600 17
th Street, Suite 1600 North
Attention:
Jonathan Bloomfield
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Third Amendment
to Second Amended and Restated Credit Agreement and Forbearance
Agreement (as amended, the “ Third Amendment
”) dated effective as of August 26, 2009, among Teton Energy
Corporation, a Delaware corporation (“ Borrower
”), the financial institutions party thereto as lenders
(“ Lenders ”), and JPMorgan Chase Bank,
N.A., as Administrative Agent (“ Administrative
Agent ”). Unless otherwise defined herein,
all terms used herein which are defined in the Third Agreement
shall have the meaning assigned to such terms in the Third
Amendment.
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Borrower has advised Administrative Agent and
Lenders that it desires to amend certain terms of the Third
Amendment. In consideration of the mutual covenants and
agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereto hereby agree as
follows:
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Amendments . In reliance on the representations,
warranties, covenants and agreements contained in this letter
agreement, and subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the Third Amendment
is hereby amended effective as of the date hereof as
follows:
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(a)
Section 2.1 of the Third Amendment . Section 2.1
of the Third Amendment is hereby amended by replacing each
reference to “September 30, 2009” with “October
16, 2009”.
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Representations and Warranties
. To induce Lenders and
Administrative Agent to enter into this letter agreement, Borrower
hereby represents and warrants to Lenders and Administrative Agent
as follows:
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(a)
Reaffirm Existing Representations and Warranties
. Except for the representation and warranties made in
Sections 7.04(b) and 7.22, each representation and warranty of
Borrower and its Subsidiaries contained in the Credit Agreement is
true and correct on the date hereof and will be true and
correct after giving effect to this letter agreement (other than
breaches which result from the Specified Defaults).
(b)
Due Authorization; No Conflict . The execution,
delivery and performance by Borrower of this letter agreement are
within 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 Borrower or any of its
Subsidiaries or result in the creation or imposition of any Lien
upon any of the assets of Borrower or any of its
Subsidiaries.
(c)
Validity and Enforceability . This letter
agreement constitutes the valid and binding obligation of 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.
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