THAT IT HAS A DUTY TO READ
THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS
CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND EACH OF THE OTHER
LOAN DOCUMENTS AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE
TERMS AND CONDITIONS CONTAINED IN THEM; THAT IT HAS BEEN REPRESENTED BY
INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATION OF EACH OF
THE LOAN DOCUMENTS AND HAS RECEIVED THE ADVICE OF ITS LEGAL COUNSEL IN ENTERING
INTO THE LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN TERMS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE
LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER
PARTY OF ITS RESPONSIBILITY FOR THAT LIABILITY. EACH PARTY AGREES AND COVENANTS
THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY
PROVISION OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS ON THE BASIS THAT
THE PARTY HAD NO NOTICE OR KNOWLEDGE OF THE PROVISION OR THAT THE PROVISION IS
NOT "CONSPICUOUS."
Section 12.19.
No Other Agreements; No Parol Evidence. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
MATTERS ADDRESSED IN THEM AND CANNOT AND WILL NOT BE CONTRADICTED BY EVIDENCE OF
ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
53
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the 14th day of September, 2006.
Borrower:
Rampant Lion Energy, LLC,
a Louisiana limited liability company
By: Jurasin Oil & Gas, Inc.,
a Louisiana corporation, its Managing Member
By: /s/ John M. Jurasin
John M. Jurasin, President
THIS IS AN ACKNOWLEDGMENT PAGE TO THE NET PROFITS
OVERRIDING ROYALTY INTEREST CONVEYANCE
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the14th day of September, 2006.
Lender:
Macquarie Bank Limited,
a bank incorporated under the laws of Australia
SIGNATURE PAGE TO THE CREDIT AGREEMENT