First Amendment to Golden Lane Participation Agreement




 Exhibit 10.7 
 FIRST AMENDMENT TO GOLDEN LANE PARTICIPATION AGREEMENT 
 This First
Amendment to Golden Lane Participation Agreement (this “First Amendment”) is dated as of the     day of October, 2007 by and between New Dominion, L.L.C., an Oklahoma limited liability company
(“NDL”), Scintilla, L.L.C., an Oklahoma limited liability company (“Scintilla”), North Paradigm Partners, L.P. North Paradigm Partners II, L.P., North Paradigm Partners III-A, L.P., North Paradigm Partners III-B,
L.P. (all Delaware limited partnerships), and the Michael Greer and Vickie Greer Family Trust dated January 10, 2007 (collectively the “NPP Group”), and CEU Paradigm, LLC, a Delaware limited liability company
(“CEU,” and, collectively with Scintilla and the NPP Group, the “Participants”). 
 RECITALS

 A. The Participants have previously entered into that certain Golden Lane Participation Agreement
dated effective January 10, 2007 (the “Participation Agreement”). 
 B. The Participants now desire to
amend the Participation Agreement in accordance with the terms of this First Amendment in order to correct (i) the interests shown on Exhibit “A” to the Participation Agreement and (ii) certain township and range descriptions
shown on Exhibit “A” to the Participation Agreement. 
 AGREEMENTS 

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Participants agree as follows: 
 1. All capitalized terms used but
not defined herein shall have the meanings ascribed to such terms in the Participation Agreement. 
 2. The Participation
Agreement is amended as follows: 
 Exhibit “A” to the Participation Agreement is amended and restated to read as
provided in Exhibit “A” attached hereto, effective as of the date of the Participation Agreement. 
 3. The
Participants ratify the terms of the Participation Agreement, as amended by this First Amendment. All of the terms and provisions of the Participation Agreement are and shall remain in full force and effect, subject to the terms of this First
Amendment. 
 [SIGNATURE PAGES FOLLOW] 








 IN WITNESS WHEREOF, the Participants have executed this First Amendment as of the date first
above written. 
  

							
	NDL:	 	CEU Paradigm, LLC:
		
	NEW DOMINION, L.L.C.	 	CEU PARADIGM, LLC
				
	By:	 	 /s/ David J. Chernicky
	 	By:	 	 /s/ Stu Rubenstein

		 	David J. Chernicky, Manager	 		 	Stu Rubenstein, Chief Operating Officer
			
	SCINTILLA:	 		 	
			
	SCINTILLA, L.L.C.	 		 	
				
	By:	 	 /s/ David J. Chernicky
	 		 	
		 	David J. Chernicky, Manager	 		 	
		
	North Paradigm Partners, L.P.	 	North Paradigm Partners II, L.P.
		
	NORTH PARADIGM PARTNERS, L.P.	 	NORTH PARADIGM PARTNERS II, L.P.
				
	By:	 	 /s/ Michael J. Greer
	 	By:	 	 /s/ Michael J. Greer

	Name:	 	 Michael J. Greer
	 	Name:	 	 Michael J. Greer

	Title:	 	 CEO of Managing General Partner
	 	Title:	 	 CEO of Managing General Partner



  
 Signature Page
to First Amendment to Golden Lane Participation Agreement 










							
	North Paradigm Partners III-A, L.P.	 	North Paradigm Partners III-B, L.P.
		
	NORTH PARADIGM PARTNERS III-A, L.P.	 	NORTH PARADIGM PARTNERS III-B, L.P.
				
	By:	 	 /s/ Michael J. Greer
	 	By:	 	 /s/ Michael J. Greer

	Name:	 	 Michael J. Greer
	 	Name:	 	 Michael J. Greer

	Title:	 	 CEO of Managing General Partner
	 	Title:	 	 CEO of Managing General Partner

		
	Waveland Drilling Partners 2006A, L.P.	 	Waveland Drilling Partners 2006B, L.P.
		
	WAVELAND DRILLING PARTNERS 2006A, L.P.	 	WAVELAND DRILLING PARTNERS 2006B, L.P.
				
	By:	 	 /s/ Michael J. Greer
	 	By:	 	 /s/ Michael J. Greer

	Name:	 	 Michael J. Greer
	 	Name:	 	 Michael J. Greer

	Title:	 	 CEO of Managing General Partner
	 	Title:	 	 CEO of Managing General Partner

		
	Waveland Drilling Partners 2007A, L.P.	 	Michael Greer and Vickie Greer Family Trust dated January 10, 2007
		
	WAVELAND DRILLING PARTNERS 2007A, L.P.	 	MICHAEL GREER AND VICKIE GREER FAMILY TRUST DATED JANUARY 10, 2007
				
	By:	 	 /s/ Michael J. Greer
	 	By:	 	 /s/ Michael J. Greer

	Name:	 	 Michael J. Greer
	 	Name:	 	 Michael J. Greer, Trustee

	Title:	 	 CEO of Managing General Partner
	 		 	
				
		 		 	By:	 	 /s/ Vickie J. Greer

		 		 	Name:	 	 Vickie J. Greer, Trustee



  
 Signature Page
to First Amendment to Golden Lane Participation Agreement 









 EXHIBIT “A” to First Amendment to Golden Lane Participation Agreement

  

			
	EXHIBIT “A”
	TO THE GOLDEN LANE PARTICIPATION AGREEMENT DATED 1/10/2007
		
	North Paradigm Area	  	T11N-R6E
		  	Pottawatomie and Seminole counties
		  	Oklahoma
		
	CEU	  	36.0000%
	Scintilla	  	39.0000%
	NPP Group	  	25.0000%
		
	Boomtown Area	  	T10 and 11N-R5E
		  	Pottawatomie and Seminole counties
		  	Oklahoma
		
	CEU	  	39.0625%
	Scintilla	  	60.9375%
		
	South Paradigm	  	T10N-R6E
		  	Pottawatomie and Seminole counties
		  	Oklahoma
		
	CEU	  	47.6875%
	Scintilla	  	52.3215%
	
	Wells with outside prior participation agreements in South Paradigm:
		
	Votaw #1-18H	  	W/2 Sec. 18, T10N, R6E
	Scintilla	  	52.3125%
	CEU	  	47.6875%
		
	Angus #1H	  	W/2 NE/4 Sec. 11, T10N, R6E
	Scintilla	  	74.4625%
	CEU	  	25.5375%
		
	Stitt #2H	  	SW/4 Sec. 17, T10N, R6E
	Scintilla	  	43.0750%
	CEU	  	56.9250%
		
	Sims #1H	  	NW/4 Sec. 11, T10N, R6E
	Scintilla	  	98.7500%
	CEU	  	1.2500%
		
	Black Tiger #1-23H	  	SE/4 Sec. 22 and SW/4 Sec. 23, T10N, R6E
	Scintilla	  	46.5625%
	CEU	  	53.4375%


  
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	Koron #1-18H	  	E/2 Sec. 18, T10N, R6E
	Scintilla	  	52.3125%
	CEU	  	47.6875%
		
	Speer #1-20H	  	W/2 Sec. 20, T10N, R6E
	Scintilla	  	52.3125%
	CEU	  	47.6875%
		
	Mona #2H	  	N/2 Sec. 19, T10N, R6E
	Scintilla	  	61.8196%
	CEU	  	38.1804%
		
	Robyn #3H	  	SW/4 Sec. 11, T10N, R6E
	Scintilla	  	55.2125%
	CEU	  	44.7875%
		
	Gleichman #1H	  	S/2 Sec. 4, T10N, R6E
	Scintilla	  	52.3125%
	CEU	  	47.6875%
		
	Tull #1-4H	  	N/2 Sec. 4, T10N, R6E
	Scintilla	  	52.3125%
	CEU	  	47.6875%
		
	Paradox	  	T10 and 11N, R7E
		  	Seminole and Okfuskee counties
		  	Oklahoma
		
	CEU	  	37.5000%
	Scintilla	  	37.5000%
	NPP Group	  	25.0000%


  
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