made, that such Event of Default has occurred and that such Lender will not
acquire participations in Swingline Loans made while such Event of Default is
continuing.”



     Section 2.06 Amendment to Section 3.04(b) of the Credit Agreement. The first sentence
of Section 3.04(b) of the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:




     “(b) Notice and Terms of Optional Prepayment. The Borrower shall
notify the Administrative Agent by telephone (confirmed by telecopy) of any
prepayment hereunder not later than 2:00 p.m., New York, New York time, on the
Business Day of prepayment.”



     Section 2.07 Amendment to Section 4.01(a) of the Credit Agreement. The first sentence
of Section 4.01(a) of the Credit Agreement is hereby amended by deleting it in its entirety and
inserting the following in lieu thereof:




     “(a) Payments by the Borrower. The Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section
5.02, Section 5.03 or otherwise) prior to 2:00 p.m., New York, New York time, on the
date when due, in dollars that constitute immediately available funds, without
defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall not
be refundable under any circumstances absent manifest error (e.g., as a result of a
clerical mistake).”



6









 





EXECUTION VERSION




     Section 2.08 Amendment to Section 9.01 of the Credit Agreement. Sections 9.01(b) and
(c) of the Credit Agreement are hereby amended by deleting them in their entirety and inserting the
following in lieu thereof:




     “(b) Minimum Interest Coverage Ratio. The Loan Parties will not, as of the
last day of any fiscal quarter commencing with the quarter ending June 30, 2007,
permit the ratio of EBITDA of Parent and its Consolidated Subsidiaries for the four
quarter period ending on such date to Interest Expense for the same period to be
less than 2.25:1.00 with respect to the periods ending on or before December 31,
2007; 2.50:1.00 with respect to the periods commencing January 1, 2008 and ending
on or before September 30, 2008; and 2.75:1.00 for all periods commencing October
1, 2008 and ending thereafter.




     (c) Maximum Leverage Ratio. The Loan Parties will not, at any time,
commencing with the quarter ending June 30, 2007, 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 5.90:1.00 with respect to the periods ending on or before June 30,
2007; with respect to the period commencing July 1, 2007 and ending September 30,
2007 to be greater than 5.75:1.00; with respect to the period commencing October 1,
2007 and ending December 31, 2007 to be greater than 5.00:1.00; with respect to the
period commencing January 1, 2008 and ending March 31, 2008 to be greater than
4.75:1.00; with respect to the period commencing April 1, 2008 and ending June 30,
2008 to be greater than 4.25:1.00; with respect to the period commencing July 1,
2008 and ending September 30, 2008 to be greater than 4.00:1.00; and with respect
to the period commencing October 1, 2008 and for all periods ending thereafter to
be greater than 3.75:1.00.”



     Section 2.09 Amendment to Section 9.02 of the Credit Agreement. Section 9.02(f) of
the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following
in lieu thereof:




     “(f) The loans outstanding under the Second Lien Facility not to exceed
$225,000,000 in principal amount outstanding at any time minus any
prepayments thereunder, or any guaranty or suretyship arrangement of such Debt
arising under the Second Lien Loan Documents; provided that such Debt is
subject to the Intercreditor Agreement.”



     Section 2.10 Amendment to Section 9.04 of the Credit Agreement. Section 9.04 of the
Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in
lieu thereof:




“Each Loan Party will not, and will not permit any Subsidiary to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, return any
capital to its stockholders or make any distribution of its Property to



7









 





EXECUTION VERSION





its Equity Interest holders, except (a) Loan Parties may make Restricted Payments
to each other, (b) Parent may make Tax Distributions (other than upon the
occurrence of and during the continuation of any Event of Default with respect to
matters specified in Sections 10.01(a), (b), (f), (g), (h), (i), (j) or (k));
provided, however, that any excess distribution relating to any
trueup (as referred to in the definition of “Tax Distributions”) for estimated
taxes in any period shall be deducted dollar-for-dollar from the amount of any
distributions pursuant to this Section 9.04 made or to be made immediately
subsequent to such excess distribution, (c) Parent may make additional Restricted
Payments up to $500,000 in the aggregate during the term of this Agreement and (d)
Borrower or Parent may make additional Restricted Payments of up to $100,000,000 in
the aggregate on or before December 31, 2007.”



     Section 2.11 Amendment to Exhibit D. Exhibit D of the Credit Agreement is hereby
deleted in its entirety and is replaced by Exhibit D attached to this First Amendment.



ARTICLE III

Conditions Precedent



This First Amendment shall be subject to the satisfaction of the following conditions precedent or
concurrent, and after giving effect to this First Amendment:




     (a) the representations and warranties contained herein and in all other Loan Documents shall
be true and correct in all material respects as of the date hereof, except for such representations
and warranties limited to an earlier date;



     (b) no Default shall have occurred and be continuing;



     (c) no Material Adverse Effect shall have occurred and be continuing;



     (d) the Administrative Agent shall have received counterparts hereof duly executed by the
Borrower and each of the Lenders;



     (e) all costs, fees, expenses (including, without limitation, those fees set forth in the fee
letter agreement dated as of June 22, 2007 among the Borrower, the Administrative Agent and
Wachovia Capital Markets, LLC and reasonable legal fees and expenses and recording taxes and fees
and) and other compensation contemplated by this First Amendment and the other Loan Documents, and
for which statements or invoices have been submitted to the Borrower shall have been paid;



     (f) the Administrative Agent shall have received a certificate of the Secretary or an
Assistant Secretary of each Loan Party setting forth (1) resolutions of its board of directors (or
its equivalent) with respect to the authorization of such party to execute and deliver the Loan
Documents to which it is a party and to enter into the transactions contemplated in those
documents, (2) the officers (or its equivalent) of it (y) who are authorized to sign the Loan
Documents to which it is a party and (z) who will, until replaced by another officer or officers
(or its equivalent) duly authorized for that purpose, act as its representative for the purposes of
signing documents and giving notices and other communications in connection with this



8









 





EXECUTION VERSION



Agreement and the transactions contemplated hereby, (3) specimen signatures of such authorized
officers (or its equivalent), and (4) the Organizational Documents of it, certified as being true
and complete;




     (g) the closing of the Second Lien Facility, in compliance with the Intercreditor Agreement
and otherwise in form, structure and substance satisfactory to the Administrative Agent;



     (h) the execution and delivery of the Intercreditor Agreement;



     (i) the ratification of the Guaranty Agreement by the Guarantors; and



     (i) the ratification of the Subordination Agreement by the Borrower and NNOG.



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 First 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) The execution, delivery and performance by the Borrower of this First Amendment have been
duly authorized by the Borrower;



     (c) This First Amendment constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms;



     (d) The execution, delivery and performance by the Borrower of this First Amendment (a) 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
First Amendment or any Loan Document or the consummation of the 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, (b) 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, (c) 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 (d) will not result in the creation or imposition
of any Lien on any



9









 





EXECUTION VERSION



Property of the Borrower or any Restricted Subsidiary (other than the Liens created by this
First Amendment or the Loan Documents).




ARTICLE V

Miscellaneous




     Section 5.01 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 First 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 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 First 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 First 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 First 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 First Amendment.



     Section 5.02 GOVERNING LAW. THIS FIRST 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 5.03 Descriptive Headings, Etc. The descriptive headings of the sections of
this First 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 First Amendment are hereby incorporated into this First Amendment in their
entirety.



     Section 5.04 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 First 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 9 shall survive the termination of this First Amendment and the Credit Agreement.



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EXECUTION VERSION




     Section 5.05 Entire Agreement. This First 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 First Amendment is a Loan Document executed under the
Credit Agreement.



     Section 5.06 Counterparts. This First 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 First Amendment by facsimile transmission shall
be effective as delivery of a manually executed counterpart thereof.



     Section 5.07 Successors. The execution and delivery of this First Amendment by any
Lender shall be binding upon each of its successors and assigns.



     Section 5.08 Borrowing Base. The Borrowing Base shall be $205,000,000 until the next
Redetermination Date.



[Signatures Begin on Next Page]




11









 





EXECUTION VERSION




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



	 	 	 	 	 
	 	RESOLUTE ANETH, LLC

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



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	RESOLUTE HOLDINGS SUB, LLC,

as Guarantor

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



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	RESOLUTE NATURAL RESOURCES COMPANY,
 as Guarantor

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



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	BWNR, LLC,

as Guarantor

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



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	WYNR, LLC,

as Guarantor

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



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

 	 
	 	By:  	/s/ Jim Zilisch
 	 
	 	 	Jim Zilisch, Managing Director 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	CITICORP USA, INC.,

as Syndication Agent and a Lender

 	 
	 	By:  	/s/ David E. Hunt
 	 
	 	 	David E. Hunt, Vice President 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK SECURITIES INC.,

as Co-Documentation Agent

 	 
	 	By:  	/s/ David E. Sisler
 	 
	 	 	David E. Sisler, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	              /s/ Blaise F. St. Raymond
 	 
	 	 	Blaise F. St. Raymond, Director 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as a Lender

 	 
	 	By:  	/s/ Susan LeFevre
 	 
	 	 	Susan LeFevre, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                       /s/ Scottye Lindsey
 	 
	 	 	Scottye Lindsey, Director 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	FORTIS CAPITAL, CORP.,

as Documentation Agent and a Lender

 	 
	 	By:  	/s/ Scott Myatt
 	 
	 	 	Scott Myatt, Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	           /s/ Darrell Holley
 	 
	 	 	Darrell Holley, Managing Director 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ J. Tyler Fauerbach
 	 
	 	 	J. Tyler Fauerbach, Vice President 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF OKLAHOMA, N.A.,

as a Lender

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



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	COMERICA BANK,

as a Lender

 	 
	 	By:  	/s/ Matthew J. Purchase
 	 
	 	 	Matthew J. Purchase, Vice President 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Guy C. Evangelista
 	 
	 	 	Guy C. Evangelista, Vice President 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	UBS LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Richard L. Tavrow, Director 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	               /s/ Mary E. Evans
 	 
	 	 	Mary E. Evans, Associate Director 	 
	 	 	 	 



 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION




	 	 	 	 	 



	 	 	 	 	 
	 	ALLIED IRISH BANKS, p.l.c.,

as a Lender

 	 
	 	By:  	/s/ Aidan Lanigan
 	 
	 	 	Aidan Lanigan, Vice President 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	             /s/ Margaret Brennan
 	 
	 	 	Margaret Brennan, Senior President 	 
	 	 	 	 
	 




 

Signature Page

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION






RATIFICATION





     Each of the undersigned (“Guarantor”) hereby agrees that its liabilities under the
Amended and Restated Guaranty 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 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 First 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

 	 
	 	By:  	/s/ Theodore Gazulis
 	 
	 	 	Theodore Gazulis, 	 
	 	 	Vice President — Finance and Chief Financial Officer 	 
	 
	 	RESOLUTE NATURAL RESOURCES COMPANY

 	 
	 	By:  	/s/ Theodore Gazulis
 	 
	 	 	Theodore Gazulis, 	 
	 	 	Vice President — Finance and Chief Financial Officer 	 
	 
	 	BWNR, LLC

 	 
	 	By:  	/s/ Theodore Gazulis
 	 
	 	 	Theodore Gazulis, 	 
	 	 	Vice President — Finance and Chief Financial Officer 	 
	 
	 	WYNR, LLC

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




 

Guaranty Ratification

First Amendment to Amended and Restated Credit Agreement









 




EXECUTION VERSION






OMITTED SCHEDULES





     The portions identified below in the following schedules have been omitted from the First
Amendment to Amended and Restated Credit Agreement filed as Exhibit 10.2 to this Registration
Statement on Form S-4 (File No. [___]):




	•	 	Exhibit D — Form of Compliance Certificate





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




 

Omitted Schedule

First Amendment to Amended and Restated Credit Agreement