Exhibit 10.1


 








FOURTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”), dated as of June 30, 2016, is among SAMSON OIL AND GAS USA, INC., a Colorado
corporation (“Borrower”), SAMSON OIL & GAS LIMITED, an Australian public company (the “Parent”),
SAMSON OIL AND GAS USA MONTANA, INC., a Colorado corporation (“Samson Montana”, and together with
the Parent, collectively, the “Guarantors”, and each, individually, a “Guarantor”),
the Lenders party hereto, and MUTUAL OF OMAHA BANK, as Administrative Agent for the Lenders (in such capacity, “Administrative
Agent”) and as L/C Issuer.


 


R E C I
T A L S


 


A.Borrower, the financial institutions
party thereto, and Administrative Agent are parties to a Credit Agreement dated as of January 27, 2014, as amended by that
certain First Amendment to Credit Agreement, dated as of November 24, 2014, and that certain Second Amendment to Credit
Agreement, dated as of May 13, 2015, and that certain Third Amendment to Credit Agreement dated as of March 31, 2016 (collectively,
the “Original Credit Agreement”).


 


B.The parties desire
to amend the Original Credit Agreement as hereinafter provided.


 


NOW, THEREFORE, in consideration of these
premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


1.Same Terms. All terms
used herein which are defined in the Original Credit Agreement shall have the same meanings when used herein, unless the context
hereof otherwise requires or provides. In addition, (a) all references in the Loan Documents to the “Credit Agreement”
or the “Agreement” shall mean the Original Credit Agreement, as amended by this Amendment, as the same
shall hereafter be amended from time to time, and (b) all references in the Loan Documents to the “Loan Documents”
shall mean the Loan Documents, as amended by this Amendment and the Modification Papers, as the same shall hereafter be amended
from time to time. In addition, the following terms have the meanings set forth below:


 


“Designated Event”
means the first to occur of August 31, 2016, or the closing/funding of the sale of Borrower’s Bakken based assets for a purchase
price of approximately $15,000,000.


 


“Effective
Date” means the date when (a) all Lenders have executed this Amendment, and (b) the conditions set forth
in Section 4 of this Amendment have been complied with to the satisfaction of the Administrative Agent, unless waived
in writing by the Administrative Agent.


 


“Modification
Papers” means this Amendment and all of the other documents and agreements executed in connection with the transactions
contemplated by this Amendment.


 



    
FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 1
 



     


    

 





2.Amendment to Original Credit
Agreement. On the Effective Date, the definition of “Maturity Date” in Section 1.01 of the Original
Credit Agreement shall be deemed to be amended as follows:


 


“‘Maturity Date’
means October 31, 2017; provided however that, if such date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.”


 


3.Borrowing Base. As of
the Effective Date, the Borrowing Base shall remain at $30,500,000 until the occurrence of the Designated Event at which time the
Borrowing Base shall automatically reduce to $19,000,000 (the “Automatic Reduction”). The Automatic Reduction
shall not count against the number of special determinations permitted under Section 4.03 of the Original Credit Agreement.
Further, the Automatic Reduction shall be in addition to the scheduled redeterminations of the Borrowing Base per Section 4.02
of the Original Credit Agreement, regardless of whether any scheduled redetermination occurs prior to, concurrently with or after
this Borrowing Base reduction.


 


4.Conditions Precedent.
The obligations, agreements and waivers of Lenders as set forth in this Amendment are subject to the satisfaction (in the opinion
of Administrative Agent), unless waived in writing by Administrative Agent, of each of the following conditions (and upon such
satisfaction, this Amendment shall be deemed to be effective as of the Effective Date):


 


A.Fourth Amendment to
Credit Agreement. This Amendment shall be in full force and effect.


 


B.Fees and Expenses.
Administrative Agent shall have received payment of all out-of-pocket fees and expenses (including reasonable attorneys’
fees and expenses) incurred by Administrative Agent in connection with the preparation, negotiation and execution of the Modification
Papers.


 


5.Certain Representations.
Each of Borrower and Guarantors represents and warrants that, as of the Effective Date: (a) each Loan Party has full power
and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid
and binding obligation of such Loan Party enforceable in accordance with their terms, except as enforceability may be limited by
general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting
the enforcement of creditors’ rights generally; and (b) no authorization, approval, consent or other action by, notice
to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by each
Loan Party thereof. In addition, each of Borrower and Guarantors represents that after giving effect to this Amendment all representations
and warranties contained in the Original Credit Agreement and the other Loan Documents to which such Person is a party are true
and correct in all material respects (provided that any such representations or warranties that are, by their terms, are requalified
by reference to materiality shall be true and correct without regard to such materiality standard) on and as of the Effective Date
as if made on and as of such date except to the extent that any such representation or warranty expressly relates solely to an
earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without
regard to such materiality standard, as applicable) as of such earlier date.


 


6.No Further Amendments.
Except as previously amended in writing or as amended hereby, the Original Credit Agreement shall remain unchanged and all provisions
shall remain fully effective between the parties hereto.


 


7.Acknowledgments and Agreements.
Each of Borrower and Guarantors (a) acknowledges that on the date hereof all outstanding Obligations are payable in accordance
with their terms, and (b) waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Guarantors, Administrative
Agent, L/C Issuer and each Lender do hereby adopt, ratify and confirm the Original Credit Agreement, as previously amended
in writing and as amended hereby, and acknowledge and agree that the Original Credit Agreement, as previously amended in writing
and as amended hereby, is and remains in full force and effect. Each of Borrower and Guarantors acknowledges and agrees that its
liabilities and obligations under the Original Credit Agreement, as previously amended in writing and as amended hereby, and under
the other Loan Documents, are not impaired in any respect by this Amendment. Any breach of any representations, warranties and
covenants under this Amendment shall be Default or an Event of Default, as applicable, under the Original Credit Agreement.


 






    
FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 2
 



     


    

 


8.Limitation on Agreements.
The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a
waiver of or an amendment to any other term or condition in the Original Credit Agreement or any of the Loan Documents, or (b) to
prejudice any right or rights that Administrative Agent now has or may have in the future under or in connection with the Original
Credit Agreement and the other Loan Documents, each as amended hereby, or any of the other documents referred to herein or therein.
The Modification Papers shall constitute Loan Documents for all purposes.


 


9.Confirmation of Security.
Each of Borrower and Guarantors hereby confirms and agrees that all of the Collateral Documents that presently secure the Obligations
shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Obligations
as described in the Original Credit Agreement as modified by this Amendment.


 


10.Counterparts. This
Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original,
but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account
for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this Amendment
by facsimile or other electronic means shall be deemed effective as delivery of a manually executed counterpart.


 


11.Incorporation of Certain Provisions
by Reference. The provisions of Section 11.15 of the Original Credit Agreement captioned “Governing Law,
Jurisdiction; Etc.” and Section 11.16 of the Original Credit Agreement captioned “Waiver of Right to Trial
by Jury” are incorporated herein by reference for all purposes.


 


12.Entirety, Etc. This
Amendment and the other Modification Papers and all of the other Loan Documents embody the entire agreement between the parties.
THIS AMENDMENT AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG 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 AMONG
THE PARTIES.


 


 


[This space is left intentionally
blank. Signature pages follow.]


 




    
FOURTH AMENDMENT TO CREDIT AGREEMENT – Page 3
 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment to be effective as of the date and year first above written.


 





	 	BORROWER:
	 	 	 
	 	SAMSON OIL AND GAS USA, INC.
	 	 	 
	 	By:  	/s/ Robyn Lamont
	 	 	Robyn Lamont
	 	 	Vice President and Chief Financial Officer
	 	 	 
	 	GUARANTORS:
	 	 	 
	 	SAMSON OIL & GAS LIMITED
	 	 	 
	 	By:	/s/ Robyn Lamont
	 	 	Robyn Lamont
	 	 	Chief Financial Officer
	 	 	 
	 	SAMSON OIL AND GAS USA MONTANA, INC.
	 	 	 
	 	By:	/s/ Robyn Lamont
	 	 	Robyn Lamont
	 	 	Vice President and Chief Financial Officer







 




    FOURTH AMENDMENT
                                         TO CREDIT AGREEMENT
                                         – Signature Page –S-4
 


     


    

 





	 	ADMINISTRATIVE AGENT:
	 	 	 
	 	MUTUAL OF OMAHA BANK,
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Keith Miller
	 	 	J. Keith Miller
	 	 	Senior Energy Lender
	 	 	 
	 	 	 
	 	LENDERS:
	 	 	 
	 	MUTUAL OF OMAHA BANK
	 	 	 
	 	By:  	/s/ Keith Miller
	 	 	J. Keith Miller
	 	 	Senior Energy Lender





 








    FOURTH AMENDMENT
                                         TO CREDIT AGREEMENT
                                         – Signature Page –S-5