THIS AMENDMENT. EACH OF THE BORROWERS (FOR THEMSELVES
AND THEIR RESPECTIVE SUBSIDIARIES) HEREBY ACKNOWLEDGES THAT IT HAS READ THIS
AMENDMENT AND HAS CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT,
INCLUDING THIS SECTION 11, AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS
AMENDMENT, AND HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS OF THIS AMENDMENT
(INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN) ARE INVALID OR
OTHERWISE UNENFORCEABLE.
Section 12. Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT, THE NOTES, AND THE OTHER LOAN 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.
6
EXECUTED effective as of the date first above written.
BORROWERS: CONTANGO OIL & GAS COMPANY
By:
/s/ Kenneth R. Peak
Name:
Kenneth R. Peak
Title:
Chairman and Chief Executive Officer
CONTANGO ENERGY COMPANY
By:
/s/ Kenneth R. Peak
Name:
Kenneth R. Peak
Title:
Chairman and Chief Executive Officer
CONTANGO OPERATORS, INC.
By:
/s/ Kenneth R. Peak
Name:
Kenneth R. Peak
Title:
Chairman and Chief Executive Officer
Signature Page to Amendment No. 1
ADMINISTRATIVE AGENT/
ISSUING LENDER/SOLE LENDER:
GUARANTY BANK,
as Administrative Agent, Issuing Lender and sole Lender
By:
/s/ John A. Clark
Name:
John A. Clark
Title:
Managing Director
Signature Page to Amendment No. 1