APPROACH RESOURCES INC. (NASDAQ:AREX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On December20, 2016, Approach Resources Inc. (the
Company) entered into a Second Supplemental
Indenture (the Second Supplemental Indenture) by
and among the Company, the guarantors named therein (the
Guarantors) and Wilmington Trust, National
Association, as successor trustee under the Indenture (as defined
below) (the Trustee). The Second Supplemental
Indenture is a supplement to the Indenture, dated as of June11,
2013 (the Base Indenture), by and among the
Company, the guarantors party thereto and the Trustee, as
supplemented by the First Supplemental Indenture, dated as of
June11, 2013 (the First Supplemental Indenture
and together with the Base Indenture, the
Indenture), which governs the Companys 7.00%
Senior Notes due 2021 (the Notes).

The Second Supplemental Indenture was entered into in connection
with the Exchange Agreement (the Exchange
Agreement), dated as of November2, 2016, by and between
the Company and Wilks Brothers, LLC, a Texas limited liability
company (Wilks), and SDW Investments, LLC, a
Texas limited liability company (SDW, and
collectively with Wilks, the Noteholders)
(previously reported in the Companys Current Report on Form 8-K
dated November2, 2016 and incorporated by reference herein), to
which the Noteholders (representing in excess of a majority of
the outstanding Notes) consented to certain amendments (the
Amendments) to the Indenture which will, among
other things, effective upon and subject to the occurrence of the
Closing, as defined in the Exchange Agreement (the
Operative Time), (i)eliminate certain
definitions and references to definitions contained in Section201
of the First Supplemental Indenture; (ii)eliminate and revise, as
applicable, certain Events of Default contained in Section601 of
the First Supplemental Indenture; (iii)eliminate certain
conditions to consolidation, merger, conveyance, transfer or
lease contained in Section901 of the First Supplemental
Indenture; (iv)eliminate certain covenants contained in Article
XI of the First Supplemental Indenture, including substantially
all of the restrictive covenants set forth therein; and
(v)supplement and amend the Notes and the Securities Guarantees,
as and to the same extent as the Indenture has been amended and
supplemented in accordance with the preceding clauses (i), (ii),
(iii)and (iv). In the event that the Exchange Agreement is
terminated without the Closing having occurred, the Amendments
will not become effective and operative, and the Second
Supplemental Indenture shall immediately upon such termination be
of no further force or effect.

The foregoing description of the Second Supplemental Indenture is
only a summary of, and is qualified in its entirety by reference
to, the full text of the Second Supplemental Indenture, a copy of
which is filed as Exhibit 4.1 to this Current Report on Form 8-K
and is incorporated into this Item1.01 by reference.

The information set forth under Item1.01 of this report is
incorporated by reference into this Item3.03.

(d) Exhibits. The following exhibit is included as a part of this
Current Report on Form 8-K:

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