exv4w5






EXHIBIT 4.5




SEVENTH AMENDMENT TO CREDIT AGREEMENT




     This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of October
30, 2009, 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 2 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 2 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:




     “Redetermination Date” means each date on which the Borrowing Base is
redetermined pursuant to the terms hereof, which shall be (a) with respect to any
Scheduled Redetermination, (i) for the year ending December 31, 2009, on or about
May 1 and November 30 of such year, and (ii) for any year thereafter, on or about
May 1 and November 1 of such year, (b) with respect to any Special Redetermination
requested by the Borrower pursuant to Section 3.03, the first day of the first month
which is not less than twenty (20) Business Days following the date of a request for
a Special Redetermination, and (c) with respect to any Special Redetermination
requested by the Required Lenders, the date notice of such Redetermination is
delivered to the Borrower pursuant to Section 3.04.



     1.2 Mandatory Prepayment of Loans. Clause (a) of Section 2.10 of the Credit Agreement
shall be and it hereby is amended and restated in its entirety to read as follows:



Page 1









 






     (a) Except as otherwise provided in Section 2.10(b), in the event a Borrowing
Base Deficiency exists, the Borrower shall, within thirty (30) days (or in the case
of a Borrowing Base Deficiency arising from or related to the Scheduled
Redetermination of the Borrowing Base on or about November 30, 2009, within fifteen
(15) days) after written notice from the Administrative Agent to the Borrower of
such Borrowing Base Deficiency, notify the Administrative Agent which of the
following actions it will take to eliminate such Borrowing Base Deficiency and
within sixty (60) days (or in the case of a Borrowing Base Deficiency arising from
or related to the Scheduled Redetermination of the Borrowing Base on or about
November 30, 2009, within thirty (30) days) after such notice from the
Administrative Agent (a) by instruments satisfactory in form and substance to the
Required Lenders, provide the Lenders with additional security consisting of Oil and
Gas Interests with value and quality satisfactory to the Lenders in their sole
discretion to eliminate such Borrowing Base Deficiency, (b) prepay, without premium
or penalty, the principal amount of the Loans in an amount sufficient to eliminate
such Borrowing Base Deficiency or (c) by a combination of such additional security
and such prepayment eliminate such Borrowing Base Deficiency.


SECTION 2. 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 2.




     2.1 Execution and Delivery. Each Credit Party, the Required 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.



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



     2.3 Fees. The Borrower shall have paid to the Administrative Agent, for the ratable benefit
of the Lenders, a fully earned and non-refundable amendment fee in an amount equal to $35,000.



     2.4 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 3. 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:




     3.1 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



Page 2









 




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).




     3.2 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.



     3.3 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.



     3.4 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 4. Miscellaneous.




     4.1 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.



     4.2 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.



     4.3 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.



     4.4 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.




Page 3









 





     4.5 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.



     4.6 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.



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



[Signature Pages Follow]





Page 4









 





     IN WITNESS WHEREOF, the parties have caused this Seventh 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:  	Executive Vice President and Chief

Financial Officer 	 
	 
	 	GUARANTORS:





GASCO PRODUCTION COMPANY

 	 
	 	By:  	/s/ W. King Grant
 	 
	 	 	Name:  	W. King Grant 	 
	 	 	Title:  	Executive Vice 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:  	Executive Vice 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:  	Executive Vice President and Chief

Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender and as Administrative Agent,

 	 
	 	By:  	/s/ John Runger
 	 
	 	 	Name:  	John Runger 	 
	 	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GUARANTY BANK AND TRUST COMPANY

as a Lender

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