Amendment to Underwriting Agreement between Hicks Acquisition Company I, Inc. and Underwriters (Citigroup, Lazard, Ladenburg)

Summary

This amendment, dated August 2, 2009, modifies the Underwriting Agreement between Hicks Acquisition Company I, Inc. and the underwriters represented by Citigroup Global Markets Inc., Lazard Capital Markets, LLC, and Ladenburg Thalmann & Co. Inc. The amendment reduces the deferred discount payable to the underwriters from $17,388,000 to $5,500,000 if it becomes due. The change is made in recognition of the company's efforts to pursue a business combination. The agreement is binding and can only be changed in writing by all parties.

EX-10.1 2 d68617exv10w1.htm EX-10.1 EX-10.1

Exhibit 10.1

August 2, 2009

Hicks Acquisition Company I, Inc.
100 Crescent Court, Suite 1200
Dallas, TX 75201
Attention: Joseph B. Armes

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.

The Underwriters agree that in the event that the Deferred Discount becomes payable such Deferred Discount will be in an aggregate amount equal to $5,500,000 (hereby being reduced from the $17,388,000 that would otherwise be payable (the “New Deferred Discount Amount”). Each of the undersigned represent and warrant that they are parties entitled to such fee and thereby the parties authorized to agree to the afore-mentioned discount. The Underwriters are making the foregoing amendment in consideration of efforts that are being expended by the Company in pursuing a Business Combination and acknowledge that the Company is pursuing the structuring of such Business Combination in reliance on this letter. This letter sets forth the entire agreement with respect to the discount and may only be amended by a writing signed by the Company and the Underwriters.


	Very truly yours, CITIGROUP GLOBAL MARKETS INC.
	By:	/s/ Jason Cunningham
	Name:	Jason Cunningham
	Title:	Managing Director

	LAZARD CAPITAL MARKETS, LLC
	By:	/s/ David G. McMillan, Jr.
	Name:	David G. McMillan, Jr.
	Title:	Managing Director

	LADENBURG THALMANN & CO. INC.
	By:	/s/ Peter H. Blum
	Name:	Peter H. Blum
	Title:	Vice Chairman

Accepted and agreed to as of
the date set forth above:

Hicks Acquisition Company I, Inc.

By:        /s/ Joseph B. Armes
Name:   Joseph B. Armes
Title:     President & CEO