Seventh Amendment to Credit Agreement


 EXHIBIT 10.21 
  

  
 SEVENTH AMENDMENT TO CREDIT AGREEMENT 
  
 BETWEEN 
  
 CONTANGO OIL AND GAS COMPANY

  
 AND 
  
 GUARANTY BANK, FSB 
 AS LENDER 
  
 Effective as of December 31, 2003 
  

  
 REDUCING REVOLVING LINE OF CREDIT OF UP TO $50,000,000 
 REDUCING REVOLVING TERM LOAN OF $2,500,000 
  

  







 TABLE OF CONTENTS 
  


					
	 	  	 	  	PAGE


	 ARTICLE I
	  	 DEFINITIONS
	  	1
	 1.01
	  	 Terms Defined Above
	  	1
	 1.02
	  	 Terms Defined in Agreement
	  	1
	 1.03
	  	 References
	  	1
	 1.04
	  	 Articles and Sections
	  	1
	 1.05
	  	 Number and Gender
	  	2
	 ARTICLE II
	  	 AMENDMENTS
	  	2
	 2.01
	  	 Amendment of Section 6.8
	  	2
	 ARTICLE III
	  	 CONDITIONS
	  	2
	 3.01
	  	 Receipt of Documents
	  	2
	 3.02
	  	 Accuracy of Representations and Warranties
	  	2
	 3.03
	  	 Matters Satisfactory to Lender
	  	2
	 ARTICLE IV
	  	 REPRESENTATIONS AND WARRANTIES
	  	3
	 ARTICLE V
	  	 RATIFICATION
	  	3
	 ARTICLE VI
	  	 MISCELLANEOUS
	  	3
	 6.01
	  	 Scope of Amendment
	  	3
	 6.02
	  	 Agreement as Amended
	  	3
	 6.03
	  	 Parties in Interest
	  	3
	 6.04
	  	 Rights of Third Parties
	  	3
	 6.05
	  	 ENTIRE AGREEMENT
	  	3
	 6.06
	  	 GOVERNING LAW
	  	4
	 6.07
	  	 JURISDICTION AND VENUE
	  	4

  








 SEVENTH AMENDMENT TO CREDIT AGREEMENT 
  
 This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh
Amendment”) is made and entered into effective as of December 31, 2003, between CONTANGO OIL AND GAS COMPANY, a Delaware corporation, (the “Borrower”), and GUARANTY BANK, FSB, a federal savings bank (the
“Lender”). 
  
 W I T N
E S S E T H 
  
 WHEREAS,
the above named parties did execute and exchange counterparts of that certain Credit Agreement dated June 29, 2001, as amended by First Amendment to Credit Agreement dated January 8, 2002, Second Amendment to Credit Agreement dated February 13,
2002, Third Amendment to Credit Agreement dated April 26, 2002, Fourth Amendment to Credit Agreement dated September 9, 2002, Letter Amendment to Credit Agreement dated January 7, 2003, Fifth Amendment to Credit Agreement dated June 1, 2003 and
Sixth Amendment to Credit Agreement dated September 1, 2003 (the “Agreement”), to which reference is here made for all purposes; 
  
 WHEREAS, the parties subject to and bound by the Agreement are desirous of amending the Agreement in the particulars hereinafter set forth; 
  
 NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties to the Agreement, as set forth therein, and the mutual covenants and agreements of the parties hereto, as set forth in this Seventh Amendment, the parties hereto agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 1.01 Terms Defined Above. As used herein, each of the terms “Agreement,” “Borrower,” “Lender” and “Seventh Amendment” shall have the meaning
assigned to such term hereinabove. 
  
 1.02 Terms Defined in
Agreement. As used herein, each term defined in the Agreement shall have the meaning assigned thereto in the Agreement, unless expressly provided herein to the contrary. 
  
 1.03 References. References in this Seventh Amendment to Article or Section numbers shall be to Articles and Sections
of this Seventh Amendment, unless expressly stated herein to the contrary. References in this Seventh Amendment to “hereby,” “herein,” hereinafter,” hereinabove,” “hereinbelow,” “hereof,” and
“hereunder” shall be to this Seventh Amendment in its entirety and not only to the particular Article or Section in which such reference appears. 
  
 1.04 Articles and Sections. This Seventh Amendment, for convenience only, has been divided into Articles and Sections and it is understood that the
rights, powers, privileges, duties, and other legal relations of the parties hereto shall be determined from this Seventh Amendment as an entirety and without regard to such division into Articles and Sections and without regard to headings prefixed
to such Articles and Sections. 
  

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 1.05 Number and Gender. Whenever the context requires, reference herein made to the single number
shall be understood to include the plural and likewise the plural shall be understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine, and neuter, when such construction is appropriate, and specific
enumeration shall not exclude the general, but shall be construed as cumulative. Definitions of terms defined in the singular and plural shall be equally applicable to the plural or singular, as the case may be. 
  
 ARTICLE II 
 AMENDMENTS 
  
 The Borrower and the Lender hereby amend the Agreement in the following particulars: 
  
 2.01 Amendment of Section 6.8. Section 6.8 of the Agreement is hereby amended as follows: 
  
 “6.8 Dividends and Distributions. Declare, pay, or make, whether
in cash or Property of the Borrower, any dividend or distribution on, or purchase, redeem, or otherwise acquire for value, any share of any class of its capital stock; provided, however, the foregoing restriction shall not apply to dividends paid in
capital stock of the Borrower and cash dividends paid on its preferred stock in an amount not to exceed $1,080,000 per annum, plus any additional cash dividends that may be declared and payable on preferred stock issued as payment-in-kind.”

  
 ARTICLE III 
 CONDITIONS 
  
 The obligation of the Lender to amend the Agreement as provided herein is subject to the fulfillment of the following conditions precedent: 
  
 3.01 Receipt of Documents. The Lender shall have received, reviewed,
and approved the following documents and other items, appropriately executed when necessary and in form and substance satisfactory to the Lender: 
  

	 	(a)	multiple counterparts of this Seventh Amendment as requested by the Lender; and 

  

	 	(b)	such other agreements, documents, items, instruments, opinions, certificates, waivers, consents, and evidence as the Lender may reasonably request. 

  
 3.02 Accuracy of Representations and Warranties. The representations
and warranties contained in Article IV of the Agreement and this Seventh Amendment shall be true and correct. 
  
 3.03 Matters Satisfactory to Lender. All matters incident to the consummation of the transactions contemplated hereby shall be satisfactory to the
Lender. 
  

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 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES 
  
 The Borrower hereby expressly re-makes, in favor of the Lender, all of the representations and warranties set forth in Article IV of the Agreement, and represents and warrants that all such representations and
warranties remain true and unbreached. 
  
 ARTICLE V

 RATIFICATION 
  
 Each of the parties hereto does hereby adopt, ratify, and confirm the Agreement and the other Loan Documents, in all things in accordance with the terms
and provisions thereof, as amended by this Seventh Amendment. 
  
 ARTICLE VI 
 MISCELLANEOUS 
  
 6.01 Scope of Amendment. The scope of this Seventh Amendment is expressly limited to the matters addressed herein and
this Seventh Amendment shall not operate as a waiver of any past, present, or future breach, Default, or Event of Default under the Agreement. except to the extent, if any, that any such breach, Default, or Event of Default is remedied by the effect
of this Seventh Amendment. 
  
 6.02 Agreement as Amended.
All references to the Agreement in any document heretofore or hereafter executed in connection with the transactions contemplated in the Agreement shall be deemed to refer to the Agreement as amended by this Seventh Amendment. 
  
 6.03 Parties in Interest. All provisions of this Seventh Amendment
shall be binding upon and shall inure to the benefit of the Borrower, the Lender and their respective successors and assigns. 
  
 6.04 Rights of Third Parties. All provisions herein are imposed solely and exclusively for the benefit of the Lender and the Borrower, and no other
Person shall have standing to require satisfaction of such provisions in accordance with their terms and any or all of such provisions may be freely waived in whole or in part by the Lender at any time if in its sole discretion it deems it advisable
to do so. 
  
 6.05 ENTIRE AGREEMENT. THIS SEVENTH
AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS
SEVENTH AMENDMENT, THE AGREEMENT, THE NOTES, THE SECURITY INSTRUMENTS, AND THE OTHER WRITTEN DOCUMENTS REFERRED TO IN THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR AS SECURITY FOR THE NOTES REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE
PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 
  

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 6.06 GOVERNING LAW. THIS SEVENTH AMENDMENT, THE AGREEMENT AND THE NOTES SHALL BE DEEMED
TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND THE NOTES AND THE TRANSACTIONS CONTEMPLATED HEREBY BEAR A NORMAL,
REASONABLE, AND SUBSTANTIAL RELATIONSHIP TO THE STATE OF TEXAS. 
  
 6.07 JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS SEVENTH AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
LITIGATED IN COURTS HAVING SITUS IN HARRIS COUNTY, TEXAS. EACH OF THE BORROWER AND THE LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO
TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE BORROWER OR THE LENDER IN ACCORDANCE WITH THIS SECTION. 
  
 (Remainder of Page Intentionally Left Blank) 
  

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 IN WITNESS WHEREOF, this Seventh Amendment to Credit Agreement is executed effective the date first
hereinabove written. 
  

			
	BORROWER
	
	CONTANGO OIL AND GAS COMPANY
		
	By:	 	 /s/ WILLIAM H. GIBBONS

	 	 	

	 	 	       William H. Gibbons
       Vice President and Treasurer



  

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	LENDER
	
	GUARANTY BANK, FSB
		
	By:	 	 /s/ RICHARD E. MENCHACA

	 	 	

	 	 	       Richard E. Menchaca
       Senior Vice President



  

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