Waiver Under Purchase and IPO Reorganization Agreement by Resolute Entities and Affiliates (September 22, 2009)
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Summary
This waiver, dated September 22, 2009, is made by Resolute Energy Corporation and its related entities under a Purchase and IPO Reorganization Agreement with Hicks Acquisition Company I, Inc. The parties agree to waive a specific condition in the agreement that would otherwise be required for the transaction to proceed, provided that the acquisition consideration is at least $240 million. This waiver allows the transaction to move forward under these terms.
EX-10.1 2 d69200exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
WAIVER UNDER PURCHASE AND IPO REORGANIZATION AGREEMENT
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:
WAIVER
Parent, Seller, IPO Corp., Merger Sub and Aneth hereby waive the condition to their obligation to consummate the transactions contemplated by the Agreement stated in Section 7.3(e) of the Agreement but only to the extent that the Acquisition Consideration is not less than $240,000,000.00.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Waiver this 22nd day of September, 2009.
| RESOLUTE ENERGY CORPORATION | RESOLUTE HOLDINGS SUB, LLC | |||||||||||
| By: | /s/ James M. Piccone | By: | /s/ James M. Piccone | |||||||||
| Name: | James M. Piccone | Name: | James M. Piccone | |||||||||
| Title: | President | Title: | President | |||||||||
| RESOLUTE SUBSIDIARY CORPORATION | RESOLUTE HOLDINGS, LLC | |||||||||||
| By: | /s/ James M. Piccone | By: | /s/ James M. Piccone | |||||||||
| Name: | James M. Piccone | Name: | James M. Piccone | |||||||||
| Title: | President | Title: | President | |||||||||
| RESOLUTE ANETH, LLC | ||||||||||||
| By: | /s/ James M. Piccone | |||||||||||
| Name: | James M. Piccone | |||||||||||
| Title: | President | |||||||||||
