EXHIBIT 10.12.2
AMENDMENT NO. 4
This Amendment No. 4 dated as of September 2, 1999
("Amendment") is by Union Bank of California, N.A. and Den
norske Bank ASA (collectively, the "Banks") in favor of RAM
Energy, Inc., a Delaware corporation ("Borrower").
INTRODUCTION
A. The Borrower, the Banks and Union Bank of
California, N.A., as agent for the Banks (the "Agent"), have
entered into the Second Amended and Restated Credit
Agreement dated as of February 3, 1998, as amended by
Amendment No. 1 and Waiver dated as of August 17, 1998,
Amendment No. 2 and Waiver dated as of March 31, 1999, and
Amendment No. 3 and Consent and Waiver dated as of August
12, 1999 (the "Credit Agreement").
B. The Borrower has requested that the Banks amend
certain provisions of the Credit Agreement.
THEREFORE, the Agent, the Borrower and the Banks hereby
agree as follows:
Section 1. Definitions; References. Unless
otherwise defined in this Amendment, each term used in this
Amendment which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement.
Section 2. Amendments. In Section 1.01 of the Credit
Agreement, the definition of "Working Capital Deficit" is
amended in its entirety as follows:
"Working Capital Deficit" means the amount by
which (a) the consolidated current liabilities of
the Borrower and the Guarantors (excluding the
current portion of the Credit Obligations but
including all accrued interest) exceeds (b) the
consolidated current assets of the Borrower and
the Guarantors.
Section 3. Effectiveness. This Amendment shall
become effective upon the date first set forth above when
the Agent shall have received from the Borrower duly and
validly executed originals of this Amendment and shall apply
to the fiscal quarter ended June 30, 1999 and thereafter.
Section 4. Representations and Warranties. The
Borrower represents and warrants that (a) the Liens under
the Security Documents are valid and subsisting and secure
the Borrower's obligations under the Credit Agreement, (b)
the representations and warranties of the Borrower contained
in the Credit Documents are true and correct as of the date
hereof, except as otherwise previously disclosed to the
Agent, and (c) after giving effect to this Amendment, no
Default has occurred and is continuing as of the date
hereof.
Section 5. Choice of Law. This Amendment shall be
governed by and construed and enforced in accordance with
the laws of the State of Texas.
Section 6. Counterparts. This Amendment may be
signed in any number of counterparts, each of which shall be
an original. Delivery of an executed counterpart of this
Amendment by facsimile shall be effective as delivery of a
manually executed counterpart of this Amendment.
This written agreement and the Credit Documents, as defined in the
Credit Agreement, represent the final agreement among the parties 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.
EXECUTED as of the date first set forth above.
UNION BANK OF CALIFORNIA, N.A.
By: XXXX XXXXXXXX
Xxxx Xxxxxxxx
Senior Vice President and Manager
By: XXXXXX XXXXXXX
Xxxxxx Xxxxxxx
Assistant Vice President
DEN NORSKE BANK ASA
By: XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
By: XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Acknowledged and accepted this
2nd day of September, 1999.
RAM ENERGY, INC.
By: XXXXX X. XXX
Xxxxx X. Xxx
President
