WAIVES AND FULLY AND FINALLY RELEASES AND
FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, and covenants not to sue the
Lender-related parties for, ANY AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS,
RECOUPMENTS, CLAIMS, DEMANDS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES,
DAMAGES, REMEDIES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER
CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED,
DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN,
ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT, ARISING OUT OF
OR FROM OR RELATED TO ANY LAW, STATUTE, RULE, REGULATION, OR ANY OF THE LOAN
DOCUMENTS, WHETHER AT LAW, IN EQUITY, OR OTHERWISE, WHICH any CREDIT PArTY OWNS
AND HOLDS as of the date hereof, OR HAS AT ANY TIME prior to the date hereof
OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE
AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND
DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH
RESPECT THERETO.
THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE
LENDER-RELATED PARTIES BY ANY CREDIT PARTY AND SHALL NOT IN ANY WAY LIMIT ANY
OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY ANY CREDIT PARTY IN FAVOR OF
ANY OF THE LENDER-RELATED PARTIES, IT BEING THE INTENT OF THE CREDIT PARTIES
THAT THIS RELEASE AND COVENANT NOT TO SUE BE AS BROAD AND INCLUSIVE AS PERMITTED
BY APPLICABLE LAW.
7.Miscellaneous.
The provisions of Sections 14, 15, 17 and 19 through 26 of the
Forbearance Agreement are hereby incorporated into this Amendment by reference,
mutatis mutandis.
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3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered as of the date set forth on the first page hereof.
BORROWER:
APPROACH RESOURCES INC.,
a Delaware corporation
Sergei Krylov
Krylov
Title:
Chief Executive Officer
GUARANTORS:
APPROACH OPERATING, LLC,
a Delaware limited liability company
Sergei Krylov
Krylov
Title:
Chief Executive Officer
APPROACH RESOURCES I, LP,
a Texas limited partnership
Sergei Krylov
Krylov
Title:
Chief Executive Officer
APPROACH OIL & GAS INC.,
a Delaware corporation
Sergei Krylov
Krylov
Title:
Chief Executive Officer
APPROACH DELAWARE, LLC,
a Delaware limited liability company
Sergei Krylov
Krylov
Title:
Chief Executive Officer
APPROACH SERVICES, LLC,
a Delaware limited liability company
Sergei Krylov
Krylov
Title:
Chief Executive Officer
APPROACH MIDSTREAM HOLDINGS LLC,
a Delaware limited liability company
Sergei Krylov
Krylov
Title:
Chief Executive Officer
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, an Issuing Bank, and a Lender
David Morris
Morris
Officer
CONSENTING NATIONAL ASSOCIATION,
as a Lender
Dale Conder
Conder
FROST BANK,
as a Lender
Michael Fleming
Fleming
Vice President
CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender
Wes Fontana
Fontana
Director
COMERICA BANK,
as a Lender
Ernest M. Zarb
M. Zarb
Vice President
HANCOCK WHITNEY