REGISTRATION RIGHTS AGREEMENT by and among RAAM GLOBAL ENERGY COMPANY, the Guarantors signatory hereto, and GLOBAL HUNTER SECURITIES, LLC as Initial PurchaserRegistration Rights Agreement • April 11th, 2013 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
RAAM GLOBAL ENERGY COMPANY, a Delaware corporation (the “Company”) is issuing and selling to GLOBAL HUNTER SECURITIES, LLC, (the “ Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated April 5, 2013, by and among the Company, the Initial Purchaser and the Guarantors signatory thereto (the “Purchase Agreement”), $50,000,000 aggregate principal amount of 12.50% Senior Secured Notes due 2015 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 29th, 2011 • RAAM Global Energy Co • Crude petroleum & natural gas • Delaware
WHEREAS, the Seller desires to sell, transfer, assign and convey to Buyer the Shares of Charter III, Inc. (the “Company”), and Buyer desires to purchase and acquire the Shares from Seller, all on the terms and conditions hereinafter set forth.
CONSENT TO THE FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 2015 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
This CONSENT TO THE FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Consent”) dated as of December 29, 2014 is by and among (a) CENTURY EXPLORATION NEW ORLEANS, LLC, a Delaware limited liability company (“CNO”), CENTURY EXPLORATION HOUSTON, LLC, a Delaware limited liability company (“CEH”), and CENTURY EXPLORATION RESOURCES, LLC, a Delaware limited liability company (“CER”, and collectively with CNO and CEH, (the “Borrowers”), as borrowers, (b) RAAM GLOBAL ENERGY COMPANY, a Delaware corporation (“RAAM”, and collectively with the Borrowers, the “Loan Parties”), as guarantor, (c) the Lenders set forth on the signature pages hereto and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent for the Secured Parties (the “Administrative Agent”).
FORBEARANCE AGREEMENTForbearance Agreement • August 5th, 2014 • RAAM Global Energy Co • Crude petroleum & natural gas • Texas
This Forbearance Agreement (this “Agreement”) is made as of July 31, 2014 by and among Century Exploration New Orleans, LLC, a Delaware limited liability company (“CNO”), Century Exploration Houston, LLC, a Delaware limited liability company, Century Exploration Resources, LLC, a Delaware limited liability company (collectively, “Borrowers” and individually a “Borrower”), RAAM Global Energy Company, a Delaware corporation (“RAAM” or “Guarantor”), MUFG Union Bank, N.A., f/k/a Union Bank, N.A., as Administrative Agent and as LC Issuer, the Lenders party hereto, and the Lender Counterparties hereto.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT CENTURY EXPLORATION NEW ORLEANS, LLC CENTURY EXPLORATION HOUSTON, LLC and CENTURY EXPLORATION RESOURCES, LLC as Borrowers UNION BANK, N.A. as Administrative Agent, Sole Lead Arranger and Book Runner CAPITAL...Credit Agreement • March 27th, 2012 • RAAM Global Energy Co • Crude petroleum & natural gas • Texas
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is made as of November 29, 2011, by and among CENTURY EXPLORATION NEW ORLEANS, LLC, a Delaware limited liability company, CENTURY EXPLORATION HOUSTON, LLC, a Delaware limited liability company, CENTURY EXPLORATION RESOURCES, LLC, a Delaware limited liability company, UNION BANK, N.A., and the Lenders referred below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
RAAM GLOBAL ENERGY COMPANY $50,000,000 12.50% Senior Secured Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • July 13th, 2011 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
RAAM Global Energy Company, a Delaware corporation (the “Company”), and each of the Guarantors (as hereinafter defined) hereby agrees with you as follows:
RAAM GLOBAL ENERGY COMPANY $50,000,000 12.50% Senior Secured Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • April 11th, 2013 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 11th, 2013 • RAAM Global Energy Co • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 5, 2013 but effective on the Effective Date (as defined below), by and among Century Exploration New Orleans, LLC, a Delaware limited liability company, Century Exploration Houston, LLC, a Delaware limited liability company, and Century Exploration Resources, LLC, a Delaware limited liability company (each herein called a “Borrower,” and collectively, the “Borrowers”), Union Bank, N.A., individually and as administrative agent (“Administrative Agent”), and the Lenders party to the Original Agreement defined below (“Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2012 • RAAM Global Energy Co • Crude petroleum & natural gas • Delaware
This Employment Agreement is entered into this 19th day of April 2011, effective on the Effective Date, by and between Century Exploration Resources, Inc., James A. Honert, Peter T. Loeffler and Fredrick P. LeGrand.
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT CENTURY EXPLORATION NEW ORLEANS, LLC CENTURY EXPLORATION HOUSTON, LLC and CENTURY EXPLORATION RESOURCES, LLC as Borrowers WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent, and CERTAIN LENDERS...Credit Agreement • September 16th, 2014 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is made as of September 12, 2014, by and among RAAM GLOBAL ENERGY COMPANY, a Delaware corporation, CENTURY EXPLORATION NEW ORLEANS, LLC, a Delaware limited liability company, CENTURY EXPLORATION HOUSTON, LLC, a Delaware limited liability company, CENTURY EXPLORATION RESOURCES, LLC, a Delaware limited liability company, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as administrative agent, and the Lenders referred to below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 19th, 2011 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of July 15, 2011, among RAAM Global Energy Company (the “Company”), each of the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent (the “Trustee”), to the Indenture (the “Base Indenture” and together with the First Supplemental Indenture, the “Indenture”), dated as of September 24, 2010, among the Company, the guarantors party thereto and the Trustee. Capitalized terms used in this First Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • April 11th, 2013 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
This Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of April 11, 2013, among RAAM Global Energy Company (the “Company”), each of the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent (the “Trustee”) to the Indenture dated as of September 24, 2010 (the “Base Indenture” and together with the First Supplemental Indenture thereto, the Second Supplemental Indenture thereto and the Third Supplemental Indenture, the “Indenture”), among the Company, the guarantors party thereto and the Trustee. Capitalized terms used in this Third Supplemental Indenture and not otherwise defined herein shall have the meaning assigned to such terms in the Indenture.
EMPLOYEE BONUS AGREEMENTEmployee Bonus Agreement • March 27th, 2012 • RAAM Global Energy Co • Crude petroleum & natural gas • Delaware
This Employee Bonus Agreement (“Bonus Agreement”) is made and entered into this 30th day of September 2011 between Century Exploration Resources, Inc. (“Century”), a Delaware corporation, and James A. Honert, Peter T. Loeffler and Fredrick P. LeGrand (“Initial Employees”). Century and Initial Employees are each sometimes referred to individually herein as “Party” and collectively as “Parties”. RAAM Global Energy Company (“RAAM”), a Delaware corporation, shall be a party to this Bonus Agreement only to the extent of its obligation to issue the Shares (as hereinafter defined) to Source Energies, LLC.
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 27th, 2013 • RAAM Global Energy Co • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of December 27, 2011 but effective on the Effective Date (as defined below), by and among Century Exploration New Orleans, LLC, a Delaware limited liability company, Century Exploration Houston, LLC, a Delaware limited liability company, and Century Exploration Resources, LLC, a Delaware limited liability company (each herein called a “Borrower,” and collectively, the “Borrowers”), Union Bank, N.A., individually and as administrative agent (“Administrative Agent”), and the Lenders party to the Original Agreement defined below (“Lenders”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • April 11th, 2013 • RAAM Global Energy Co • Crude petroleum & natural gas • New York
This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of April 11, 2013, is by and among RAAM Global Energy Company (the “Company”), each of the guarantors party hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
