RAAM GLOBAL ENERGY COMPANY AND EACH OF THE GUARANTORS PARTY HERETO 12.50% SENIOR SECURED NOTES DUE 2015 INDENTURE Dated as of September 24, 2010 The Bank of New York Mellon Trust Company, N.A. Trustee and Collateral AgentIndenture • March 17th, 2011 • Windstar Energy, LLC • New York
INDENTURE dated as of September 24, 2010 among RAAM Global Energy Company, a Delaware corporation, the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent.
RAAM GLOBAL ENERGY COMPANY $150,000,000 12.50% Senior Secured Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2011 • Windstar Energy, LLC • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2011 • Windstar Energy, LLC • Kentucky
This Employment Agreement (this “Agreement”), dated December 17th, 2007 by and between RAAM Global Energy Company, a Delaware corporation (the “Company” or “Employer”) and Hank C. Kelly Jr., an individual (“Employee”).
PARTICIPATION AND EXPLORATION AGREEMENTParticipation and Exploration Agreement • March 17th, 2011 • Windstar Energy, LLC • Texas
THIS PARTICIPATION and EXPLORATION AGREEMENT (“Agreement”) is made and entered into this 3rd day of August 2009 but effective the 1st day of January 2009 (the “Effective Date”) between Century Exploration Houston, Inc. (“Century”), a Delaware corporation, RAAM Global Energy Company (“Century’s Parent”), a Delaware corporation, and TechXplore, L.P. (“TechXplore”), a Texas limited partnership. Together, Century and TechXplore are each sometimes referred to individually herein as “Participant” and collectively as “Participants”.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 17th, 2011 • Windstar Energy, LLC • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of September 24, 2010, and entered into by and among UNION BANK, N.A., in its capacity as administrative agent (in such capacity, with its successors and assigns, the “First Lien Agent”) for the First Lien Creditors (as defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Indenture Trustee (in such capacity, with its successors and assigns, the “Second Lien Trustee”) for, on behalf of and in the stead of, the Second Lien Creditors (as defined below), CENTURY EXPLORATION NEW ORLEANS, INC. and CENTURY EXPLORATION HOUSTON, INC. (collectively, the “First Lien Borrowers”) and RAAM GLOBAL ENERGY COMPANY (“Second Lien Borrower”) in each case, for themselves and on behalf of each of the other Loan Parties.
PROMISSORY NOTE (Fixed Rate) (10210 Grogan’s Mill Road, The Woodlands, Montgomery County, Texas)Promissory Note • March 17th, 2011 • Windstar Energy, LLC
FOR VALUE RECEIVED, RAAM GLOBAL ENERGY COMPANY, a Delaware corporation (“Borrower”), promises to pay to the order of GE COMMERCIAL FINANCE BUSINESS PROPERTY CORPORATION, a Delaware corporation (“Payee”; Payee and any subsequent holder of this Promissory Note (this “Note”) being referred to herein as “Holder”), at Payee’s office at 10900 Northeast Fourth Street, Suite 500, Bellevue, Washington 98004, attention: Middle Market Risk, or at such other address as Holder may from time to time designate in writing, the principal sum of Three Million Four Hundred Eighty-Five Thousand and No Hundredths Dollars ($3,485,000.00) together with interest from the date the proceeds of the loan (the “Loan”) evidenced by this Note are initially disbursed (including, without limitation, disbursement into an escrow for the benefit of Borrower) until Maturity (as defined below) on the principal balance from time to time remaining unpaid hereon at the rate of seven and five hundredths percent (7.05%) per ann
TERMINATION AGREEMENTTermination Agreement • March 17th, 2011 • Windstar Energy, LLC • Kentucky
This Termination Agreement (the “Agreement”) is made and entered into this 30th day of June 2009, effective March 31, 2009 (the “Effective Date”), between RAAM Global Energy Company (“RAAM Global”), a Delaware Corporation whose address is 1537 Bull Lea Road, Suite 200, Lexington, Kentucky 40511 and Ram Development, LLC (“Ram Development”) a Delaware Limited Liability Company whose address is 1537 Bull Lea Road, Suite 200, Lexington, Kentucky 40511 (RAAM Global and Ram Development are hereby sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” RAAM Exploration LLC (“RAAM Exploration”) shall be a party to the Agreement solely for the purpose of acknowledging the termination of the December 2004 Agreement (as hereinafter defined).
EXPLORATION AGREEMENTExploration Agreement • March 17th, 2011 • Windstar Energy, LLC • Kentucky
This agreement (“December 2004 Agreement”) is made and entered into this 1st day of December 2004, and effective December 1, 2004, between RAAM Global Energy Company (“RAAM Global”), a Delaware corporation, whose address is 1537 Bull Lea Road, Suite 200, Lexington, Kentucky 40511, and RAAM Exploration, LLC (“RAAM Exploration”), a Kentucky Limited Liability Company, whose address is 1537 Bull Lea Road, Suite 200, Lexington, Kentucky 40511.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 17th, 2011 • Windstar Energy, LLC
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) made effective as of March 1, 2010 (the “Effective Date”), by and among Century Exploration New Orleans, Inc., a Delaware corporation, Century Exploration Houston, Inc., a Delaware corporation (each herein called a “Borrower,” and collectively, the “Borrowers”), Union Bank, N.A., individually and as agent (“Agent”), and the Lenders party to the Original Agreement defined below (“Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2011 • Windstar Energy, LLC • Kentucky
This Employment Agreement (this “Agreement”), dated January 1, 2011 by and between Century Exploration Resources, Inc., a Delaware corporation (the “Company” or “Employer”) and Jonathan B. Rudney, an individual (“Employee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT CENTURY EXPLORATION NEW ORLEANS, INC. and CENTURY EXPLORATION HOUSTON, INC. as Borrowers and UNION BANK, N.A. as Administrative Agent, Sole Lead Arranger and Book Runner and CAPITAL ONE, NATIONAL ASSOCIATION...Credit Agreement • March 17th, 2011 • Windstar Energy, LLC • Texas
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is made as of September 4, 2009, by and among Century Exploration New Orleans Inc., a Delaware corporation, Century Exploration Houston, Inc., a Delaware corporation (each herein called a “Borrower” and collectively called “Borrowers”), Union Bank, N.A. (herein called “Administrative Agent”), Capital One, National Association, as Syndication Agent, and the Lenders referred below. In consideration of the mutual covenants and agreements contained herein the parties hereto agree as follows:
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 17th, 2011 • Windstar Energy, LLC
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of September 24, 2010 but effective on the Effective Date (as defined below), by and among Century Exploration New Orleans, Inc., a Delaware corporation, Century Exploration Houston, Inc., a Delaware corporation (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”).
PREMIUM FINANCE AGREEMENT ***A719799*** Louisiana P.O. Box 3066 - 3522 Thomasville Rd. Tallahassee, FL 32315 Phone 850-907-5610 ¨PERSONAL xCOMMERCIAL ¨NEW xAGENCY RENEWAL ¨ADD’L PREMIUM THIS AGREEMENT, made effective the 1 day of May 2010 , between...Premium Finance Agreement • March 17th, 2011 • Windstar Energy, LLC • Florida
hereinafter called the Borrower, and Premium Assignment Corporation, a Florida Corporation hereinafter called Lender, for the purpose of financing the purchase of insurance policies described in the Scheduled Policies of Insurance listed in page 3 to this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2011 • Windstar Energy, LLC • Texas
This Employment Agreement (this “Agreement”), dated as of January 1, 2011 (the “Execution Date”) is by and between Wayne L. Adams (“Employee”) and Century Exploration Houston, Inc., a Delaware corporation (“Employer”).
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 17th, 2011 • Windstar Energy, LLC
THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 4, 2011 but effective on the Effective Date (as defined below), by and among Century Exploration New Orleans, Inc., a Delaware corporation, Century Exploration Houston, Inc., a Delaware corporation (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”).
AGREEMENTExploration Agreement • March 17th, 2011 • Windstar Energy, LLC • Kentucky
This AGREEMENT (the “Agreement”) is made and entered into this 22nd day of September, 2003, between CENTURY EXPLORATION COMPANY, (“Century”), a Delaware corporation, whose address is 1537 Bull Lea Road, Lexington, Kentucky 40511, and RAAM EXPLORATION, LLC (“RAAM”), a Kentucky limited liability company, whose address is 1537 Bull Lea Road, Lexington, Kentucky 40511.
SECURITY AGREEMENTSecurity Agreement • March 17th, 2011 • Windstar Energy, LLC • New York
THIS SECURITY AGREEMENT (this “Agreement”) is made as of September 24, 2010, by Century Exploration New Orleans, Inc., a Delaware corporation (“CNO”), Century Exploration Houston, Inc., a Delaware corporation (“CEH”), Century Exploration Resources, Inc., a Delaware corporation (“Century Resources”), SITA Energy, LLC, a Delaware limited liability company (“Sita”), Windstar Energy, LLC, a Delaware limited liability company (“Windstar”, and collectively with CNO, CEH, Century Resources and Sita, the “Companies”), and RAAM Global Energy Company, a Delaware corporation (the “Issuer”, and collectively with the Companies and any other entity that becomes a Grantor hereunder, the “Grantors”), in favor of The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of itself and the Holders (as defined below).
AGREEMENT OF LEASELease Agreement • March 17th, 2011 • Windstar Energy, LLC • Kentucky
THIS AGREEMENT OF LEASE is made as of the 1st day of January, 2011, by and between ATMA INVESTMENTS, LLC, a Kentucky limited liability company (“Landlord”), and RAAM GLOBAL ENERGY COMPANY, a Delaware corporation (“Tenant”).
