0000813779-09-000082 Sample Contracts

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 10th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • Texas

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into and effective as of December 7, 2009, among CRIMSON EXPLORATION INC., a Delaware corporation (the “Borrower”), the undersigned Guarantor (the “Guarantor”), the Lenders party to the Credit Agreement referenced below (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent for the Lenders (in such capacity, together with its successors in such capacity, “Agent”, and in its individual capacity “Wells Fargo”).

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TERMINATION AGREEMENT
Termination Agreement • December 10th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • Delaware

This Termination Agreement (this “Agreement”), is made as of December 7, 2009 (the “Effective Date”) by and between OCM GW Holdings, LLC, a Delaware limited liability company (“OCM GW”), and Crimson Exploration Inc., a Delaware corporation (the “Company”).

WAIVER, CONSENT AND FIRST AMENDMENT TO THE SHAREHOLDERS RIGHTS AGREEMENT
Shareholders Rights Agreement • December 10th, 2009 • Crimson Exploration Inc. • Crude petroleum & natural gas • Texas

This Waiver, Consent and First Amendment (this “Amendment”) to the Rights Agreement (as defined below), is made as of December 7, 2009 (the “Effective Date”) by OCM GW Holdings, LLC, a Delaware limited liability company (“OCM GW”), and acknowledged and agreed to by Crimson Exploration Inc. (successor to GulfWest Energy, Inc.), a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Rights Agreement.

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