Exhibit 10.1


 





Execution Version







 





 





 


 


 


May 21, 2015


 


 


Ring Energy, Inc.


200 N. Loraine Street, Suite 1245


Midland, TX 79701


 


		Attention:	William R. Broaddrick



Vice
President and Chief Financial Officer


 


		Re:	$500,000,000 Amended Senior Secured Revolving Credit
Facility for Ring Energy, Inc., subject to an initial Borrowing Base of $100,000,000



 


Gentlemen:


 


Ring Energy, Inc.
(the “Company”) has advised SunTrust Bank and SunTrust Robinson Humphrey, Inc. (the “Arranger”
and, together with SunTrust Bank, “SunTrust”) that the Company intends to acquire (the “Acquisition”)
the oil and gas properties in the Ford West Field and Ford Geraldine Unit in Culberson and Reeves Counties, Texas (the “Acquired
Assets”) of Finley Resources, Inc. the “Seller”) pursuant to a purchase and sale agreement between
the Company and the Seller (the “Acquisition Agreement”). You have further advised SunTrust that, in connection
with the Acquisition, the Company seeks to amend its existing senior credit facility (the “Existing Senior Credit
Facility”) by increasing the maximum facility amount from $100,000,000 to $500,000,000 and increasing the total borrowing
base to $100,000,000, adding additional lenders, extending the maturity date and making other amendments on the terms set forth
in the Summary of Principal Terms and Conditions attached hereto as Annex I (the “Term Sheet”). As used
in this letter, the “Amendment” means the proposed amendment described in this letter and the Term Sheet and
the “Amended Senior Credit Facility” means the Existing Senior Credit Facility as amended by such proposed Amendment.
All transactions described above, together with the financing contemplated hereby, are sometimes referred to herein as the “Transactions”.
Capitalized terms used in this letter but not defined herein shall have the meanings given to them in the Term Sheet.


 


SunTrust Bank is
pleased to commit to provide the full amount of the $100,000,000 initial increased Borrowing Base, subject to the terms and conditions
set forth in this letter and the Term Sheet (collectively, this “Commitment Letter”). You hereby appoint SunTrust
Robinson Humphrey, Inc. to act, and the Arranger agrees to act, as sole lead arranger and book manager for the Amended Senior Credit
Facility, subject to the terms and conditions of this Commitment Letter. No other agents, co-agents or arrangers will be appointed,
or other titles conferred, without the prior written consent of the Arranger.


 






    	 



    	 



    




Ring Energy, Inc.


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		A.	Syndication



 


The Lead Arranger reserves
the right, before or after the execution of the Financing Documentation, to syndicate all or a portion of SunTrust Bank’s
commitment to one or more other financial institutions that will become parties to the Financing Documentation (such financial
institutions, the “Lenders”) and the commitment of SunTrust Bank hereunder shall be reduced dollar-for dollar
as and when the corresponding commitments are received. The Company understands that the Lead Arranger intends to commence such
syndication efforts promptly. The Company agrees to actively assist the Lead Arranger in achieving a Successful Syndication (as
defined in the Fee Letter) and take such action as the Arranger may reasonably request related thereto. The Company’s assistance
shall include (but not be limited to) (i) making senior management, representatives and advisors of the Company and its affiliates
available to participate in meetings and to provide information to potential lenders under the Amended Senior Credit Facility at
such times and places as the Arranger may reasonably request; (ii) using the Company’s existing lending relationships to
assist in the syndication process; and (iii) assisting in the preparation of an information memorandum regarding the Company, the
Acquired Assets, the Amendment and the Amended Senior Credit Facility and other customary marketing materials to be used
in connection with the syndication, in form and substance reasonably acceptable to the Lead Arranger, at least 25 days prior to
the Closing Date; and (iv) preparing and providing promptly to the Lead Arranger all information with respect to the Company, its
subsidiaries, the Acquired Assets and the Transactions, including without limitation all financial information and projections
(the “Projections”), reasonably requested by the Lead Arranger in connection with the syndication of the Amendment.


 


The Arranger will manage
all aspects of the syndication of the Amended Senior Credit Facility in consultation with SunTrust Bank and the Company, including
the timing of all offers to potential Lenders, the determination of all amounts offered to potential Lenders, the selection of
Lenders, the allocation of commitments, and the determination of compensation and titles (such as co-agent, managing agent, etc.)
given, if any, to such Lenders. The Company agrees that no other agents, co-agents or arrangers will be appointed, or other titles
conferred, without the prior written consent of the Lead Arranger, and that no Lender will receive any compensation for its commitment
to, or participation in, the Amended Senior Credit Facility except as expressly set forth in the Term Sheet or the Fee Letter (as
defined below), or as otherwise agreed to and offered by the Arranger.


 


To ensure an orderly
and effective syndication of the Amended Senior Credit Facility, the Company further agrees that until the earlier of termination
of this Commitment Letter and a Successful Syndication (as defined in the Fee Letter), the Company will not, and will not cause
or permit any of its affiliates or agents to, arrange, sell, syndicate or issue, attempt to arrange, sell, syndicate or issue,
announce or authorize the announcement of the arrangement, sale, syndication or issuance of, or engage in discussions concerning
the arrangement, sale, syndication or issuance of, any credit facility or debt security (including any renewals thereof) except
with the prior written consent of the Arranger.


 


		B.	Conditions Precedent



 


The undertakings and
obligations of SunTrust under this Commitment Letter are subject to: (i) the preparation, execution and delivery of mutually acceptable
loan documentation, including an amendment to the Existing Credit Agreement incorporating substantially the terms and conditions
outlined in this Commitment Letter; (ii) the accuracy of all representations that the Company makes to SunTrust (including those
in Section D below) and all information that the Company furnishes to SunTrust, and the absence of any information or other
matter being disclosed after the date hereof that is inconsistent in a material and adverse manner with any information or other
material disclosed to SunTrust; (iii) the completion, and the Company’s reasonable cooperation in connection with, our due
diligence investigation and review, and our satisfaction in all material respects with the results thereof; (iv) the payment in
full of all fees, expenses and other amounts payable hereunder and under the Fee Letter; (v) the compliance with the provisions
of this Commitment Letter; (vi) the Closing Date on or prior to July 31, 2015; and (vii) the satisfaction of the other conditions
set forth in the Term Sheet.


 






    	 



    	 



    




Ring Energy, Inc.


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		C.	Representations



 


The Company represents
and warrants to SunTrust that all information, other than the Projections, that has been or will be made available to SunTrust
or any of the Lenders by the Company or any of the Company’s representatives (or on your or their behalf) in connection with
the transactions contemplated by this Commitment Letter (the “Information”) is or will be, when furnished, complete
and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements contained therein not misleading and (ii) the Projections
have been or will be prepared in good faith based upon reasonable assumptions. The Company agrees to supplement the Information
and the Projections from time to time so that the representation and warranty contained in this paragraph remains correct. In issuing
the commitments and undertakings hereunder and in arranging and syndicating the Amended Senior Credit Facility, SunTrust Bank and
the Arranger are relying on the accuracy of the Information and the Projections without independent verification thereof.


 


The Company authorizes
the Arranger and its affiliates, including SunTrust Bank, to share with each other, and to use, credit and other confidential or
non-public information regarding the Company to the extent permitted by applicable laws and regulations and for the purpose of
performing their obligations under this Commitment Letter and the Amended Senior Credit Facility.


 


		D.	Indemnities, Expenses, Fees Etc.



 


1.   Indemnification.  The
Company agrees to indemnify and hold harmless the Arranger, SunTrust Bank, each other Lender, their respective affiliates and their
respective directors, officers, employees, agents, representatives, legal counsel, and consultants (each, an “Indemnified
Person”) against, and to reimburse each Indemnified Person upon its demand for, any losses, claims, damages, liabilities
or other expenses (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person
by any third party or by the Company or any of its affiliates, arising out of or in connection with this Commitment Letter, the
Fee Letter, the financing and other Transactions or the use of the proceeds of the Amended Senior Credit Facility, or any claim,
litigation, investigation or proceeding relating to any of the foregoing (whether or not such Indemnified Person is a party thereto),
and to reimburse each Indemnified Person upon demand for any legal or other expenses incurred in connection with investigation
or defending any of the foregoing, whether or not such Indemnified Person is a party to any such proceeding, in all cases, whether
or not caused by or arising in whole or in part out of the comparative, contributory or sole negligence of any indemnified person;
provided that the Company shall not be liable pursuant to this indemnity for any Losses to the extent that a court having
competent jurisdiction shall have determined by a final judgment (not subject to further appeal) that such Loss resulted from the
gross negligence or willful misconduct of such Indemnified Person. The Company shall not, without the prior written consent of
any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person
is a party and indemnity has been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that are the subject matter of such indemnity. No Indemnified Person
shall be responsible or liable to the Company or any other person or entity for any punitive, indirect or consequential damages
in connection with the Amendment or the Amended Senior Credit Facility.


 


2.   Fees and Expenses.
In addition to the fees described in the Term Sheet, the Company will pay (or cause to be paid) the fees set forth in that certain
letter agreement dated as of the date hereof, executed by SunTrust Bank and the Lead Arranger and acknowledged and agreed to by
the Company relating to this Commitment Letter (the “Fee Letter”). The Company also agrees to pay, or to reimburse
SunTrust on demand for, all reasonable costs and expenses incurred by SunTrust (whether incurred before or after the date hereof)
in connection with the Amendment, the Amended Senior Credit Facility, the syndication thereof, the preparation of the Financing
Documentation and the other Transactions, including, without limitation, bank meeting expenses and fees and disbursements of its
counsel, regardless of whether the Closing Date occurs. The Company also agrees to pay all costs and expenses of SunTrust (including,
without limitation, fees and disbursements of its counsel) incurred in connection with the enforcement of any of its rights and
remedies hereunder.


 



    	 



    	 



    




Ring Energy, Inc.


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		E.	Miscellaneous



 


1.   Termination.
This Commitment Letter and all commitment and undertakings of SunTrust hereunder shall expire at 5:00 p.m., Atlanta, Georgia
time, on May 29, 2015, unless by such time the Company executes and delivers to SunTrust and this Commitment Letter and the
Fee Letter. Thereafter, all commitments and obligations of SunTrust under this Commitment Letter will terminate upon the earliest
to occur of (i) consummation of the Acquisition (with or without the use of the Amended Senior Credit Facility), (ii) termination
of the Acquisition Agreement, either by its terms or by a court of competent jurisdiction, or (iii) at 5:00 p.m. Atlanta, Georgia
time on July 31, 2015 unless the Closing Date occurs on or prior to such date. In addition to the foregoing, this Commitment
Letter may be terminated at any time by mutual agreement, and all commitments and undertakings of SunTrust hereunder may be terminated
by SunTrust if the Company fails to perform its obligations under this Commitment Letter or the Fee Letter on a timely basis.


 


2.   No Third-Party
Beneficiaries. This Commitment Letter is solely for the benefit of the Company, SunTrust and the Indemnified Persons; no provision
hereof shall be deemed to confer rights on any other person or entity.


 


3.   No Assignment;
Amendment. This Commitment Letter and the Fee Letter may not be assigned by the Company to any other person or entity, but
all of the obligations of the Company hereunder and under the Fee Letter shall be binding upon the successors and assigns of the
Company. This Commitment Letter and the Fee Letter may be not be amended or modified except in writing executed by each of the
parties hereto.


 


4.   Use of Name
and Information. The Company agrees that any references to SunTrust or any of its affiliates made in connection with the Amended
Senior Credit Facility are subject to the prior approval of SunTrust, which approval shall not be unreasonably withheld. SunTrust
shall be permitted to use information related to the syndication and arrangement of the Amended Senior Credit Facility in connection
with marketing, press releases or other transactional announcements or updates provided to investor or trade publications; including,
but not limited to, the placement of “tombstone” advertisements in publications of its choice at its own expense.


 


5.   Governing
Law; Waiver of Jury Trial. This Commitment Letter and the Fee Letter will be governed by and construed in accordance with the
laws of the state of Texas without regard to the principles of conflicts of laws thereof. EACH OF THE COMPANY AND SUNTRUST IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING
OUT OF OR RELATED TO THIS COMMITMENT LETTER, THE FEE LETTER OR ANY OF THE TRANSACTIONS OR THE ACTIONS OF SUNTRUST IN THE NEGOTIATION,
PERFORMANCE OR ENFORCEMENT HEREOF.


 






    	 



    	 



    




Ring Energy, Inc.


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THE COMPANY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT IN THE STATE OF GEORGIA OR THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF GEORGIA FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
COMMITMENT LETTER, THE FEE LETTER, AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE COMPANY AND IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. A FINAL
JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT MAY BE ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION
THE COMPANY OR SUNTRUST ARE OR MAY BE SUBJECT, BY SUIT UPON JUDGMENT. SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT ON THE
COMPANY MAY BE MADE BY REGISTERED MAIL ADDRESSED TO THE COMPANY AT THE ADDRESS APPEARING AT THE BEGINNING OF THIS LETTER FOR ANY
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT PURSUANT TO THIS COMMITMENT LETTER.


 


6.   Survival. The obligations
of the Company under the expense reimbursement, indemnification, confidentiality, and governing law, submission to jurisdiction,
jury trial waiver and related provisions of this Commitment Letter shall survive the expiration and termination of this Commitment
Letter.


 


7.   Confidentiality. The Company
will not disclose or permit disclosure of this Commitment Letter, the Fee Letter nor the contents of the foregoing to any person
or entity (including, without limitation, any Lender other than SunTrust), either directly or indirectly, orally or in writing,
except (i) to the Company’s officers, directors, agents and legal counsel who are directly involved in the transactions contemplated
hereby, in each case on a confidential basis or (ii) as required by law (in which case the Company agrees to inform SunTrust promptly
thereof).


 


8.   No fiduciary duty. The
Company acknowledges and agrees that (i) the commitment to and syndication of the Amended Senior Credit Facility pursuant to this
Commitment Letter is an arm's-length commercial transaction between the Company, on the one hand, and SunTrust, on the other, (ii)
in connection with the transactions contemplated hereby and the process leading to such transactions, SunTrust is and has been
acting solely as a principal and is not the agent or fiduciary of the Company or its stockholders, creditors, employees or any
other party, (iii) SunTrust has not assumed an advisory responsibility or fiduciary duty in favor of the Company with respect to
the transactions contemplated hereby or the process leading thereto (irrespective of whether SunTrust has advised or is currently
advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this
Commitment Letter, (iv) SunTrust and its affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Company and its affiliates, and SunTrust has no obligation to disclose an of such interests by virtue
of any fiduciary or advisory or other relationship as a consequence of this Commitment Letter, and (v) SunTrust has not provided
any legal, accounting, regulatory or tax advice with respect to any transactions contemplated hereby and the Company has consulted
its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company waives and releases, to
the fullest extent permitted by law, any claims that it may have against SunTrust with respect to any breach or alleged breach
of fiduciary duty as a consequence of this Commitment Letter.


 






    	 



    	 



    




Ring Energy, Inc.


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9.   Counterparts.
This Commitment Letter and the Fee Letter may be executed in any number of separate counterparts, all of which together constitute
one original. Delivery of an executed counterpart of a signature page to this Commitment Letter or the Fee Letter by facsimile
transmission or electronic transmission (in pdf form) shall be as effective as delivery of a manually executed counterpart hereof.


 


10.   Entire Agreement;
Swap Disclaimer. (a) This Commitment Letter and the Fee Letter embody the entire agreement and understanding among SunTrust,
the Company and their affiliates with respect to the Amended Senior Credit Facility and any transactions related thereto, and supersede
all prior understandings and agreements among the parties relating to the subject matter hereof. However, the terms and conditions
of the commitments of SunTrust Bank and the undertakings of the Arranger hereunder are not limited to those set forth herein, in
the Term Sheet or in the Fee Letter; those matters not covered or made clear herein or in the Term Sheet are subject to mutual
agreement of the parties.


 


(b)   Nothing herein
constitutes an offer or recommendation to enter into any “swap” or trading strategy involving a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act. Any such offer or recommendation, if any, will only occur after
we have received appropriate documentation from you regarding whether you are qualified to enter into a swap under applicable law.


 


11.   Patriot Act.
SunTrust hereby notifies the Company that pursuant to the requirements of the USA Patriot Improvement and Reauthorization Act of
2005, Title III of Pub. L. 109-177 (signed into law March 9, 2006) (the “Patriot Act”), it and its affiliates
are required to obtain, verify and record information that identifies the Company, which information includes the name, address,
tax identification number and other information regarding the Company that will allow SunTrust to identify the Company in accordance
with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for SunTrust
and its affiliates.


 


 


 


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is intentionally blank]





 






    	 



    	 



    




 


 


We look forward to
working with you on this important transaction.


 


 


Very truly yours,


 


SUNTRUST BANK


 





 


 


By: /s/ Scott Mackey                             


Scott Mackey


Director


 


 


SunTrust
Robinson Humphrey, Inc.


 


 


 


By: /s/ Dan Mayer                                 


Dan Mayer


Director


 


 


 






    	Signature Page to Commitment Letter








    	 



    

 


ACCEPTED AND AGREED


this 21 day of May, 2015:


 


 


RING ENERGY, INC. 


 


 


 


 


By:  /s/ William R. Broaddrick                              


William R. Broaddrick


Vice President and Chief Financial Officer


 




 


 


 


 


 


 






    	Signature Page to Commitment Letter