SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONTANGO OIL & GAS COMPANY
Date:  October 31, 2014	/s/ E. Joseph Grady
	E. Joseph Grady
	Senior Vice President and Chief Financial Officer

 

 

Exhibit 10.1

 

SECOND AMENDMENT TO CREDIT AGREEMENT

 

This SECOND AMENDMENT TO CREDIT AGREEMENT (“ Amendment ”), dated as of October 28, 2014 (the “ Amendment Effective Date ”), is by and among Contango Oil & Gas Company, a Delaware corporation (the “ Borrower ”), the lenders party to the Credit Agreement described below (the “ Lenders ”), Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), and the other parties in the capacities therein identified.

 

RECITALS

 

WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain other Persons are parties to the Credit Agreement, dated as of October 1, 2013, as amended by the First Amendment to Credit Agreement dated as of April 11, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Credit Agreement ”); and

 

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement in certain respects as set forth herein.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

AGREEMENT

 

  Section 1.                       Definitions .  Capitalized terms used herein but not defined herein shall have the meanings as given them in the Credit Agreement, unless the context otherwise requires.

 

  Section 2.                       Amendment to the Credit Agreement .  The definition of Applicable Margin in Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to the following:

“ Applicable Margin ” shall mean the applicable per annum percentage set forth at the appropriate intersection in the table shown below, based on the Borrowing Base Utilization as in effect from time to time:

 

Each change in the Applicable Margin resulting from a change in the Borrowing Base Utilization shall take effect on the day such change in the Borrowing Base Utilization occurs.

 

  Section 3.                       Amendment to Section 9.04 of the Credit Agreement .  Section 9.04 of the Credit Agreement is hereby amended by replacing the word “and” appearing before the number “(iii)” in such Section with a comma (“,”) and by adding the phrase “and (iv) provided that (x) no Default shall have occurred and be continuing and (y) after giving effect to such purchases the Borrowing Base Utilization shall be no greater than 90%, the Borrower may purchase up to $39,215,000 of its Equity Interests pursuant to a share repurchase program approved by the Borrower’s Board of Directors (and for the avoidance of doubt, the Borrower may use proceeds of the Loans for such purpose).”

 

  Section 4.                       Conditions to Effectiveness .  This Amendment shall become effective as of the Amendment Effective Date when the Administrative Agent shall have received counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of the Borrower, the Administrative Agent and the Majority Lenders.

 

  Section 5.                       Reaffirmation of the Borrowing Base .  The Borrower and the Required Lenders hereby agree that effective as of the Amendment Effective Date the Borrowing Base is set at $275,000,000 until the date of the next determination or adjustment of the Borrowing Base pursuant to the provisions of the Credit Agreement.  The reaffirmation pursuant to this Section 5 is deemed to be the redetermination of the Borrowing Base for the November 1, 2014 Scheduled Redetermination Date.

 

  Section 6.                       Representations and Warranties .  The Borrower hereby represents and warrants that after giving effect hereto, no Default, Event of Default or Deficiency shall have occurred and be continuing.

 

  Section 7.                       Loan Document; Ratification .

 

(a)   This Amendment is a Loan Document.  Each reference to the Credit Agreement in any Loan Document will deemed to be a reference to the Credit Agreement as amended by this Amendment.

 

(b)   Except as amended hereby, the Credit Agreement remains in full force and effect and the Borrower hereby ratifies, approves and confirms in every respect all the terms, provisions, conditions and obligations of the Credit Agreement as amended hereby.

 

  Section 8.                       GOVERNING LAW.   THIS AMENDMENT SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

 

  Section 9.                       Severability.   Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the validity or enforceability of such provision in any other jurisdiction.

 

  Section 10.                     Counterparts.   This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing one or more counterparts.  Any signature hereto delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.

 

  Section 11.                     Successors and Assigns.   This Amendment shall be binding upon the Borrower and its successors and permitted assigns and shall inure, together with all of its rights and remedies hereunder, to the benefit of each of them and their respective successors, transferees and assigns.

 

  Section 12.                     Entire Agreement.   THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

 

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 

 

( Signature Pages Follow )

 

                                 In Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

 

BORROWER :
CONTANGO OIL & GAS COMPANY
By:	/s/ E. Joseph Grady
	Name:  E. Joseph Grady
	Title:  Senior Vice President & CFO

 

 

 

ADMINISTRATIVE AGENT:
ROYAL BANK OF CANADA, as Administrative Agent
By:	/s/ Rodica Dutka
	Name:  Rodica Dutka
	Title:  Manager, Agency

 

 

LENDER:
ROYAL BANK OF CANADA, as Lender
By:	/s/ Mark Lumpkin, Jr.
	Name:  Mark Lumpkin, Jr.
	Title:  Authorized Signatory

 

LENDER:
AMEGY BANK NATIONAL ASSOCIATION
By:	/s/ Mark A. Serice
	Name:  Mark A. Serice
	Title:  Senior Vice President

 

 

 

LENDER:
ROYAL BANK OF SCOTLAND PLC
By:	/s/ James L. Moyes
	Name:  James L. Moyes
	Title:  Managing Director

 

 

LENDER:
REGIONS BANK
By:	/s/ Daniel G. Steele
	Name:  Daniel G. Steele
	Title:  Senior Vice President

 

 

 

LENDER:
CAPITAL ONE, NATIONAL ASSOCIATION
By:	/s/ Michael Higgins
	Name:  Michael Higgins
	Title:  Director

 

 

 

LENDER:
COMPASS BANK
By:	/s/ Rhianna Disch
	Name:  Rhianna Disch
	Title:  Vice President

 

 

 

LENDER:
BARCLAYS BANK PLC
By:	/s/ Vanessa Kurbatskiy
	Name:  Vanessa Kurbatskiy
	Title:  Vice President

 

 

LENDER:
BOKF, NA DBA BANK OF TEXAS
By:	/s/ Mari Salazar
	Name:  Mari Salazar
	Title:  SVP, Energy Lending

 

 

 

LENDER:
CADENCE BANK
By:	/s/ Eric Broussard
	Name:  Eric Broussard
	Title:  Executive Director

 

 

 

LENDER:
CITIBANK, N.A.
By:	/s/ Eamon Baqui
	Name:  Eamon Baqui
	Title:  Vice President

 

 

 

LENDER:
IBERIABANK
By:	/s/ W. Bryan Chapman
	Name:  W. Bryan Chapman
	Title:  Executive Vice President

-Contango Second Amendment-

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