CONSIDERATION OF THIS AGREEMENT AND, SUBJECT TO THE CONDITIONS
STATED HEREIN, THE BORROWER AND THE GUARANTORS HEREBY RELEASE, ACQUIT, FOREVER
DISCHARGE, AND COVENANT NOT TO SUE, THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS, ALONG WITH ALL OF THEIR BENEFICIARIES, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SERVANTS, ATTORNEYS AND REPRESENTATIVES, AS WELL AS THEIR RESPECTIVE
HEIRS, EXECUTORS, LEGAL REPRESENTATIVES, ADMINISTRATORS, PREDECESSORS IN
INTEREST, SUCCESSORS AND ASSIGNS (EACH INDIVIDUALLY, A "RELEASED PARTY" AND
COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
LIABILITIES, SUITS, OFFSETS AGAINST THE INDEBTEDNESS EVIDENCED BY THE LOAN
DOCUMENTS AND THE SECURED SWAP AGREEMENTS AND ACTIONS, CAUSES OF ACTION OR
CLAIMS FOR RELIEF OF WHATEVER KIND OR NATURE, WHETHER KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED BY BORROWER OR THE GUARANTORS, WHICH BORROWER, THE
GUARANTORS OR ANY OF THEIR SUBSIDIARIES MAY HAVE OR WHICH MAY HEREAFTER ACCRUE
RELATED TO ANY ACTIONS OR FACTS OCCURRING PRIOR TO THE DATE OF THIS AGREEMENT
AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING
WHATSOEVER OCCURRING ON OR PRIOR TO THE DATE OF THIS AGREEMENT, WHICH RELATE TO,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO THE CREDIT AGREEMENT, ANY NOTE,
ANY SECURITY INSTRUMENT, ANY OTHER LOAN DOCUMENT, THE SECURED SWAP AGREEMENTS OR
THE TRANSACTIONS EVIDENCED THEREBY, AND THE MERGER TRANSACTION, INCLUDING,
WITHOUT LIMITATION, ANY DISBURSEMENTS UNDER THE CREDIT AGREEMENT, ANY NOTES, THE
NEGOTIATION OF ANY OF THE CREDIT AGREEMENT, THE MORTGAGES OR THE OTHER LOAN
DOCUMENTS, THE TERMS THEREOF, OR THE APPROVAL, ADMINISTRATION, ENFORCEMENT OR
SERVICING THEREOF.
6.10 Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
6.11 Loan Document. This Agreement is a Loan Document.
[SIGNATURES BEGIN NEXT PAGE]
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and shall be effective as of the date first written above.
BORROWER:
DUNE ENERGY, INC.
By:
/s/ James A. Watt
Name:
James A. Watt
Title:
President & Chief Executive Officer
GUARANTORS:
DUNE OPERATING COMPANY
By:
/s/ James A. Watt
Name:
James A. Watt
Title:
President
DUNE PROPERTIES, INC.
By:
/s/ James A. Watt
Name:
James A. Watt
Title:
President
[Signature Page Dune - Second Amended and Restated Forbearance Agreement.]
BANK OF MONTREAL, as Administrative Agent and a Lender By:
/s/ Stephanie Slavkin
Name:
Stephanie Slavkin
Title:
Managing Director
[Signature Page Dune - Second Amended and Restated Forbearance Agreement.]
CIT BANK, as a Lender By:
/s/ John Feeley
Name:
John Feeley
Title:
Director
[Signature Page Dune - Second Amended and Restated Forbearance Agreement.]