WARRANT AGREEMENT

Exhibit 4.1

WARRANT AGREEMENT

HICKS ACQUISITION COMPANY I, INC.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent

WARRANT AGREEMENT

Dated as of September 27, 2007

WARRANT AGREEMENT

TABLE OF CONTENTS

THIS WARRANT AGREEMENT (this “ Agreement ”), dated as of September 27, 2007, is by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the “ Company ”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “ Warrant Agent ”).

WHEREAS, the Company proposes to issue (i) up to 55,200,000 units (the “ Public Units ”) to be offered in the Company’s initial public offering (the “ IPO ”) pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission (the “ Public Warrants ”) with each Public Unit consisting of one share of Common Stock and one Warrant and (ii) 7,000,000 warrants bearing the legend set forth in Exhibit B hereto to be sold to HH-HACI, L.P., a Delaware limited partnership (the “ Sponsor ”) in a private placement to occur simultaneously with the consummation of the Company’s IPO (the “ Sponsor’s Warrants ”), which in each case entitle the holders thereof to purchase shares of common stock of the Company, $0.0001 par value per share (“ Common Stock ,” and the Common Stock issuable on exercise of the Public Warrants, the Founder’s Warrants or the Sponsor’s Warrants, the “ Warrant Shares ”);

WHEREAS, Thomas O. Hicks, the Company’s chairman of the board and chief executive officer (the “ Founder ”), has agreed to purchase, directly or through a controlled affiliate, in a private placement that will occur immediately prior to the Company’s consummation of an Initial Business Combination (as defined below), 2,000,000 warrants bearing the legend set forth in Exhibit C hereto, entitling the holder thereof to purchase shares of Common Stock (the “ Co-Investment Warrants ”);

WHEREAS, the Sponsor, William H. Cunningham, William A. Montgomery, Brian Mulroney and William F. Quinn (collectively, the “ Initial Stockholders ”) has previously purchased 13,800,000 warrants entitling the holder thereof to purchase shares of Common Stock (the “ Founder’s Warrants ” and together with the Public Warrants and the Sponsor’s Warrants, the “ Warrants ”); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, transfer, exchange and exercise of Warrants and other matters as provided herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.  Appointment of Warrant Agent .  The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the instructions set forth in this Agreement, and the Warrant Agent hereby accepts such appointment.

SECTION 2.  Warrant Certificates .  The certificates evidencing the Warrants (the “ Warrant Certificates ”) to be delivered pursuant to this Agreement shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto.  The Founder’s Warrants were formerly represented by a Warrant issued by the Company to the Sponsor, effective March 1, 2007.

SECTION 3.  Execution of Warrant Certificates .  Warrant Certificates, with the exception of the certificates evidencing the Founder’s Warrants, which were signed on behalf of the Company by its Chief Executive Officer, shall be signed on behalf of the Company by its Chairman of the Board or its President or Chief Executive Officer or a Vice President and by its Secretary or an Assistant Secretary.  Each such signature upon the Warrant Certificates may be in the form of a facsimile signature of the present or any future Chairman of the Board, President, Chief Executive Officer, Vice President, Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any person who shall have been Chairman of the Board, President, Chief Executive Officer, Vice President, Secretary or Assistant Secretary, notwithstanding the fact that at the time the Warrant Certificates shall be countersigned and delivered or disposed of he or she shall have ceased to hold such office.

In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned by the Warrant Agent, or disposed of by the Company, such Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such person had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such officer.

Warrant Certificates shall be dated the date of countersignature by the Warrant Agent.

SECTION 4.  Registration and Countersignature .  Warrant Certificates shall be countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned.  The Warrant Agent shall, upon the written instructions of the Chairman of the Board, the President or Chief Executive Officer, a Vice President, the Treasurer or the Chief Financial Officer of the Company, countersign, issue and deliver Warrants as provided in this Agreement.

The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

SECTION 5.  Registration of Transfers and Exchanges; Transfer Restrictions .  The Warrant Agent shall from time to time, subject to the limitations of this Section 5, register the transfer of any outstanding Warrant Certificates upon the records to be maintained by it for that purpose, upon surrender thereof duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, duly executed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney.  Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be cancelled by the Warrant Agent. Cancelled Warrant Certificates shall thereafter be disposed of by the Warrant Agent in its customary manner.

The Founder’s Warrants and the Sponsor’s Warrants may not be sold or transferred prior to the date that is one hundred and eighty (180) days after the date (such date, the “ Transfer Restriction Termination Date ”) upon which the Company completes an acquisition, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets (its “ Initial Business Combination ”), except (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors or any affiliates of the Sponsor (as defined below), (B) in the case of an Initial Stockholder (other than the Sponsor), by gift to a member of the Initial Stockholder’s immediate family or to a trust, the beneficiary of which is a member of the Initial Stockholder’s immediate family, an affiliate of the Initial Stockholder or to a charitable organization;(C) by virtue of the laws of descent and distribution upon death of Initial Stockholders (other than the Sponsor); (D) by virtue of the laws of the state of Delaware or the Sponsor’s limited partnership agreement upon dissolution of the Sponsor; (E) in the case of an Initial Stockholder (other than the Sponsor) pursuant to a qualified domestic relations order; (F) in the event of a liquidation of the Company prior to the Company’s completion of its Initial Business Combination or (G) the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s consummation of an Initial Business Combination; provided, however , that the permissive transfers set forth above may be implemented only upon the respective transferee’s written agreement with the Company to be bound by the terms and conditions of such transfer restrictions (the “ Permitted Transferees ”).

The Co-Investment Warrants may not be sold or transferred prior to the Transfer Restriction Termination Date, except (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors or any affiliates of the Sponsor, (B) in the case of the Founder, by gift to a member of the Founder’s immediate family or to a trust, the beneficiary of which is a member of the Founder’s immediate

2

family, an affiliate of the Founder or to a charitable organization (C) by virtue of the laws of descent and distribution upon death of the Founder; (D) if a controlled affiliate of the Founder purchases the Co-Investment Warrants, by virtue of the laws of the state of such entity’s organization or organizational documents upon dissolution of such controlled affiliate; (E) in the case of the Founder, pursuant to a qualified domestic relations order; (F) in the event of a liquidation of the Company prior to the Company’s completion of its Initial Business Combination or (G) the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company’s consummation of an Initial Business Combination; provided, however , that the permissive transfers set forth above may be implemented only upon the respective transferee’s written agreement with the Company to be bound by the terms of such transfer restrictions.

The holders of any Founder’s Warrants, Sponsor’s Warrants or Co-Investment Warrants or Warrant Shares issued upon exercise of any Sponsor’s Warrants or Co-Investment Warrants further agree, prior to any transfer of such securities, to give written notice to the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and any such holder agrees not to make any disposition of all or any portion of such securities unless and until:

(a)  there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, in which case the legends set forth in Exhibit B , Exhibit C or Section 6(c) hereof, as the case may be (collectively, the “ Legends ”) with respect to such securities sold pursuant to such registration statement shall be removed; or

(b)  if reasonably requested by the Company, (A) the holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such Securities under the Securities Act, (B) the Company shall have received customary representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by such transferee to the restrictions contained in the Legends.

Each Public Warrant shall initially be issued together with one share of Common Stock as a unit (a “ Unit ”).  The shares of Common Stock and Public Warrants comprising a Unit shall not be separately transferable until the 45 ^th day following the date of the final prospectus related to the offering of the Public Warrants (unless Citigroup Global Markets Inc. informs the Company of its decision to allow earlier separate trading), subject to the Company having filed a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the offering of the Units and having issued a press release announcing when such separate trading of the shares of Common Stock and Public Warrants comprising the Units will begin (such date the “ Detachment Date ”).  Prior to the Detachment Date, Public Warrants may be transferred or exchanged only together with the Unit in which such Public Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.  Furthermore, prior to the Detachment Date, each transfer of a Public Unit on the register relating to such Units shall operate also to transfer the Public Warrant included in such Unit.

Subject to the terms of this Agreement, Warrant Certificates may be exchanged at the option of the holder(s) thereof, when surrendered to the Warrant Agent at its principal corporate trust office, which is currently located at the address listed in Section 17 hereof, for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants.  Any holder desiring to exchange a Warrant Certificate shall deliver a written request to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged.  Warrant Certificates surrendered for exchange shall be cancelled by the Warrant Agent.  Such cancelled Warrant Certificates shall then be disposed of by such Warrant Agent in its customary manner.

3

The Warrant Agent is hereby authorized to countersign, in accordance with the provisions of this Section 5 and of Section 4 hereof, the new Warrant Certificates required pursuant to the provisions of this Section 5.

SECTION 6.           Terms of Warrants

(a)           Exercise Price and Exercise Period

The initial exercise price per share at which Warrant Shares shall be purchasable upon the exercise of Warrants (the “ Exercise Price ”) shall be $7.50 per share, and each Warrant shall be initially exercisable to purchase one share of Common Stock.

Subject to the terms of this Agreement (including without limitation Section 6(d) below), each Warrant holder shall have the right, which may be exercised commencing at the opening of business on the first day of the applicable Warrant Exercise Period set forth below and until 5:00 p.m., New York City time, on the last day of such Warrant Exercise Period, to receive from the Company the number of fully paid and nonassessable Warrant Shares which the holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares.  No adjustments as to dividends will be made upon exercise of the Warrants.

The “ Warrant Exercise Period ” shall commence (subject to Section 6(d) below):

(A)                               With respect to the Public Warrants, the Sponsor Warrants and the Co-Investment Warrants, on the later of

(i)                                      the date that is 12 months from the date of the final prospectus relating to the offering of the Public Warrants; and

(2)                                   the date on which the Company completes its Initial Business Combination;

and shall end on the earlier of:

(1)                                   the date that is four years from the date of the final prospectus relating to the offering of the Public Warrants; and

(2)                                   the Business Day preceding the date on which such Warrants are redeemed pursuant to Section 6(b) below or expire pursuant to Section 6(e) below.

(B)                                 With respect to the Founder’s Warrants , any time after the Closing Price (as defined below) exceeds $13.75 for any 20 days within any 30 day trading period beginning 90 days after the Company’s completion of its initial business combination (as defined in the Prospectus) and shall end on the date that is four years from the date of the final prospectus relating to the offering of the Public Warrants

“ Business Day ” shall mean any day on which the American Stock Exchange is open for trading and which is not a Saturday, a Sunday or any other day on which banks in the City of New York, New York, are authorized or required by law to close.

Each Warrant not exercised prior to 5:00 p.m., New York City time, on the last day of the Warrant Exercise Period shall become void and all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time.

4

(b)           Redemption of Warrants

The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon not less than 30 days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants have become exercisable pursuant to Section 6(a) above, if, and only if, (A) the Closing Price has equaled or exceeded $13.75 per share for any 20 trading days within a 30-trading-day period ending on the third Business Day prior to the notice of redemption to Warrant holders and (B) at all times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the Warrant Shares issuable upon exercise of the Warrants and a current prospectus relating to those Warrant Shares is available.

The “ Closing Price ” of the Common Stock on any date of determination means:

(A)                               the closing sale price for the regular trading session (without considering after hours or other trading outside regular trading session hours) of the Common Stock (regular way) on the American Stock Exchange on that date (or, if no closing price is reported, the last reported sale price during that regular trading session),

(B)                                 if the Common Stock is not listed for trading on the American Stock Exchange on that date, as reported in the composite transactions for the principal United States securities exchange on which the Common Stock is so listed,

(C)                                 if the Common Stock is not so reported, the last quoted bid price for the Common Stock in the over-the-counter market as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or

(D)                                if the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Common Stock from at least three nationally recognized investment banking firms that the Company selects for this purpose.

Notwithstanding the foregoing, none of the Founder’s Warrants or Sponsor’s Warrants shall be redeemable at the option of the Company so long as they are held by the Sponsor or a Permitted Transferee and none of the Co-Investment Warrants shall be redeemable so long as they are held by the Founder, the relevant controlled affiliate or a Permitted Transferee; provided that the fact that one or more Founder’s Warrants, Sponsor’s Warrants or Co-Investment Warrants are non-redeemable by operation of this sentence shall not affect the Company’s right to redeem, pursuant to the other provisions of this Section 6(b) , the Public Warrants, the Co-Investment Warrants, Founder’s Warrants and all Sponsor’s Warrants that are not held, in the case of the Founder’s Warrants and the Sponsor’s Warrants, by the Initial Stockholders, the Sponsor or a Permitted Transferee and in the case of the Co-Investment Warrants, by the Founder, the relevant controlled affiliate or a Permitted Transferee.  Any Founder’s Warrants, Sponsor’s Warrant or Co-Investment Warrants not held by the Initial Stockholders, the Sponsor, the Founder’s Affiliates (in the case of the Co-Investment Warrants) or a Permitted Transferee shall become Public Warrants and subject to the same terms and conditions hereunder as all other Public Warrants.

(c)  Exercise Procedure .

A Warrant may be exercised upon surrender to the Company at the principal stock transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (adjusted as herein provided if applicable) for the number of Warrant Shares in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company in New York Clearing House Funds, or the equivalent thereof.  In no event will any Warrants be settled on a net cash basis.

In the event the Company calls the Warrants and the Co-Investment Warrants for redemption as described above, the Company may require all holders that wish to exercise such warrants to do so on a “cashless

5

basis.”  In such event, each such holder will pay the exercise price by surrendering its Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (A) the product of the number of shares of Common Stock underlying such Warrants, multiplied by the difference between the Exercise Price of such Warrants and the Fair Market Value (defined below) by (B) the Fair Market Value. The “ Fair Market Value ” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the Warrant holders.

The Initial Stockholders and their Permitted Transferees will be entitled to exercise the Founder’s Warrants and the Sponsor’s Warrants, as described above for cash or on a “cashless basis.”  In the event such a holder elects to exercise the Founder’s Warrants or Sponsor’s Warrants on a cashless basis, each such holder will pay the exercise price by surrendering its Founder’s Warrants or Sponsor’s Warrants, as the case may be, for that number of shares of Common Stock equal to the quotient obtained by dividing (A) the product of the number of shares of Common Stock underlying its Founder’s Warrants or Sponsor’s Warrants, as applicable,, multiplied by the difference between the Exercise Price of such Warrants and the Fair Market Value by (B) the Fair Market Value.  Except as required to do so by the Company in the event that the Company calls the Warrants for redemption pursuant to Section 6(b) above, the Public Warrants and the Co-Investment Warrants may not be exercised on a cashless basis.

Subject to the provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Exercise Price (or notice of settlement on a cashless basis, if applicable) the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants.  Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares as of the date of the surrender of such Warrants and payment of the Exercise Price.

The Warrants shall be exercisable, at the election of the holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new certificate evidencing the remaining Warrant or Warrants will be issued, and the Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or Certificates pursuant to the provisions of this Section 6 and of Section 4 hereof, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purpose.  The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption.

All Warrant Certificates surrendered upon exercise of Warrants shall be canceled by the Warrant Agent.  Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay to the Company all monies received by the Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants.

The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office.  The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request.

Certificates evidencing Warrant Shares issued upon exercise of a Sponsor’s Warrant or Co-Investment Warrant shall contain the following legend, unless such Warrant Shares were issued pursuant to an effective registration statement under the Securities Act of 1933, as amended:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE

6

SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

(d)  Registration Requirement .  Notwithstanding anything else in this Section 6, no Warrant may be exercised unless at the time of exercise (A) a registration statement covering the Warrant Shares to be issued upon exercise is effective under the Act and (B) a prospectus thereunder relating to the Warrant Shares is current .  The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed.  In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result, purchasers of the Units will have paid the full Unit purchase price solely for the share of Common Stock included in each Unit.  In no event shall the Company be required to issue unregistered shares upon the exercise of any Warrant or settle Warrants on a net cash basis.

(e)  Expiry Upon Liquidation of Trust Account .  If the Company is dissolved because it fails to effect an Initial Business Combination within the applicable period set forth in its certificate of incorporation, all of the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit purchase price solely for the share of Common Stock included in each Unit.

SECTION 7.  Payment of Taxes .  The Company will pay all documentary stamp taxes attributable to the initial issuance of Warrant Shares upon the exercise of Warrants; provided , however , that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall