contained in
this Agreement shall for any reason be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement.
(d) Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES THEREOF.
THIS AGREEMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AGREEMENT, THE NOTES,
THE ISDA AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
COMPANY
TEKOIL AND GAS GULF COAST, LLC
By: Tekoil & Gas
Corporation, its Managing Member
By: /s/ Mark Western
Mark Western
CEO and Chairman of the Board of Directors
GUARANTOR
TEKOIL & GAS CORPORATION
By: /s/ Mark Western
Mark Western
CEO and Chairman of the Board of Directors
Signature Page to Amendment No. 4 and Waiver
J. ARON & COMPANY,
as Lead Arranger, Syndication Agent,
Administrative Agent, Lender Counterparty and a Lender
By: Donna Mansfield
Authorized Signatory
Signature Page to Amendment No. 4 and Waiver