Section 2.1(a)) shall require (i) five (5) Business Days prior written noticethereof (for any advance of $15,000,000 or less), or (ii) ten (10) Business Daysprior written notice thereof (for any advance in excess of $15,000,000), and shallbe made pursuant to a Request for Advance in the form of ***Exhibit 2.1***hereto. Ifless than $60,000,000 is advanced by Lender hereunder by the date which is ten (10)Business Days prior to the Maturity Date (the “***Drawdown Termination Date***”), the Loanshall be in the maximum amount outstanding on such date and there shall be nofurther advances hereunder. Amounts prepaid or repaid with respect to the Loan maynot be reborrowed. The Lender shall make any advances under the Loan by wiretransfer of immediately available funds to the account of the Borrower set forth in***Exhibit 2.1***.” (d) ***Section 2.******3(b)*** of the Loan Agreement is hereby amended by deleting such subsection in itsentirety and replacing it with the following:     “(b) Subject to ***Section 8.12***, if the Loan is not funded in the full amount atany time during the period from the Fourth Amendment Date to the DrawdownTermination Date, the Borrower shall pay to the Lender a non-use fee in the amountof 1.50% per annum multiplied by such non-funded amount, such fee to be paid on thelast day of each calendar quarter, commencing March 31, 2008 through and includingMarch 31, 2009, and on the Drawdown Termination Date. For the avoidance of doubt,the amount of any advance under the Loan that has been prepaid or repaid shall notbe subject to such non-use fee. If the Loan is not fully funded in the amount of$60,000,000 by the Drawdown Termination Date, the Loan shall be deemed to be fullyfunded and no further non-use fee shall be payable.” (e) ***Section 6.******6(c)*** of the Loan Agreement is hereby amended by deleting such subsection in itsentirety and replacing it with the following:     “(c) if no Default has occurred and is continuing, the Borrower may (i) declareand pay dividends with respect to any of its Preferred Stock in an amount not toexceed, in the aggregate, $1,800,000 during any fiscal year, and (ii) repurchase upto a maximum of $10,000,000 of its Equity Interests consisting of common stockand/or stock options in the aggregate for all such repurchases during the termhereof.” (f) Any and all references to “Change of Control” are hereby deemed amended andmodified wherever necessary to “Change in Control”.     **SECTION 3.****Conditions of Effectiveness**. The obligations of Lender to amend the LoanAgreement as provided herein are subject to the fulfillment of the following conditions precedent:     (a) Borrower shall have delivered to Lender multiple duly executed counterparts of thisAmendment;     (b) no Material Adverse Effect shall have occurred;     (c) no Default or Event of Default shall have occurred; and     (d) the Lender shall have received such other documents and certificates as the Lender or itscounsel may reasonably request.
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     **SECTION 4.****Representations and Warranties**. Borrower represents and warrants toLender, with full knowledge that Lender is relying on the following representations and warrantiesin executing this Amendment, as follows:     (a) It has the power and authority to execute, deliver and perform this Amendment, and allaction on the part of it requisite for the due execution, delivery and performance of thisAmendment has been duly and effectively taken.     (b) The Agreement, the Loan Documents and each and every other document executed and deliveredin connection herewith constitute the legal, valid and binding obligation of it, to the extent itis a party thereto, enforceable against it in accordance with their respective terms.     (c) This Amendment does not and will not violate any provisions of any of the OrganizationalDocuments of it or any contract, agreement, instrument or requirement of any Governmental Authorityto which it is subject. Its execution of this Amendment will not result in the creation orimposition of any lien upon any of its properties other than those permitted by the Loan Agreementand this Amendment.     (d) Execution, delivery and performance of this Amendment does not require the consent orapproval of any other Person, including, without limitation, any regulatory authority orgovernmental body of the United States of America or any state thereof or any political subdivisionof the United States of America or any state thereof.     (e) After giving effect to this Amendment, no Default or Event of Default will exist, and allof the representations and warranties contained in the Agreement and all instruments and documentsexecuted pursuant thereto or contemplated thereby are true and correct in all material respects onand as of this date other than those which have been disclosed to Lender in writing (except to theextent such representations and warranties expressly refer to an earlier or other date, in whichcase they shall be true and correct as of such earlier or other date).     (f) Except to the extent expressly set forth herein to the contrary, nothing in this ***Section 4***is intended to amend any of the representations or warranties contained in the Agreement or theLoan Documents to which Borrower is a party.     **SECTION 5.****Reference to and Effect on the Agreement**.     (a) Upon the effectiveness hereof, on and after the date hereof, each reference in the LoanAgreement to “*this Agreement*,” “*hereunder*,” “*hereof*,” “*herein*,” or words of like import, shall meanand be a reference to the Loan Agreement as amended hereby.     (b) Except as specifically amended by this Amendment, the Agreement shall remain in full forceand effect and is hereby ratified and confirmed.     **SECTION 6.****Cost, Expenses and Taxes**. Borrower agrees to pay all reasonable legal feesand expenses to be incurred in connection with the preparation, reproduction, execution anddelivery of this Amendment and the other instruments and documents to be delivered in connectionwith the transactions associated herewith, including reasonable attorneys’ fees and out-of-pocketexpenses of Lender, and agrees to save Lender harmless from and against any and all liabilitieswith respect to or resulting from any delay in paying or omission to pay such fees.
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     **SECTION 7.****Extent of Amendment**. The terms “*Term Loan Agreement*” and *“Loan Agreement*”as used in each of the Loan Documents shall hereafter mean the Loan Agreement as amended by thisAmendment. Except as otherwise expressly provided herein, neither the Agreement nor the other LoanDocuments are amended, modified or affected by this Amendment. Borrower hereby ratifies andconfirms that:     (a) except as expressly amended or waived hereby, all of the terms, conditions, covenants,representations, warranties and all other provisions of the Agreement remain in full force andeffect;     (b) each of the other Loan Documents are and remain in full force and effect in accordancewith their respective terms; and     (c) the Collateral (as defined in the Loan Documents), if any, is unimpaired by thisAmendment.     **SECTION 8.****Grant and Affirmation of Security Interest**. Borrower hereby confirms andagrees that:     (a) any and all liens, security interests and other security or Collateral now or hereafterheld by Lender as security for payment and performance of the obligations are hereby renewed andcarried forth to secure payment and performance of all of the obligations; and     (b) the Loan Documents, as such may be amended in accordance herewith, are and remain legal,valid and binding obligations of the parties thereto, enforceable in accordance with theirrespective terms.     **SECTION 9.****Claims**. As additional consideration to the execution, delivery, andperformance of this Amendment by the parties hereto and to induce Lender to enter into thisAmendment, Borrower represents and warrants that it does not know of any defenses, counterclaims orrights of setoff to the payment of any Obligations of Borrower to Lender.     **SECTION 10.****Execution and Counterparts**. This Amendment may be executed in any numberof counterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which taken together shallconstitute but one and the same instrument. Delivery of an executed counterpart of this Amendmentand the other Loan Documents by facsimile shall be equally as effective as delivery of a manuallyexecuted counterpart of this Amendment and such other Loan Documents.     **SECTION 11.****Governing Law**. This Amendment shall be governed by and construed inaccordance with the laws of the State of New York.     **SECTION 12.****Headings**. Section headings in this Amendment are included herein forconvenience and reference only and shall not constitute a part of this Amendment for any otherpurpose.     **SECTION 13.****NO ORAL AGREEMENTS**. The rights and obligations of each of the partiesto the loan documents shall be determined solely from written agreements, documents, andinstruments, and any prior oral agreements between such parties are superseded by and merged intosuch writings. The agreement (as amended in writing from time to time) and the other written loandocuments executed by Borrower and Lender (*together with*all fee letters as they relate to thepayment of fees after the closing date) represent the final agreement between such parties, and maynot be contradicted by 
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evidence of prior, contemporaneous, or subsequent oral agreements by such parties. There areno unwritten oral agreements between such parties.     **SECTION 14.****No Waiver**. Borrower agrees that no Event of Default and no Default hasbeen waived or remedied by the execution of this Amendment by Lender, and any such Default or Eventor Default heretofore arising and currently continuing shall continue after the execution anddelivery hereof. Nothing contained in this Amendment nor any past indulgence by Lender, nor anyother action or inaction on behalf of Lender (i) shall constitute or be deemed to constitute awaiver of any Defaults or Events of Default which may exist under the Agreement or the other LoanDocuments, or (ii) shall constitute or be deemed to constitute an election of remedies by Lender ora waiver of any of the rights or remedies of Lender provided in the Agreement or the other LoanDocuments or otherwise afforded at law or in equity.THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.***[Signature Pages Follow]***
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     **IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized.     **BORROWER:**       **CONTANGO OIL & GAS COMPANY,**  a Delaware corporation       By: /s/ KENNETH R. PEAK Kenneth R. PeakChairman of the Board, Chief Executive Officer,President, Chief Financial Officer, and Secretary  ***Signature Page to Fourth Amendment to Loan Agreement – Contango Oil & Gas Company***
 

 
      **LENDER**: