Second Amendment to Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Second Amendment”) is entered into as of July 19, 2007 between GULFPORT ENERGY CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually a “Lender”), and BANK OF AMERICA, N.A., a national banking association, as a Lender and as Administrative Agent (in such latter capacity,
“Agent”). Capitalized terms used but not defined in this Second Amendment have the meaning given them in the Credit Agreement (defined below). 
 RECITALS 
 A. Borrower, Lenders and Agent entered into that certain Credit Agreement dated as of
March 11, 2005 (as amended by the First Amendment to Credit Agreement dated March 20, 2007, and as may be further amended, restated or supplemented from time to time, the “Credit Agreement”). 
 B. Borrower, Lenders and Agent have agreed to amend the Credit Agreement, subject to the terms and conditions of this Second Amendment. 
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:

 1. Amendments to Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by adding the
following definition in its proper alphabetical order: 
 “Second Amendment” means the Second
Amendment to Credit Agreement dated as of July 19, 2007 between Borrower, Lenders and Agent. 
 2. Schedules. Schedule
2.01 (Commitments and Pro Rata Shares) to the Credit Agreement is hereby deleted and replaced in its entirety with Schedule 2.01 attached to this Second Amendment. 
 3. Borrowing Base. The parties agree that the Borrowing Base in effect as of July 16, 2007 is equal to $60,000,000. 
 4. Conditions. This Second Amendment shall be effective once (a) this Second Amendment has been executed and delivered by Borrower, Lenders
and Agent, (b) a replacement Note is executed by Borrower and delivered to Bank of America, N.A. in form and substance satisfactory to Bank of America, N.A., (c) an Officer’s Certificate from Borrower certifying as to incumbency of
officers, no changes to certificate of incorporation and bylaws since the date of the certificate delivered in connection with the Credit Agreement, and resolutions adopted by the Board of Directors authorizing this Amendment, and (d) such
other documents as Agent may reasonably request. 
 5. Representations and Warranties. Borrower represents and warrants to Lenders and
Agent that (a) it possesses all requisite power and authority to execute, deliver and comply 








 
with the terms of this Second Amendment, (b) this Second Amendment has been duly authorized and approved by all requisite corporate action on the part
of the Borrower, (c) no other consent of any Person (other than Lenders and Agent) is required for this Second Amendment to be effective, (d) the execution and delivery of this Second Amendment does not violate its organizational
documents, (e) the representations and warranties in each Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Second Amendment as though made on the date of this Second Amendment
(except to the extent that such representations and warranties speak to a specific date or to the extent additional matters have been disclosed to Lenders and Agent in writing), (f) it is in full compliance with all covenants and
agreements contained in each Loan Document to which it is a party, and (g) no Event of Default or Default has occurred and is continuing. The representations and warranties made in this Second Amendment shall survive the execution and delivery
of this Second Amendment. No investigation by Lenders or Agent is required for Lenders or Agent to rely on the representations and warranties in this Second Amendment. 
 6. Scope of Amendment; Reaffirmation; Release. All references to the Credit Agreement shall refer to the Credit Agreement as amended by this Second Amendment. Except as affected by this Second Amendment, the
Loan Documents are unchanged and continue in full force and effect. However, in the event of any inconsistency between the terms of the Credit Agreement (as amended by this Second Amendment) and any other Loan Document, the terms of the Credit
Agreement shall control and such other document shall be deemed to be amended to conform to the terms of the Credit Agreement. Borrower hereby reaffirms its obligations under the Loan Documents to which it is a party to and agrees that all Loan
Documents to which it is a party to remain in full force and effect and continue to be legal, valid, and binding obligations enforceable in accordance with their terms (as the same are affected by this Second Amendment). Borrower hereby releases
Lenders and Agent from any liability for actions or omissions in connection with the Credit Agreement and the other Loan Documents prior to the date of this Second Amendment. 
 7. Miscellaneous. 
 (a) No Waiver of Defaults. This Second Amendment does not constitute (i) a waiver of, or a consent to, (A) any provision of the Credit Agreement or any other Loan Document not expressly referred to in this Second Amendment,
or (B) any present or future violation of, or default under, any provision of the Loan Documents, or (ii) a waiver of Lenders’ and Agent’s right to insist upon future compliance with each term, covenant, condition and provision
of the Loan Documents. 
 (b) Form. Each agreement, document, instrument or other writing to be furnished Lenders and
Agent under any provision of this Second Amendment must be in form and substance satisfactory to Lenders, Agent and their counsel. 
 (c) Headings. The headings and captions used in this Second Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Second Amendment, the Credit Agreement, or the other Loan Documents.

  

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 (d) Costs, Expenses and Attorneys’ Fees. Borrower agrees to pay or reimburse Lenders and
Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of this Second Amendment, including, without limitation, the reasonable fees and disbursements of
Lenders’ and Agent’s counsel. 
 (e) Successors and Assigns. This Second Amendment shall be binding upon and inure to the
benefit of each of the undersigned and their respective successors and permitted assigns. 
 (f) Multiple Counterparts. This Second
Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts must be construed together to constitute one and the same instrument. This Second Amendment may be
transmitted and signed by facsimile or by portable document format (PDF). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on
Borrower, Lenders and Agent. Lenders and Agent may also require that any such documents and signatures be confirmed by a manually-signed original; provided that the failure to request or deliver the same shall not limit the effectiveness of
any facsimile or PDF document or signature. 
 (g) Governing Law. This Second Amendment and the other Loan Documents must be
construed, and their performance enforced, under Texas law. 
 (h) Entirety. THE LOAN
DOCUMENTS (AS AMENDED HEREBY) REPRESENT THE FINAL AGREEMENT BY AND BETWEEN
BORROWER, LENDERS AND AGENT AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 
 [Signatures appear on the next page.] 
  

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 The Second Amendment is executed as of the date set out in the preamble to this Second Amendment.

  

			
	 BORROWER:

	
	 GULFPORT ENERGY CORPORATION

		
	By:	 	/s/ Michael G. Moore
		 	Michael G. Moore
		 	Vice President and
		 	Chief Financial Officer
	
	
	 AGENT:

	
	 BANK OF AMERICA, N.A., as Agent

		
	By:	 	/s/ Charles W. Patterson
		 	Charles W. Patterson
		 	Senior Vice President
	
	
	 LENDER:

	
	 BANK OF AMERICA, N.A., as Lender

		
	By:	 	/s/ Charles W. Patterson
		 	Charles W. Patterson
		 	Senior Vice President


 [Signature Page to Second Amendment to Credit Agreement] 







 SCHEDULE 2.01 
 COMMITMENTS AND PRO RATA SHARES 
  

					
	 Lender
	 	 Commitment
	 	 Pro Rata Share

			
	 Bank of America, N.A.
	 	$60,000,000	 	100.000000000%
			
	 Total:
	 	$60,000,000	 	100.000000000%

 Schedule 2.01