THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated September 30, 2008 Among

Exhibit 10.4

Execution Version

THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

Dated September 30, 2008

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

_____________________

Wachovia Capital Markets, LLC,
as Sole Lead Arranger

and

Wachovia Capital Markets, LLC, Wells Fargo Bank, National Association,
and BMO Capital Markets,
as Joint Bookrunners

      THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Third Amendment ”), dated effective as of September 30, 2008, 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, and that certain Second Amendment to Amended and Restated Credit Agreement, dated September 12, 2007 (as the same may be amended, modified, supplemented or restated from time to time, the “ Credit Agreement ”);

      WHEREAS , as part of a corporate reorganization, (a) Primary Natural Resources, Inc., a Delaware corporation, has changed its name to Resolute Wyoming, Inc., a Delaware corporation, and will become a subsidiary of Resolute Holdings Sub, LLC, a Delaware limited liability company (the “ Parent ”), and a guarantor under the Credit Agreement on the date hereof, (b) RNRC Holdings, Inc., a Delaware corporation and a new subsidiary of the Parent, will become a guarantor under the Credit Agreement on the date hereof, and (c) Resolute Natural Resources Company, a Delaware corporation, has converted on the date hereof into a Delaware limited liability company and changed its name to Resolute Natural Resources Company, LLC;

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

      WHEREAS, the existing Lenders desire to assign to the new Lenders their commitments and other interests under the Credit Agreement as described on Schedule 2 hereto; and

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

     ““ Existing Resolute Wyoming Agreement ” means that certain Credit Agreement, dated as of July 31, 2008, among Resolute Wyoming, Resolute Acquisition Company, LLC, Wells Fargo Bank, N.A., as administrative agent and swingline lender, BMO Capital Markets Financing, Inc., as syndication agent, and the other lenders party thereto.”

     ““ Resolute Wyoming ” means Resolute Wyoming, Inc., a Delaware corporation (f/k/a Primary Natural Resources, Inc., a Delaware corporation).”

     ““ RNRC Holdings ” means RNRC Holdings, Inc., a Delaware corporation.”

     ““ Third Amendment ” means that certain Third Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2008, among the Borrower, the Administrative Agent and the other Lenders party thereto.”

     ““ Third Amendment Effective Date ” means September 30, 2008.”

          (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, and further amended by the Third 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 “ Arrangers ” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

     ““ Arrangers ” means Wachovia Capital Markets, LLC, Wells Fargo Bank, National Association, and BMO Capital Markets, in their capacities as joint bookrunners hereunder.”

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

     ““ Co-Documentation Agents ” means Deutsche Bank Securities Inc. and Fortis Capital Corp.”

          (f) The definition of “ Consolidated Net Income ” in Section 1.02 of the Credit Agreement is hereby amended by deleting the period that appears at the end of such definition and adding the following to the end of such definition:

     “; and provided further that if, after the earlier to occur of the repayment in full of the Second Lien Facility or the amendment of the Second Lien Facility to provide for the pro forma treatment of Consolidated Net Income as described in this proviso, the Parent or any of its Consolidated Subsidiaries shall acquire or dispose of any Property during such period, then Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such period.”

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

     ““ RNRC ” means Resolute Natural Resources Company, LLC, a Delaware limited liability company (f/k/a Resolute Natural Resources Company, a Delaware corporation).”

          (h) The definition of “ Syndication Agent ” in Section 1.02 of the Credit Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof, in the proper alphabetical order:

     ““ Co-Syndication Agents ” means Wells Fargo Bank, National Association and BMO Capital Markets Financing, Inc.”

     Section 2.02 Amendment to Section 2.07(a) of the Credit Agreement . Section 2.07(a) of the Credit Agreement is hereby amended by adding the following sentence immediately after the first sentence thereof:

     “For the period from and including the Third Amendment Effective Date to but excluding the date on which the next redetermination of the Borrowing Base becomes effective pursuant to Section 2.07(d), the amount of the Borrowing Base shall be $284,000,000.”

     Section 2.03 Amendment to Section 3.05 of the Credit Agreement . Section 3.05 of the Credit Agreement is hereby amended by deleting subsection (d) in its entirety.

     Section 2.04 Amendment to Section 4.03 of the Credit Agreement . Section 4.03 of the Credit Agreement is hereby amended by adding “, Section 2.09(c)” immediately after the reference to “Section 2.08(e)” therein.

     Section 2.05 Amendment to Section 5.04 . Section 5.04 of the Credit Agreement is hereby amended by adding “or other reimbursements or participations required” in clause (b)(iii) thereof immediately after the reference to “Loans” in clause (b)(iii).

     Section 2.06 Amendment to Section 7.22 of the Credit Agreement . Section 7.22 of the Credit Agreement is hereby amended by adding “and the Existing Resolute Wyoming Agreement” immediately after “the Existing Credit Agreement” in the first line thereof.

     Section 2.07 Amendment to Section 9.01 of the Credit Agreement . Section 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, commencing as of the Third Amendment Effective Date, 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) to be greater than 4.25:1.00 with respect to the period commencing on the Third Amendment Effective Date and ending December 30, 2008; and with respect to the period commencing December 31, 2008 and for all periods ending thereafter to be greater than 4.00:1.00.”

     Section 2.08 Amendment to Section 12.01(a)(iv) of the Credit Agreement . Section 12.01(a)(iv) of the Credit Agreement is hereby amended by adding “RNRC Holdings, Resolute Wyoming or” immediately before “an Exploration Subsidiary,” in the first line thereof.

     Section 2.09 Other Amendments to the Credit Agreement . The Credit Agreement is hereby amended by replacing all references to “Syndication Agent” that appear therein with “Co-Syndication Agents”.

ARTICLE III
Conditions Precedent

     This Third Amendment shall be subject to the satisfaction of the following conditions precedent or concurrent on or before September 30, 2008, and after giving effect to this Third Amendment:

     (a) the Borrower, the Parent, RNRC, RNRC Holdings, Resolute Wyoming, each of the other Guarantors and each of the Lenders shall have executed and delivered counterparts of the Third Amendment, and the Guarantors shall have executed and delivered counterparts of a ratification of the Guaranty Agreement;

     (b) RNRC, RNRC Holdings and Resolute Wyoming shall have executed appropriate mortgages and joinders to the Guaranty Agreement and other Loan Documents, each in form and substance satisfactory to the Administrative Agent;

     (c) the Lenders, the Administrative Agent and the Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the Third Amendment Effective Date;

     (d) the Existing Resolute Wyoming Agreement shall be repaid in full and terminated substantially contemporaneously with the effectiveness of the Third Amendment and the credit extension made on the Third Amendment Effective Date, and all Liens and security interests associated with such agreement shall be released;

     (e) all governmental and third party approvals necessary or, in the discretion of the Administrative Agent, advisable in connection with the corporate reorganization of certain Subsidiaries and Affiliates of the Parent (the “ Reorganization ”) and the Third Amendment, if any, shall have been obtained and be in full force and effect;

     (f) the Lenders shall have received satisfactory (i) restated unaudited consolidated and combined financial statements of the Parent and its Subsidiaries, including Resolute Wyoming, for the six month period ended June 30, 2008, including the unaudited consolidated and combined statement of operations for the four quarters ended June 30, 2008, prepared in accordance with GAAP, and (ii) a consolidated balance sheet for the Parent and its Consolidated Subsidiaries, including RNRC, RNRC Holdings, the Parent, the Exploration Subsidiaries, Resolute Wyoming, and the Borrower, dated as of June 30, 2008;

     (g) the Administrative Agent shall be reasonably satisfied with title to, and the environmental condition of, the Oil and Gas Properties owned by Resolute Wyoming on the Third Amendment Effective Date;

     (h) the Administrative Agent shall have received and be reasonably satisfied with UCC and other lien searches reflecting the absence of othe