CONSENT, WAIVER AND FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
BETWEEN
CROSS BORDER RESOURCES, INC.
AND
TEXAS CAPITAL BANK, N.A.
Effective
February 29, 2012
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS AND INTERPRETATION 1
1.1 Terms
Defined Above 1 1.2 Terms Defined in Agreement 1 1.3 References 1 1.4 Articles
and Sections 2 1.5 Number and Gender 2 1.6 Negotiated Transaction 2
ARTICLE II CONSENT AND WAIVER 2
2.1 Consent and Waiver 2 2.2 Limitation on
Consent and Waiver 2
ARTICLE III AMENDMENT TO AGREEMENT 2
ARTICLE IV
CONDITIONS TO EFFECTIVENESS 3
ARTICLE V RATIFICATION AND ACKNOWLEDGEMENT 3
ARTICLE VI REPRESENTATIONS AND WARRANTIES 3
ARTICLE VII
MISCELLANEOUS 4
7.1 Successors and Assigns 4 7.2 Rights of Third Parties 4
7.3 Counterparts 4 7.4 Integration 4 7.5 Invalidity 4 7.6 Governing Law 4
-i-
CONSENT, WAIVER AND FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This CONSENT, WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is made and entered into effective the 29th day of
February, 2012 (the "Effective Date"), by and between CROSS BORDER RESOURCES,
INC., a Nevada corporation (the "Borrower"), and TEXAS CAPITAL BANK, N.A., a
national banking association (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to that certain Amended and
Restated Credit Agreement dated January 31, 2011 (the "Agreement"); and
WHEREAS, the Borrower has requested that the Lender consent to certain actions
by the Borrower which, without such consent, violate certain provisions of the
Agreement and waive any Default or Event of Default which would otherwise arise
from such actions, and the Lender has agreed to do so as provided in this
Amendment;
WHEREAS, the Borrower and the Lender desire to amend the Agreement in the
particulars hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
Article I
DEFINITIONS AND INTERPRETATION
1.1
Terms Defined Above. As used in this Consent, Waiver and First
Amendment to Amended and Restated Credit Agreement, each of the terms
"Agreement," "Amendment," "Borrower," "Effective Date," "Guarantor" and "Lender"
shall have the meaning assigned to such term hereinabove.
1.2
Terms Defined in Agreement. Each term defined in the Agreement
and used herein without definition shall have the meaning assigned to such term
in the Agreement, unless expressly provided to the contrary.
1.3
References. References in this Amendment to Schedule, Exhibit,
Article, or Section numbers shall be to Schedules, Exhibits, Articles, or
Sections of this Amendment, unless expressly stated to the contrary. References
in this Amendment to "hereby," "herein," "hereinafter," "hereinabove,"
"hereinbelow," "hereof," "hereunder" and words of similar import shall be to
this Amendment in its entirety and not only to the particular Schedule, Exhibit,
Article, or Section in which such reference appears. Specific enumeration herein
shall not exclude the general and, in such regard, the terms "includes" and
"including" used herein shall mean "includes, without limitation," or
"including, without limitation," as the