EXHIBIT 10.4
First Amendment to Limited Liability Agreement
of
Contango Offshore Exploration LLC
and
Additional Agreements
This First Amendment to Limited Liability Company Agreement (this "Amendment")
of Contango Offshore Exploration LLC, a Delaware limited liability company (the
"Company"), is entered into as of September 1, 2005, by and among COE Offshore,
LLC, a Delaware limited liability company ("COE O/S"), Centaurus Oil and Gas,
LP, a Texas limited partnership ("Centaurus"), and Juneau Exploration, L.P., a
Texas limited partnership ("JEX").
1. JEX has transferred portions of its interests in the Company to COE O/S and
Centaurus. COE O/S consents to those transfers on the terms hereinafter set
forth.
2. By signing this Amendment, Centaurus executes the Agreement, hereby
acknowledging acceptance by Centaurus of all of the terms and provisions of the
Agreement.
3. Section 5.A of the limited liability agreement of the Company dated November
1, 2002, as said agreement may have been amended (the "Agreement"), is hereby
amended effective as of the date hereof by adding the following after the last
sentence thereof:
"Notwithstanding the foregoing, Centaurus Oil and Gas, LP ("CENTAURUS") shall
have no obligation to contribute any amounts to the Company for working capital,
and JEX shall have no right to demand any contribution from CENTAURUS."
4. Section 5.B of the Agreement is hereby amended effective as of the date
hereof by adding the following after the last sentence thereof:
"Notwithstanding the foregoing, CENTAURUS shall have no obligation to pay any
amounts due under or in connection with the DATA or LICENSES."
5. Section 8.A of the Agreement is hereby amended effective as of the date
hereof in its entirety to read as follows:
"A. The Members will have the following interests in the profits and losses of
the Company.
Name
Interest
COE Offshore, LLC
76.03380
Centaurus Oil and Gas, LP
9.36712 %
Juneau Exploration, L.P.
14.59908 %"
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6. Section 12.B of the Agreement is hereby amended effective as of the date
hereof in its entirety to read as follows:
"B. While the COMPANY is in existence and for a period of one (1) year
thereafter, COE O/S, Contango Oil & Gas Company, a Delaware corporation
("CONTANGO"), and CENTAURUS will not - and each of CONTANGO and CENTAURUS will
cause any of its affiliates not to - without the approval of the other Members,
(i) acquire any interest in any area covered by any seismic data utilized
hereunder, or (ii) exploit, participate in the recovery or exploitation of,
derive any benefit from, or assist anyone else to recover or exploit or derive
any benefit from any area covered by any DATA utilized hereunder; provided,
however, that CENTAURUS and its affiliates shall only be subject to this Section
12.B with respect to any DATA which CENTAURUS or any of its affiliates gain
knowledge as a result of CENTAURUS' membership in the COMPANY."
7. In accordance with Section 8.D of the Agreement, it is hereby agreed that the
Company will file an election under Section 754 of