Exhibit 10.24





                       FIRST AMENDMENT TO CREDIT AGREEMENT
                       -----------------------------------


THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this  "Amendment"),  dated as of March
6, 2006,  is  between:  (i) CRIMSON  EXPLORATION  INC.,  a Delaware  corporation
("Borrower"),  (ii) CRIMSON EXPLORATION OPERATING,  INC., a Delaware corporation
(the "Post-Merger Guarantor"), SUCCESSOR BY MERGER TO SETEX OIL AND GAS COMPANY,
a Texas corporation, RIGWEST WELL SERVICE, INC., a Texas corporation,  SOUTHEAST
TEXAS  OIL  &  GAS  CO.,  LLC,  a  Texas  limited  liability  company,  GULFWEST
DEVELOPMENT COMPANY, a Texas corporation ("GulfWest Development"), DUTCHWEST OIL
COMPANY,  a Texas  corporation,  GULFWEST OIL & GAS COMPANY, a Texas corporation
("GulfWest  Texas"),  GULFWEST  OIL & GAS COMPANY  (LOUISIANA)  LLC, a Louisiana
limited  liability company  ("GulfWest  Louisiana"),  GULFWEST TEXAS COMPANY,  a
Texas  corporation,  and S.G.C.  TRANSMISSION,  LLC, a Texas  limited  liability
company (collectively,  the "Pre-Merger Guarantors"),  (iii) LTW PIPELINE CO., a
Texas corporation  ("LTW" and individually and collectively with the Post-Merger
Guarantor,  "Guarantor"),  and (iv) WELLS FARGO BANK,  NATIONAL  ASSOCIATION,  a
national banking association, as Agent for the Lenders ("Agent"), with reference
to the following facts:

                                    RECITALS:
                                    ---------

WHEREAS,  Borrower and Agent entered into that certain Credit Agreement dated as
of July 15, 2005 (as same may be  amended,  restated,  increased,  supplemented,
and/or  otherwise  modified,  the  "Agreement"),  as  evidenced  by, among other
things,  that certain Revolving Credit Note in the original  principal amount of
$100,000,000.00 (as same may be amended, restated, increased, renewed, extended,
supplemented, and/or otherwise modified, the "Note").

WHEREAS,  the Pre-Merger  Guarantors along with LTW,  guaranteed  payment of the
indebtedness evidenced by the Note as well as the performance and payment of the
other Obligations,  as evidenced by, among other things,  those certain Guaranty
Agreements  dated  as of even  date  with the  Agreement  and  executed  by each
Pre-Merger Guarantor and LTW.

WHEREAS, the Post-Merger Guarantor,  also guaranteed payment of the indebtedness
evidenced  by the  Note as well as the  performance  and  payment  of the  other
Obligations,  as  evidenced  by,  among  other  things,  that  certain  Guaranty
Agreement dated as of January 5, 2006.

WHEREAS,  pursuant to the Loan Documents,  Agent has a security  interest in, or
lien upon,  among other things,  certain of  Borrower's,  LTW's,  and Pre-Merger
Guarantor's  personal and real  property as more  particularly  described in the
Loan  Documents  (all of the  collateral  described  in any and all of the  Loan
Documents is herein called the "Collateral")  including, but not limited to, the
personal  property  described in those certain Third Party Security  Agreements,
dated of even date with the Agreement, executed by each Pre-Merger Guarantor and
LTW,  respectively,  and the  Security  Agreement  dated  as of July  15,  2005,
executed by Borrower,  all for the benefit of Agent  (collectively,  as amended,
restated,  supplemented and/or otherwise modified,  the "Security  Agreements"),
and the real and personal property  described in each of those certain Mortgage,
Deed of Trust, Assignment of Production,  Security Agreement, Fixture Filing and
Financing  Statements  (the  "Mortgages")  each executed by GulfWest  Louisiana,
GulfWest  Texas,  and  GulfWest   Development,   respectively,   which  Security
Agreements and Mortgages secure, among other things, the Obligations.

                                       3
<PAGE>

         WHEREAS,  Borrower  advised Agent that the Pre-Merger  Guarantors  were
merged as of March 2, 2006,  with and into  Post-Merger  Guarantor  and that the
assets,  obligations,  and liabilities of the Pre-Merger  Guarantors will now be
held in the name of Post-Merger  Guarantor (the above described merger is herein
referred to as the "Merger").

         WHEREAS,  by  operation of the Delaware  General  Corporation  Law, the
Pre-Merger Guarantors' rights,  obligations,  duties, and responsibilities under
the Loan  Documents  are assigned to and assumed by  Post-Merger  Guarantor as a
result of the Merger.

         WHEREAS,  although  not  required by the Loan  Documents,  Borrower has
requested  that Agent consent to the Merger and the assignment and assumption of
the  Post-Merger  Guarantor  of  the  Pre-Merger  Guarantors'   obligations  and
liabilities  under  the  Loan  Documents  as a  result  of the  Merger  and  the
transactions  described  herein,  and Agent has agreed to provide such  consent,
subject to the further terms and conditions hereof.

         WHEREAS,  the  parties  hereto  now wish to amend and  modify  the Loan
Documents as hereinafter set forth.

NOW, THEREFORE, in consideration of the benefits accruing to the parties hereto,
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:



Definitions

         Capitalized  terms used in this Amendment,  to the extent not otherwise
defined  herein,  shall have the same meanings as in the  Agreement,  as amended
hereby.



Amendments and Consent

Amendment to Schedules of the  Agreement.  Effective as of the date hereof,  the
following  Schedules  attached  to the  Agreement  are  hereby  amended in their
entirety as follows:

Schedule 7.14 (Borrower & Subsidiaries Locations,  Jurisdictions & Taxpayer I.D.
Numbers) of the  Agreement is hereby  replaced in its entirety by Schedule  7.14
attached hereto,  and accordingly,  LTW shall be deemed an Active  Subsidiary in
accordance with such revised Schedule.

Schedule  7.28  (Guarantor's  Taxpayer  Identification  Numbers  and  States  of
Formation) of the Agreement is hereby  replaced in its entirety by Schedule 7.28
attached hereto.

                                       4
<PAGE>

References to Pre-Merger  Guarantors.  The Loan Documents are hereby modified so
that any reference to the Pre-Merger  Guarantors  (individually or collectively)
contained in the Loan Documents shall now refer to the Post-Merger Guarantor and
each  of the  Pre-Merger  Guarantors'  addresses  shall  be the  address  of the
Post-Merger Guarantor as noted herein.

Consent. Agent hereby consents to the Merger and the transfer of that portion of
the Collateral owned by the Pre-Merger  Guarantors to Post-Merger  Guarantor and
the assumption by Post-Merger  Guarantor of all  obligations  and liabilities of
Pre-Merger  Guarantors  evidenced by the Loan Documents and to the other matters
described herein. Agent's consent shall not constitute a waiver of Agent's right
to accelerate the obligations  under the Note in the event of a subsequent sale,
transfer, or encumbrance of the Collateral or any interest therein, as set forth
in any of the  Security  Agreements  or  otherwise,  nor shall  Agent's  consent
constitute  Agent's waiver of any other term,  covenant,  or condition of any of
the Loan Documents.



Ratifications, Representations and Warranties

Ratifications. The terms and provisions set forth in this Amendment shall modify
and supersede all  inconsistent  terms and provisions set forth in the Agreement
and except as expressly modified and superseded by this Amendment, the terms and
provisions of the  Agreement  are ratified and  confirmed and shall  continue in
full force and effect.  Borrower,  Guarantor, and Agent agree that the Agreement
as amended hereby shall continue to be legal, valid, binding, and enforceable in
accordance with its terms. The terms, provisions,  and conditions of any and all
of the Loan  Documents  including,  without  limitation,  the Note, the Security
Agreements, and the Mortgages are hereby ratified and confirmed in every respect
by Borrower and each Guarantor and shall continue in full force and effect.

Representations and Warranties. Borrower and each Guarantor hereby represent and
warrant to Agent that:  (i) the  execution,  delivery  and  performance  of this
Amendment  and any and all other Loan  Documents  executed  and/or  delivered in
connection  herewith have been authorized by all requisite  corporate  action on
the part of Borrower  and  Guarantor  and will not violate  the  certificate  or
articles  of  incorporation  or bylaws of Borrower  or any  Guarantor,  (ii) the
representations  and warranties  contained in the Agreement,  as amended hereby,
and any other Loan Document are true and correct on and as of the date hereof as
though  made on and as of the date  hereof,  except to the extent  that any such
representation  and  warranty  expressly  relates  solely to an earlier date (in
which case such  representation and warranty shall be true and correct on and as
of such earlier date),  (iii) no Event of Default has occurred and is continuing
and no event or condition  has occurred  that with the giving of notice or lapse
of time or both  would be an  Event  of  Default,  and  (iv)  Borrower  and each
Guarantor are in full compliance with all covenants and agreements  contained in
the Agreement as amended hereby;  provided,  however, that Post-Merger Guarantor
has  not  qualified  to do  business  in any  foreign  jurisdiction  other  than
Colorado.


                                       5
<PAGE>


Miscellaneous

Security Instruments and Non-Impairment of Lien. All Loan Documents shall secure
the  indebtedness  evidenced by the Note and the other Loan  Documents,  as such
indebtedness is affected by this  Amendment,  whether or not such Loan Documents
shall be expressly  amended or  supplemented  in connection with this Amendment.
Except as expressly provided herein,  nothing contained in this Amendment shall:
(i) alter or affect any provision,  condition or covenant contained in the Note,
the  Agreement,  the  Security  Agreements,  the  Mortgages,  or the other  Loan
Documents or affect or impair any rights,  powers,  or remedies  thereunder,  it
being the intent hereof that the  provisions  of the Note,  the  Agreement,  the
Security  Agreements,  the Mortgages,  and the other Loan  Documents  shall each
continue in full force and effect except as expressly  modified hereby,  or (ii)
be  deemed  or  construed  to be an  impairment  of the  lien  of  the  Security
Agreements or the Mortgages.  The Security  Agreements  and the Mortgages  shall
remain first liens encumbering the property covered by the Security  Agreements,
the Mortgages, and any other Loan Document.

Survival of Representations  and Warranties.  All representations and warranties
made in this Amendment or in any other Loan Document including any Loan Document
furnished in  connection  with this  Amendment  shall  survive the execution and
delivery of this Amendment and the other Loan Documents, and no investigation by
Agent or any closing  shall affect the  representations  and  warranties  or the
right of Agent to rely upon them.

Reference to Agreement. Each of the Loan Documents,  including the Agreement and
any and  all  other  agreements,  documents,  or  instruments  now or  hereafter
executed and delivered  pursuant to the terms hereof or pursuant to the terms of
the  Agreement as amended  hereby,  are hereby  amended so that any reference in
such Loan Documents to the Agreement  shall mean a reference to the Agreement as
amended  hereby.  It is the intention of the parties  hereto that this Agreement
and the agreements,  documents,  and/or instruments executed,  delivered, and/or
recorded  in  connection  herewith  shall be  deemed  to form a part of the Loan
Documents  that they  amend,  and  shall all  constitute  a "Loan  Document"  as
referred to herein and therein.

Additional  Documentation.  From time to time,  Borrower and/or Guarantors shall
execute or procure  and deliver to Agent such other and  further  documents  and
instruments evidencing, securing, or pertaining to the indebtedness evidenced by
the Note or the other Loan  Documents as shall be reasonably  requested by Agent
so as to evidence or effect the terms and provisions hereof, including,  without
limitation,  evidence that Post-Merger Guarantor has qualified to do business in
Texas, Mississippi, and Louisiana. Agent may file financing statements and other
instruments  or  documents  in the  appropriate  jurisdictions  where  it or its
counsels deems necessary,  in their sole discretion,  to perfect Agent's lien in
the Collateral  without  obtaining the signature of Borrower or any Guarantor on
any of the financing statements.

Expenses  of Agent.  As  provided in the  Agreement,  Borrower  agrees to pay on
demand  all  costs  and  expenses  incurred  by  Agent  in  connection  with the
preparation,  negotiation,  and  execution of this  Amendment and the other Loan
Documents  executed  pursuant hereto and any and all amendments,  modifications,
and supplements  thereto including,  without  limitation,  the costs and fees of
Agent's  legal  counsel,  and all  costs  and  expenses  incurred  by  Agent  in
connection  with  the  enforcement  or  preservation  of any  rights  under  the
Agreement,  as amended  hereby,  or any other Loan Document  including,  without
limitation, the costs and fees of Agent's legal counsel.

                                       6
<PAGE>

Severability.  Any  provision  of this  Amendment  held by a court of  competent
jurisdiction to be invalid or  unenforceable  shall not impair or invalidate the
remainder  of this  Amendment  and the effect  thereof  shall be confined to the
provision so held to be invalid or unenforceable.

Applicable  Law. This Amendment and all other Loan Documents  executed  pursuant
hereto  shall be governed by and  construed in  accordance  with the laws of the
State of Texas.  On behalf of  itself  and all of its  respective  constituents,
Borrower  and  each  Guarantor   hereby  agree  and  consent  to  the  exclusive
jurisdiction  and venue of the state  courts of Texas and the federal  courts of
the United States having territorial jurisdiction where the property is located.

Successors  and Assigns.  This  Amendment is binding upon and shall inure to the
benefit of Agent, Borrower,  and Guarantor,  and their respective successors and
assigns,  except  Borrower  and/or  Guarantor  may not assign or transfer any of
their  rights or  obligations  hereunder  without the prior  written  consent of
Agent.

Counterparts.  This Amendment may be executed in one or more counterparts,  each
of which when so executed  shall be deemed to be an  original,  but all of which
when taken together shall constitute one and the same instrument.

Effect of Waiver. No consent or waiver,  express or implied,  by Agent to or for
any breach of or deviation  from any covenant,  condition or duty by Borrower or
Guarantor  shall be deemed a consent or waiver to or of any other  breach of the
same or any other covenant, condition or duty.

Headings.  The headings,  captions,  and arrangements used in this Amendment are
for convenience only and shall not affect the interpretation of this Amendment.

Non-Application  of Chapter 346 of Texas Finance Code. The provisions of Chapter
346 of the Texas Finance Code are specifically declared by the parties not to be
applicable to this  Amendment or any of the Loan  Documents or the  transactions
contemplated hereby.

SECTION 26.02 NOTICE.  THIS AMENDMENT AND ALL OTHER  INSTRUMENTS,  DOCUMENTS AND
AGREEMENTS  EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT  EMBODY THE
FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL,  RELATING  TO THIS  AMENDMENT,  AND MAY NOT BE  CONTRADICTED  OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF THE PARTIES HERETO.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
THE PARTIES HERETO HEREBY  IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT, OR OTHERWISE)  ARISING OUT OF OR RELATING TO ANY OF THE LOAN  DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF THE AGENT OR ANY BANK IN
THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.

                                       7
<PAGE>

                            [Signature Pages Follow]




                                       8
<PAGE>


Executed as of the date first written above.


                                    BORROWER:

                                    CRIMSON EXPLORATION INC.,
                                    a Delaware corporation


                                    By: /s/ E. Joseph Grady
                                        -------------------
                                             E. Joseph Grady
                                             Senior Vice President and
                                             Chief Financial Officer

                                    Address for Notices:
                                    --------------------

                                    Crimson Exploration Inc.
                                    480 N. Sam Houston Parkway, E., Suite 300
                                    Houston, Texas  77060
                                    Telecopier No.:  (281) 260-8488
                                    Telephone No.:   (281) 820-1919, ext. 330
                                    Attention:  E. Joseph Grady


                                    AGENT:
                                    -----
                                    WELLS FARGO BANK, NATIONAL ASSOCIATION


                                    By:/s/ Jeff Dalton
                                       ----------------
                                           Jeff Dalton
                                           Vice President


                                    Address for Notices:
                                    --------------------

                                    Wells Fargo Bank, National Association
                                    1000 Louisiana, Ninth Floor
                                    Houston, Texas  77002
                                    Telecopier No.:  (713) 739-1081
                                    Telephone No.:  (713) 319-1368
                                    Attention:  Jeff Dalton

                                      S-1



<PAGE>



The undersigned Guarantors are executing this Amendment to acknowledge and agree
to all the representations,  warranties,  terms, and conditions of the Agreement
as amended by the this Amendment  including  compliance  with all such covenants
and agreements applicable to each such Guarantor.  Guarantor hereby consents and
agrees to this Amendment and agrees that its respective guaranty agreement shall
remain in full force and effect and shall continue to be the legal,  valid,  and
binding obligation of Guarantor enforceable against Guarantor in accordance with
its terms.

                                   GUARANTOR:

                                   CRIMSON EXPLORATION  OPERATING,  INC., a
                                   Delaware corporation, SUCCESSOR BY MERGER TO:

                                   SETEX OIL AND GAS COMPANY, a Texas
                                   corporation.  RIGWEST WELL SERVICE,  INC.,  a
                                   Texas  corporation,  SOUTHEAST  TEXAS OIL &
                                   GAS CO.,  LLC, a Texas  limited  liability
                                   company,  GULFWEST DEVELOPMENT  COMPANY,  a
                                   Texas  corporation,   DUTCHWEST  OIL
                                   COMPANY,  a Texas  corporation,  GULFWEST OIL
                                   & GAS COMPANY, a Texas  corporation,
                                   GULFWEST  OIL & GAS  COMPANY  (LOUISIANA)
                                   LLC, a Louisiana  limited  liability
                                   company , GULFWEST TEXAS
                                   COMPANY, a Texas corporation,  and S.G.C.
                                   TRANSMISSION,  LLC,
                                   a Texas limited liability company

                                   By:/s/ E. Joseph Grady
                                      -------------------
                                   Name:  E. Joseph Grady
                                        ----------------------------------------
                                   Title: Sr. Vice President and CFO
                                         ---------------------------------------



                                   Address for Notices:
                                   --------------------

                                   Crimson Exploration Inc.
                                   480 N. Sam Houston Parkway, E., Suite 300
                                   Houston, Texas  77060
                                   Telecopier No.:  (281) 260-8488
                                   Telephone No.:   (281) 820-1919, ext. 330
                                   Attention:  E. Joseph Grady

                                      S-2

<PAGE>

                                  LTW PIPELINE CO., a Texas corporation


                                  By:/s/ E. Joseph Grady
                                     -------------------
                                  Name:  E. Joseph Grady
                                       -----------------------------------------
                                  Title: Sr. Vice President and CFO
                                        ----------------------------------------

                                  Address for Notices:
                                  --------------------

                                  Crimson Exploration Inc.
                                  480 N. Sam Houston Parkway, E., Suite 300
                                  Houston, Texas  77060
                                  Telecopier No.:  (281) 260-8488
                                  Telephone No.:   (281) 820-1919, ext. 330
                                  Attention:  E. Joseph Grady


                                      S-3

<PAGE>






                             Schedule 7.14 - Page 1
                                  Schedule 7.14

                       BORROWER & SUBSIDIARIES LOCATIONS,
                     JURISDICTIONS AND TAXPAYER I.D. NUMBERS


A.        BORROWER:

          Crimson Exploration Inc.
                     F/K/A:                   GulfWest Energy Inc.
                     EIN:                     20-3037840
                     State of Organization:   Delaware
                     Charter No.:             3976143
                     Charter Date:            June 13, 2005
                     Delaware Taxpayer No.:   3976143
                     Principal Office:        480 N. Sam Houston Parkway E.,
                                              Suite 300
                                              Houston, Texas  77060
                     Status:                  Active



B.       SUBSIDIARIES  (all  subsidiaries  are  100%  owned by  Borrower  or
         jointly by Borrower and its Subsidiaries):

         (i)         Crimson Exploration Operating, Inc.

                     EIN:                      20-40477664
                     State of Organization:    Delaware
                     Charter No.:              4089428
                     Charter Date:             January 5, 2006
                     Delaware Taxpayer No.:    4089428
                     Principal Office:         480 N. Sam Houston Parkway E.,
                                               Suite 300
                                               Houston, Texas  77060
                     Status:                   Active

             (ii) LTW Pipeline Co.

                     EIN:                      76-0604018
                     State of Organization:    Texas
                     Charter No.:              1531992
                     Charter Date:             April 19, 1999
                     Texas Taxpayer No.:       3-20014-7053-6
                     Principal Office:         480 N. Sam Houston Parkway E.,
                                               Suite 300
                                               Houston, Texas  77060
                     Status:                   Active

                             Schedule 7.14 - Page 1

<PAGE>

                                  Schedule 7.28
                                  -------------

                   GUARANTOR'S TAXPAYER IDENTIFICATION NUMBERS
                             AND STATES OF FORMATION

<TABLE>
<CAPTION>

---------------------------------------- -------------------------------------- --------------------------------------
GUARANTOR'S NAME                         TAXPAYER I.D. NO.                      STATE OF FORMATION
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>
Crimson Exploration Inc.                 20-3037840                             Delaware
---------------------------------------- -------------------------------------- --------------------------------------
Crimson Exploration Operating, Inc.      20-4047764                             Delaware
---------------------------------------- -------------------------------------- --------------------------------------
LTW Pipeline Co.                         76-0604018                             Texas
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>


                             Schedule 7.14 - Page 1