Exhibit 10.7


 


This
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of September 22, 2010, is between Gasco Energy, Inc.,
a Nevada corporation (the “Company”), and Wells Fargo Bank, National
Association, as Trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company and the Trustee entered into an
Indenture, dated as of June 25, 2010 (the “Indenture”), pursuant to
which the Company issued its 5.50% Convertible Senior Notes due 2015 (the “Notes”);


 


WHEREAS, Section 9.01(e) of the Indenture
provides that the Company and the Trustee may amend the Indenture without the
consent of any Noteholder for the purpose of curing any ambiguity or correcting
or supplementing any defective provision contained in the Indenture; provided
that such modification or amendment does not adversely affect the interests of
the Holders in any material respect;


 


WHEREAS, the Company has determined that this Supplemental
Indenture is authorized and permitted by Section 9.01(e) of the
Indenture and has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel stating that this Supplemental Indenture is authorized and
permitted by the Indenture; and


 


WHEREAS, all acts and things prescribed by the Indenture,
and by the Amended and Restated Articles of Incorporation and the Second
Amended and Restated Bylaws of the Company, necessary to make this Supplemental
Indenture a valid instrument legally binding on the Company and the Trustee, in
accordance with its terms, have been duly done and performed;


 


NOW, THEREFORE, in consideration of the above premises, the
Company and the Trustee covenant and agree for the equal and proportionate
benefit of the respective Holders of the Notes as follows:


 


ARTICLE I


 


Section 1.01.        This
Supplemental Indenture is supplemental to the Indenture and does and shall be
deemed to form a part of, and shall be construed in connection with and as part
of, the Indenture for any and all purposes.


 


Section 1.02.        This
Supplemental Indenture shall become effective immediately upon its execution
and delivery by each of the Company and the Trustee.


 


ARTICLE II


 


Section 2.01.        Section 10.03
of the Indenture is hereby amended and restated in its entirety as follows:


 


“Section 10.03 Fractions of Shares.  No fractional shares of Conversion Stock shall
be issued upon conversion of any Note or Notes into shares of 


 

















 


Conversion
Stock.  If more than one Note shall be
converted into shares of Conversion Stock at one time by the same Holder, the
number of full shares which shall be issued upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof) so converted. 
Instead of any fractional share of Conversion Stock which would
otherwise be issued upon conversion of any Note or Notes (or specified portions
thereof), the Company shall pay a cash adjustment in respect of such fraction
(calculated to the nearest one-100th of a share) in an amount equal to (a) in
the case where the Conversion Stock is Common Stock, the same fraction of the
Closing Price of the Common Stock as of the Trading Day preceding the date of
conversion of the Note or (b) in the case where the Conversion Stock is
Preferred Stock (including pursuant to an Automatic Conversion), the product of
(i) the Closing Price of the Common Stock as of the Trading Day preceding
the date of conversion of the Note multiplied by (ii) the number of shares
of Common Stock (including any fractional shares (calculated to the nearest
one-100th of a share)) which may then be acquired upon conversion of such
fractional share of Preferred Stock in accordance with the Preferred C of D
(without giving effect to any limitations on conversion thereof set forth in Section 6
of the Preferred C of D).”


 


ARTICLE III


 


Section 3.01.        Except as
specifically modified herein, the Indenture and the Notes are in all respects
ratified and confirmed (mutatis mutandis)
and shall remain in full force and effect in accordance with their terms with
all capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.


 


Section 3.02.        Except as
otherwise expressly provided herein, no duties, responsibilities or liabilities
are assumed, or shall be construed to be assumed, by the Trustee by reason of
this Supplemental Indenture.  This
Supplemental Indenture is executed and accepted by the Trustee subject to all
the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.


 


Section 3.03.        The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.  The recitals contained herein
shall be taken as statements of the Company, and the Trustee assumes no
responsibility for their correctness.


 


Section 3.04.        THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


Section 3.05.        The parties may
sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of such executed copies together shall represent the same agreement.


 


[Signature Page Follows]


 


2

















 


IN
WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly
executed as of the date first written above.


 


 


	
   

  	
  GASCO
  ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  W. King Grant

  
	
   

  	
   

  	
  Name:
  

  	
  W.
  King Grant

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick Giordano

  
	
   

  	
   

  	
  Name:

  	
  Patrick
  Giordano

  
	
   

  	
   

  	
  Title:
  

  	
  Vice
  President

  



 


[Signature
Page to First Supplemental Indenture]