Exhibit 10.1


 


FIRST
AMENDMENT TO RESTATED DIP CREDIT AGREEMENT


 


THIS
FIRST AMENDMENT TO RESTATED DIP CREDIT AGREEMENT (this
“Amendment”) dated effective as of March 30, 2009, is entered into
by and among the lenders identified on the signature pages hereof (such
lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a “Lender” and collectively
as the “Lenders”), REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P., a
Delaware limited partnership (“Regiment”), as administrative agent for
the Lenders (in such capacity, together with its successors and assigns in such
capacity, “Agent”), STORM CAT ENERGY (USA) CORPORATION, a Colorado
corporation, as a debtor and debtor-in-possession (“Borrower”), STORM
CAT ENERGY CORPORATION, a company incorporated under the laws of British
Columbia, Canada (“Parent”), as a non-debtor guarantor, and each
subsidiary of Borrower listed as a guarantor on the signature
pages hereof, each as a debtor and debtor-in-possession (the “Subsidiaries”
and collectively with the Borrower, the “Debtor Loan Parties”).  All capitalized terms used in this Amendment
and not otherwise defined herein have the meanings ascribed to such terms in
the Credit Agreement (as defined below).


 


Recitals


 


A.            The Debtor Loan
Parties have commenced cases (the “Chapter 11 Cases”) under Chapter 11
of Title 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Colorado, Denver Division (the “Bankruptcy
Court”), and the Debtor Loan Parties have retained possession of their
assets and are authorized under the Bankruptcy Code to continue the operation
of their businesses as debtors-in-possession.


 


B.            The Debtor Loan
Parties, the Parent, the Agent and the Lenders are parties to that certain
Restated DIP Credit Agreement dated as of January 30, 2009 (as the same
may be amended, restated, increased or extended from time to time, the “Credit
Agreement”).


 


C.            The parties hereto
desire to modify the Credit Agreement and the other Loan Documents in
accordance with the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Debtor Loan Parties, the Parent,
the Agent and the Lenders hereby agree as follows:


 


1.             Modifications to
the Credit Agreement.  Upon the
satisfaction of the conditions set forth in Section 2 hereof, the Credit
Agreement shall be amended as follows:


 


(a)           Annex I (the Budget) to
Schedule 1.1 of the Credit Agreement is hereby deleted in its entirety, and
replaced by Annex I attached to this Amendment.


 


(b)           The
definition of “Final Maturity Date” in Schedule 1.1 of the Credit Agreement is
hereby deleted in its entirety, and replaced as follows:


 


“Final
Maturity Date” means the date which is the earliest of
(a) July 31, 2009, (b) the date of the substantial consummation
(as defined in Section 1101(2) of the Bankruptcy Code) of a plan of
reorganization in the Chapter 11 Cases that has been confirmed by an order of
the Bankruptcy 


 

















 


Court,
(c) the date of a sale of substantially all of the assets of Borrower and
the Debtor Guarantors (which may take the form of an asset sale, stock sale or
otherwise as approved by Agent and Lenders), and (d) such earlier date on
which all Loans and other Obligations for the payment of money shall become due
and payable in accordance with the terms of this Agreement and the other Loan
Documents.


 


(c)           The
definition of “Material Adverse Change” in Schedule 1.1 of the Credit Agreement
is hereby deleted in its entirety, and replaced as follows:


 


“Material
Adverse Change” means any event, occurrence, condition or combination
thereof, which in the sole judgment of the Agent and the Required Lenders has
resulted in (a) a material adverse change in the business, operations,
results of operations, net operating income, value of Collateral, assets,
liabilities or condition (financial or otherwise) of the Loan Parties, taken as
a whole, (b) a material impairment of any Loan Party’s ability to perform
its obligations under any Loan Document to which it is a party or of the Lender
Group’s ability to enforce the Obligations or realize upon the Collateral, or
(c) subject to Permitted Priority Liens, a material impairment of the
enforceability or priority of Agent’s Liens with respect to the Collateral.


 


(d)           Clause (ii)(B) of
the definition of “Agreed Administrative Expense Priorities” in Schedule 1.1 of
the Credit Agreement is hereby modified to delete the number “$750,000” and
replace it with “$350,000”.


 


2.             Conditions to
Effectiveness.  This Amendment shall
not become effective until the following conditions have been satisfied:


 


(a)           The
Bankruptcy Court shall have entered an order from which no appeal or motion to
reconsider has been timely filed and which is not the subject of a stay pending
appeal (unless the Agent and the Lenders waive such requirement), together with
all modifications and amendments thereto, in form and substance satisfactory to
the Agent and the Lenders, which, among other matters but not by way of
limitation, authorizes the amendments to the Loan Documents described in this
Amendment and authorizes the Debtor Loan Parties to execute this Amendment and
perform all of their obligations hereunder; and


 


(b)           The
Agent and the Lenders shall have executed a counterpart of this Amendment and
shall have received counterparts of this Amendment executed by the Debtor Loan
Parties and the Parent.


 


3.             Amendments to the
other Loan Documents.  Any reference
in any Loan Document to the Credit Agreement shall be a reference to the Credit
Agreement as modified by this Amendment, and any reference in any Loan Document
to any other Loan Document shall be a reference to such referenced Loan
Document as modified by this Amendment.


 


4.             Ratification.  The Debtor Loan Parties and the Parent hereby
ratify each of their respective obligations under the Credit Agreement and the
Loan Documents to which they are a 


 


2

















 


party, and agree and
acknowledge that the Credit Agreement and each of the other Loan Documents
shall continue in full force and effect as amended and modified by this
Amendment.


 


5.             Law.  This Amendment shall be construed in
accordance with and governed by the laws of the State of New York and of the
United States of America.


 


6.             Counterparts.  This Amendment may be signed in any number of
counterparts and by different parties in separate counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.


 


7.             Binding Effect.  The Amendment shall be binding upon and inure
to the benefit of the Agent, the Lenders, the Debtor Loan Parties and the
Parent and each of their successors and permitted assigns.  Neither the Debtor Loan Parties nor the
Parent shall have the right to assign any of their rights hereunder or any
interest herein.


 


8.             Final Agreement of
the Parties.  THIS AMENDMENT, THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS THEREIN AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.


 


[Signature
pages follow]


 


3

















 


IN WITNESS WHEREOF, the parties
have caused this Amendment to be executed by their respective duly authorized
officers or general partners, as applicable, to be effective as of the date
first written above.


 


	
   

  	
   

  	
  STORM CAT
  ENERGY (USA) CORPORATION,

  as debtor, debtor-in-possession and Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  M. Brooker

  
	
   

  	
   

  	
  Name:

  	
  Joseph M.
  Brooker

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STORM CAT
  ENERGY CORPORATION,

  as non-debtor guarantor pursuant to the Parent Guaranty

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  M. Brooker

  
	
   

  	
   

  	
  Name:

  	
  Joseph M.
  Brooker

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STORM CAT
  ENERGY (ALASKA) LLC,

  as debtor, debtor-in-possession and Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  M. Brooker

  
	
   

  	
   

  	
  Name:

  	
  Joseph M.
  Brooker

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STORM CAT
  ENERGY (POWDER RIVER) LLC,

  as debtor, debtor-in-possession and Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  M. Brooker

  
	
   

  	
   

  	
  Name:

  	
  Joseph M.
  Brooker

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STORM CAT
  ENERGY (FAYETTEVILLE) LLC,

  as debtor, debtor-in-possession and Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  M. Brooker

  
	
   

  	
   

  	
  Name:

  	
  Joseph M.
  Brooker

  
	
   

  	
   

  	
  Title:

  	
  President

  



 

















 


	
   

  	
   

  	
  TRIPLE CROWN
  GATHERING CORPORATION,

  as debtor, debtor-in-possession and Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  M. Brooker

  
	
   

  	
   

  	
  Name:

  	
  Joseph M.
  Brooker

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STORM CAT
  ENERGY (USA) OPERATING CORPORATION,

  as debtor, debtor-in-possession and Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  M. Brooker

  
	
   

  	
   

  	
  Name:

  	
  Joseph M.
  Brooker

  
	
   

  	
   

  	
  Title:

  	
  President

  



 

















 


	
   

  	
   

  	
  REGIMENT CAPITAL SPECIAL SITUATIONS FUND III, L.P.,

  as Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard
  Miller

  
	
   

  	
   

  	
  Name:

  	
  Richard
  Miller

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory