call.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    17
September 2009

    


    Attn:
JEFF BAILEY Energy Settlements

    


    TENGASCO,
INC.

    10215
TECHNOLOGY DRIVE, SUITE 301 KNOXVILLE TN 37932

    USA

    


    Facsimile
Number: 001118656751621

    


    Enemy
Option Transaction Confirmation - AMENDMENT Deal Ref. No: HH_3320173,1

    


    The
purpose of this letter is to confirm the terms and conditions of the Transaction
entered into between TENGASCO, INC. ("TENGASCOMM") and Macquarie Bank Limited
("MBL") on the Trade Date specified below (the "Transaction"). This letter
constitutes a "Confirmation" as referred to in the ISDA Master Agreement
specified below.

    


    The
definitions and provisions contained in the 2005 ISDA Commodity Definitions (the
"Commodity Definitions") (as published by the International Swaps and
Derivatives Association, Inc.) are incorporated into this Confirmation. In the
event of any inconsistency between those definitions and this Confirmation, this
Confirmation will govern.

    


    This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of 28 Jul 2009 as amended and supplemented from time to time
(the "Agreement")
between you and us. All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.

    


    The terms
of the particular Transaction to which this Confirmation relates are as follows:
General
Terms:

    Deal
Reference
No:                                            HE
3320173,1

     

    Trade
Date:                                            28
July 2009 (Time of execution will be provided on request)

    


    Option
Style:                                            Asian

    Option
Type:                                            Call

    Buyer:                                            MBL
(Acting as Principal)

    Seller:                                            TENGASCOMM

     

    Commodity
Reference

    Price(s):                                            OIL-VTI-NYMEX

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Specified
      Price:

            	 
      	
              The
      settlement price

            
	
              Delivery
      Date

            	 
      	
              First
      Nearby Month

            
	
              Strike
      Price per unit

            	 
      	
              USD
      81.50 per BBL

            
	
              Notional
      Quantity per

              Calculation
      period

            	 
      	
              For
      a particular Calculation period, the Notional Quantity specified in the
      Calculation Period Table below for such Calculation
  Period.

            
	 
      	 
      	 
      
	
              Unit(s):

            	 
      	
              US
      Barrels (“BBL”)

            
	 
      	 
      	 
      
	
              Calculation
      Period (s):

            	 
      	
              As
      specified in the Calculation Period Table below, each period from, and
      including, one period start date to, and including , the next following
      Period End Date.

            
	 
      	 
      	 
      
	
              Procedure
      for Exercise:

            	 
      	 
      
	
              Expiration
      Date:

            	 
      	
               For
      a particular Calculation Period, the Period End Date for such Calculation
      Period.

            
	 
      	 
      	 
      
	
              Cash
      Settlement Terms:

            	 
      	 
      
	 
      	 
      	 
      
	
              Cash
      Settlement

            	 
      	
              Applicable

            
	
              Settlement
      Date(s):

            	 
      	
              For
      a particular Calculation Period, Twenty-Five (25) Calendar Day(s)
      following the end of such Calculation Period.

            
	 
      	 
      	
              For
      information purposes only, each date currently expected to be a Settlement
      Date (each an “Expected Settlement Date”) is specified in the Calculation
      Period Table below.  In the event of any inconsistency between a
      Settlement Date and an Expected Settlement Date, the Settlement Date will
      prevail.

            
	
              Other
      terms

            	 
      	 
      
	
              Total
      Premium

            	 
      	
              In
      consideration of the above transaction, no payment is
  due

            
	 
      	 
      	 
      
	
              Account
      Details

            	 
      	
              TENGASCO,
      INC. instructions: please advise

            
	
              Business
      Day Convention:

            	 
      	
              If
      a Settlement Date or Premium payment date is not a Business Day, such
      Settlement Date or Premium Payment Date is subject to adjustment in
      accordance with the Modified Following Business Day
      Convention.

            
	
              Business
      Day

            	 
      	
              New
      York

            
	
              Rounding

            	 
      	
              The
      Floating Price will be rounded to 3 decimal
  places

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    




    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               

            


    

     

    Calculation
Period Table;

     

    
      	
              Period
      Start Date

            	
              Period
      End Date

            	
              Notional
      Quantity in

              BBL
      ("US Barrels")

            	
              Expected

              Settlement
      Date

            
	
              01-Aug-2009

            	
              31-Aug-2009

            	
              9,500

            	
              25-Sep-2009

            
	
              O1-Sep-2009

            	
              30-Sep-2009

            	
              9,500

            	
              26-Oct-2009

            
	
              O1-Oct-2449

            	
              31-Oct-2009

            	
              9,500

            	
              25-Nov-2009

            
	
              O1-Nov-2009

            	
              30-Nov-2009

            	
              9,500

            	
              28-Dee-2009

            
	
              01-Dec-2009

            	
              31-Dec-2009

            	
              9,500

            	
              25-Jan-2010

            
	
              O1-Jan-2010

            	
              3I-Jan-2010

            	
              9,500

            	
              25-Feb-2010

            
	
              01-Feb-2014

            	
              28-Feb-2010

            	
              9,500

            	
              25-Mar-2010

            
	
              01-Mar-2010

            	
              31-Mar-2010

            	
              9,500

            	
              26-Apr-2010

            
	
              O1-Apr-2010

            	
              30-Apr-2010

            	
              9,500

            	
              25-May-2010

            
	
              01-May-2010

            	
              31-May-2010

            	
              9,500

            	
              25-Jun-2010

            
	
              01-Jun-2010

            	
              30-Jun-2010

            	
              9,500

            	
              26-Jul-2010

              *

            
	
              01-Jul-2010

            	
              31-Jul-2010

            	
              9,500

            	
              25-Aug-2010

            
	
              01-Aug-2010

            	
              ~31-Aug-2010

            	
              9,500

            	
              27-Sep-2010

            
	
              01-Sep-2010

            	
              30-Sep-2010

            	
              9,500

            	
              25-Oct-2010

            
	
              01-Oct-2010

            	
              31-Oct-2010

            	
              9,500

            	
              26-Nov-2010

            
	
              41-Nov-2410

            	
              30-Nov-2010

            	
              9,500

            	
              27-Dec-2410

            
	
              01-Dec-2010

            	
              31-Dec-2010

            	
              9,500

            	
              25-Jan-2011

            
	
              01-Jan-2011

            	
              31-Jan-2011

            	
              7,375

            	
              25-Feb-2011

            
	
              01-Feb-2011

            	
              28-Feb-2011

            	
              7,375

            	
              25-Mar-2011

            
	
              01-Mar-2011

            	
              31-Mar-2011

            	
              7,375

            	
              25-Apr-201I

            
	
              01-Apr-2011

            	
              30-Apr-2011

            	
              7,375

            	
              25-May-2011

            
	
              01-May-201
      1

            	
              31-May-2011

            	
              7,375

            	
              27-Jun-2011

            
	
              01-Jun-2011

            	
              30-Jun-2011

            	
              7,375

            	
              25-Jul-2.011

            
	
              01-Jul-2011

            	
              31-Jul-2011

            	
              Y
      7,375

            	
              25-Aug-2011

            


    

    
      	
               
      

            	
              Early
      Termination Provision - Right
      to break (a)In the event
      that:

            


    

    


    Party B
does not deliver to Party A the duly executed amendment to the Credit Agreement
(in
a form and substance satisfactory to Party A) on or before the date which
is 15 days after the date of this Transaction;

    


    Party 13
does not deliver to Party A the duly executed Credit Support Documents (in a
form and substance satisfactory to Party A) pursuant to the Agreement on or
before the date which is 15 days after the date of this
Transaction;

    


    any of
the collateral pursuant to the Credit Support Documents is not first ranking;
or

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              (IV)
      on or before 1 September 2010, any Credit Support Document with a
      "termination date" or other similar end date, is not extended to 31
      October 2011 to the satisfaction of Party
A,

            


    

     

    on the
date of the occurrence
of any of the above, (the "Break Date"), Party A may terminate this Transaction
before its stated maturity by providing a notice to Party B in accordance with
section 12 of the Agreement. Such notice must specify:

    (i) the
Transaction to be terminated;

    (ii) the Break
Date; and

     

    
      	
              (iii)  

            	
              the
      date on which the Early Termination Amount is payable by Party B to Party
      A ("Break Payment Date").

            


    

    (b)            If
a notice is given under paragraph (a):

     

    
      	
              (i)  

            	
              the
      Break Date specified in the notice will be deemed to be the Early
      Termination Date of the
Transaction;

            


    

     

    
      	
              (ii)  

            	
              the
      obligations of the parties to make any further payments under Section
      2(a)(i) on or alter the Break Date in respect of the relevant Transaction
      will terminate and the Transaction will be deemed to be a Terminated
      Transaction; and

            


    

    (iii) Party A
will determine the Early Termination Amount.

     

    
      	
               
      

            	
              (e)
      The amount payable under Section 6(e) in respect of the Terminated
      Transaction is to be determined on the basis that there is one Affected
      Party with Party B as the Affected
Party.

            


    

     

    
      	
              (d)  

            	
              Despite
      Section S(d)(ii), payment under Section 6(e) must be made on the Break
      Payment Date specified in the
notice.

            


    

    (e) In
determining the Close-out Amount, Party A will:

     

    
      	
              (i)  

            	
              obtain
      quotes on the assumption that both parties are of the highest credit
      status (whether or not they have such status);
  and

            


    

    (ii) specify
the rate or rates on which the Close-out Amount is based.

     

    Please
confirm that the foregoing correctly sets forth the terms of our agreement with
respect to this Transaction (Deal Reference: HH 3324173,1) by signing this
Confirmation in the space provided below and immediately returning a copy of the
executed confirmation via facsimile to Macquarie Bank Limited to the attention
of: Treasury and Commodity Settlements - Energy, fax no. (61 2) 8232
8354.

     

    


     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Name: s/Amanda
Wood                                                             s/ Jeffrey R.
Bailey

     

     Name:
Amanda
Wood                                                                 Name:
Jeffrey R. Bailey CEO

    Manager
(352)

    


     

    Authorized
Signatory                                                                          Authorized
Signatory

    For and
on behalf of Macquarie
Bank   Limited                              For
and on behalf of TENGASCO, INC.