GUARANTY AGREEMENT
Exhibit 4.2
Execution Version
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of June 25, 2010, is made by and among
each of the undersigned guarantors and each of the entities that have executed a joinder to this
Guaranty in the form of Exhibit A attached hereto (each such entity is sometimes referred
to herein individually as a “Guarantor” and collectively as the “Guarantors”), in favor of XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below (in such
capacity, together with its successors and assigns in such capacity, “Beneficiary”), for the
benefit of the Noteholders and Beneficial Holders (each as defined in the Indenture).
WITNESSETH:
WHEREAS, Gasco Energy, Inc., a Nevada corporation (the “Company”), and Beneficiary are parties
to an Indenture dated as of June 25, 2010 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Indenture”; all capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Indenture), pursuant to which the
Company has issued Notes to the Noteholders; and
WHEREAS, each Guarantor is owned, in whole or in part, directly or indirectly, by the Company
and, as such, acknowledges that it will receive direct and indirect economic benefits from the
credit and other accommodations made available by the Noteholders and Beneficial Holders to the
Company, including, without limitation, the agreement of the Noteholders and Beneficial Holders to
consummate the transactions under the Exchange Agreements.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as
follows:
1. GUARANTY OF OBLIGATIONS. (a) Each Guarantor hereby, absolutely, unconditionally and
irrevocably guarantees to Beneficiary, on behalf of and for the benefit of the Noteholders and
Beneficial Holders (together with each of their successors and assigns, collectively, the
“Guaranteed Parties”), the prompt payment when due, whether at stated maturity, by acceleration or
otherwise, of (i) all of the obligations, liabilities and indebtedness of the Company owing to the
Noteholders and Beneficial Holders under, in respect of or on account of the Notes, the Indenture
and/or Sections 2(c)(xlviii) or 6(p) of the Exchange Agreements (collectively, the “Transaction
Documents”), whether for principal, interest, fees, expenses or otherwise and whether now existing
or hereafter arising, including, without limitation, all principal and interest owing under the
Notes, all amounts constituting Make-Whole Premium, Conversion Make-Whole Payment and/or Change of
Control Purchase Price and payments required under Article 10 of the Indenture, and all renewals,
extensions, modifications, and refinancings thereof, and (ii) all expenses (including reasonable
attorney’s fees and expenses) incurred by any Guaranteed Party in enforcing any of its rights or
the rights of the Guaranteed Parties hereunder or under the Transaction Documents (all such
guaranteed obligations set forth
in clauses (i) and (ii) hereof, collectively, the “Guaranteed Obligations”). Any and all
payments made by any Guarantor hereunder shall be made free and clear of and without deduction for
any set-off, counterclaim or withholdings so that, in each case, the Guaranteed
Parties shall
receive the full amount that they would otherwise be entitled to receive with respect to the
Guaranteed Obligations.
(b) Each Guarantor acknowledges and agrees that this Guaranty is a guaranty of payment and not
of collection and that the liability of each Guarantor under this Guaranty shall be immediate and
primary and shall not be contingent upon the exercise or enforcement by any of the Guaranteed
Parties of any remedies such Guaranteed Party may have against the Company or any other guarantor
of the Guaranteed Obligations or other Person.
2. GUARANTY ABSOLUTE. This Guaranty shall in all respects be an absolute, unconditional and
irrevocable guaranty of payment of the Guaranteed Obligations and each Guarantor guarantees that
the Guaranteed Obligations will be paid strictly in accordance with the terms of the Transaction
Documents under which they arise, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the Guaranteed Parties with
respect thereto. Except as provided in Sections 8 and 9 hereof, the liability of each Guarantor
under this Guaranty shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated, modified or otherwise affected by, any circumstance or
occurrence whatsoever, including without limitation any of the following (whether or not any
Guarantor consents thereto or has notice thereof): (i) any change in or waiver of the time, place
or manner of payment, or any other term, of any of the Guaranteed Obligations or any of the
Transaction Documents, any waiver of or any renewal, extension, increase, amendment or modification
of or addition, consent or supplement to or deletion from, or any other action or inaction under or
in respect of, any of the Guaranteed Obligations or any of the Transaction Documents or any other
document, instrument or agreement referred to therein or any assignment or transfer of any of the
Guaranteed Obligations or any of the Transaction Documents; (ii) any lack of validity, legality or
enforceability of any of the Guaranteed Obligations or any of the Transaction Documents or any
other document, instrument, or agreement referred to therein or of any assignment or transfer of
any of the foregoing; (iii) any settlement, release or compromise of any of the Guaranteed
Obligations or any of the Transaction Documents or any liability of any other party (including
without limitation any other guarantor) with respect to any of the Guaranteed Obligations or any of
the Transaction Documents, or any subordination of payment of any of the Guaranteed Obligations to
the payment of any other indebtedness, liability or obligation of the Company or its Subsidiaries;
(iv) any bankruptcy, insolvency, reorganization, composition, adjustment, merger, consolidation,
dissolution, liquidation or other like proceeding or occurrence relating to the Company or any of
its Subsidiaries or any other change in title ownership, composition or nature of the Company or
any of its Subsidiaries; (v) any application of sums paid by the Company or any other Person with
respect to any of the Guaranteed Obligations, except to the extent actually applied against the
Guaranteed Obligations, regardless of what other liabilities of the Company or any of its
Subsidiaries remain unpaid; (vi) the failure of any of the Guaranteed Parties to assert any claim
or demand or to enforce any right or remedy against the Company or any other Person (including any
other guarantor of any of the Guaranteed Obligations) under the provisions of any of the
Transaction Documents or otherwise, or any failure of any of the Guaranteed Parties to exercise any
right or remedy against any other guarantor of the Guaranteed Obligations; (vii) any other
act or failure to act by any Guaranteed Party which may adversely affect any Guarantor; or
(viii) any other circumstance which might otherwise constitute a defense against, or a legal or
equitable discharge of, any Guarantor’s liability under this Guaranty.
2
3. GUARANTY CONTINUING; REINSTATEMENT. This Guaranty shall in all respects be a continuing and
irrevocable guaranty of payment and shall remain in full force and effect until all of the
Guaranteed Obligations shall have been indefeasibly paid in full. If claim is ever made upon any
Guaranteed Party for repayment or recovery of any amount received by it in payment or on account of
any of the Guaranteed Obligations, and if any Guaranteed Party repays all or part of said amount by
reason of (i) any judgment, decree or order of any court, administrative body or other governmental
authority having jurisdiction over it or any of its property or (ii) any settlement or compromise
of any such claim effected by any Guaranteed Party with any such claimant (including without
limitation any Borrower or a trustee, conservator or receiver for same), then and in such event
each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be
binding upon such Guarantor, notwithstanding any revocation or cancellation of this Guaranty or of
any of the Transaction Documents, and such Guarantor shall be and remain liable to the Guaranteed
Parties hereunder for the amount so repaid or recovered to the same extent as if such amount had
never originally been paid to such Guaranteed Party and such Guarantor’s obligations and
liabilities under this Guaranty shall be reinstated to such extent and this Guaranty shall remain
in full force and effect (or shall be reinstated) to such extent. Each Guarantor hereby expressly
waives the benefit of any applicable statute of limitations and agrees that it shall be liable
under this Guaranty whenever any Guaranteed Party seeks to enforce such liability against the
Guarantor or its property.
4. WAIVERS AND CONSENTS. Each Guarantor hereby waives: (i) notice of acceptance of this
Guaranty by the Guaranteed Parties; (ii) notice of the creation, existence, acquisition, extension,
or renewal of any of the Guaranteed Obligations; (iii) notice of the amount of the Guaranteed
Obligations outstanding from time to time; (iv) notice of any default or event of default under any
of the Transaction Documents or with respect to any of the Guaranteed Obligations or notice of any
other adverse change in the Company’s financial condition or means or ability to pay any of the
Guaranteed Obligations or perform its obligations under any of the Transaction Documents or notice
of any other fact which might increase such Guarantor’s risk hereunder; (v) notice of presentment,
demand, protest, and notice of dishonor or nonpayment as to any instrument; (vi) notice of any
acceleration or other demand for payment of any of the Guaranteed Obligations; and (vii) all other
notices and demands to which such Guarantor might otherwise be entitled with respect to any of the
Guaranteed Obligations or any of the Transaction Documents or with respect to any Guaranteed
Party’s enforcement of its rights and remedies thereunder. Each Guarantor further waives any right
such Guarantor may have, by statute or otherwise, to require the Guaranteed Parties to seek
recourse first against the Company or any other Person as a condition precedent to enforcing such
Guarantor’s liability and obligations under this Guaranty, and each Guarantor further waives any
defense arising by reason of any incapacity or other disability of the Company or by reason of any
other defense which any Person may have on any of the Guaranteed Obligations or under any of the
Transaction Documents other than payment in full of the Guaranteed Obligations. Each Guarantor
consents and agrees that, without notice to or consent by such Guarantor and without affecting or
impairing the liability of such Guarantor under this Guaranty, the Guaranteed Parties
may compromise or settle, extend the period of duration or the time for the payment, discharge
or performance of any of the Guaranteed Obligations or any of the Transaction Documents, or may
refuse to enforce or may release all or any parties to any or all of the Guaranteed Obligations
(including without limitation any other guarantor thereof), or may grant other
3
indulgences to
Company or such other parties in respect thereof, or may waive, amend or supplement in any manner
the provisions of any of the Transaction Documents or any other document, instrument or agreement
relating to any of the Guaranteed Obligations (other than this Guaranty), or may refuse to enforce
its rights or may make any compromise or settlement or agreement therefor with any party to any of
the Guaranteed Obligations or any of the Transaction Documents, or with any other Person, or may
release or substitute any one or more of the other endorsers or guarantors of the Guaranteed
Obligations whether parties to this Guaranty or not. Each Guarantor further consents and agrees
that none of the Guaranteed Parties shall be under any obligation to marshal any assets in favor of
such Guarantor or against or in payment of any of the Guaranteed Obligations.
5. WAIVER OF STAY, EXTENSION OR USURY LAWS. Each Guarantor covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or forgive such
Guarantor from paying all or any portion of the Guaranteed Obligations as contemplated herein, or
which may affect the covenants or the performance of this Guaranty; and each Guarantor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Guaranteed Parties, but will suffer and permit the execution of every such power as
though no such law had been enacted.
6. GUARANTOR DUE DILIGENCE AND BENEFIT. Each Guarantor is fully aware of the financial
condition, assets and prospects of the Company, and such Guarantor is executing and delivering this
Guaranty based solely upon such Guarantor’s own independent investigation thereof and in no part
upon any representation, warranty or statement of any Guaranteed Party with respect to the
Company’s financial condition, assets or prospects. Each Guarantor is in a position to and hereby
assumes full responsibility for obtaining any and all information concerning the Company’s
financial condition, assets and prospects as such Guarantor may now or hereafter deem material to
such Guarantor’s decision to enter into and become liable under this Guaranty and such Guarantor is
not relying upon, nor does such Guarantor expect any Guaranteed Party to furnish such Guarantor
with, any information which may be now or hereafter in such Guaranteed Party’s possession
concerning the Company’s financial condition, assets or prospects. Each Guarantor hereby knowingly
accepts the full range of risks encompassed within a contract of guaranty, which risks such
Guarantor understands may include, without limitation, the possibility that the Company may incur
additional indebtedness to the Guaranteed Parties for which such Guarantor may be liable hereunder
after the Company’s financial condition or means or ability to pay its lawful debts when they fall
due has deteriorated. Each Guarantor further acknowledges and agrees that any credit or other
financial accommodations now or hereafter extended by the Guaranteed Parties to the Company and any
and all forbearances with respect to the Company or its assets which the Guaranteed Parties may now
or hereafter grant are and will be of direct interest, benefit and advantage to such Guarantor.
7. GUARANTEED PARTIES’ ACCOUNTS AND RECORDS; APPLICATION OF PAYMENTS. Each Guarantor agrees
that, in the absence of manifest error, any and all books and records relating to the Guaranteed
Obligations which are prepared and maintained by the Guaranteed Parties shall constitute prima
facie evidence of the existence and amount of the
4
Guaranteed Obligations. Each Guarantor
irrevocably waives the right to direct the application of any and all payments and collections at
any time hereafter received by any Guaranteed Party from or on behalf of the Company, such
Guarantor or otherwise with respect to any of the Guaranteed Obligations and such Guarantor does
hereby irrevocably agree that the Guaranteed Parties shall have the continuing exclusive right to
apply and re-apply any and all such payments and collections received at any time hereafter against
the Guaranteed Obligations in such manner and order as the Guaranteed Parties may deem advisable,
notwithstanding any contrary entry by any Guaranteed Party upon any of its books and records.
8. LIMITATION ON GUARANTOR LIABILITY. Each Guarantor and each Guaranteed Party (by its
acceptance of the benefits of this Guaranty) confirms that it is the intention of all such parties
that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of federal or
state law to the extent applicable to this Guaranty. To effectuate the foregoing intention, each
Guarantor and each Guaranteed Party (by its acceptance of the benefits of this Guaranty) hereby
irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor will be limited to
the maximum amount that will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect
to any rights to contribution pursuant to any agreement providing for an equitable contribution
among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such
Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.
9. WHEN GUARANTOR MAY MERGE OR TRANSFER ASSETS. (a) A Guarantor shall not consolidate with,
merge with or convert into any other Person or convey, transfer or lease all or substantially all
of its properties and assets to any Person (other than the Company or another Guarantor), unless:
(i) either (1) the Guarantor shall be the continuing Person or (2) the Person (if other than
the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person
which acquires by conveyance, transfer or lease all or substantially all of the properties and
assets of the Guarantor (the “Surviving Entity”) (i) shall be a Person (other than an individual)
organized and validly existing under the laws of the United States or any State thereof or the
District of Columbia and (ii) shall expressly assume, by the execution and delivery to the Trustee
of a Joinder to Guaranty set forth in Exhibit A annexed hereto, all of the Guaranteed
Obligations of the Guarantor under this Guaranty;
(ii) at the time of such transaction, no Event of Default (as defined in the Indenture) and no
event which, after notice or lapse of time, would become an Event of Default, shall have happened
and be continuing; and
(iii) the Company shall have delivered to the Beneficiary an Officers’ Certificate and an
Opinion of Counsel (each as defined in the Indenture), each stating that such consolidation,
merger, conveyance, transfer or lease complies with this Guaranty and that all conditions
precedent herein provided for relating to such transaction have been satisfied.
(b) The Surviving Entity shall succeed to, and be substituted for, and may exercise every
right and power of, the Guarantor under this Guaranty with the same effect as if such
5
Surviving
Entity had been named as the Guarantor herein; and thereafter the Guarantor shall be discharged
from all obligations and covenants under this Guaranty.
10. RELEASE OF LIABILITY OF GUARANTOR. Each Guarantor shall be released from and relieved of
its obligations under this Guaranty (a) concurrently with the payment in full of all of the
Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim
giving rise thereto shall have been asserted) or (b) in connection with a discharge of Company’s
obligations under the Indenture in accordance with Article 8 thereof (other than with respect to
any payment obligations of Company under Article 10 of the Indenture to the extent the same survive
such discharge under Article 8 of the Indenture, which shall remain Guaranteed Obligations
hereunder and for which this Guaranty shall remain in full force and effect until the Notes are
paid in full and no such Guaranteed Obligations remain outstanding).
11. NOTICES TO GUARANTOR. All notices, demands and other communications hereunder by any
Guaranteed Party to any Guarantor or by any Guarantor to any Guaranteed Party shall be delivered in
the manner provided in Section 11.02 of the Indenture, addressed as follows:
If to any Guarantor:
c/o Gasco Energy, Inc.
0 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
0 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: (000) 000-0000
If to any Guaranteed Party, to Beneficiary at:
Xxxxx Fargo Bank, N.A.
0000 Xxxx Xxxxxx, 0xx Xxxxx
XXX X0000-000
Xxxxxx, XX 00000
Attention: Corporate Trust Services
Facsimile: (000) 000-0000
0000 Xxxx Xxxxxx, 0xx Xxxxx
XXX X0000-000
Xxxxxx, XX 00000
Attention: Corporate Trust Services
Facsimile: (000) 000-0000
12. COLLECTION COSTS. Each Guarantor shall be liable to each Guaranteed Party for and shall
pay to each Guaranteed Party on demand all reasonable costs (including without limitation
reasonable attorneys’ fees and expenses) incurred by such Guaranteed Party in enforcing performance
of or collecting any payments due under this Guaranty.
13. ASSIGNMENT AND TRANSFER. This Guaranty shall be binding upon each Guarantor and such
Guarantor’s successors and assigns and shall inure to the benefit of and be enforceable by the
Guaranteed Parties and their respective successors and assigns; provided, however, that no
Guarantor shall be permitted to assign any of its obligations hereunder to any other Person except
in accordance with Section 9 above.
6
14. GOVERNING LAW. This Guaranty shall be governed by the internal laws of the State of New
York.
15. SUBROGATION AND WAIVER OF CERTAIN RIGHTS. Each Guarantor expressly waives any and all
rights of subrogation, reimbursement, indemnity, exoneration or contribution or any other claim
which such Guarantor may now or hereafter have against the Company, any other guarantor of the
Guaranteed Obligations, or any affiliate thereof or against any property of the Company, any other
guarantor of the Guaranteed Obligations or any affiliate thereof arising from the existence,
performance or enforcement of such Guarantor’s obligations and liabilities under this Guaranty
until such time as the Guaranteed Obligations shall have been paid in full.
16. MISCELLANEOUS. (a) This Guaranty constitutes the sole and entire agreement between such
Guarantor and the Guaranteed Parties with respect to the subject matter hereof and supersedes and
replaces any and all prior agreements, understandings, negotiations or correspondence between them
with respect thereto.
(b) Time is of the essence of this Guaranty.
(c) Words importing the singular number hereunder shall include the plural number and vice
versa and any pronouns used herein shall be deemed to cover all genders.
(d) Wherever possible, any provision in this Guaranty which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any one jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
(e) No amendment or waiver of any provision of this Guaranty, nor consent to any departure by
any Guarantor therefrom, shall be effective or binding upon the Guaranteed Parties unless such
Guaranteed Parties shall first have given written consent thereto in accordance with the terms of
the Indenture. Any such amendment, waiver or consent which is so granted by the Guaranteed Parties
shall apply only to the specific occasion which is the subject of such amendment, waiver or consent
and shall not apply to the occurrence of the same or any similar event on any future occasion. No
failure on the part of any Guaranteed Party to exercise, and no delay by any Guaranteed Party in
exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of
any other right by any Guaranteed Party. No notice to or demand on any Guarantor in any case by
any Guaranteed Party hereunder shall entitle such Guarantor to any further notice or demand in any
similar or other circumstances or constitute a waiver of the rights of any such Guaranteed Party to
take any other or future action in any
circumstances without notice or demand. The remedies provided to the Guaranteed Parties in
this Guaranty are cumulative and not exclusive of any other remedies provided by law.
(f) This Guaranty may be executed in one or more counterparts and each such counterpart shall
constitute an original and all such counterparts together shall constitute one and the same
instrument. In the event that any signature to this Guaranty or any amendment hereto is
7
delivered by facsimile transmission, by e-mail delivery of a “.pdf” format data file or by other electronic
transmission, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile,
“.pdf” or other electronic transmission signature page were an original thereof. At the request of
any party or beneficiary of this Guaranty each Guarantor shall promptly re-execute an original form
of this Guaranty or any amendment hereto and deliver the same to the other party or beneficiary of
this Guaranty. No Person shall raise the use of a facsimile machine, e-mail delivery of a “.pdf”
format data file or other electronic transmission to deliver a signature to this Guaranty or any
amendment hereto or the fact that such signature was transmitted or communicated through the use of
a facsimile machine, e-mail delivery of a “.pdf” format data file or other electronic transmission
as a defense to the formation or enforceability of a contract, and each Person executing this
Guaranty or obtaining the benefits hereof forever waives any such defense.
(g) All Section headings herein are for convenience of reference only and shall not limit or
otherwise affect the meaning or interpretation of the provisions of this Guaranty.
17. JOINT AND SEVERAL OBLIGATIONS. The obligations, covenants and agreements of each
Guarantor hereunder shall be the joint and several obligations, covenants and agreements of each
Guarantor.
18. ADDITIONAL GUARANTORS. Each Subsidiary of the Company that is required to enter into this
Guaranty as a Guarantor after the date hereof pursuant to the Indenture shall, upon execution and
delivery by Beneficiary and such Subsidiary of the Joinder to Guaranty set forth in Exhibit
A annexed hereto, become a Guarantor hereunder with the same force and effect as if originally
named as a Guarantor herein. The execution and delivery of the Joinder to Guaranty shall not
require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor
as a party to this Guaranty.
19. REPRESENTATIONS, WARRANTIES AND COVENANTS. In addition to the covenants contained herein,
each Guarantor agrees that it shall comply with all of the covenants set forth in Article 4 of the
Indenture that are applicable to the Subsidiaries of the Company as if by the terms thereof such
provisions applied to such Guarantor directly and were set forth herein verbatim. The execution,
delivery and performance by each Guarantor of this Guaranty are within its powers, have been duly
authorized by all necessary action pursuant to its constituent documents, require no further action
by or in respect of, or filing with, any governmental body, agency or official and do not violate,
conflict with or cause a breach or a default under any provision of applicable law or regulation or
of the constituent documents of such Guarantor or of any agreement, judgment, injunction, order,
decree or other instrument binding upon it or any of
its property. This Guaranty constitutes the valid and binding obligation of each Guarantor,
enforceable against such Guarantor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, or similar laws relating to the enforcement of
creditor’s rights generally and by general equitable principles.
[rest of page intentionally left blank; signature page follows]
8
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered
by its duly authorized officers as of the date first above written.
| GUARANTORS: GASCO PRODUCTION COMPANY, a Delaware corporation |
||||
| By: | /s/ X. Xxxx Xxxxx | |||
| Name: | X. Xxxx Grant | |||
| Title: | President and Chief Financial Officer | |||
| RIVERBEND GAS GATHERING, LLC, a Nevada limited liability company |
||||
| By: | Gasco Energy, Inc. | |||
| Its Managing Member | ||||
| By: | /s/ X. Xxxx Xxxxx | |||
| Name: | X. Xxxx Grant | |||
| Title: | President and Chief Financial Officer | |||
| MYTON OILFIELD RENTALS, LLC, a Nevada limited liability company |
||||
| By: | Gasco Energy, Inc. | |||
| Its Managing Member | ||||
| By: | /s/ X. Xxxx Xxxxx | |||
| Name: | X. Xxxx Grant | |||
| Title: | President and Chief Financial Officer | |||
EXHIBIT A
FORM OF JOINDER
JOINDER TO GUARANTY
The undersigned, a , hereby joins in the execution of that
certain Guaranty Agreement dated as of June 25, 2010 (the “Guaranty”), by Gasco Production Company,
Riverbend Gas Gathering, LLC and Myton Oilfield Rentals, LLC and each other Person that becomes a
Guarantor thereunder after the date and pursuant to the terms thereof, to and in favor of XXXXX
FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Indenture referred to therein, together with
its successors and assigns in such capacity, for the benefit of the Guaranteed Parties (as defined
in such Indenture). By executing this Joinder to Guaranty, the undersigned hereby agrees that it
is a Guarantor thereunder with the same force and effect as if originally named therein as a
Guarantor. The undersigned agrees to be bound by all of the terms and provisions of the Guaranty
and represents and warrants that the representations and warranties set forth in the Guaranty are,
with respect to the undersigned, true and correct as of the date hereof. Each reference to a
Guarantor in the Guaranty shall be deemed to include the undersigned.
In Witness Whereof, the undersigned has executed this Joinder to Guaranty this ______ day of
, ____.
[NEW GUARANTOR]
| By: | ||||
| Its: | ||||
Acknowledged:
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
as Trustee
| By: | ||||
| Its: | ||||
