SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.11

Execution Version

SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

Dated September 17, 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 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Sixth Amendment ”), dated as of September 17, 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 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, that certain Third Amendment to Amended and Restated Credit Agreement dated September 30, 2008, that certain Fourth Amendment to Amended and Restated Credit Agreement dated May 12, 2009, and that certain Fifth Amendment to Amended and Restated Credit Agreement dated July 28, 2009 (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 Majority Lenders amend the Credit Agreement to permit the merger of an Affiliate of the Borrower with Hicks Acquisition Company and to make the other modifications specified herein; and

      WHEREAS, subject to the satisfaction of the conditions set forth herein, the Administrative Agent and the Majority 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 Sixth 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:

     “ Hicks Merger ” means the transactions described in that certain Purchase and IPO Reorganization Agreement among Hicks SPAC, Resolute Energy Corporation and others, dated August 2, 2009, whereby (a) Hicks SPAC and the Loan Parties (as constituted immediately prior to the Sixth Amendment Effective Date) other than Resolute Holdings Sub, LLC become direct or indirect wholly-owned Subsidiaries of Parent and (b) Parent becomes a publicly held corporation.”

     “ Hicks SPAC ” means Hicks Acquisition Company I, Inc., a Delaware corporation.

     “ Sixth Amendment ” means that certain Sixth Amendment to Amended and Restated Credit Agreement, dated as of September 17, 2009, among the Borrower, the Administrative Agent and the other Lenders party thereto.”

     “ Sixth Amendment Effective Date ” means the first Business Day on which all of the conditions precedent set forth in Article III of the Sixth Amendment shall have been satisfied.”

     (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, further amended by the Fourth Amendment, further amended by the Fifth Amendment, and further amended by the Sixth Amendment, as the same may from time to time be amended, modified, supplemented or restated.”

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

     “ Change in Control ” means (a) a majority of the board of directors of Parent ceases to be composed of individuals (i) who were members of such board on the Sixth Amendment Effective Date, (ii) whose election or nomination to such board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of such board, or (iii) whose election or nomination to such board was approved by individuals referred to in clause (i) or (ii) above constituting at the time of such election or nomination at least a majority of such board, (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan) shall acquire beneficial ownership (within the meaning of Rule 13d-3 and 13d-5 of the SEC under the Securities

Exchange Act of 1934, as amended, and including holding proxies to vote for the election of directors other than proxies held by Parent’s management or their designees to be voted in favor of persons nominated by Parent’s board of directors) of 35% or more of the outstanding voting securities of Parent, measured by voting power (including both common stock and any preferred stock or other equity securities entitling the holders thereof to vote with the holders of common stock in the elections for directors of Parent), or (c) Parent shall cease to own, directly or indirectly, at least 99.5% of the Equity Interests of Borrower.”

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

          “ Parent ” means Resolute Energy Corporation, a Delaware corporation.”

     Section 2.02 Amendment to Section 9.04 of the Credit Agreement . Section 9.04 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     “Each Loan Party will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (a) Loan Parties may make Restricted Payments to each other, (b) Hicks SPAC and Parent may make payments in respect of forward stock purchase agreements entered into by Hicks SPAC or Parent in order to secure approval of the Hicks Merger, and (c) Parent may make Restricted Payments not to exceed $1,500,000 in the aggregate during any fiscal year or $2,500,000 in the aggregate during the term of this Agreement (other than (i) upon the occurrence and during the continuance of any Event of Default with respect to matters specified in Sections 10.01(a), (b), (f), (g), (h), (i), (j) or (k), or (ii) when the Borrowing Base Utilization Percentage exceeds ninety percent (90%)).”

     Section 2.03 Amendment to Section 9.05(j) of the Credit Agreement . Section 9.05(j) of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     “(j) loans and advances to directors, officers and employees of Parent or any Restricted Subsidiary permitted by applicable law not to exceed $250,000 in the aggregate at any time.”

     Section 2.04 Amendment to Section 9.11 of the Credit Agreement . Section 9.11 of the Credit Agreement is hereby amended by:

          (a) adding “(a)” immediately prior to “any Restricted Subsidiary” in the fourth line thereof; and

          (b) deleting the period at the end of the last line of Section 9.11 and replacing it with “, and (b) the applicable Loan Parties may consummate the Hicks Merger.”

     Section 2.05 Amendment to Section&