FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated May 12, 2009 Among

Exhibit 10.5

EXECUTION VERSION

FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

Dated May 12, 2009

Among

RESOLUTE ANETH, LLC,
as Borrower,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION
and BMO CAPITAL MARKETS FINANCING, INC.,
as Co-Syndication Agents,

DEUTSCHE BANK SECURITIES INC. and FORTIS CAPITAL CORP.,
as Co-Documentation Agents,

and

The Lenders Party Hereto

      THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Third Amendment ”), dated effective as of May 12, 2009, is by and among Resolute Aneth, LLC, a Delaware limited liability company (the “ Borrower ”), Resolute Holdings Sub, LLC, a Delaware limited liability company, and certain of its subsidiaries (collectively, the “ Guarantors ”), Wachovia Bank, National Association, as Administrative Agent (the “ Administrative Agent ”), Wells Fargo Bank, National Association and BMO Capital Markets Financing, Inc., as Co-Syndication Agents (the “ Co-Syndication Agents ”), Deutsche Bank Securities Inc. and Fortis Capital Corp., as Co-Documentation Agents (the “ Co-Documentation Agents ”) and the other Lenders party hereto (the “ Lenders ”).

Recitals

      WHEREAS , the Borrower, the Guarantors, the Administrative Agent and the other lenders party thereto entered into that certain Amended and Restated Credit Agreement, dated as of April 14, 2006, as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated June 27, 2007, that certain Second Amendment to Amended and Restated Credit Agreement, dated September 12, 2007, and that certain Third Amendment to Amended and Restated Credit Agreement dated September 30, 2008 (as the same may be amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”);

      WHEREAS , the Borrower has requested that the Administrative Agent and the Required Lenders amend the Credit Agreement to decrease the borrowing base, amend the maximum leverage ratio covenant and make the other modifications specified herein; and

      WHEREAS, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Required Lenders are willing to amend the Credit Agreement and to take such other actions as provided herein.

      NOW, THEREFORE , in consideration of the premises and the mutual covenants contained herein and in the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
Definitions

Each capitalized term used in this Fourth Amendment and not defined herein shall have the meaning assigned to such term in the Credit Agreement.

ARTICLE II
Amendments

     Section 2.01 Amendments to Section 1.02 of the Credit Agreement .

     (a) Section 1.02 of the Credit Agreement is hereby amended by adding the following new definitions in their proper alphabetical order:

     ““ Borrowing Base Hedging Contracts ” has the meaning given such term in Section 9.19.”

     ““ Defaulting Lender ” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement, (c) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (d) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that the Administrative Agent shall provide written notice to any Lender determined by the Administrative Agent to be a Defaulting Lender hereunder (and shall provide a copy of such written notice to the Borrower). In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, such Lender shall cease to be a Defaulting Lender.”

     ““ Fourth Amendment ” means that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of May 12, 2009, among the Borrower, the Administrative Agent and the other Lenders party thereto.”

     ““ Fourth Amendment Effective Date ” means May 12, 2009.”

     ““ Hedging Agreement Restructuring ” means, collectively, each Unwind of a Borrowing Base Hedging Contract and the replacement Hedging Agreements (if any) entered into by the end of the Business Day immediately succeeding the day on which such Unwind occurs.”

      “ “ Swingline Lender ” means Wachovia Bank, National Association, or any other Lender appointed by the Administrative Agent and acceptable to the

Borrower, in each case, in its capacity as a lender of Swingline Loans hereunder.”

     ““ Unwind ” has the meaning given such term in Section 9.19.”

     (b) The definition of “ Agreement ” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     ““ Agreement ” means this Credit Agreement, as amended by the First Amendment, further amended by the Second Amendment, further amended by the Third Amendment, and further amended by the Fourth Amendment as the same may from time to time be amended, modified, supplemented or restated.”

     (c) The definition of “ Applicable Margin ” in Section 1.02 of the Credit Agreement is hereby amended by deleting the grid set forth therein and inserting the following grid in lieu thereof:

     (d) The definition of “ Borrowing Base ” in Section 1.02 of the Credit Agreement is hereby amended by inserting the words “Section 9.19,” after the words “pursuant to” thereof.

     Section 2.02 Addition of Section 2.08(k) to the Credit Agreement . The following subsection (k) is hereby added to Section 2.08 of the Credit Agreement:

     “(k) Existing Letters of Credit . If Wachovia ceases to be a Lender during a time when it has one or more Letters of Credit outstanding that it has issued hereunder, each such Letter of Credit shall continue to be a Letter of Credit hereunder and Wachovia shall have all of the rights, remedies, powers and privileges of an Issuing Bank hereunder (including, without limitation, the right to be reimbursed for any drawing hereunder) with respect to each such existing Letter of Credit until such time as each such Letter of Credit expires, is drawn and fully reimbursed or is renewed by another Letter of Credit issued hereunder by another Issuing Bank.”

     Section 2.03 Addition of Section 2.10 to the Credit Agreement . The following Section 2.10 is hereby added to the Credit Agreement:

     “Section 2.10 Defaulting Lenders . If any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

     (a) if any LC Exposure exists at the time a Lender becomes a Defaulting Lender then the Borrower shall within two Business Days following notice by the Administrative Agent cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.08(j) for so long as such LC Exposure is outstanding; and

     (b) if any Swingline Loans are outstanding at the time a Lender becomes a Defaulting Lender then the Borrower shall within two Business Days following notice by the Administrative Agent cash collateralize such Defaulting Lender’s participations in the Swingline Loans for so long as such participations are outstanding and the relevant Defaulting Lender continues to be a Defaulting Lender. The cash collateralization will be in accordance with the procedures set forth in Section 2.08(j), except that such cash collateral shall be applied by the Administrative Agent (i) to reimburse a Swingline Lender for Swingline Loans for which it has not been repaid, and (ii) if the maturity of the Loans has been accelerated, to the extent not so applied, to satisfy other obligations of the Borrower under this Agreement.”

     Section 2.04 Amendment to Section 5.04(b) of the Credit Agreement . Section 5.04(b) of the Credit Agreement is hereby amended by deleting clause (iii) thereof and replacing it with “(iii) any Lender becomes a Defaulting Lender hereunder, or”.

     Section 2.05 Amendment to Section 9.01(c) of the Credit Agreement . Sections 9.01(c) of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     “(c) Maximum Leverage Ratio. The Loan Parties will not, at any time, permit the ratio of Funded Debt as of such time to EBITDA of Parent and its Consolidated Subsidiaries for the four quarter period ending on the last day of the immediately preceding fiscal quarter for which financial statements have been provided pursuant to Section 8.01(a) or (b) to be greater than 4.50:1.00 with respect to the quarter period ending on March 31, 2009; and with respect to the quarter period ending on June 30, 2009 and all periods ending thereafter to be greater than 4.00:1.00.”

     Section 2.06 Amendment to Section 9.19 of the Credit Agreement . Section 9.19 of the Credit Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following:

     “T