FIFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

FIFTH AMENDMENT TO CREDIT AGREEMENT

     This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) is dated as of August 28, 2009, among GASCO ENERGY, INC. (“ Borrower ”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors (the “ Guarantors ”), the LENDERS party hereto (the “ Lenders ”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (“ Administrative Agent ”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

WITNESSETH:

      WHEREAS , the Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Credit Agreement dated as of March 29, 2006 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”); and

      WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders desire to amend the Credit Agreement as provided herein upon the terms and conditions set forth herein.

      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 Guarantors, the Lenders and the Administrative Agent hereby agree as follows:

SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 2 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1 effective as of the date Borrower satisfies the conditions set forth in Section 2 of this Amendment.

      1.1 Amended Definitions. Section 1.01 of the Credit Agreement shall be and it hereby is amended by amending and restating the following definition in its entirety to read as follows:

     “ Applicable Rate ” means, for any day, with respect to any Eurodollar Loan or ABR Loan, or with respect to the Unused Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread” or “Unused Commitment Fee Rate”, as the case may be, based upon the Borrowing Base Usage applicable on such date:

     Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next change.

      1.2 Mandatory Prepayment of Loans. Clause (a) of Section 2.10 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

      (a) Except as otherwise provided in Section 2.10(b), in the event a Borrowing Base Deficiency exists, the Borrower shall, within thirty (30) days (or in the case of a Borrowing Base Deficiency arising from or related to the Special Redetermination of the Borrowing Base by the Required Lenders on or about September 30, 2009, within fifteen (15) days) after written notice from the Administrative Agent to the Borrower of such Borrowing Base Deficiency, notify the Administrative Agent which of the following actions it will take to eliminate such Borrowing Base Deficiency and within sixty (60) days (or in the case of a Borrowing Base Deficiency arising from or related to the Special Redetermination of the Borrowing Base by the Required Lenders on or about September 30, 2009, within thirty (30) days) after such notice from the Administrative Agent (a) by instruments satisfactory in form and substance to the Required Lenders, provide the Lenders with additional security consisting of Oil and Gas Interests with value and quality satisfactory to the Lenders in their sole discretion to eliminate such Borrowing Base Deficiency, (b) prepay, without premium or penalty, the principal amount of the Loans in an amount sufficient to eliminate such Borrowing Base Deficiency or (c) by a combination of such additional security and such prepayment eliminate such Borrowing Base Deficiency.

      1.3 Special Redeterminations. The first sentence of Section 3.03 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:

      In addition to Scheduled Redeterminations, (a) the Borrower shall be permitted to request a Special Redetermination of the Borrowing Base once between each Scheduled Redetermination and (b) the Required Lenders shall be permitted to request a Special Redetermination of the Borrowing Base once between each Scheduled Redetermi