Hicks Acquisition Company I, Inc. 40,000,000 Units(1) Common Stock Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • New York
Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") is made as of , 2007, by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
FORM OF WARRANT AGREEMENT HICKS ACQUISITION COMPANY I, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant AgentWarrant Agreement • September 27th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 23rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 22nd day of September, 2009 between Hicks Acquisition Company I, Inc., a Delaware corporation (“Buyer” or “HACI”) and the signatory on the execution page hereof (“Seller”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
This Registration Rights Agreement (this "Agreement"), dated as of September 26, 2007, is made and entered into by and among Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), HH-HACI, L.P., a Delaware limited partnership (the "Sponsor"), Thomas O. Hicks (the "Founder"), the other parties listed under Holder on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party, the Founder and the Sponsor, a "Holder" and collectively the "Holders").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 23rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this 22nd day of September, 2009 between Hicks Acquisition Company I, Inc., a Delaware corporation (“Buyer” or “HACI”) and the signatory on the execution page hereof (“Seller”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of , 2007 (as it may from time to time be amended and including all exhibits referenced herein, this "Agreement"), is entered into by and between HH-HACI, L.P., a Delaware limited partnership (the "Sponsor") and Hicks Acquisition Company I, Inc. (the "Company").
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Hicks Acquisition Company I, Inc. ("Company") and Continental Stock Transfer & Trust Company ("Trustee"), dated as of , 2007 ("Trust Agreement"), this is to advise you that the Company hereby requests that you deliver to the Company $ of the interest, net of the taxes payable on such interest, earned on the Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 1(l), if any, the maximum amount set forth in Section 1(k). The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company's operating account at:
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • September 13th, 2007 • Hicks Acquisition CO I Inc. • Blank checks
This Securities Assignment Agreement (this "Assignment"), dated as of August 30, 2007, is made and entered into by and among HH-HACI, L.P., a Delaware limited partnership (the "Seller") and the parties identified on the signature page hereto (each a "Buyer" and collectively, the "Buyers").
FORM OF CO-INVESTMENT SECURITIES PURCHASE AGREEMENTInvestment Securities Purchase Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
This Co-Investment Securities Purchase Agreement (this "Agreement"), dated as of , 2007, is made and entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), and Thomas O. Hicks ("Buyer"). Buyer and the Company are collectively referred to herein as the "Parties."
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated September 17, 2009 Among RESOLUTE ANETH, LLC, as Borrower, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION and BMO CAPITAL MARKETS...Credit Agreement • September 23rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks • New York
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”), dated as of September 17, 2009, is by and among Resolute Aneth, LLC, a Delaware limited liability company (the “Borrower”), Resolute Holdings Sub, LLC, a Delaware limited liability company, and certain of its subsidiaries (collectively, the “Guarantors”), Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), Wells Fargo Bank, National Association and BMO Capital Markets Financing, Inc., as Co-Syndication Agents (the “Co-Syndication Agents”), Deutsche Bank Securities Inc. and Fortis Capital Corp., as Co-Documentation Agents (the “Co-Documentation Agents”) and the other Lenders party hereto (the “Lenders”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 23rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
AGREEMENT, dated as of September 22, 2009 between Hicks Acquisition Company I, Inc., a Delaware corporation (“Parent”), and Milton Arbitrage Partners, LLC, a Delaware limited liability company (“Stockholder”).
Hicks Acquisition Company I, Inc.Hicks Acquisition CO I Inc. • September 15th, 2009 • Blank checks
Reference is made to that certain Purchase and IPO Reorganization Agreement (the “Acquisition Agreement”), dated as of August 2, 2009, by and among Hicks Acquisition Company I, Inc. (“Buyer”), Resolute Holdings, LLC, Resolute Holdings Sub, LLC (“Seller”), Resolute Aneth, LLC, Resolute Energy Corporation (“IPO Corp.”), Resolute Subsidiary Corporation (“Merger Sub”), and HH-HACI, L.P. (“Founder”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Acquisition Agreement. The undersigned hereby agree as follows:
TERMINATION OF PURCHASE AGREEMENTTermination of Purchase Agreement • August 3rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
THIS TERMINATION OF PURCHASE AGREEMENT (this “Agreement”), dated as of August 2, 2009, is entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the “Company”), Thomas O. Hicks (the “Buyer”) and HH-HACI, L.P. (collectively, the “Parties,” and each, a “Party.”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
This Securities Purchase Agreement (this "Agreement"), effective as of March 1, 2007, is made and entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), and HH-HACI, L.P., a Delaware limited partnership ("Buyer").
AGREEMENTAgreement • September 23rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), dated as of September 22, 2009, is made by and among HICKS ACQUISITION COMPANY I, INC., a Delaware corporation (“HACI”), and VICTORY PARK CAPITAL ADVISORS, LLC, on behalf of one or more entities for which it acts as investment manager (“Victory Park”).
Letterhead]Hicks Acquisition CO I Inc. • July 26th, 2007 • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 5th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • New York
This Agreement is made effective as of September 27, 2007 by and between Hicks Acquisition Company I, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Letterhead]Hicks Acquisition CO I Inc. • July 26th, 2007 • Blank checks
PURCHASE AND IPO REORGANIZATION AGREEMENT among HICKS ACQUISITION COMPANY I, INC., RESOLUTE ENERGY CORPORATION, RESOLUTE SUBSIDIARY CORPORATION, RESOLUTE ANETH, LLC, RESOLUTE HOLDINGS, LLC, RESOLUTE HOLDINGS SUB, LLC, and HH-HACI, L.P. Dated as of...Warrant Agreement • August 6th, 2009 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September , 2009, is by and between Resolute Energy Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
August 2, 2009 Hicks Acquisition Company I, Inc. 100 Crescent Court, Suite 1200 Dallas, TX 75201 Attention: Joseph B. ArmesHicks Acquisition CO I Inc. • August 3rd, 2009 • Blank checks
We are writing to set forth an amendment to the Underwriting Agreement between and among Hicks Acquisition Company I, Inc. (the “Company”) and Citigroup Global Markets Inc. as Representative for the Several Underwriters, dated September 27, 2007 (the “Underwriting Agreement”). Capitalized terms used herein that are not otherwise defined have the meanings ascribed to them in the Underwriting Agreement.
WARRANT AGREEMENT HICKS ACQUISITION COMPANY I, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant AgentWarrant Agreement • October 5th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • New York
September 26, 2007Hicks Acquisition CO I Inc. • September 27th, 2007 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company") and Citigroup Global Markets Inc., as representative of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering"), of 40,000,000 of the Company's units (the "Units"), each comprised of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and one warrant exercisable for one share of Common Stock (each, a "Warrant"). The Units sold in the Offering will be listed and traded on the American Stock Exchange pursuant to a Registration Statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission. Certain capitalized terms used herein are defined in paragraph 11 hereof.
WAIVER UNDER PURCHASE AND IPO REORGANIZATION AGREEMENTWaiver Under Purchase and Ipo Reorganization Agreement • September 23rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks
Pursuant to Section 9.9 of that certain Purchase and IPO Reorganization Agreement, dated August 2, 2009 and as amended (the “Agreement”), by and among Hicks Acquisition Company I, INC., a Delaware corporation (“Buyer”), Resolute Energy Corporation, a Delaware corporation (“IPO Corp.”), Resolute Subsidiary Corporation, a Delaware corporation (“Merger Sub”), Resolute Aneth, LLC, a Delaware limited liability company (“Aneth”), Resolute Holdings, LLC, a Delaware limited liability company (“Parent”), Resolute Holdings Sub, LLC, a Delaware limited liability company (“Seller”), HH-HACI, L.P., a Delaware limited partnership (“Founder”) and certain affiliates of Founder, Parent, Seller, IPO Corp., Merger Sub and Aneth hereby provide the following waiver that may be relied upon and enforced by all parties to the Agreement:
FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENTPurchase Agreement • January 28th, 2009 • Hicks Acquisition CO I Inc. • Blank checks • New York
This FIRST AMENDMENT, dated as of January 27, 2009 (the “First Amendment”), to that certain Equity Purchase Agreement, dated as of July 1, 2008 (the “Purchase Agreement”) is entered into by and among HICKS ACQUISITION COMPANY I, INC., a Delaware corporation (“Buyer”), GPC HOLDINGS, L.P., a Pennsylvania limited partnership (“GPCH”), GRAHAM PACKAGING CORPORATION, a Pennsylvania corporation (“GPC”), GRAHAM CAPITAL COMPANY, a Pennsylvania limited partnership, (“GCC”), GRAHAM ENGINEERING CORPORATION, a Pennsylvania corporation (“GEC” and, together with GPCH, GCC and GPC, the “Graham Family Holders”), BMP/GRAHAM HOLDINGS CORPORATION, a Delaware corporation (“BMP/GHC”), BCP/GRAHAM HOLDINGS L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of BMP/GHC (“BCP LLC”), GPC CAPITAL CORP. II, a Delaware corporation (“IPO Corp.”), GPC OPCO GP LLC, a Delaware limited liability company (“GPC Opco”), GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (the “Compa
EQUITY PURCHASE AGREEMENT Dated as of July 1, 2008 among HICKS ACQUISITION COMPANY I, INC., GPC HOLDINGS, L.P., GRAHAM PACKAGING CORPORATION, GRAHAM CAPITAL COMPANY, GRAHAM ENGINEERING CORPORATION, BMP/GRAHAM HOLDINGS CORPORATION, BCP/GRAHAM HOLDINGS...Equity Purchase Agreement • July 8th, 2008 • Hicks Acquisition CO I Inc. • Blank checks • New York
This EQUITY PURCHASE AGREEMENT is dated as of July 1, 2008 (this “Agreement”) and is between HICKS ACQUISITION COMPANY I, INC., a Delaware corporation (“Buyer”), GPC HOLDINGS, L.P., a Pennsylvania limited partnership (“GPCH”), GRAHAM PACKAGING CORPORATION, a Pennsylvania corporation (“GPC”), GRAHAM CAPITAL COMPANY, a Pennsylvania limited partnership, (“GCC”), GRAHAM ENGINEERING CORPORATION, a Pennsylvania corporation (“GEC” and, together with GPCH, GCC and GPC, the “Graham Family Holders”), BMP/GRAHAM HOLDINGS CORPORATION, a Delaware corporation (“BMP/GHC”), BCP/GRAHAM HOLDINGS L.L.C., a Delaware limited liability company and a wholly owned subsidiary of BMP/GHC (the “BCP LLC”), GPC CAPITAL CORP. II, a Delaware corporation (“IPO Corp.”), GPC OPCO GP LLC, a Delaware limited liability company (“GPC Opco”), GRAHAM PACKAGING HOLDINGS COMPANY, a Pennsylvania limited partnership (the “Company”), and HH-HACI, L.P., a Delaware limited partnership (“Founder”), and solely with respect to Section
HICKS ACQUISITION COMPANY I, INC. August 30, 2007Hicks Acquisition CO I Inc. • September 4th, 2007 • Blank checks
This letter will confirm our agreement that, commencing on the listing date ("Listing Date") of the securities of Hicks Acquisition Company I, Inc. (the "Company") on the American Stock Exchange, pursuant to a Registration Statement on Form S-1, File No. 333-143747, and prospectus filed with the Securities and Exchange Commission (the "Registration Statement") and continuing until the earlier of the consummation by the Company of an initial business combination or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the "Termination Date"), Hicks Holdings Operating, LLC shall make available to the Company, at 100 Crescent Court, Suite 1200, Dallas, Texas 75201 (or any successor location of Hicks Holdings Operating, LLC), certain office space, utilities and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Hicks Holdings Operating, LLC the sum of $10,0
SPONSOR WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • September 27th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 26, 2007 (as it may from time to time be amended and including all exhibits referenced herein, this "Agreement"), is entered into by and between HH-HACI, L.P., a Delaware limited partnership (the "Sponsor") and Hicks Acquisition Company I, Inc. (the "Company").
CO-INVESTMENT SECURITIES PURCHASE AGREEMENTCo-Investment Securities Purchase Agreement • September 27th, 2007 • Hicks Acquisition CO I Inc. • Blank checks • Delaware
This Co-Investment Securities Purchase Agreement (this "Agreement"), dated as of September 26, 2007, is made and entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the "Company"), and Thomas O. Hicks ("Buyer"). Buyer and the Company are collectively referred to herein as the "Parties."
Letterhead]Hicks Acquisition CO I Inc. • September 27th, 2007 • Blank checks
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 23rd, 2009 • Hicks Acquisition CO I Inc. • Blank checks • New York
STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this [___]st day of September, 2009 between Hicks Acquisition Company I, Inc., a Delaware corporation (“Buyer” or “HACI”), the signatory on the execution page hereof (“Seller”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2009 • Hicks Acquisition CO I Inc. • Blank checks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 3,673,600 shares of Common Stock of Hicks Acquisition Company I, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
