EXHIBIT 10.21
SEVENTH AMENDMENT TO CREDIT AGREEMENT
BETWEEN
CONTANGO OIL AND GAS COMPANY
AND
GUARANTY BANK, FSB
AS LENDER
Effective as of December 31, 2003
REDUCING REVOLVING LINE OF CREDIT OF UP TO $50,000,000
REDUCING REVOLVING TERM LOAN OF $2,500,000
TABLE OF CONTENTS
| PAGE | ||||
ARTICLE I | DEFINITIONS | 1 | ||
1.01 | Terms Defined Above | 1 | ||
1.02 | Terms Defined in Agreement | 1 | ||
1.03 | References | 1 | ||
1.04 | Articles and Sections | 1 | ||
1.05 | Number and Gender | 2 | ||
ARTICLE II | AMENDMENTS | 2 | ||
2.01 | Amendment of Section 6.8 | 2 | ||
ARTICLE III | CONDITIONS | 2 | ||
3.01 | Receipt of Documents | 2 | ||
3.02 | Accuracy of Representations and Warranties | 2 | ||
3.03 | Matters Satisfactory to Lender | 2 | ||
ARTICLE IV | REPRESENTATIONS AND WARRANTIES | 3 | ||
ARTICLE V | RATIFICATION | 3 | ||
ARTICLE VI | MISCELLANEOUS | 3 | ||
6.01 | Scope of Amendment | 3 | ||
6.02 | Agreement as Amended | 3 | ||
6.03 | Parties in Interest | 3 | ||
6.04 | Rights of Third Parties | 3 | ||
6.05 | ENTIRE AGREEMENT | 3 | ||
6.06 | GOVERNING LAW | 4 | ||
6.07 | JURISDICTION AND VENUE | 4 |
SEVENTH AMENDMENT TO CREDIT AGREEMENT
ThisSEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”) is made and entered into effective as of December 31, 2003, betweenCONTANGO OIL AND GAS COMPANY, a Delaware corporation, (the “Borrower”), andGUARANTY BANK, FSB, a federal savings bank (the “Lender”).
WITNESSETH
WHEREAS, the above named parties did execute and exchange counterparts of that certain Credit Agreement dated June 29, 2001, as amended by First Amendment to Credit Agreement dated January 8, 2002, Second Amendment to Credit Agreement dated February 13, 2002, Third Amendment to Credit Agreement dated April 26, 2002, Fourth Amendment to Credit Agreement dated September 9, 2002, Letter Amendment to Credit Agreement dated January 7, 2003, Fifth Amendment to Credit Agreement dated June 1, 2003 and Sixth Amendment to Credit Agreement dated September 1, 2003 (the “Agreement”), to which reference is here made for all purposes;
WHEREAS, the parties subject to and bound by the Agreement are desirous of amending the Agreement in the particulars hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties to the Agreement, as set forth therein, and the mutual covenants and agreements of the parties hereto, as set forth in this Seventh Amendment, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.01Terms Defined Above. As used herein, each of the terms “Agreement,” “Borrower,” “Lender” and “Seventh Amendment” shall have the meaning assigned to such term hereinabove.
1.02Terms Defined in Agreement. As used herein, each term defined in the Agreement shall have the meaning assigned thereto in the Agreement, unless expressly provided herein to the contrary.
1.03References. References in this Seventh Amendment to Article or Section numbers shall be to Articles and Sections of this Seventh Amendment, unless expressly stated herein to the contrary. References in this Seventh Amendment to “hereby,” “herein,” hereinafter,” hereinabove,” “hereinbelow,” “hereof,” and “hereunder” shall be to this Seventh Amendment in its entirety and not only to the particular Article or Section in which such reference appears.
1.04Articles and Sections. This Seventh Amendment, for convenience only, has been divided into Articles and Sections and it is understood that the rights, powers, privileges, duties, and other legal relations of the parties hereto shall be determined from this Seventh Amendment as an entirety and without regard to such division into Articles and Sections and without regard to headings prefixed to such Articles and Sections.
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1.05Number and Gender. Whenever the context requires, reference herein made to the single number shall be understood to include the plural and likewise the plural shall be understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine, and neuter, when such construction is appropriate, and specific enumeration shall not exclude the general, but shall be construed as cumulative. Definitions of terms defined in the singular and plural shall be equally applicable to the plural or singular, as the case may be.
ARTICLE II
AMENDMENTS
The Borrower and the Lender hereby amend the Agreement in the following particulars:
2.01Amendment of Section 6.8. Section 6.8 of the Agreement is hereby amended as follows:
“6.8Dividends and Distributions. Declare, pay, or make, whether in cash or Property of the Borrower, any dividend or distribution on, or purchase, redeem, or otherwise acquire for value, any share of any class of its capital stock; provided, however, the foregoing restriction shall not apply to dividends paid in capital stock of the Borrower and cash dividends paid on its preferred stock in an amount not to exceed $1,080,000 per annum, plus any additional cash dividends that may be declared and payable on preferred stock issued as payment-in-kind.”
ARTICLE III
CONDITIONS
The obligation of the Lender to amend the Agreement as provided herein is subject to the fulfillment of the following conditions precedent:
3.01Receipt of Documents. The Lender shall have received, reviewed, and approved the following documents and other items, appropriately executed when necessary and in form and substance satisfactory to the Lender:
| (a) | multiple counterparts of this Seventh Amendment as requested by the Lender; and |
| (b) | such other agreements, documents, items, instruments, opinions, certificates, waivers, consents, and evidence as the Lender may reasonably request. |
3.02Accuracy of Representations and Warranties. The representations and warranties contained in Article IV of the Agreement and this Seventh Amendment shall be true and correct.
3.03Matters Satisfactory to Lender. All matters incident to the consummation of the transactions contemplated hereby shall be satisfactory to the Lender.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower hereby expressly re-makes, in favor of the Lender, all of the representations and warranties set forth in Article IV of the Agreement, and represents and warrants that all such representations and warranties remain true and unbreached.
ARTICLE V
RATIFICATION
Each of the parties hereto does hereby adopt, ratify, and confirm the Agreement and the other Loan Documents, in all things in accordance with the terms and provisions thereof, as amended by this Seventh Amendment.
ARTICLE VI
MISCELLANEOUS
6.01Scope of Amendment. The scope of this Seventh Amendment is expressly limited to the matters addressed herein and this Seventh Amendment shall not operate as a waiver of any past, present, or future breach, Default, or Event of Default under the Agreement. except to the extent, if any, that any such breach, Default, or Event of Default is remedied by the effect of this Seventh Amendment.
6.02Agreement as Amended. All references to the Agreement in any document heretofore or hereafter executed in connection with the transactions contemplated in the Agreement shall be deemed to refer to the Agreement as amended by this Seventh Amendment.
6.03Parties in Interest. All provisions of this Seventh Amendment shall be binding upon and shall inure to the benefit of the Borrower, the Lender and their respective successors and assigns.
6.04Rights of Third Parties. All provisions herein are imposed solely and exclusively for the benefit of the Lender and the Borrower, and no other Person shall have standing to require satisfaction of such provisions in accordance with their terms and any or all of such provisions may be freely waived in whole or in part by the Lender at any time if in its sole discretion it deems it advisable to do so.
6.05ENTIRE AGREEMENT. THIS SEVENTH AMENDMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF AND SUPERSEDES ANY PRIOR AGREEMENT, WHETHER WRITTEN OR ORAL, BETWEEN SUCH PARTIES REGARDING THE SUBJECT HEREOF. FURTHERMORE IN THIS REGARD, THIS SEVENTH AMENDMENT, THE AGREEMENT, THE NOTES, THE SECURITY INSTRUMENTS, AND THE OTHER WRITTEN DOCUMENTS REFERRED TO IN THE AGREEMENT OR EXECUTED IN CONNECTION WITH OR AS SECURITY FOR THE NOTES REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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6.06GOVERNING LAW. THIS SEVENTH AMENDMENT, THE AGREEMENT AND THE NOTES SHALL BE DEEMED TO BE CONTRACTS MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT AND THE NOTES AND THE TRANSACTIONS CONTEMPLATED HEREBY BEAR A NORMAL, REASONABLE, AND SUBSTANTIAL RELATIONSHIP TO THE STATE OF TEXAS.
6.07JURISDICTION AND VENUE. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS SEVENTH AMENDMENT, THE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE LITIGATED IN COURTS HAVING SITUS IN HARRIS COUNTY, TEXAS. EACH OF THE BORROWER AND THE LENDER HEREBY SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE BORROWER OR THE LENDER IN ACCORDANCE WITH THIS SECTION.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS WHEREOF, this Seventh Amendment to Credit Agreement is executed effective the date first hereinabove written.
| BORROWER | ||
| CONTANGO OIL AND GAS COMPANY | ||
| By: | /s/ WILLIAM H. GIBBONS | |
William H. Gibbons Vice President and Treasurer | ||
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| LENDER | ||
| GUARANTY BANK, FSB | ||
| By: | /s/ RICHARD E. MENCHACA | |
Richard E. Menchaca Senior Vice President | ||
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