exv10w1






Exhibit 10.1




As of

May 3, 2010




JPMorgan Chase Bank, N.A.

2200 Ross Avenue, Third Floor

Dallas, Texas 75201

Attention: Kimberly A. Bourgeois





	 	 	 	Re: Eighth Amendment to Credit Agreement dated as of January 18, 2008 among
Approach Resources Inc. (“Borrower”), JPMorgan Chase Bank, N.A. and the institutions
named therein (“Lenders”) and JPMorgan Chase Bank, N.A., as Agent (“Agent”)




Ladies and Gentlemen:




     Reference is hereby made to that certain Credit Agreement dated as of January 18, 2008 among
Approach Resources Inc., a Delaware corporation (“Borrower”), JPMorgan Chase Bank, N.A., as Agent
(“Agent”), and the Lenders that are signatory parties hereto (the “Lenders”), as amended by letter
amendment dated as of February 19, 2008, letter amendment dated as of May 6, 2008, Third Amendment
dated as of August 26, 2008, Fourth Amendment dated as of April 8, 2009, Fifth Amendment dated as
of July 8, 2009, Sixth Amendment dated as of October 30, 2009, Seventh Amendment dated as of
February 1, 2010 and this Eighth Amendment dated as of the date hereof (as amended, the “Loan
Agreement”). All capitalized terms herein shall have the meanings ascribed to them in the Loan
Agreement.



     Pursuant to this Eighth Amendment (the “Amendment”), Agent, Lenders and Borrower agree,
effective as of the date hereof, to amend the Loan Agreement according to the terms and provisions
set forth below.



     1. Amendment to Section 1. Defined Terms.




     (a) Effective as of the date hereof, the definition of “Maturity Date” is deleted in
its entirety and the following is substituted therefor:




     “Maturity Date means July 31, 2012.”




     (b) Effective as of the date hereof, the definition of “Pre-Approved Contracts” is
deleted in its entirety and the following is substituted therefor:




“Pre-Approved Contracts means any contracts or agreements entered
into in connection with any Rate Management Transaction which are designed
to hedge, provide a price floor for, or swap crude oil or natural gas or
otherwise sell up to 85%, or in the case of Rate Management Transactions
resulting in a floor price per barrel or mcf, not more than 100% of



 









 







Borrower’s and Guarantors’ Projected Production (with oil and gas
calculated separately) for Rate Management Transactions with Termination
Dates of no more than thirty-six (36) months.”



     2. Affirmation of Borrowing Base and Commitment. As of the effective date hereof, the
Borrowing Base and Commitment under the Loan Agreement will remain at $115,000,000, which will
remain in effect until the next redetermination of the Borrowing Base according to the terms of the
Loan Agreement.



     3. Extension Fee. In consideration for Lenders’ agreement to extend the Maturity
Date, Borrower shall pay to Agent, for the ratable benefit of Lenders, an extension fee in the
amount of $287,500, calculated as 0.25% of the Commitment now in effect.



     4. Ratification by Guarantors. Each Guarantor hereby ratifies and reaffirms all of
its obligations under its Restated Guaranty Agreement (the “Guaranty”) of Borrower’s obligations
under the Loan Agreement, as amended hereby. Each Guarantor also hereby agrees that nothing in
this Amendment shall adversely affect any right or remedy of Lenders under the Guaranty and that
the execution and delivery of this Amendment shall in no way change or modify its obligations as
guarantor under the Guaranty. Although each Guarantor has been informed by Borrower of the matters
set forth in this Amendment and such Guarantor has acknowledged and agreed to the same, such
Guarantor understands that neither Agent nor any Successor Agent has any duty to notify such
Guarantor or to seek such Guarantor’s acknowledgment or agreement, and nothing contained herein
shall create such a duty as to any transaction hereafter.



     5. Representations and Warranties. By executing this Amendment, Borrower hereby
represents, warrants and certifies to Lenders that, as of the date hereof, (a) there exists no
Event of Default or events which, with notice or lapse of time, would constitute an Event of
Default; (b) Borrower has performed and complied with all agreements and conditions contained in
the Loan Agreement or the other Loan Documents which are required to be performed or complied with
by Borrower; and (c) the representations and warranties contained in the Loan Agreement and the
other Loan Documents are true in all material respects, with the same force and effect as though
made on and as of the date hereof.



     6. Confirmation and Ratification. Except as affected by the provisions set forth
herein, the Loan Agreement shall remain in full force and effect and is hereby ratified and
confirmed by all parties. The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or remedy of Lenders
under the Loan Agreement or the other Loan Documents.



     7. Reference to Loan Agreement. Each of the Loan Agreement and the Loan Documents,
and any and all other agreements, documents or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are
hereby amended so that any reference in the Loan Agreement, the Loan Documents and such other
documents to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.



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     8. Assignment of Commitment. Fortis Capital Corp. (“Departing Lender”) desires to
assign all of its rights and obligations as a Lender under the Loan Agreement to BNP Paribas.
Agent and Borrower hereby consent to the assignment by the Departing Lender of its rights and
obligations as a Lender under the Loan Agreement to BNP Paribas. Effective as of the date hereof,
(a) the Commitment of the Departing Lender shall terminate and BNP Paribas shall be deemed to have
acquired the Departing Lender’s Commitment and (b) such acquisition of the Departing Lender’s
Commitment shall be deemed to have been consummated pursuant to the terms of the Assignment and
Assumption Agreement attached as Exhibit D to the Loan Agreement (which is incorporated herein by
reference as if fully set forth herein) as if Departing Lender and BNP Paribas had executed an
Assignment and Assumption with respect to such acquisition.



     9. Multiple Counterparts. This Amendment may be executed in a number of
identical separate counterparts, each of which for all purposes is to be deemed an original, but
all of which shall constitute, collectively, one agreement. No party to this Amendment shall be
bound hereby until a counterpart of this Amendment has been executed by all parties hereto.
Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.



     10. Final Agreement. THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL
PROMISSORY NOTES AND OTHER LOAN DOCUMENTS EXECUTED PURSUANT THERETO OR HERETO, REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG
ANY OF THE PARTIES.



     Please signify your acceptance to the foregoing terms and provisions by executing a copy of
this Amendment at the space provided below.



	 	 	 	 	 
	 	Very truly yours,



BORROWER:



APPROACH RESOURCES INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross Craft, President and Chief Executive 	 
	 	 	Officer 	 



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	 	GUARANTORS:





APPROACH OIL & GAS INC.,

a Delaware corporation

 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross Craft, President and Chief Executive 	 
	 	 	Officer 	 
	 
	 	APPROACH OIL & GAS (CANADA) INC.,

an Alberta, Canada corporation

 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross Craft, President and Chief Executive 	 
	 	 	Officer 	 
	 
	 	APPROACH RESOURCES I, LP,

a Texas limited partnership

 	 
	 	By:  	Approach Operating, LLC, 	 
	 	 	a Delaware limited liability company,
its general partner 	 
	 
	 	 	 
	 	By:  	Approach Resources Inc., 	 
	 	 	a Delaware corporation,
its sole member 	 
	 
	 	 	 
	 	By:  	/s/ J. Ross Craft
 	 
	 	 	J. Ross Craft, President and Chief Executive 	 
	 	 	Officer 	 
	 



	 	 	 

	ACCEPTED AND AGREED TO
effective as of the date and year
first above written:
	 
	 	 
	AGENT:
	 
	 	 
	JPMORGAN CHASE BANK, N.A.
	 
	 	 
	By:

	 	/s/ Kimberly A. Bourgeois
	 

	 	 
	 

	 	Kimberly A. Bourgeois, Senior Vice President —
	 

	 	Oil & Gas Finance






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	LENDERS:
	 
	 	 
	JPMORGAN CHASE BANK, N.A.
	 
	 	 
	By:

	 	/s/ Kimberly A. Bourgeois
	 

	 	 
	 

	 	Kimberly A. Bourgeois, Senior Vice President —


Oil & Gas Finance
	 
	 	 
	THE FROST NATIONAL BANK
	 
	 	 
	By:

	 	/s/ Alex Zemkoski
	 

	 	 
	 

	 	Alex Zemkoski, Vice President
	 
	 	 
	FORTIS CAPITAL CORP., as Departing Lender
	 
	 	 
	By:

	 	/s/ Betsy Jocher
	 

	 	 
	Name:

	 	Betsy Jocher
	 

	 	 
	Title:

	 	Director
	 
	 	 
	By:

	 	/s/ Richard Hawthorne
	 

	 	 
	Name:

	 	Richard Hawthorne
	 

	 	 
	Title:

	 	Director
	 
	 	 
	BNP PARIBAS
	 
	 	 
	By:

	 	/s/ Betsy Jocher
	 

	 	 
	Name:

	 	Betsy Jocher
	 

	 	 
	Title:

	 	Director
	 
	 	 
	By:

	 	/s/ Richard Hawthorne
	 

	 	 
	Name:

	 	Richard Hawthorne
	 

	 	 
	Title:

	 	Director
	 
	 	 
	KEYBANK NATIONAL ASSOCIATION
	 
	 	 
	By:

	 	/s/ Todd Coker
	 

	 	 
	Name:

	 	Todd Coker
	 

	 	 
	Title:

	 	Vice President







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