Exhibit 10.1





Exhibit 10.1




THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND FORBEARANCE AGREEMENT




This Third Amendment to Second Amended and Restated Credit Agreement and Forbearance Agreement
(this “Third Amendment”) is effective as of August 26, 2009 (the “Amendment Effective
Date”), by and among Teton Energy Corporation, a Delaware corporation (the “Borrower”),
JPMorgan Chase Bank, N.A., a national banking association as Administrative Agent (the
“Administrative Agent”), and each of the financial institutions a party hereto as Lenders
(hereinafter collectively referred to as the “Lenders”, and individually, a
“Lender”).



W I T N E S S E T H:




WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain
Second Amended and Restated Credit Agreement dated as of April 2, 2008 (as amended, the “Credit
Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Credit Agreement); and



WHEREAS, pursuant to the Credit Agreement, the Lenders have made revolving credit loans to the
Borrower; and



WHEREAS, the Defaults and Events of Default described in Exhibit A hereto have occurred and
are continuing or will occur during the Forbearance Period (defined below) (the “Specified
Defaults”); and



WHEREAS, the parties hereto desire to (a) amend certain terms of the Credit Agreement in
certain respects, (b) establish the Borrowing Base and Conforming Borrowing Base in an amount equal
to $14,000,000, continuing until the next redetermination or adjustment of the Borrowing Base and
Conforming Borrowing Base thereafter, and (c) confirm the Lenders’ agreement to forbear from
exercising certain rights and remedies available to them as a result of the Specified Defaults; and



NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the Borrower, the Administrative Agent and the Lenders party
hereto hereby agree as follows:




Section 1. Acknowledgment Of Default And Availability Of Remedies.



1.1 Default. The Borrower acknowledges and agrees that (a) the Specified Defaults
have occurred under the Loan Documents which continue to exist on the date hereof and have not been
cured or waived; (b) the existence of the Specified Defaults absolutely and unconditionally
entitles the Administrative Agent and the Lenders to immediately exercise the remedies available
under the Loan Documents, applicable law, at equity or otherwise; (c) the Borrower is not entitled
to any notice, grace or cure periods prior to the exercise by the Administrative Agent and the
Lenders of such rights or remedies other than notices which have
been provided and grace and cure periods which have expired (or to the extent any such right
to notice, grace or cure periods exists, such right is hereby waived); and (d) the agreements of
the Administrative Agent and the Lenders herein shall not constitute a waiver of any Default or
Event of Default including without limitation the Specified Defaults. The Administrative Agent and
the Lenders expressly reserve all rights and remedies available to them.



 












 





Section 2. Forbearance.



2.1 Forbearance. Upon and subject to the terms and conditions hereof, the
Administrative Agent and the Lenders agree to forbear from exercising their rights and remedies as
a result of the Specified Defaults under the Loan Documents, including any rights or remedies
arising thereunder pursuant to applicable law, to (i) accelerate the outstanding principal balance
of the Loans and (ii) commence foreclosure proceedings under the Security Instruments, during the
period from the Amendment Effective Date to and including the earlier of (a) the occurrence of any
Default or Event of Default other than the Specified Defaults, or (b) 5:00 p.m., September 15, 2009
(Dallas, Texas time) (the “Forbearance Period”). Upon the earlier of the occurrence of any
Default or Event of Default other than the Specified Defaults, or September 15, 2009, the
Administrative Agent’s and the Lenders’ agreement herein to forbear from exercising such rights and
remedies available to them shall immediately terminate, and the Administrative Agent and the
Lenders shall immediately be entitled to exercise any and all rights and remedies available to
them, individually or collectively, under the Loan Documents, at law or in equity or otherwise,
including, without limitation, the right (without prior notice or opportunity to cure of any kind)
to accelerate the Loans, exercise rights of offset over all accounts of the Borrower and its
Subsidiaries, commence foreclosure proceedings and/or seek the appointment of a receiver.



2.2 No Course of Dealing/Conduct. The Borrower hereby acknowledges and agrees that
(a) notwithstanding the Administrative Agent’s and the Lenders’ forbearance as set forth in this
Third Amendment, the Administrative Agent and the Lenders reserve the right to strictly enforce
this Third Amendment and, except as specifically and expressly limited herein, the Loan Documents;
(b) the Administrative Agent and the Lenders are under no duty or obligation of any kind or nature
whatsoever to enter into any extension, renewal, restatement or modification of the Loan Documents,
or grant the Borrower any additional period or type of forbearance or any extension of this Third
Amendment; (c) the Administrative Agent’s and the Lenders’ execution of this Third Amendment shall
not be used to assert any waiver of the Administrative Agent’s or the Lenders’ rights or remedies
under the Loan Documents or applicable law; (d) this Third Amendment and accommodations made by the
Administrative Agent and the Lenders herein shall not constitute a “course of dealing” or a “course
of conduct” in contravention of the Loan Documents; (e) the execution and performance of this Third
Amendment do not in any way release or constitute an accord and satisfaction or novation of any of
the Loan Documents, all of the terms of which shall remain in full force and effect except as
specifically and expressly limited herein; and (f) the Borrower and each of its Subsidiaries hereby
ratifies and confirms each and every provision of the Loan Documents.



Section 3. Amendments. In reliance on the representations, warranties, covenants and
agreements contained in this Third Amendment, and subject to the satisfaction of the conditions
precedent set forth in Section 5 hereof, the Credit Agreement is hereby amended effective
as of the Amendment Effective Date in the manner provided in this Section 3.


 


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3.1 Amendments to Definitions. The definitions of “Interest Payment Date” and
“Loan Documents” contained in Section 1.02 of the Credit Agreement shall be amended to read
in full as follows:




“Interest Payment Date” means with respect to any ABR Loan, the last
day of each month and with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Borrowing with an Interest Period of more than one month’s
duration, each day prior to the last day of such Interest Period that occurs at
intervals of one month’s duration after the first day of such Interest Period.




“Loan Documents” means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Notes, the Letter of Credit Agreements, the
Letters of Credit, the Intercreditor Agreement and the Security Instruments.



3.2 Commitments and Maximum Credit Amount. Schedule 1 hereto sets forth the
Commitment and Maximum Credit Amount of each Lender as of the Amendment Effective Date. The
aggregate Commitments and Aggregate Maximum Credit Amounts equal $22,484,296 as of the Amendment
Effective Date.




Section 4. Borrowing Base Redetermination.



4.1 Borrowing Base. The Borrowing Base and the Conforming Borrowing Base shall each,
pursuant to Section 2.07 of the Credit Agreement, be redetermined at $14,000,000 continuing until
the next Scheduled Redetermination, Interim Redetermination or other redetermination of the
Borrowing Base and the Conforming Borrowing Base thereafter. The parties agree that the
redetermination of the Borrowing Base and the Conforming Borrowing Base provided herein shall
constitute the Supplemental Redetermination required on or about August 1, 2009 pursuant to the
Second Amendment and shall not constitute an Interim Redetermination.



Section 5. Conditions Precedent to Third Amendment. The effectiveness of this Third
Amendment is subject to the satisfaction of each of the following conditions precedent:



5.1 No Default. No Default or Event of Default shall have occurred which is
continuing, other than the Specified Defaults.



5.2 Other Documents. The Administrative Agent shall have been provided with such
other documents, instruments and agreements, and the Borrower and each of its Subsidiaries shall
have taken such actions, as the Administrative Agent may reasonably require in connection with this
Third Amendment and the transactions contemplated hereby.



 


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5.3 Fees and Expenses. The Borrower shall have paid all reasonable out-of-pocket fees
and expenses of counsel for the Administrative Agent incurred, to the extent the same have been
invoiced and sent to the Borrower on or prior to the Amendment Effective Date, including all such
out-of-pocket fees and expenses incurred in connection with the preparation, negotiation and
execution of this Third Amendment and any other Loan Documents to be executed and delivered in connection therewith and any and all fees payable to Administrative Agent or the
Lenders pursuant to or in connection with this Third Amendment in consideration for the agreements
set forth herein. The Borrower shall have paid to counsel for the Administrative Agent the amount
of $50,000 to be held as a retainer for future fees and expenses to be incurred by such Person.



5.4 Payment of Interest. The Administrative Agent shall have received confirmation of
payment by the Borrower of all accrued interest under the Loan Documents as of the Amendment
Effective Date.



Section 6. Representations and Warranties of the Borrower. To induce the Lenders and
the Administrative Agent to enter into this Third Amendment, the Borrower hereby represents and
warrants to the Lenders and the Administrative Agent as follows:



6.1 Reaffirm Existing Representations and Warranties. Except for the representations
and warranties made in Sections 7.04(b) and 7.22, each representation and warranty of the Borrower
and its Subsidiaries contained in the Credit Agreement and the other Loan Documents is true and
correct on the date hereof and will be true and correct after giving effect to the Third Amendment
(other than breaches which result from the Specified Defaults).



6.2 Due Authorization; No Conflict. The execution, delivery and performance by the
Borrower of this Third Amendment are within the Borrower’s corporate powers, have been duly
authorized by all necessary action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not violate or constitute a default under any
provision of applicable law or any material agreement binding upon the Borrower or any of its
Subsidiaries or result in the creation or imposition of any Lien upon any of the assets of the
Borrower or any of its Subsidiaries.



6.3 Validity and Enforceability. This Third Amendment constitutes the valid and
binding obligation of the Borrower enforceable in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally, and (b) the availability of equitable remedies may be limited by
equitable principles of general application.



6.4 No Default or Event of Default. No Default or Event of Default has occurred which
is continuing, other than the Specified Defaults.



6.5 Accounts. Schedule 2 attached hereto sets forth a true, accurate and
complete listing of all of the deposit accounts of the Borrower and its Subsidiaries.



 


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6.6 NO CLAIMS. THE BORROWER AND EACH GUARANTOR REPRESENTS AND WARRANTS THAT IT HAS NO
CLAIMS (AS THE TERM IS DEFINED IN THIS PARAGRAPH), DEFENSES, OFFSETS, OR COUNTERCLAIMS OF ANY
NATURE WHATSOEVER AGAINST THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE LENDERS AND THEIR
RESPECTIVE PREDECESSORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS,
REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “LENDER-RELATED PARTIES”). IT
IS THE INTENTION OF THE PARTIES THAT THE LENDER-RELATED PARTIES HAVE NO LIABILITY TO THE BORROWER OR ANY GUARANTOR BY REASON OF ANYTHING OCCURRING
PRIOR TO THE DATE OF THIS THIRD AMENDMENT RELATING TO CLAIMS COVERED BY THIS THIRD AMENDMENT.
ACCORDINGLY, THIS THIRD AMENDMENT IS MADE TO COMPROMISE, RESOLVE, SETTLE, DISCHARGE, AND TERMINATE
ALL ACTUAL AND POTENTIAL CLAIMS OF THE BORROWER AND THE GUARANTORS BY REASON OF ANYTHING OCCURRING
PRIOR TO THE DATE OF THIS THIRD AMENDMENT RELATING TO CLAIMS COVERED BY THIS THIRD AMENDMENT. THE
TERM “CLAIMS” AS USED IN THIS THIRD AMENDMENT MEANS ALL ACCOUNTS, AGREEMENTS, AVOIDANCE
ACTIONS, BILLS, BONDS, CAUSES, CAUSES OF ACTION, CHARGES, CLAIMS, COMPLAINTS, CONTRACTS,
CONTROVERSIES, COSTS, COUNTERCLAIMS, DAMAGES, DEBTS, DEMANDS, EQUITABLE PROCEEDINGS, EXECUTIONS,
EXPENSES, LEGAL PROCEEDINGS, LIABILITIES, LOSSES, MATTERS, OBJECTIONS, OBLIGATIONS, ORDERS,
PROCEEDINGS, RECKONINGS, REMEDIES, RIGHTS, SETOFF, SUITS, SUMS OF MONEY, OF EVERY SORT AND
DESCRIPTION, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF ANY SPECIAL RELATIONSHIP,
BREACH OR ABUSE OF ANY FIDUCIARY DUTY, CONCEALMENT, CONFLICTS OF INTEREST, CONSPIRACY, COURSE OF
CONDUCT OR DEALING, DEBT RECHARACTERIZATION, DECEIT, DECEPTIVE TRADE PRACTICES, DEEPENING
INSOLVENCY, DEFAMATION, CONTROL, DISCLOSURE, DURESS, ECONOMIC DURESS, EQUITABLE SUBORDINATION,
FRAUD, FRAUDULENT CONVEYANCE, FRAUDULENT TRANSFER, GROSS NEGLIGENCE, INSOLVENCY LAW VIOLATIONS,
INTERFERENCE WITH CONTRACTUAL AND BUSINESS RELATIONSHIPS, MISREPRESENTATION, MISUSE OF INSIDER
INFORMATION, NEGLIGENCE, OBLIGATION OF GOOD FAITH AND FAIR DEALING, PREFERENCE, SECRECY, SECURITIES
AND ANTITRUST LAWS VIOLATIONS, SUBSTANTIVE CONSOLIDATION, TYING ARRANGEMENTS, UNCONSCIONABILITY,
USURY, VIOLATIONS OF STATUTES AND REGULATIONS OF GOVERNMENTAL ENTITIES, INSTRUMENTALITIES AND
AGENCIES, WRONGFUL SETOFF, WHETHER DIRECT AND INDIRECT, FIXED OR CONTINGENT, KNOWN OR UNKNOWN,
WHETHER SOUNDING IN TORT, OR BROUGHT UNDER CONTRACT OR STATUTE, AT LAW OR IN EQUITY, WHETHER OR NOT
LIQUIDATED, WHICH MAY HAVE ARISEN AT ANY TIME ON OR PRIOR TO THE DATE OF THIS THIRD AMENDMENT AND
WHICH WERE IN ANY MANNER RELATED TO ANY OF THE LOAN DOCUMENTS OR THE ENFORCEMENT OR ATTEMPTED
ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR THE LENDERS OF RIGHTS, REMEDIES OR RECOURSES RELATED
THERETO. TO THE EXTENT THAT ANY CLAIMS, DEFENSES, OR OFFSETS EXIST AS OF THE DATE HEREOF, THEY ARE
HEREBY WAIVED AND RELEASED BY THE BORROWER AND EACH GUARANTOR IN CONSIDERATION OF THE LENDERS’
EXECUTION OF THIS THIRD AMENDMENT. THE BORROWER AND EACH GUARANTOR REPRESENT AND WARRANT THAT IT
HAS NOT ASSIGNED ANY CLAIMS, OFFSETS OR DEFENSES TO ANY PERSON, INDIVIDUAL AND/OR ENTITY.


 


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Section 7. Covenants And Agreements. The Borrower hereby covenants and agrees that,
from and after the Amendment Effective Date, it will perform, observe and comply with each of the
following covenants:



7.1 Compliance with Loan Documents and this Third Amendment. The Borrower will
perform, observe and comply with each covenant, agreement and term contained in this Third
Amendment and each of the Loan Documents, except for the Specified Defaults. The Borrower shall
promptly provide such other reports that the Administrative Agent or any Lender may request from
time to time. The Borrower shall cooperate with the Administrative Agent and the Lenders and
provide them with access to the Borrower’s premises and books and records during normal business
hours and shall promptly pay all fees and expenses incurred by the Administrative Agent in
connection therewith.



7.2 Budget. The Borrower shall operate strictly in accordance with the Budget
attached hereto as Exhibit B. The Borrower shall use any cash, funds or other property of
the Borrower and its Subsidiaries solely for the purpose of funding its business operations
consistent with the Budget.



7.3 Strategic Alternatives. The Borrower, consistent with its fiduciary obligations,
shall continue to pursue diligently various strategic alternatives such as raising additional
capital, merger, reorganization, restructuring, or sale of substantially all of the assets of the
Borrower and its Subsidiaries.



7.4 Deposit Accounts. Neither the Borrower nor any of its Subsidiaries shall open or
maintain any deposit accounts other than as set forth on Schedule 2 attached hereto.



7.5 Deposit Account Control Agreements. On or prior to September 15, 2009, the Borrower shall obtain fully executed account control agreements in form and
substance satisfactory to the Administrative Agent and the Majority Lenders covering all of
Borrower’s and its Subsidiaries’ deposit accounts including without limitation accounts held at
Wells Fargo Bank, N.A, in form and substance satisfactory to the Administrative Agent and the
Majority Lenders, or shall relocate such deposit accounts to one or more of the Lenders.




Section 8. Miscellaneous.



8.1 Reaffirmation of Loan Documents; Extension of Liens. Any and all of the terms and
provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified
hereby, remain in full force and effect. The amendments contemplated hereby shall not limit or
impair any Liens securing the Indebtedness, each of which are hereby ratified, affirmed and
extended to secure the Indebtedness after giving effect to this Third Amendment. The Borrower
hereby ratifies and confirms its obligations under the Loan Documents.



 


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8.2 RELEASE OF CLAIMS; COVENANT NOT TO SUE. THE BORROWER AND EACH GUARANTOR HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVE, REMISE, ACQUIT, AND FULLY AND FOREVER RELEASE AND DISCHARGE
THE LENDER-RELATED PARTIES FROM ANY AND ALL CLAIMS WHICH THE BORROWER OR ANY GUARANTOR EVER HAD OR
NOW HAVE AGAINST THE LENDER-RELATED PARTIES. THE BORROWER AND EACH GUARANTOR COVENANT AND AGREE NEVER TO COMMENCE,
VOLUNTARILY AID IN ANY WAY, FOMENT, PROSECUTE OR CAUSE TO BE COMMENCED OR PROSECUTED AGAINST ANY OF
THE LENDER-RELATED PARTIES ANY ACTION OR OTHER PROCEEDING BASED UPON ANY OF THE CLAIMS WHICH MAY
HAVE ARISEN AT ANY TIME ON OR PRIOR TO THE DATE OF THIS THIRD AMENDMENT AND WERE IN ANY MANNER
RELATED TO ANY OF THE LOAN DOCUMENTS. WITHOUT IN ANY WAY MODIFYING OR LIMITING THE FOREGOING, AND
IN ADDITION TO THE FOREGOING, THE BORROWER AND EACH GUARANTOR HEREBY INCORPORATE INTO THIS THIRD
AMENDMENT, RESTATE, ACKNOWLEDGE, AFFIRM AND AGREE TO EVERY WAIVER AND RELEASE OF ANY CLAIMS AS SET
FORTH IN THE LOAN DOCUMENTS AS IF THE SAME WERE SET FORTH HEREIN.



8.3 Parties in Interest. All of the terms and provisions of this Third Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.



8.4 Legal Expenses. The Borrower hereby agrees to pay on demand all reasonable fees
and expenses of counsel to the Administrative Agent incurred by the Administrative Agent in
connection with the preparation, negotiation and execution of this Third Amendment and all related
documents.



8.5 Counterparts. This Third Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Third
Amendment until the Borrower, the Administrative Agent and all Lenders have executed a counterpart.
Facsimiles or other electronic transmission shall be effective as originals.



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



8.7 Headings. The headings, captions and arrangements used in this Third Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Third Amendment, nor affect the meaning thereof.



8.8 Effectiveness. This Third Amendment shall be effective automatically and without
necessity of any further action by the Borrower, the Administrative Agent or the Lenders when
counterparts hereof have been executed by the Borrower, the Administrative Agent and all Lenders,
and all conditions to the effectiveness hereof set forth herein have been satisfied.



8.9 Governing Law. This Third Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.



 


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8.10 Successors and Assigns. This Third Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent, the Issuing Bank and each Lender
(and any attempted assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Third Amendment, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, and their respective successors and assigns permitted
hereby) any legal or equitable right, remedy or claim under or by reason of this Third Amendment.



8.11 UCC. The Borrower and each Subsidiary each waives and renounces all rights to
the extent that such rights are waivable in accordance with Sections 9-602 and 9-624 of the Uniform
Commercial Code of the State of Texas in effect from time to time (the “UCC”), including, without
limitation, such waivable rights with respect to (i) disposition of collateral (Section 9-610,
9-615 and 9-620 of the UCC), (ii) any right of redemption under Section 9-623 of the UCC and (iii)
any right to notice relating to disposition of collateral under Section 9-611 of the UCC.



8.12 Arms-Length/Good Faith. This Third Amendment has been negotiated at arms-length
and in good faith by the parties hereto.



8.13 Acknowledgment of the Borrower. The Borrower acknowledges and agrees that the
Lenders and the Administrative Agent executing this Third Amendment have done so in their sole
discretion and without any obligation. The Borrower further acknowledges and agrees that any
action taken or not taken by the Lenders or the Administrative Agent prior to, on or after the date
hereof shall not constitute a waiver or modification of any terms, covenant or provision of any
Loan Documents other than as specified herein or prejudice any rights or remedies other than as
specified herein which the Administrative Agent or any Lender now has or may have in the future
under any Loan Documents, applicable law or otherwise, all of which rights and remedies are
expressly reserved by the Administrative Agent and the Lenders.



8.14 Breach. A breach of any term or condition of this Third Amendment shall
constitute an immediate Event of Default without notice thereof to the Borrower or the lapse of any
time or both.



8.15 Evaluation of Agreement. The Borrower acknowledges that: it has thoroughly read
and reviewed the terms and provisions of this Third Amendment and is familiar with same; the terms
and provisions contained herein are clearly understood by it and have been fully and
unconditionally consented to by them; it has had full benefit and advice of counsel of its own
selection in regard to understanding the terms, meaning and effect of this Third Amendment; this
Third Amendment had been entered into by them freely, voluntarily, with full knowledge, and without
duress; in executing this Third Amendment, it is relying on no other representations, either
written or oral, express or implied, made to them by the Administrative Agent, the Lenders or any
other person or party; and the consideration received by the Borrower hereunder has been actual and
adequate. The Borrower acknowledges and agrees that all of its dealings and transfers to date with
the Administrative Agent and the Lenders and as contemplated hereunder with the Administrative
Agent and the Lenders have been and are made in the ordinary course of business
or financial affairs of the Borrower and the Administrative Agent and the Lenders or made
according to ordinary business terms.



 


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8.16 Captions. Section captions used in this Third Amendment are for convenience only
and shall not affect the construction of this Third Amendment.



8.17 Survival of Terms. Notwithstanding anything to the contrary in this Third
Amendment, the debts, obligations, covenants, representations, warranties and releases of and by
the Borrower and its Subsidiaries as set forth and evidenced by this Third Amendment and under the
Loan Documents shall survive the termination or expiration of this Third Amendment.



8.18 Reservation of Rights. The Administrative Agent and the Lenders expressly
reserve any and all rights and remedies available to them under this Third Amendment and the Loan
Documents, at law or in equity or otherwise. The Borrower and each of its Subsidiaries hereby
acknowledges and agrees that the Administrative Agent and the Lenders have present, absolute,
choate and fully perfected security interests in and liens on the collateral described in the
Security Instruments, and that such security interests and liens are and remain properly perfected,
first and valid, and are further enforceable against the Borrower and its Subsidiaries in
accordance with applicable law. No failure to exercise, or delay by the Administrative Agent and
Lenders in exercising, any rights, power or privilege hereunder shall preclude any other or further
exercise thereof, or the exercise of any other right, power or privilege.



8.19 Further Assurances. The Borrower agrees to execute, acknowledge, deliver, file
and record such further certificates, instruments and documents, and to do all other acts and
things, as may be reasonably requested by the Administrative Agent on behalf of the Lenders as
necessary or advisable to carry out the intents and purposes of this Third Amendment and the other
Loan Documents.



8.20 Severability. Any provision of this Third Amendment held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



8.21 Tolling of Statutes of Limitation. The Borrower agrees that all applicable
statutes of limitations with respect to claims against the Borrower with respect to the Loan
Documents shall be tolled and not run during the term of this Third Amendment.



8.22 No Joint Venture. This Third Amendment is solely an agreement among the parties
hereto as debtors and creditors and does not and shall not create a joint venture among such
Persons.



IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by
their respective Responsible Officers on the date and year first above written.



[Signature pages to follow]





 


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	BORROWER:	TETON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




Each of the undersigned (i) consent and agree to this Third Amendment and each of the terms
and provisions contained herein, and (ii) agree that the Loan Documents to which it is a party
shall remain in full force and effect and shall continue to be the legal, valid and binding
obligation of such Person, enforceable against it in accordance with its terms.



	 	 	 	 	 
	

GUARANTORS:	ACKNOWLEDGED AND AGREED TO BY:


 TETON NORTH AMERICA LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TETON PICEANCE LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page]

third Amendment to Second Amended and Restated Credit Agreement

and Forbearance Agreement

Teton Energy Corporation




 


 









 







	 	 	 	 	 
	 	TETON DJ LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TETON WILLISTON LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TETON BIG HORN LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TETON DJCO LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





[Signature Page]

third Amendment to Second Amended and Restated Credit Agreement

and Forbearance Agreement

Teton Energy Corporation



 


 









 






	 	 	 	 	 
	ADMINISTRATIVE AGENT/LENDER: 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




[Signature Page]

third Amendment to Second Amended and Restated Credit Agreement

and Forbearance Agreement

Teton Energy Corporation



 


 









 





	 	 	 	 	 
	SYNDICATION AGENT/LENDER: 	ROYAL BANK OF CANADA,

as Syndication Agent and a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





[Signature Page]

third Amendment to Second Amended and Restated Credit Agreement

and Forbearance Agreement

Teton Energy Corporation



 


 









 





	 	 	 	 	 
	LENDER: 	GUARANTY BANK AND TRUST COMPANY,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




[Signature Page]

third Amendment to Second Amended and Restated Credit Agreement

and Forbearance Agreement

Teton Energy Corporation




 


 









 





	 	 	 	 	 
	LENDER: 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





[Signature Page]

third Amendment to Second Amended and Restated Credit Agreement

and Forbearance Agreement

Teton Energy Corporation



 


 









 





SCHEDULE 1




Commitment and Maximum Credit Amount of Lenders



Schedule 1









 





SCHEDULE 2




Deposit Accounts of the Borrower and its Subsidiaries



 


Schedule 2









 





Exhibit A




Specified Defaults





	1.	 	Failure to repay Borrowing Base Deficiency on August 25, 2009.





 


A-1









 










Exhibit B




Budget





 


B-1