exv10w1






Exhibit 10.1




Execution Version




THIRD AMENDMENT TO CREDIT AGREEMENT




     This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of May 14,
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, Borrower, Guarantors, Administrative Agent and 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 Lenders and the Administrative Agent 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 5 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 5 of this Amendment.




     1.1 Additional Definition. Section 1.01 of the Credit Agreement shall be and it
hereby is amended by inserting the following definition in appropriate alphabetical order:



          “Third Amendment Effective Date” means May 14, 2009.




     1.2 Amended Definitions. The following definitions in Section 1.01 of the Credit
Agreement shall be and they hereby are amended and restated in their respective entireties to read
as follows:




     “Applicable Rate” means, for any day, with respect to any Eurodollar Loan or ABR Loan, or
with respect to the Unused Commitment Fees payable hereunder, as the case may be, the applicable
rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread” or “Unused
Commitment



			
	 	 	 
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     Fee Rate”, as the case may be, based upon the Borrowing Base Usage applicable on
such date:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ABR	 	Unused Commitment
	Borrowing Base Usage	 	Eurodollar Spread	 	Spread	 	Fee Rate
	 3  90%
	 	 	325 b.p.	 	 	 	225 b.p.	 	 	 	50 b.p.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3 75% and < 90%
	 	 	300 b.p.	 	 	 	2.00 b.p.	 	 	 	50 b.p.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3  50% and < 75%
	 	 	275 b.p.	 	 	 	175 b.p.	 	 	 	50 b.p.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	< 50%
	 	 	250 b.p.	 	 	 	150 b.p.	 	 	 	50 b.p.	 







Each change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next change.




     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any
Interest Period, the greater of (a) the rate appearing on Reuters BBA Libor Rates
Page 3750 (or on any successor or substitute page of such page, providing rate
quotations comparable to those currently provided on such page of such page, as
determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period and (b) two percent (2.00%) per annum.
In the event that such rate is not available at such time for any reason, then the
“LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall
be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank market
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.




     “Minimum Collateral Amount” means (a) at any time during the period
from the Third Amendment Effective Date until ten (10) days after the Third
Amendment Effective Date, an amount equal to fifty-five percent (55%) of the
Engineered Value of all Borrowing Base Properties at such time and (b) at any
time thereafter, an amount equal to ninety percent (90%) of the Engineered Value of
all Borrowing Base Properties at such time.




     “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



			
	 	 	 
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Scheduled Redetermination, on or about May 1 and November 1 of each year, commencing
May 1, 2006, (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.



     1.3 Repayment of Loans; Evidence of Debt. Clause (e) of Section 2.08 of the Credit
Agreement shall be and it hereby is amended and restated in its entirety to read as follows:




     (e) Any Lender may request that Loans made by it be evidenced by a promissory
note. In such event, the Borrower shall prepare, execute and deliver to such Lender
a promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to Section
11.04) be represented by one or more promissory notes in such form payable to the
order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).



     1.4 Mandatory Prepayment of Loans. Clause (a) of Section 2.10 of the Credit Agreement
shall be and it hereby is amended by adding the following provision to the end thereof to read as
follows:




     Notwithstanding anything to the contrary contained herein, with respect to any
Borrowing Base Deficiency arising from or related to the Redetermination of the
Borrowing Base on the Third Amendment Effective Date, the Borrower shall prepay the
principal amount of the Loans in an amount sufficient to eliminate such Borrowing
Base Deficiency on or before the Third Amendment Effective Date.



     1.5 Special Redeterminations. The first sentence of Section 3.03 of the Credit
Agreement shall be and it hereby is amended and restated in its entirety to read as follows:




     In addition to Scheduled Redeterminations, (a) the Borrower shall be permitted
to request a Special Redetermination of the Borrowing Base once between each
Scheduled Redetermination and (b) the Required Lenders shall be permitted to request
a Special Redetermination of the Borrowing Base once between each Scheduled
Redetermination; provided that, in addition to any Special Redetermination of the
Borrowing Base pursuant to this clause (b), the Required Lenders shall make a
Special Redetermination on or about June 30, 2009.



     1.6 Title. Section 6.10 of the Credit Agreement shall be and it hereby is amended and
restated in its entirety to read as follows:



			
	 	 	 
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     Section 6.10. Title Data. The Borrower will, and will cause each Guarantor that is
an owner of Mortgaged Properties to, deliver to the Administrative Agent such opinions of counsel
and other evidence of title as the Administrative Agent shall deem reasonably necessary or
appropriate to verify (a) the Borrower’s and such Guarantor’s title to Mortgaged Properties with an
Engineered Value of (i) at any time prior to twenty (20) days after the Third Amendment Effective
Date, not less than 80% of the Minimum Collateral Amount specified in clause (a) of the definition
thereof, and (ii) at all other times, not less than 80% of the Minimum Collateral Amount specified
in clause (b) of the definition thereof, and (b) the validity, perfection and priority of the Liens
created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent
shall reasonably request.



     1.7 Consultant. Article VI of the Credit Agreement shall be and it hereby is amended
by adding to the end thereof a new Section 6.15 to read as follows:




     Section 6.15. Consultant. No later than May 29, 2009, the Borrower
shall engage a financial consultant reasonably acceptable to the Administrative
Agent on terms and conditions reasonably acceptable to the Administrative Agent and
neither the engagement of such financial consultant nor the terms and conditions of
such engagement may be terminated, amended, modified or supplemented without the
prior written consent of the Administrative Agent.



     1.8 Swap Agreements. Section 7.05 of the Credit Agreement shall be and it hereby is
amended and restated in its entirety to read as follows:




     Section 7.05. Swap Agreements. The Borrower will not, nor will it
permit any of its Restricted Subsidiaries to, enter into or maintain any Swap
Agreement, except Swap Agreements with an Approved Counterparty having a tenor not
greater than 5 years entered into in the ordinary course of business and not for
speculative purposes to (a) hedge or mitigate Crude Oil and Natural Gas price risks
to which the Borrower or any Restricted Subsidiary has actual exposure;
provided that such Swap Agreements (at the time each transaction under such
Swap Agreement is entered into) would not cause the aggregate notional volume for
each of Crude Oil and Natural Gas, calculated separately, under all Swap Agreements
then in effect to exceed eighty percent (80%) of the “forecasted production from
proved producing reserves” (as defined below) of the Borrower and the Restricted
Subsidiaries for each month during the period such Swap Agreement is in effect;
except that, with respect to the determination of the Borrower’s compliance
with this Section 7.05 during the calendar year ending December 31, 2009, such
notional volumes for each of Crude Oil and Natural Gas, calculated separately, shall
not exceed the greater of (i) the notional volumes of all Swap Agreements in effect
as of April 22, 2008 and (ii) the notional volumes permitted under the immediately
preceding proviso, and (b) effectively cap, collar or exchange interest rates (from
fixed to floating rates, from one floating rate to another floating rate or
otherwise) the notional amounts of which



			
	 	 	 
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(when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries
then in effect with respect to interest rates) do not exceed 100% of the then
outstanding principal amount of the Indebtedness for borrowed money of the Borrower
and its Subsidiaries, on a consolidated basis. As used in this clause, “forecasted
production from proved producing reserves” means the forecasted production of Crude
Oil and Natural Gas as reflected in the most recent Reserve Report delivered to the
Administrative Agent pursuant to Section 6.01, after giving effect to any pro forma
adjustments for the consummation of any Acquisitions or dispositions since the
effective date of such Reserve Report. In the event any Credit Party enters into a
Swap Agreement, the terms and conditions of such Swap Agreement may not be amended
or modified, nor may any Credit Party sell, assign, monetize, transfer, cancel or
otherwise dispose of any of its rights and interests in any such Swap Agreement
without the prior written consent of Required Lenders (it being understood that any
Lender Counterparty may sell assign, transfer, unwind, novate or otherwise dispose
of its rights and interests in any Swap Agreement to any Approved Counterparty at
any time). Upon the request of the Required Lenders, Borrower will, and will cause
each Restricted Subsidiary to, take all actions necessary to cause all of its right,
title and interest in each Swap Agreement to which it is a party and the hedge
transactions related thereto to be collaterally assigned to the Administrative
Agent, for the benefit of the Secured Parties, and shall, if requested by the
Administrative Agent or the Required Lenders, use its commercially reasonable
efforts to cause each such agreement or contract to (a) expressly permit such
assignment and (b) upon the occurrence of any default or event of default under such
agreement or contract, (i) to permit the Lenders to cure such default or event of
default and assume the obligations of such Credit Party under such agreement or
contract and (ii) to prohibit the termination of such agreement or contract by the
counterparty thereto if the Lenders assume the obligations of such Credit Party
under such agreement or contract and the Lenders take the actions required under the
foregoing clause (i). Upon the request of the Administrative Agent, the Borrower
shall, within thirty (30) days of such request, provide to the Administrative Agent
and each Lender copies of all agreements, documents and instruments evidencing the
Swap Agreements not previously delivered to the Administrative Agent and Lenders,
certified as true and correct by a Financial Officer of the Borrower, and such other
information regarding such Swap Agreements as the Administrative Agent and Lenders
may reasonably request.



     1.9 Notices. Clause (ii) of Section 11.01(a) of the Credit Agreement shall be and it
hereby is amended and restated in its entirety to read as follows:




     (ii) if to the Administrative Agent or Issuing Bank, to JPMorgan Chase Bank,
N.A., 10 South Dearborn Street, 19th Floor, Chicago, Illinois 60603,
Telecopy No.: (312) 385-7051, Attention: Tess Siao, with a copy to JPMorgan Chase
Bank, N.A., Mail Code TX2-S038, 712 Main Street, 8th Floor, Houston,
Texas 77002, Telecopy No. (713) 216-7770, Attention: Ryan Fuessel, Senior Vice
President;



			
	 	 	 
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     1.10 Amendment to Schedules. Schedule 2.01 of the Credit Agreement shall be and it
hereby is amended and restated in its entirety and replaced with Schedule 2.01 attached
hereto.


SECTION 2. Consent. The Administrative Agent and the Lenders hereby consent to any Credit Party
selling, assigning or monetizing its rights and interests in any Swap Agreement during the period
from and including May 7, 2009 to and including the Third Amendment Effective Date so long as (x)
the consideration received in respect of such sale, assignment or monetization is equal to or
greater than the fair market value of such Credit Party’s rights and interests in the Swap
Agreements subject to such sale, assignment or monetization, (y) 100% of the consideration received
by such Credit Party for such sale, assignment or monetization is in the form of cash, and (z)
immediately upon the receipt of the cash proceeds from such sale, assignment or monetization, such
Credit Party applies such cash proceeds (net of any reasonable out-of-pocket fees and expenses
incurred by such Credit Party in connection with such sale, assignment or monetization and approved
by the Administrative Agent) to prepay the principal amount of the Loans. The consent provided in
this Section 2 shall be deemed to be effective as of May 7, 2009 upon the satisfaction of
the conditions set forth in Section 5 of this Amendment.



SECTION 3. Redetermined Borrowing Base. This Amendment shall constitute notice of the
Redetermination of the Borrowing Base pursuant to Section 3.04 of the Credit Agreement, and
the Administrative Agent, the Lenders and the Borrower hereby acknowledge that effective as of the
Third Amendment Effective Date, the Borrowing Base is $35,000,000.



SECTION 4. Commitments. The Administrative Agent and the Lenders hereby agree that, effective as
of the Third Amendment Effective Date, the Commitment and Applicable Percentage of each Lender
shall be as set forth on Schedule 2.01 of this Amendment.



SECTION 5. Conditions. The amendments to the Credit Agreement contained in Section 1 of
this Amendment and the redetermination of the Borrowing Base contained in Section 3 of this
Amendment shall be effective upon the satisfaction of each of the conditions set forth in this
Section 5.




     5.1 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.



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



     5.3 Mortgages and Title. The Administrative Agent shall have received Mortgages and title
information, in each case, reasonably satisfactory to the Administrative Agent with respect to the
Borrowing Base Properties, or the portion thereof, as required by Sections 6.09 and 6.10 of the
Credit Agreement.



     5.4 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,



			
	 	 	 
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and all such documents shall be in form and substance reasonably satisfactory to the Administrative
Agent.



SECTION 6. 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:




     6.1 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).



     6.2 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.



     6.3 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.



     6.4 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 7. Miscellaneous.




     7.1 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.



     7.2 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.



			
	 	 	 
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     7.3 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.



     7.4 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.



     7.5 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.



     7.6 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.



     7.7 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 Third 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 	 
	 



Third Amendment to Credit Agreement — Signature Page




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as a Lender and as Administrative Agent,

 	 
	 	By:  	/s/ Ryan Fuessel
 	 
	 	 	Name:  	Ryan Fuessel 	 
	 	 	Title:  	Senior Vice President 	 
	 



Third Amendment to Credit Agreement — Signature Page





 









 





	 	 	 	 	 
	 	GUARANTY BANK AND TRUST COMPANY

as a Lender

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



Third Amendment to Credit Agreement — Signature Page





 









 








SCHEDULE 2.01

Applicable Percentages and Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 
	Lender	 	Title	 	Percentage	 	Commitment 1
	JPMorgan Chase Bank, N.A.
	 	Administrative Agent 	 	 	88.8888889	%	 	$	31,111,111.12	 
	712 Main Street

	 	and a Lender	 	 	 	 	 	 	 	 
	8th Floor

Mail Code: TX2-S038

Houston, Texas 77002

Attention: Ryan Fuessel 

Telephone: (713) 216-6291

Facsimile: (713) 216-7770
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	with a copy to:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.

10 South Dearborn

Floor 19

Chicago, Illinois 60603

Attention: Tess Siao

Telephone: (312) 385-7051

Facsimile: (312) 385-7096

teresita.r.siao@jpmchase.com

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Guaranty Bank and Trust Company
	 	Lender	 	 	11.1111111	%	 	$	3,888,888.88	 
	1331 Seventeenth Street

2nd Floor

Denver, CO 80202

Attention: Gail J. Nofsinger

Telephone: (303) 293-5521

Facsimile: (303) 313-6758

gail.nofsinger@guarantybankco.com
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	 	 	 	 	100.00	%	 	$	35,000,000	 









 




			
	1	 	As of the Third Amendment Effective Date, as such
amount may be (a) reduced from time to time pursuant to Section 2.02 of
the Credit Agreement, (b) reduced or increased from time to time as a
result of changes in the Borrowing Base pursuant to Article III of the
Credit Agreement, or (c) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 11.04 of the
Credit Agreement.





			
	 	 	 
	Third Amendment to Credit Agreement
	 	SCHEDULE 2.01