EX-10.1






THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
made as of October 24, 2011 by and among DOUBLE EAGLE PETROLEUM CO., a Maryland corporation
(“Borrower”), BOKF, NA dba BANK OF OKLAHOMA (successor to Bank of Oklahoma, N.A.),
individually and as agent (“Administrative Agent”) and as LC Issuer, and the Lenders party
to the Original Credit Agreement defined below (“Lenders”).



W I T N E S S E T H:




WHEREAS, Borrower, Administrative Agent and Lenders entered into that certain Amended and
Restated Credit Agreement dated as of February 5, 2010 (as amended, supplemented, or restated prior
to the date hereof, the “Original Credit Agreement”), for the purpose and consideration
therein expressed, whereby Lenders became obligated to make loans to Borrower as therein provided;
and



WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Original Credit
Agreement as set forth herein;



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Credit Agreement, in consideration of the loans which may
hereafter be made by Lenders to Borrower, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as
follows:



ARTICLE I.




DEFINITIONS AND REFERENCES




§ 1.1. Terms Defined in the Original Credit Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Credit
Agreement shall have the same meanings whenever used in this Amendment.



§ 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms
when used in this Amendment shall have the meanings assigned to them in this Section 1.2.




“Amendment” means this Third Amendment to Credit Agreement.




“Amendment Documents” means collectively, this Amendment, the confirmation by
Guarantor with respect to this Amendment, and any other document required to be delivered by
Borrower pursuant to Article III hereof.




“Credit Agreement” means the Original Credit Agreement as amended hereby.



1




“Mortgage Amendment” means the Second Amendment to Mortgage, Assignment,
Security Agreement, Fixture Filing and Financing Statement in the form of Exhibit A attached
hereto.



ARTICLE II.




AMENDMENTS TO ORIGINAL CREDIT AGREEMENT




§ 2.1. Definitions. The following definitions in Section 1.1 of the Original Credit
Agreement are hereby amended in their entirety to read as follows:




“Applicable Utilization Level” means on any date the level set forth below that
corresponds to the percentage, at the close of business on such day, equivalent to the (i)
Facility Usage divided by (ii) the Borrowing Base (the “Utilization Percent”):



	 	 	 
	Applicable Utilization Level
	 	Utilization Percent

	 
	 	 

	Level I
	 	less than 25%

	 
	 	


	Level II
	 	greater than or equal to 25% but less

than 50%

	 
	 	 

	Level III
	 	greater than or equal to 50% but less

than 75%

	 
	 	 

	Level IV
	 	greater than or equal to 75% but less

than 90%

	 
	 	 

	Level V
	 	greater than 90%

	 
	 	









“Base Rate” means for any day a fluctuating rate per annum equal to the highest
of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate, and (c) the Adjusted
Eurodollar Rate plus 1%; provided that the Eurodollar Rate used to determine the Adjusted
Eurodollar Rate in this definition for any day shall be based on the rate determined by
Lender as provided in subparagraph (b) of the definition of Eurodollar Rate.



2




“Base Rate Margin” means, on any date with respect to each Base Rate Loan, the
rate per annum set forth below based on the Applicable Utilization Level on such date:



	 	 	 	 	 
	Applicable Utilization Level

	 	Base Rate Margin

	 

	 	 	 	 
	Level I

	 	 	0.75	%
	 

	 	 	 	 
	Level II

	 	 	1.00	%
	 

	 	 	 	 
	Level III

	 	 	1.25	%
	 

	 	 	 	 
	Level IV

	 	 	1.50	%
	 

	 	 	 	 
	Level V

	 	 	1.75	%
	 

	 	 	 	 







Changes in the applicable Base Rate Margin will occur automatically without prior notice as
changes in the Applicable Utilization Level occur.




“Commitment Fee Rate” means, on any date, the rate per annum set forth below
based on the Applicable Utilization Level on such date:



	 	 	 
	Applicable Utilization Level

	 	Commitment Fee Rate
	 

	 	 
	Level I

	 	37.5 Basis Points
	 

	 	 
	Level II

	 	37.5 Basis Points
	 

	 	 
	Level III

	 	50.0 Basis Points
	 

	 	 
	Level IV

	 	50.0 Basis Points
	 

	 	 
	Level V

	 	50.0 Basis Points
	 

	 	 







Changes in the applicable Commitment Fee Rate will occur automatically without prior notice
as changes in the Applicable Utilization Level occur.



3




“Eurodollar Margin” means, on any date with respect to each Eurodollar Loan,
the rate per annum set forth below based on the Applicable Utilization Level on such date:



	 	 	 	 	 
	Applicable Utilization Level

	 	Eurodollar Margin

	 

	 	 	 	 
	Level I

	 	 	1.75	%
	 

	 	 	 	 
	Level II

	 	 	2.00	%
	 

	 	 	 	 
	Level III

	 	 	2.25	%
	 

	 	 	 	 
	Level IV

	 	 	2.50	%
	 

	 	 	 	 
	Level V

	 	 	2.75	%
	 

	 	 	 	 







Changes in the applicable Eurodollar Margin will occur automatically without prior notice as
changes in the Applicable Utilization Level occur.



“Eurodollar Rate” means:




(a) (i) for any Eurodollar Loan and with respect to the related Interest Period the
interest rate per annum equal to the average British Bankers Association Interest Settlement
Rate (the “BBA LIBOR”) determined by Administrative Agent as the offered rate published by
Reuters (or other commercially available and generally recognized financial information
service or source providing quotations of BBA LIBOR), as designed by Administrative Agent
from time to time on the page of the applicable Telerate Screen that displays the BBA LIBOR
rate for deposits in U.S. dollars (for delivery on the first day of the Interest Period)
determined as of approximately 11:00 a.m. (London time) three (3) Business Days before the
first day of the Interest Period, and having a term equal to the Interest Period, or (ii) in
the event the published rate referenced in subsection (i) is not available for any reason or
is not otherwise available to Administrative Agent, the applicable Eurodollar Rate for the
relevant Interest Period will instead be the rate determined by Administrative Agent to be
the rate at which Administrative Agent or one of its Affiliate banks offers to place
deposits in U.S. dollars with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) three (3) Business Days before the first day of the
Interest Period, in the approximate amount of the relevant Eurodollar Loan and having a
maturity equal to the Interest Period; and




(b) for any calculation with respect to a Base Rate Loan on any date, the rate per
annum equal to BBA LIBOR determined by Administrative Agent as the offered rate published by
Reuters (or other commercially available and generally recognized financial information
service or source providing quotations of BBA LIBOR), as designed by Administrative Agent
from time to time on the page of the applicable Telerate Screen that displays the BBA LIBOR
for deposits in U.S. dollars (for delivery on such date) for a term of one month commencing
that day, determined as of approximately 11:00 a.m. (London time) on such date in same day
funds in the approximate amount of the Base Rate Loan being made or maintained.




“Maturity Date” means October 24, 2016.




“Maximum Credit Amount” means the amount of $150,000,000.




“Prime Rate” means, as of any date, the annual rate published in the “Bonds,
Rates and Yields” column of The Wall Street Journal (Southwest Edition) as the prime rate,
which rate will not necessarily be the “best” or lowest rate quoted or used from time to
time by any Lender. Borrower acknowledges and agrees that Lenders may make loans based on
other rates or indices as well. Should that reference to such prime rate become unavailable
during the term of this Agreement or should The Wall Street Journal otherwise cease to
publish or quote a prime or base rate, or should The Wall Street Journal be merged,
consolidated, liquidated or dissolved in a manner that it loses its separate identity, then
the Prime Rate will be a substitute index selected and designated by Administrative Agent
following notice to Borrower. Any change in the Prime Rate shall be effective as of the
date of the change but the Prime Rate will not change more often than once each day. Under
no circumstances will the interest rate on the Notes be more than the Highest Lawful Rate.



§ 2.2. Changes in Commitments. Each Lender hereby agrees that its Commitment shall be the
amount set forth opposite such Lender’s name on Schedule 4 to this Amendment, which Schedule 4
attached to this Amendment hereby amends in its entirety the Schedule 4 attached to the Original
Credit Agreement.



§ 2.3. Allocation. Lenders hereby authorize Administrative Agent and Borrower to
request Loans from the Lenders, and to make prepayments of Loans in order to ensure that, upon the
effectiveness of this Amendment, the Loans of the Lenders shall be outstanding on a ratable basis
in accordance with their respective Percentage Shares as set forth on the Lenders Schedule, as
amended hereby, and no such borrowing, prepayment or reduction shall violate any provisions of the
Credit Agreement. Lenders hereby confirm that, from and after the effective date of this
Amendment, all participations of Lenders in respect of Letters of Credit outstanding under the
Credit Agreement shall be based upon the Percentage Shares of the Lenders (after giving effect to
this Amendment).



§ 2.4. Mortgage Amendment. Each Lender hereby approves the Mortgage Amendment.
Borrower hereby agrees to execute and deliver the Mortgage Amendment to Administrative Agent within
30 days after the date hereof.



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




§ 3.1. Effective Date. This Amendment shall become effective as of the date first above
written when and only when:



(a) Amendment Documents. Administrative Agent shall have received duly executed and
delivered counterparts of each Amendment Document (i) in form, substance and date satisfactory to
Administrative Agent, and (ii) in such numbers as Administrative Agent or its counsel may
reasonably request.



(b) Officer’s Certificate. Administrative Agent shall have received a certificate of
the secretary of Borrower certifying as of the date of this Amendment (i) that there have been no
changes to the organizational documents of Borrower since the Closing Date, (ii) the resolutions of
Borrower approving this Amendment, the other Amendment Documents and the related transactions, and
(iii) the signature and incumbency certificates of the officers of Borrower.



(c) Fees. Borrower shall have paid an amendment fee in the amount of 35 Basis Points
of the Borrowing Base ($260,000) to Administrative Agent for the account of Lenders. Further,
Borrower shall have paid any administrative agent fee which is then due and all fees and expenses
as required by Section 10.4 of the Credit Agreement.



(d) Completion of Proceedings. All partnership, corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all documents incidental
thereto not previously found acceptable by Administrative Agent and its counsel shall be reasonably
satisfactory in form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or certified copies of
such documents as Administrative Agent may reasonably request.



(e) Due Diligence. Administrative Agent and Lenders shall have completed satisfactory
due diligence review of the assets, liabilities, business, operations and condition (financial or
otherwise) of the Restricted Persons, including, a review of their Oil and Gas Properties covered
by the most recently delivered Engineering Report and all legal, financial, accounting,
governmental, environmental, tax and regulatory matters, and fiduciary aspects of the proposed
financing.



(f) Other Documentation. Administrative Agent shall have received all documents and
instruments which Administrative Agent has then reasonably requested, in addition to those
described in this Section 3.1. All such additional documents and instruments shall be reasonably
satisfactory to Administrative Agent in form, substance and date.



(g) No Default. No event shall have occurred and be continuing that would constitute
an Event of Default or a Default.



ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




§ 4.1. Representations and Warranties of Borrower. In order to induce each Lender to enter
into this Amendment, Borrower represents and warrants to each Lender that:



(a) The representations and warranties contained in Article V of the Original Credit Agreement
are true and correct at and as of the time of the effectiveness hereof, except to the extent such
representations and warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date.



(b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment
Documents and is and will continue to be duly authorized to borrow monies and to perform its
obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to
authorize the execution and delivery of this Amendment and the other Amendment Documents and to
authorize the performance of the obligations of Borrower hereunder and thereunder.



(c) The execution and delivery by Borrower of this Amendment and the other Amendment
Documents, the performance by Borrower of its obligations hereunder and thereunder and the
consummation of the transactions contemplated hereby and thereby do not and will not conflict with
any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws of
Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding
upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or
properties of Borrower. Except for those which have been obtained, no consent, approval,
authorization or order of any court or governmental authority or third party is required in
connection with the execution and delivery by Borrower of this Amendment and the other Amendment
Documents or to consummate the transactions contemplated hereby and thereby.



(d) When duly executed and delivered, each of this Amendment and the Credit Agreement will be
a legal and binding obligation of Borrower, enforceable in accordance with its terms, except as
limited by bankruptcy, insolvency or similar laws of general application relating to the
enforcement of creditors’ rights and by equitable principles of general application.



(e) The most recent financial statements of Borrower delivered to Lenders pursuant to Section
6(a) and (b) of the Original Credit Agreement fairly present Borrower’s financial position as of
the date thereof.



ARTICLE V.




MISCELLANEOUS




§ 5.1. Ratification of Agreements. The Original Credit Agreement as hereby amended is
hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or
affected by the various Amendment Documents, are hereby ratified and confirmed in all respects. Any
reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the
Original Credit Agreement as hereby amended. The execution, delivery and effectiveness of this
Amendment and the other Amendment Documents shall not, except as expressly provided herein or
therein, operate as a waiver of any right, power or remedy of Lenders under the Credit Agreement,
the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit
Agreement, the Notes or any other Loan Document.



§ 5.2. Survival of Agreements. All representations, warranties, covenants and agreements
of Borrower herein shall survive the execution and delivery of this Amendment and the performance
hereof, including without limitation the making or granting of the Loans, and shall further survive
until all of the Obligations are paid in full. All statements and agreements contained in any
certificate or instrument delivered by any Restricted Person hereunder or under the Credit
Agreement to any Lender shall be deemed to constitute representations and warranties by, and/or
agreements and covenants of, Borrower under this Amendment and under the Credit Agreement.



§ 5.3. Interpretive Provisions. Section 1.4 of the Credit Agreement is incorporated
herein by reference herein as if fully set forth.



§ 5.4. Loan Documents. This Amendment is, and each other Amendment Document is, a Loan
Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and
thereto.



§ 5.5. Governing Law. This Amendment shall be governed by and construed in accordance the
laws of the State of Colorado and any applicable laws of the United States of America in all
respects, including construction, validity and performance.



§ 5.6. Counterparts; Fax. This Amendment may be separately executed in counterparts and by
the different parties hereto in separate counterparts, each of which when so executed shall be
deemed to constitute one and the same Amendment. This Amendment and the other Amendment Documents
may be validly executed by facsimile or other electronic transmission.



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



[The remainder of this page has been intentionally left blank.]




IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.




DOUBLE EAGLE PETROLEUM CO.,


as Borrower




By: /s/ Kurtis Hooley

Kurtis Hooley

Chief Financial Officer





BOKF, NA dba BANK OF OKLAHOMA (successor to Bank of




Oklahoma, N.A.),


as Administrative Agent, LC Issuer and a Lender




By: /s/ Guy C. Evangelista

Guy C. Evangelista

Senior Vice President





U.S. BANK NATIONAL ASSOCIATION,






as a Lender




By: /s/ Justin Alexander

Justin Alexander

Vice President




4



SCHEDULE 4




LENDERS SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Amount equal to
	 
	 	Commitment/
	 	 	 	 	 	Percentage Share of

	 
	 	Loan Commitment
	 	Percentage Share
	 	Borrowing Base

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Domestic Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank of Oklahoma, N.A.
	 	$	87,500,000.00		 		58.3333	%	 	$	35,000,000	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1675 Broadway
Suite 1650
Denver, CO 80202
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tel: 303/864-7347
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fax: 303/864-7349
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Eurodollar Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Same.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Domestic Lending Office:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	U.S. Bank National Association
	 		62,500,000.00		 		41.6667	%	 	$	25,000,000	
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Address
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	950 17th Street, 8th Floor
Denver, CO 80202
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Tel: 303/585-4201
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Fax: 303/585-4362
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Eurodollar Lending Office
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Same.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	150,000,000		 		100	%	 	$	60,000,000	
	 
	 	 	 	 	 	 	 	 	 	 	 	 






 [Third Amendment]




CONSENT AND AGREEMENT




Each undersigned Guarantor hereby (i) consents to the provisions of this Amendment and the
transactions contemplated herein, (ii) ratifies and confirms its Guaranty each dated as of February
5, 2010 made by it for the benefit of Administrative Agent and Lenders executed pursuant to the
Credit Agreement and the other Loan Documents, (iii) agrees that all of its respective obligations
and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment
and the other documents and instruments executed in connection herewith, and (iv) agrees that its
Guaranty and such other Loan Documents shall remain in full force and effect.




EASTERN WASHAKIE MIDSTREAM, LLC




By:/s/ Kurtis Hooley

Kurtis Hooley

Chief Financial Officer





PETROSEARCH ENERGY CORPORATION




By:/s/ Kurtis Hooley

Kurtis Hooley

Chief Financial Officer





5