Exhibit
10.1


FOURTH AMENDMENT TO THE

SECOND AMENDED AND RESTATED CREDIT AGREEMENT


THIS FOURTH AMENDMENT TO
THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated and effective as of March 1, 2007 (the “Amendment Effective Date”), which amends
that certain Second Amended and Restated Credit Agreement dated as of March 30,
2006, as amended by the First Amendment to the Second Amended and Restated
Credit Agreement dated as of May 2, 2006 and the Second Amendment to Second
Amended and Restated Credit Agreement dated as of October 25, 2006 and the
Third Amendment to Second Amended and Restated Credit Agreement dated as of
November 29, 2006, by and among VENOCO, INC., a Delaware corporation (the “Company”), the Guarantors, each of
the Lenders party thereto, BANK OF MONTREAL, a Canadian chartered bank acting
through certain of its U.S. branches or agencies, as Administrative Agent (in
such capacity, the “Administrative Agent”),
CREDIT SUISSE, CAYMAN ISLANDS BRANCH, and LEHMAN COMMERCIAL PAPER INC., as
Co-Syndication Agents and FORTIS CAPITAL CORP., as Documentation Agent (as in
effect immediately prior to the Amendment Effective Date, the “Credit Agreement”), is by and among the Company, the
Guarantors, each of the Lenders party hereto and the Administrative Agent.


WHEREAS,
the Company has requested that the Credit Agreement be amended to make
certain changes to the Credit Agreement on the terms and conditions set forth
in this Amendment; and


WHEREAS, all of the
Lenders have agreed to such amendments subject to the terms and conditions set
forth in this Amendment.


NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained
herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


Section 1.               Defined Terms; Interpretation.


(a)           Capitalized
terms used but not otherwise defined herein shall have the meanings assigned
such terms in the Credit Agreement.


(b)           The
rules of interpretation set forth in Section 1.2 of the Credit Agreement are
incorporated in this Amendment as if set forth herein.


Section 2.               Amendments.  The Credit Agreement is hereby amended as
follows:


(a)           Section
8.4(h) is hereby amended and restated to read in its entirety as follows:



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“(h)
acquisitions of proved Hydrocarbon Interests and related assets.”


(b)           Article
VIII of the Credit Agreement is hereby amended by deleting the entirety of
Section 8.24 and replacing the text thereof with “[Intentionally omitted].”


Section 3.               Amendment and Ratification.  Upon the effectiveness hereof as provided in
Section 4 of this Amendment, this Amendment shall be deemed to be an
amendment to the Credit Agreement, and the Credit Agreement, as modified
hereby, is hereby ratified, approved and confirmed to be in full force and
effect in each and every respect.  Except
as expressly provided by the amendments set forth in Section 2 of this
Amendment, the execution, delivery and effectiveness of this Amendment shall
neither operate as a waiver of any right, power or remedy of any Lender or any
Agent, nor constitute a waiver of any provision of any of the Loan
Documents.  All references to the Credit
Agreement in any other document, instrument, agreement or writing shall
hereafter be deemed to refer to the Credit Agreement as amended hereby.


Section 4.               Conditions to Effectiveness.  The effectiveness of this Amendment is
subject to the condition that, on or before the Amendment Effective Date, the
Administrative Agent shall have received all of the following, in form and
substance satisfactory to the Administrative Agent and each Required Lender,
and in sufficient copies for each Lender:


(a)           Amendment.  This Amendment, duly executed and delivered
by each of the Company, the Guarantors and the Required Lenders;


(b)           Payment of Fees.  Evidence of payment by the Company of all
accrued and unpaid fees, costs and expenses owed pursuant to the Credit
Agreement or this Amendment, in each case to the extent then due and payable at
the Amendment Effective Date, including any such costs, fees and expenses
arising under or referenced in Sections 2.8 and 11.4 of the Credit Agreement;


(c)           Certificate.  A certificate signed by a Responsible
Officer, dated as of the Amendment Effective Date, stating that (i) the
representations and warranties contained in Article VI and Section 4.5(b) of
the Credit Agreement are true and correct on and as of the Amendment Effective
Date, as though made on and as of such date; (ii) no litigation is pending or
threatened against the Company or any Subsidiary in which there is a reasonable
probability of an adverse decision which would result in a Material Adverse
Effect; and (iii) there has occurred no event or circumstance that has resulted
or would reasonably be expected to result in a Material Adverse Effect since
December 31, 2004; and


(d)           Other Documents.  Such other approvals, opinions, documents or
materials as the Administrative Agent or any Lender may reasonably request.


Section 5.               Representations and Warranties.  The Company and each Guarantor each hereby
represent and warrant that, as of the Amendment Effective Date, after giving
effect to this Amendment:



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(a)           Bring-Down of Representations and Warranties.  The representations and warranties of the
Company and each Guarantor contained in Article VI and Section 4.5(b) of the
Credit Agreement are true and correct on and as of the Amendment Effective
Date, as though made on and as of such date.


(b)           No Litigation. 
No litigation is pending or threatened against the Company or any
Subsidiary in which there is a reasonable probability of an adverse decision
which would result in a Material Adverse Effect.


(c)           No Material Adverse Effect.  There has occurred no event or circumstance
that has resulted or would reasonably be expected to result in a Material
Adverse Effect since December 31, 2004.


(d)           No Default or Event of Default.  No event has occurred and is continuing which
constitutes a Default, an Event of Default or both.


Section 6.               Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


Section 7.               Costs and Expenses.  The Company shall pay all reasonable costs
and expenses incurred by the Administrative Agent or any other Agent, the
Lenders or any of their Affiliates in connection with the development,
preparation, administration and execution of this Amendment, including Attorney
Costs incurred by any such Person with respect thereto.


Section 8.               Counterparts.  This Amendment may be executed in any number
of separate counterparts, no one of which need be signed by all parties; each
of which, when so executed, shall be deemed an original, and all of such
counterparts taken together shall be deemed to constitute but one and the same
instrument.  A fully executed counterpart
of this Amendment by facsimile signatures shall be binding upon the parties
hereto.


[Signature
Pages Follow]



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IN WITNESS WHEREOF, the
parties hereto have caused this Fourth Amendment to the Second Amended and
Restated Credit Agreement be duly executed and delivered by their respective
duly authorized officers as of the date first set forth above, to be effective
as of the Amendment Effective Date.


	
  

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VENOCO, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WHITTIER PIPELINE CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BMC, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Venoco, Inc., General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXCAL ENERGY (LP) LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXCAL ENERGY (GP) LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
  Chief Executive Officer

  



 



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  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXCAL ENERGY NORTH CAL L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TEXCAL ENERGY (GP) LLC, as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXCAL ENERGY SOUTH CAL L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TEXCAL ENERGY (GP) LLC, as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXCAL ENERGY SOUTH TEXAS L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TEXCAL ENERGY (GP) LLC, as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Timothy M. Marquez

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address for Notice to the Company and the
  Guarantors: 

  
	
   

  	
  Principal Place of Business and Chief Executive
  Office:

  
	
   

  	
   

  	
  370 17th Street, Suite 2950 

  Denver, Colorado 80202-1370 

  Attention: Chief Financial Officer 

  Facsimile No.: (303) 626-8315

  



 



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  ADMINISTRATIVE
  AGENT AND A LENDER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF MONTREAL, acting through its U.S. branches and
  agencies, including its Chicago, Illinois branch, as Administrative Agent and
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph A. Bliss

  
	
   

  	
   

  	
  Joseph A. Bliss

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CO-SYNDICATION AGENT AND A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa Gomez

  
	
   

  	
   

  	
  Vanessa Gomez  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nupur Kumar

  
	
   

  	
   

  	
  Nupur Kumar  Associate

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CO-SYNDICATION AGENT AND A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN
  COMMERCIAL PAPER INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank P. Turner

  
	
   

  	
   

  	
  Frank P. Turner

  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DOCUMENTATION AGENT AND A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FORTIS CAPITAL CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Montgomery

  
	
   

  	
   

  	
  David Montgomery

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darrell Holley

  
	
   

  	
   

  	
  Darrell Holley

  
	
   

  	
   

  	
  Managing Director

  



 



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  A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALLIED IRISH BANKS P.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David O’Driscoll

  
	
   

  	
   

  	
  David O’Driscoll

  
	
   

  	
   

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Aidan Lanigan

  
	
   

  	
   

  	
  Aidan Lanigan

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMEGY BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen Rheem

  
	
   

  	
   

  	
  Allen Rheem

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Bonavidos

  
	
   

  	
   

  	
  Thomas Bonavidos

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hawthorne

  
	
   

  	
   

  	
  Richard Hawthorne

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Whitney Randolph

  
	
   

  	
   

  	
  Whitney Randolph

  
	
   

  	
   

  	
  Investment Banking Officer

  



 



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  A LENDER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF OKLAHOMA,

  
	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monica Morton

  
	
   

  	
   

  	
  Monica Morton

  
	
   

  	
   

  	
  Commercial Banking Officer

  



 



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