exv10w1






Exhibit 10.1




EXECUTION VERSION




ELEVENTH AMENDMENT TO CREDIT AGREEMENT




     This ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November
3, 2010, among GASCO ENERGY, INC. (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as
Guarantors (the “Guarantors”), the LENDERS party hereto (the “Lenders”), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent (“Administrative Agent”). Unless the
context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but
not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as
defined below).



WITNESSETH:




     WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders have entered
into that certain Credit Agreement dated as of March 29, 2006 (as the same has been and may
hereafter be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”); and



     WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders desire to
amend the Credit Agreement as provided herein upon the terms and conditions set forth herein.



     NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the Borrower, the Guarantors, the Lenders and the Administrative
Agent hereby agree as follows:


SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of
each condition precedent set forth in Section 3 of this Amendment, and in reliance on the
representations, warranties, covenants and agreements contained in this Amendment, the Credit
Agreement shall be amended in the manner provided in this Section 1 effective as of the
date Borrower satisfies the conditions set forth in Section 3 of this Amendment.




     1.1 Amended Definitions. The following definition in Section 1.01 of the Credit
Agreement shall be and it hereby is amended and restated in its entirety to read as follows:



          “Maturity Date” means March 29, 2012.



SECTION 2. Redetermined Borrowing Base. This Amendment shall constitute notice of a
Redetermination of the Borrowing Base pursuant to Section 3.04 of the Credit Agreement, and the
Administrative Agent, the Lenders, the Borrower and the Guarantors hereby acknowledge that
effective as of the date of this Amendment, the Borrowing Base is $16,000,000, and such
redetermined Borrowing Base shall remain in effect until the earlier of (i) the next
Redetermination of the Borrowing Base and (ii) the date such Borrowing Base is otherwise reduced
pursuant to the terms of the Credit Agreement.



SECTION 3. Conditions. The amendments to the Credit Agreement contained in Section 1 of
this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this
Section 3.




					
	 	 	 	 	 
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     3.1 Execution and Delivery. Each Credit Party, the Lenders and the Administrative Agent
shall have executed and delivered this Amendment and any other required document, all in form and
substance satisfactory to Administrative Agent.



     3.2 No Default. No Default shall have occurred and be continuing or shall result from the
effectiveness of this Amendment.



     3.3 Extension Fee. The Borrower shall have paid to the Administrative Agent, for the benefit
of the Lenders, a fully earned and nonrefundable extension fee in an amount equal to $50,000
($42,500 of which will be payable to JPMorgan Chase Bank, N.A. and $7,500 of which will be payable
to Guaranty Bank and Trust Company).



     3.4 Other Documents. The Administrative Agent shall have received such other instruments and
documents incidental and appropriate to the transaction provided for herein as the Administrative
Agent or its special counsel may reasonably request prior to the date hereof, and all such
documents shall be in form and substance reasonably satisfactory to the Administrative Agent.


SECTION 4. Representations and Warranties of the Credit Parties. To induce the Lenders to enter
into this Amendment, each Credit Party hereby represents and warrants to the Administrative Agent
and the Lenders as follows:




     4.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect
to the amendments herein, each representation and warranty of such Credit Party contained in the
Credit Agreement or in any other Loan Document is true and correct in all material respects on the
date hereof (except to the extent such representations and warranties relate solely to an earlier
date, in which case, such representations and warranties are true and correct as of such earlier
date).



     4.2 Corporate Authority; No Conflicts. The execution, delivery and performance by such Credit
Party of this Amendment and all documents, instruments and agreements contemplated herein are
within such Credit Party’s corporate or other organizational powers, have been duly authorized by
all necessary action, require no action by or in respect of, or filing with, any court or agency of
government and do not violate or constitute a default under any provision of any applicable law or
other agreements binding upon such Credit Party or result in the creation or imposition of any Lien
upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the
Credit Agreement.



     4.3 Enforceability. This Amendment constitutes the valid and binding obligation of such
Credit Party enforceable in accordance with its terms, except as (i) the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights
generally, and (ii) the availability of equitable remedies may be limited by equitable principles
of general application.



     4.4 No Default. As of the date hereof, both before and immediately after giving effect to
this Amendment, no Default has occurred and is continuing.



SECTION 5. Miscellaneous.




					
	 	 	 	 	 
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     5.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions
of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain
in full force and effect and are hereby in all respects ratified and confirmed by each Credit
Party. Each Credit Party hereby agrees that the amendments and modifications herein contained
shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party
under the Credit Agreement and the other Loan Documents or the Liens securing the payment and
performance thereof.



     5.2 Parties in Interest. All of the terms and provisions of this Amendment shall bind and
inure to the benefit of the parties hereto and their respective successors and assigns.



     5.3 Legal Expenses. Each Credit Party hereby agrees to pay all reasonable fees and expenses
of special counsel to the Administrative Agent incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of this Amendment and all related documents.



     5.4 Counterparts. This Amendment may be executed in one or more counterparts and by different
parties hereto in separate counterparts each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one and the same
instrument; signature pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are physically attached to the same document.
Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail
shall be effective as delivery of manually executed counterparts of this Amendment.



     5.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.



     5.6 Headings. The headings, captions and arrangements used in this Amendment are, unless
specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the
terms of this Amendment, nor affect the meaning thereof.



     5.7 Governing Law. This Amendment shall be construed in accordance with and governed by the
law of the State of Texas.



[Signature pages follow]




					
	 	 	 	 	 
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     IN WITNESS WHEREOF, the parties have caused this Eleventh Amendment to Credit Agreement
to be duly executed as of the date first above written.



	 	 	 	 	 
	 	BORROWER:


GASCO ENERGY, INC.

 	 
	 	By:  	/s/ W. King Grant
 	 
	 	 	Name:  	W. King Grant 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	GUARANTORS:


GASCO PRODUCTION COMPANY

 	 
	 	By:  	/s/ W. King Grant
 	 
	 	 	Name:  	W. King Grant 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	RIVERBEND GAS GATHERING, LLC

 	 
	 	By:  	Gasco Energy, Inc.
 	 
	 	 	Its Managing Member 	 
	 	 	 	 
	 	By:  	                         /s/ W. King Grant
 	 
	 	 	Name:  	W. King Grant 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	MYTON OILFIELD RENTALS, LLC

 	 
	 	By:  	Gasco Energy, Inc.
 	 
	 	 	Its Managing Member 	 
	 	 	 
	 	By:  	                         /s/ W. King Grant
 	 
	 	 	Name:  	W. King Grant 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 



Eleventh Amendment to Credit Agreement — Signature Page







 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender and as Administrative Agent,

 	 
	 	By:  	/s/
Geraldine King	 
	 	 	Name:  	Geraldine King	 
	 	 	Title:  	Vice President	 
	 



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	 	GUARANTY BANK AND TRUST COMPANY

as a Lender

 	 
	 	By:  	/s/
Gail J. Nofsinger	 
	 	 	Name:  	Gail J. Nofsinger	 
	 	 	Title:  	Senior Vice President	 
	 



Eleventh Amendment to Credit Agreement — Signature Page