Exhibit 10.16
July 20, 2007
The Frost National Bank
777 Main Street, Suite 500
Fort Worth, Texas 76102
Attention: Mr. John S. Warren
| |
|
|
|
|
|
|
Re: |
|
Second Amendment to Amended and Restated Credit Agreement dated as of February
15, 2007 between Approach Resources I, LP, The Frost National Bank, as Administrative
Agent, and the Lenders parties thereto |
Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of
February 15, 2007 between Approach Resources I, LP (“Borrower”), The Frost National Bank, as
Administrative Agent (“Agent”), and the Lenders parties thereto, as amended by letter amendment
dated June 14, 2007 among Borrower, Agent and Lenders (as amended thereby and hereby, the “Loan
Agreement”). All capitalized terms herein shall have the meanings ascribed to them in the Loan
Agreement.
Pursuant to this letter amendment (the “Amendment”), Agent, Lenders and Borrower agree,
effective as of July 20, 2007, to amend the Loan Agreement according to the terms and provisions
set forth below.
1. Amendment to Section 2(c). Section 2(c) of the Loan Agreement is amended as
follows:
A. The phrase “account of Borrower (the “Letters of Credit”)” in the fourth
line of Section 2(c) of the Loan Agreement is deleted, and the phrase “account of
Borrower or its Affiliate, Approach Oil & Gas Inc. (the “Letters of Credit,”
inclusive of Letters of Credit issued for the account of Approach Oil & Gas Inc.)”
is substituted therefor.
B. The phrase “issued for the account of Borrower” beginning in the tenth line
of Section 2(c) of the Loan Agreement is deleted and the phrase “issued for the
account of Borrower or Approach Oil & Gas Inc., as applicable” is substituted
therefor.
2. Amendment to Section 2(d). Section 2(d) of the Loan Agreement is amended by
deleting the phrase “Borrower shall execute and deliver” beginning in the fifth line of Section 2
(d) and substituting the phrase “Borrower or Approach Oil & Gas Inc. (if the Letter of Credit is
issued for the account of Approach Oil & Gas Inc.) shall execute and deliver.”
3. Ratification by Guarantors. Each Guarantor hereby ratifies and reaffirms all of
its obligations under its 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 Bank 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 Bank has no 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.
4. 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 the Bank
under the Loan Agreement or the other Loan Documents.
5. 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.
6. 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 BETWEEN 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 THE
PARTIES.
Please signify your acceptance to the foregoing terms and provisions by executing a copy of
this Amendment at the space provided below.
[SIGNATURE PAGES TO FOLLOW]
-2-