Exhibit 10.1
AMENDMENT NO. 4
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made
and entered into this 19th day of May, 2010 by and among Resaca
Exploitation, Inc., a Texas corporation ("Parent"), Resaca Acquisition
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), and Cano Petroleum, Inc., a Delaware corporation ("Target").
W I T N E S S E T H :
WHEREAS, Parent, Merger Sub and Target are parties to that certain Agreement and
Plan of Merger dated September 29, 2009, that certain Amendment No. 1 to
Agreement and Plan of Merger dated February 24, 2010, that certain Amendment
No. 2 to Agreement and Plan of Merger dated April 1, 2010 and that certain
Amendment No. 3 to Agreement and Plan of Merger dated April 28, 2010 (as
amended, the "Merger Agreement");
WHEREAS, Parent and Target desire to further amend the Merger Agreement to
modify the method pursuant to which Parent and Target solicit proxies relating
to obtaining the necessary approvals of the agenda items to be voted upon at the
Target Meeting and the Parent Meeting; and
WHEREAS, pursuant to Section 11.12 of the Merger Agreement, the Merger Agreement
may be amended if made in writing by Parent and Target.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1.
CERTAIN DEFINITIONS.
TERMS USED IN THIS AMENDMENT AND
NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE MERGER
AGREEMENT.
ALL REFERENCES TO THE "AGREEMENT" IN THE MERGER AGREEMENT SHALL BE
DEEMED TO REFER TO THE MERGER AGREEMENT, AS AMENDED BY THIS AMENDMENT.
SECTION 2.
AMENDMENT AND RESTATEMENT OF SECTION 4.20.
SECTION 4.20 OF THE MERGER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"
4.20
PROXY/PROSPECTUS; REGISTRATION
STATEMENT.
NONE OF THE INFORMATION TO BE SUPPLIED BY TARGET FOR INCLUSION IN
(A) THE PROXY STATEMENT RELATING TO THE TARGET MEETING (AS DEFINED BELOW) (ALSO
CONSTITUTING THE PROSPECTUS IN RESPECT OF PARENT COMMON SHARES INTO WHICH TARGET
COMMON SHARES WILL BE CONVERTED) (THE "PROXY/PROSPECTUS") TO BE FILED BY TARGET
AND PARENT WITH THE SEC, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, (B) THE
PROXY STATEMENT OR COMPARABLE DOCUMENT RELATING TO THE PARENT MEETING (AS
DEFINED BELOW) (THE "PARENT PROXY") TO BE MAILED BY PARENT TO ITS SHAREHOLDERS
AND ITS NOMAD (AS DEFINED BELOW), AND ANY AMENDMENTS OR SUPPLEMENTS
THERETO, OR (C) THE REGISTRATION STATEMENT ON FORM S-4 (THE "REGISTRATION
STATEMENT") TO BE FILED BY PARENT WITH THE SEC IN CONNECTION WITH THE MERGER,
AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, WILL, AT THE RESPECTIVE TIMES SUCH
DOCUMENTS ARE FILED, AND, IN THE CASE OF THE PROXY/PROSPECTUS AND THE PARENT
PROXY, AT THE TIME SUCH DOCUMENTS OR ANY AMENDMENT OR SUPPLEMENT THERETO IS
FIRST MAILED TO THE TARGET AND PARENT STOCKHOLDERS,