Entry into a Material Definitive Agreement.
As previously disclosed, on May 9, 2019, Approach Resources Inc. (Approach or the Borrower) and certain
subsidiaries of the Company (the Guarantors, and together with the Borrower, the Credit Parties) entered into the Limited Forbearance Agreement (the Forbearance Agreement) with certain lenders named therein (the
Consenting Lenders) and JPMorgan Chase Bank, N.A., as an Issuing Bank and as Administrative Agent, with respect to the Amended and Restated Credit Agreement, dated as of May 7, 2014, as amended, among the Borrower, the Guarantors,
lenders party thereto, and the Administrative Agent (the Credit Agreement). Capitalized terms used in this Item 1.01 but not otherwise defined in this Item 1.01 have the meanings ascribed to them in the Forbearance Agreement.
Pursuant to the terms of the Forbearance Agreement, the Administrative Agent, Consenting Lenders, and the Issuing Bank have agreed, during a
forbearance period, to forbear from exercising their rights and remedies under the Credit Agreement (and related loan documents) and applicable law with respect to the occurrence or continuance of events of default that may occur on
account of the failure of the Borrower to: (i) maintain a ratio of EBITDAX for the four fiscal quarter period ending March 31, 2019 to Interest Expense for such period of not less than 2.25 to 1.00 as required by the Credit Agreement;
(ii) maintain a Total Leverage Ratio for the fiscal quarter ended March 31, 2019 of less than 5.00 to 1.00 as required by the Credit Agreement; and (iii) deliver notice as required by the Credit Agreement with respect to the
events of default described in the foregoing clauses (i) and (ii).
On June 21, 2019, Approach entered into the First Amendment
to the Forbearance Agreement (the First Amendment). The First Amendment amends the Forbearance Agreement to extend the forbearance period from 5:00 p.m. (Dallas, Texas time) on June 22, 2019 until 5:00 p.m. (Dallas, Texas time) on
the earlier of (a) July 22, 2019 and (b) the date on which a Forbearance Termination Event occurs, which includes the occurrence of any event of default other than foregoing specified events of default.
In the ordinary course of their respective businesses, one or more of the Lenders, or their affiliates, have or may have various relationships
with the Company and its subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, advisory or other financial services, for which they received, or will receive,
customary fees and expenses. In addition, the Company and its subsidiaries may have entered into commodity derivative arrangements with one or more Lenders, or their affiliates.
The foregoing does not constitute a complete summary of the terms of the First Amendment. A copy of the First Amendment is attached
hereto as Exhibit 10.1. The representations, warranties and covenants contained in the Forbearance Agreement and First Amendment were made as of a specified date, may be subject to a contractual standard of materiality different from what might
be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Forbearance Agreement and First Amendment are not necessarily
characterizations of the actual state of facts about the Company and its subsidiaries at the time they were made or otherwise and should be read only in conjunction with the other information that the Company makes publicly available in reports,
statements and other documents filed with the Securities and Exchange Commission.