AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014 among APPROACH RESOURCES INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Documentation Agent, and The Lenders Party Hereto JPMORGAN...Credit Agreement • May 8th, 2014 • Approach Resources Inc • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7, 2014, is among: APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and KEYBANK NATIONAL ASSOCIATION, as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
APPROACH RESOURCES INC. 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2012 • Approach Resources Inc • Crude petroleum & natural gas • New York
Approach Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”), an aggregate of 5,000,000 shares (the “Underwritten Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). At the option of the Underwriters, the Company proposes to issue and sell up to an additional 750,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock.”
INDEMNITY AGREEMENTIndemnity Agreement • September 13th, 2007 • Approach Resources Inc • Crude petroleum & natural gas • Delaware
This Agreement made and entered into as of this ___ day of , 2007, by and between Approach Resources Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), who is currently serving the Company in the capacity of a director and/or officer thereof;
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2007 • Approach Resources Inc • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2007, is by and among Approach Resources Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Stockholders”).
APPROACH RESOURCES INC., AS ISSUER AND ANY SUBSIDIARY GUARANTORS PARTIES HERETO, AS SUBSIDIARY GUARANTORS TO WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE SENIOR INDENTURE DATED AS OF JUNE 11, 2013Indenture • June 11th, 2013 • Approach Resources Inc • Crude petroleum & natural gas • New York
INDENTURE, dated as of June 11, 2013, among Approach Resources Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at One Ridgmar Centre, 6500 West Freeway, Suite 800, Fort Worth, Texas 76116, each of the Subsidiary Guarantors (as hereinafter defined) parties hereto and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).
APPROACH RESOURCES INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 18th, 2007 • Approach Resources Inc • Crude petroleum & natural gas • New York
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Approach Resources Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters to be named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of common stock of the Company (the “Securities”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 28th, 2011 • Approach Resources Inc • Crude petroleum & natural gas • Texas
This Employment Agreement (the “Agreement”) is entered into as of January 24, 2011 (the “Effective Date”), by and between APPROACH RESOURCES INC., a Delaware corporation (the “Company”), and QINGMING YANG, an individual residing in the State of Texas (“Employee”).
APPROACH RESOURCES INC. 5,750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2010 • Approach Resources Inc • Crude petroleum & natural gas • New York
Approach Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”), an aggregate of 5,750,000 shares (the “Underwritten Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). At the option of the Underwriters, the Company proposes to issue and sell up to an additional 862,500 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2007 • Approach Resources Inc • Crude petroleum & natural gas • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2007, is by and among Approach Resources Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2007 • Approach Resources Inc • Texas
This Employment Agreement (the “Agreement”) is entered into as of January 1, 2003 (the “Effective Date”), by and between APPROACH RESOURCES INC., a Delaware corporation (the “Company”), and J. ROSS CRAFT, an individual residing in the State of Texas (“Employee”).
PURCHASE AND SALE AGREEMENT Between and APPROACH OIL & GAS INC. as Buyer Dated February 23, 2011Purchase and Sale Agreement • March 1st, 2011 • Approach Resources Inc • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT dated February 23, 2011, is made by and between J. CLEO THOMPSON & JAMES CLEO THOMPSON, JR., L.P., a Texas limited partnership (“Thompson LP”) and WES-TEX DRILLING COMPANY, L.P., a Texas limited partnership (“Wes-Tex”; Thompson LP and Wes-Tex are sometimes each individually referred to herein as a “Seller Party”, and collectively as “Seller”), and APPROACH OIL & GAS INC., a Delaware corporation (“Buyer”).
APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN 20[_] CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT PERFORMANCE VESTING AND TIME VESTING REQUIREMENTSSettled Performance Share Unit Award Agreement • May 3rd, 2018 • Approach Resources Inc • Crude petroleum & natural gas • Texas
THIS 20[__] CASH-SETTLED PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the [__] day of [__], 20[__], by and between Approach Resources Inc., a Delaware corporation (“Approach”), and [__], an employee, outside director or other individual providing services to Approach or one of its Affiliates (“Participant”).
APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN 20[__] RESTRICTED STOCK AWARD AGREEMENT TSR VESTING REQUIREMENTSRestricted Stock Award Agreement • May 3rd, 2018 • Approach Resources Inc • Crude petroleum & natural gas • Texas
THIS AGREEMENT, made and entered into as of [__], 20[__], by and between Approach Resources Inc., a Delaware corporation (“Approach”), and [__], an employee, outside director or other individual providing services to Approach or one of its Affiliates (“Participant”).
April 10, 2019Consulting Agreement • May 10th, 2019 • Approach Resources Inc • Crude petroleum & natural gas • Texas
This letter agreement (the “Agreement”) confirms our agreement relating to your separation from employment with Approach Resources Inc. (the “Company”).
FOURTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • August 28th, 2019 • Approach Resources Inc • Crude petroleum & natural gas
FOURTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of August 28, 2019, to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPROACH RESOURCES INC., a Delaware corporation, as the Borrower (the “Borrower”), each Guarantor (as such term is defined in the Credit Agreement referenced below) (the Borrower, together with each Guarantor, collectively, the “Credit Parties”), the lenders party to this Amendment (collectively, the “Consenting Lenders”), the Issuing Bank and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for itself and the other Secured Parties (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Glenn W. ReedEmployment Agreement • December 31st, 2008 • Approach Resources Inc • Crude petroleum & natural gas
This First Amendment to Employment Agreement (“Amendment”) is effective December 31, 2008, and serves to modify only those certain terms of the Employment Agreement (“Agreement”) dated and effective January 1, 2003, between Approach Resources Inc. (the “Company”) and Glenn W. Reed (the “Employee”), as stated herein.
NINTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • October 22nd, 2019 • Approach Resources Inc • Crude petroleum & natural gas
NINTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of October 21, 2019 (the “Amendment Effective Date”), to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPROACH RESOURCES INC., a Delaware corporation, as the Borrower (the “Borrower”), each Guarantor (as such term is defined in the Credit Agreement referenced below) (the Borrower, together with each Guarantor, collectively, the “Credit Parties”), the lenders party to this Amendment (collectively, the “Consenting Lenders”), the Issuing Bank and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for itself and the other Secured Parties (in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT AMONG APPROACH RESOURCES INC. AS BORROWER, THE FROST NATIONAL BANK AND THE INSTITUTIONS NAMED HEREIN AS LENDERS, AND THE FROST NATIONAL BANK AS ADMINISTRATIVE AGENT JANUARY 18, 2008 $200,000,000 REVOLVING CREDITCredit Agreement • January 23rd, 2008 • Approach Resources Inc • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT (the “Agreement”) executed as of January 18, 2008 by and among APPROACH RESOURCES INC., a Delaware corporation (“Borrower”), and each of the financial institutions which is a party hereto (as evidenced by the signature pages to this Agreement) or which may from time to time become a party hereto pursuant to the provisions of Section 29 hereof or any successor or permitted assignee thereof (collectively, “Lenders”, and individually, “Lender”), and THE FROST NATIONAL BANK, a national banking association (“Frost”), as Administrative Agent (“Agent”).
APPROACH RESOURCES INC. 7,666,667 Shares of Common Stock Underwriting AgreementApproach Resources Inc • November 13th, 2007 • Crude petroleum & natural gas • New York
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Approach Resources Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters to be named in Schedule 1 to the Underwriting Agreement (the “Underwriters”) of common stock of the Company (the “Securities”).
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2019 • Approach Resources Inc • Crude petroleum & natural gas • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is executed as of April 8, 2019, to be effective as of the Effective Date (defined below) by and between Approach Resources Inc., a Delaware corporation (the “Company”), and J. Ross Craft (“Consultant”; Company and Consultant shall sometimes be referred to herein as “Party” and collectively as “Parties”).
EXECUTIVE GRANT AND SEPARATION AGREEMENTExecutive Grant and Separation Agreement • August 5th, 2014 • Approach Resources Inc • Crude petroleum & natural gas • Texas
This Executive Grant and Separation Agreement (the “Agreement”) is entered into as of May 12, 2014, by and between APPROACH RESOURCES INC., a Delaware corporation (the “Company”), and RALPH P. MANOUSHAGIAN, an individual residing in the State of Texas (“Employee”).
Approach Resources Inc. Underwriting AgreementUnderwriting Agreement • June 11th, 2013 • Approach Resources Inc • Crude petroleum & natural gas • New York
Approach Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $250,000,000 principal amount of its 7.00% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 11, 2013 (the “Base Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”). Certain terms of the Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 31st, 2008 • Approach Resources Inc • Crude petroleum & natural gas
This First Amendment to Employment Agreement (“Amendment”) is effective December 31, 2008, and serves to modify only those certain terms of the Employment Agreement (“Agreement”) dated and effective January 1, 2003, between Approach Resources Inc. (the “Company”) and J. Ross Craft (the “Employee”), as stated herein.
BY EMAIL AND BY FEDEXFinal Release Agreement • May 10th, 2019 • Approach Resources Inc • Crude petroleum & natural gas • Texas
Re: Amendment to Credit Agreement dated as of January 8, 2008 among Approach Resources, Inc.(“Borrower”), the Frost National Bank and the institutions named therein (“Lenders”) and The Frost National Bank, as Administrative Agent (“Agent”)Credit Agreement • August 28th, 2008 • Approach Resources Inc • Crude petroleum & natural gas
Reference is hereby made to that certain Credit Agreement dated as of January 8, 2008 among Approach Resources, Inc., a Delaware corporation (“Borrower”), and each of the financial institutions which is a party thereto or which may from time to time become a party thereto pursuant to the provisions of Section 29 thereof or any successor or permitted assignee thereof (collectively, “Lenders”) and The Frost National Bank, a national banking association, as Administrative Agent (“Agent”) (as amended hereby, the “Loan Agreement”). All capitalized terms herein shall have the meanings ascribed to them in the Loan Agreement.
November 6, 2013Approach Resources Inc • November 8th, 2013 • Crude petroleum & natural gas • Texas
Re: Sixteenth Amendment to Credit Agreement dated as of January 18, 2008 among Approach Resources Inc. (“Borrower”), JPMorgan Chase Bank, N.A. and the institutions named therein (“Lenders”) and JPMorgan Chase Bank, N.A., as Agent (“Agent”)
APPROACH RESOURCES INC. 2007 STOCK INCENTIVE PLAN PERFORMANCE VESTING AND TIME VESTING REQUIREMENTSRestricted Stock Award Agreement • March 11th, 2011 • Approach Resources Inc • Crude petroleum & natural gas • Texas
THIS AGREEMENT, made and entered into as of the ___ day of ____________, 2011, by and between Approach Resources Inc., a Delaware corporation (“Approach”), and _________________________, an employee, outside director or other individual providing services to Approach or one of its Affiliates (“Participant”).
SIXTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENTLimited Forbearance Agreement • September 12th, 2019 • Approach Resources Inc • Crude petroleum & natural gas
SIXTH AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of September 11, 2019 (the “Amendment Effective Date”), to the Limited Forbearance Agreement, dated as of May 9, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Forbearance Agreement”), among APPROACH RESOURCES INC., a Delaware corporation, as the Borrower (the “Borrower”), each Guarantor (as such term is defined in the Credit Agreement referenced below) (the Borrower, together with each Guarantor, collectively, the “Credit Parties”), the lenders party to this Amendment (collectively, the “Consenting Lenders”), the Issuing Bank and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for itself and the other Secured Parties (in such capacity, the “Administrative Agent”).
GAS PURCHASE AGREEMENTGas Purchase Agreement • November 28th, 2007 • Approach Resources Inc • Crude petroleum & natural gas
This Agreement is made and entered into as of November 21, 2007, by and between WTG Benedum Joint Venture (as “Buyer”) and Approach Oil & Gas Inc. and Approach Operating, LLC (as “Seller”).
As of February 1, 2010Approach Resources Inc • February 4th, 2010 • Crude petroleum & natural gas
Re: Seventh Amendment to Credit Agreement dated as of January 18, 2008 among Approach Resources Inc. (“Borrower”), the Frost National Bank and the institutions named therein (“Lenders”) and The Frost National Bank, as Agent (“Agent”)
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 5th, 2014 • Approach Resources Inc • Crude petroleum & natural gas • New York
This First Amendment to Amended and Restated Credit Agreement (this “First Amendment”) is effective as of November 4, 2014 (the “First Amendment Effective Date”), by and among APPROACH RESOURCES INC., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (the “Administrative Agent”), and each of the Lenders party hereto.
GAS PURCHASE CONTRACT DATED MAY 1, 2004 BETWEEN OZONA PIPELINE ENERGY COMPANY, BUYER AND APPROACH RESOURCES I, L.P., THOMPSON PETROLEUM CORPORATION, JEAN CHRISTINE THOMPSON TRUST II, COCKRELL PRODUCTION CO., INC., WES-TEX DRILLING COMPANY, L.P., STAR...Gas Purchase Contract • September 13th, 2007 • Approach Resources Inc • Crude petroleum & natural gas
THIS GAS PURCHASE CONTRACT is made and entered into as of May 1, 2004, and effective as of even date, by and between Approach Resources I, LP, a Texas Limited Partnership, J. Cleo Thompson & James Cleo Thompson, Jr., L.P., a Texas Limited Partnership, Thompson Petroleum Corporation, a Texas Corporation, Jean Christine Thompson Trust II, under agreement dated December 28, 2001, Cockrell Production Co., Inc., a Texas Corporation, Wes-Tex Drilling Company, L.P., a Texas Limited Partnership, Star Production, Inc., a Texas Corporation and Algerita Land & Minerals, LTD. a Texas Limited Partnership (hereinafter referred to as “Sellers”), and Ozona Pipeline Energy Company, a Texas General Partnership (hereinafter referred to as “Buyer”).
Agreement Regarding Gas Purchase Contract Crockett County, Texas (Re: Mariposa — Clayton #1)Approach Resources Inc • September 13th, 2007 • Crude petroleum & natural gas
Reference is made to that Gas Purchase Contract (“the Contract”) dated May 1, 2004 between Ozona Pipeline Energy Company (“OPEC”), Buyer, and Approach Resources I, L.P. (“Approach”) et al, Sellers. A copy of the Contract is attached to this Agreement.
APPROACH OPERATING, L.P., GAS PURCHASE CONTRACT DATED June 1, 2006 By and Between APPROACH OPERATING, L.P., as “Seller” and BELVAN PARTNERS, L.P., as “Buyer”Gas Purchase Contract • October 18th, 2007 • Approach Resources Inc • Crude petroleum & natural gas • Texas
THIS CONTRACT, made and entered into on this 1st day of June, 2006, by and between APPROACH OPERATING, LLC., referred to herein as “Seller” (whether one or more), and BELVAN PARTNERS, L.P., referred to herein as “Buyer”. The parties hereto may be referred to herein jointly as the “Parties”.
APPROACH RESOURCES INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 12th, 2007 • Approach Resources Inc • Delaware
This Restricted Stock Award Agreement (the “Agreement”) is made this 14th day of March 2007, between APPROACH RESOURCES INC., a Delaware corporation (the “Company”), and J. Curtis Henderson, an employee of the Company or one of its affiliates (“Employee”).
