Ram Energy Inc/Ok – ASSET PURCHASE AGREEMENT (December 7th, 2001)ASSET PURCHASE AGREEMENT among RAM ENERGY, INC., MAGIC CIRCLE ENERGY CORPORATION and CARMEN DEVELOPMENT CORPORATION (the "Sellers") and CARMEN ACQUISITION CORP. (the "Buyer") December 1, 2001 COMMERCIAL LAW GROUP, P.C. ATTORNEYS & COUNSELORS 2725 Oklahoma Tower o 210 Park Avenue o Oklahoma City, Oklahoma 73102-5604 Telephone (405) 232-3001 o Telecopier (405) 232-5553 TABLE OF CONTENTS Page 1.
Ram Energy Inc/Ok – THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (August 14th, 2001)Exhibit 10.10.4 FORM OF FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 14th day of August, 2001, to be effective as of the respective date herein indicated, by and among RAM ENERGY, INC., a Delaware corporation ("Borrower"), the financial institutions listed on the signature pages hereof (such financial institutions being hereinafter individually and collectively referred to as the "Lender"), and FOOTHILL CAPITAL CORPORATION, a California corporation, as agent for the Lender ("Agent"). RECITALS A. Borrower, Lender and Agent have entered into that certain Amended and Restated Loan and Security Agreement, dated as of December 27, 1999, as thereafter
Ram Energy Inc/Ok – THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (May 15th, 2001)Exhibit 10.10.1 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 1st day of May, 2000, to be effective as of the respective date herein indicated, by and among RAM ENERGY, INC., a Delaware corporation ("Borrower"), the financial institutions listed on the signature pages hereof (such financial institutions being hereinafter individually and collectively referred to as the "Lender"), and FOOTHILL CAPITAL CORPORATION, a California corporation, as agent for the Lender ("Agent"). RECITALS A. Borrower, Lender and Agent have entered into that certain Amended and Restated Loan and Security Agreement, dated as of December 27, 1999 (as amended from time to time, the "Loan Agreement"). B. Borrow
Ram Energy Inc/Ok – THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (May 15th, 2001)Exhibit 10.10.3 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 10th day of April, 2001, to be effective as of the respective date herein indicated, by and among RAM ENERGY, INC., a Delaware corporation ("Borrower"), the financial institutions listed on the signature pages hereof (such financial institutions being hereinafter individually and collectively referred to as the "Lender"), and FOOTHILL CAPITAL CORPORATION, a California corporation, as agent for the Lender ("Agent"). RECITALS A. Borrower, Lender and Agent have entered into that certain Amended and Restated Loan and Security Agreement, dated as of December 27, 1999, as thereafter amended, including as amended by that certain cons
Ram Energy Inc/Ok – THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (May 15th, 2001)Exhibit 10.10.2 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 29th day of September, 2000, to be effective as of the respective date herein indicated, by and among RAM ENERGY, INC., a Delaware corporation ("Borrower"), the financial institutions listed on the signature pages hereof (such financial institutions being hereinafter individually and collectively referred to as the "Lender"), and FOOTHILL CAPITAL CORPORATION, a California corporation, as agent for the Lender ("Agent"). RECITALS A. Borrower, Lender and Agent have entered into that certain Amended and Restated Loan and Security Agreement, dated as of December 27, 1999, as thereafter amended, including as amended by that certain
Ram Energy Inc/Ok – POWER OF ATTORNEY (May 9th, 2001)EXHIBIT 24 POWER OF ATTORNEY We, the undersigned officers and directors of RAM Energy, Inc. (hereinafter "the Company"), hereby severally constitute Larry E. Lee, William W. Talley II and John M. Longmire, and each of them, severally, our true and lawful attorneys-in-fact, will full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement on Form S-1 and any and all amendments thereto (include post-effective amendments), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do
Ram Energy Inc/Ok – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (May 9th, 2001)EXHIBIT 3.1.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RAM ENERGY, INC. RAM ENERGY, INC., a Delaware corporation (the "Corporation"), hereby certifies: FIRST: The Corporation's board of directors, at a meeting duly called and held, duly adopted resolutions setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring the amendment advisable and referring such amendment to the shareholders of the Corporation for consideration and approval. SECOND: The first paragraph of Article Fourth of the Corporation's Amended and Restated Certificate of Incorporation is proposed to be amended to read in its entirety as follows: "The total numbe
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (March 30th, 2000)Exhibit 10.16 December 13, 1999 Mr. John M. Longmire, Vice President RAM Energy, Inc. One Benham Place, Suite 130 9400 N. Broadway Oklahoma City, OK 73114 RE: Employment and Severance Agreement Dear John: This letter agreement (this "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAM Energy, Inc. (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated January 1, 1999 through December 31, 1999 shall remain in effect until execution of this agreement. The terms of this Agreement are as follows: 1. Term. The term of this Agreement shall commence January 1, 2000, and shall continue until December 31, 20
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (March 30th, 2000)Exhibit 10.16.2 December 13, 1999 Mr. Drake N. Smiley, Vice President RAM Energy, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 RE: Employment and Severance Agreement Dear Drake: This letter agreement (this "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAM Energy, Inc. (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated January 1, 1999 through December 31, 1999 shall remain in effect until execution of this agreement. The terms of this Agreement are as follows: 1. Term. The term of this Agreement shall commence January 1, 2000, and shall continue until December 31, 2000. 2
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (March 30th, 2000)Exhibit 10.16.1 December 13, 1999 Mr. Larry G. Rampey, Vice President RAM Energy, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 RE: Employment and Severance Agreement Dear Larry: This letter agreement (this "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAM Energy, Inc. (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated January 1, 1999 through December 31, 1999 shall remain in effect until execution of this agreement. The terms of this Agreement are as follows: 1. Term. The term of this Agreement shall commence January 1, 2000, and shall continue until December 31, 2000. 2.
Ram Energy Inc/Ok – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 30th, 2000)Exhibit 10.15 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between RAM ENERGY, INC., as Borrower, and THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders, and FOOTHILL CAPITAL CORPORATION as Agent Dated as of December 27, 1999 TABLE OF CONTENTS Page(s) 1. DEFINITIONS AND CONSTRUCTION 2 1.1 DEFINITIONS 2 1.2 ACCOUNTING TERMS 26 1.3 CODE 26 1.4 CONSTRUCTION 2
Ram Energy Inc/Ok – AMENDMENT NO. 5 AND CONSENT AND WAIVER (November 15th, 1999)EXHIBIT 10.12.3 AMENDMENT NO. 5 AND CONSENT AND WAIVER This Amendment No. 5 and Consent and Waiver dated effective as of September 28, 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, Amendment No. 3 and Consent and Waiver dated as of August 12, 1999 and Amendment No. 4 dated as of September 2, 1999 (the "Credit Agreement"). B. The Borrower wishes to sell certain of its production volumes from the South Thom
Ram Energy Inc/Ok – AMENDMENT NO. 4 (November 15th, 1999)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 Borro
Ram Energy Inc/Ok – AMENDMENT NO. 6 (November 15th, 1999)EXHIBIT 10.12.4 AMENDMENT NO. 6 This Amendment No. 6 dated effective as of September 30, 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, Amendment No. 3 and Consent and Waiver dated as of August 12, 1999, Amendment No. 4 dated as of September 2, 1999 and Amendment No. 5 and Consent and Waiver dated as of September 28, 1999 (as amended, the "Credit Agreement"). B. The Borrower has requested that th
Ram Energy Inc/Ok – AMENDMENT NO. 3 AND CONSENT AND WAIVER (August 20th, 1999)EXHIBIT 10.12.1 AMENDMENT NO. 3 AND CONSENT AND WAIVER This Amendment No. 3 and Consent and Waiver dated effective as of August 12, 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 and Amendment No. 2 and Waiver dated as of March 31, 1999 (the "Credit Agreement"). B. The Borrower wishes to sell all of its right, title and interest in the Oil and Gas Properties described on Schedule I attached hereto outside the ordi
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (April 8th, 1999)EXHIBIT 10.7 February 24, 1999 Mr. John M. Longmire, Vice President RAM Energy, Inc. One Benham Place, Suite 130 9400 N. Broadway Oklahoma City, OK 73114 RE: Employment and Severance Agreement Dear John: This letter agreement (this "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAM Energy, Inc. (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated January 1, 1998 through December 31, 1998 shall remain in effect until execution of this agreement. The terms of this Agreement are as follows: Term. The term of this Agreement shall commence January 1, 1999, and shall continue until December 31, 1999. Title; Dutie
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (April 8th, 1999)EXHIBIT 10.7.1 February 24, 1999 Mr. Larry G. Rampey, Vice President RAM Energy, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 RE: Employment and Severance Agreement Dear Larry: This letter agreement (this "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAM Energy, Inc. (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated January 1, 1998 through December 31, 1998 shall remain in effect until execution of this agreement. The terms of this Agreement are as follows: Term. The term of this Agreement shall commence January 1, 1999, and shall continue until December 31, 1999. Title; Duties. Your job
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (April 8th, 1999)EXHIBIT 10.7.2 February 24, 1999 Mr. Drake N. Smiley, Vice President RAM Energy, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 RE: Employment and Severance Agreement Dear Drake: This letter agreement (this "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAM Energy, Inc. (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated January 1, 1998 through December 31, 1998 shall remain in effect until execution of this agreement. The terms of this Agreement are as follows: Term. The term of this Agreement shall commence January 1, 1999, and shall continue until December 31, 1999. 2. Title; Duties. You
Ram Energy Inc/Ok – INDENTURE (March 10th, 1998)RAM ENERGY, INC. AND SUBSIDIARY GUARANTORS INDENTURE Dated as of February 24, 1998 UNITED STATES TRUST COMPANY OF NEW YORK Trustee 11-1/2% SENIOR NOTES DUE 2008 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1 DEFINITIONS SECTION 1.2 OTHER DEFINITIONS SECTION 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT SECTION 1.4 RULES OF CONSTRUCTION ARTICLE 2 THE NOTES SECTION 2.1 FORM AND DATING SECTION 2.2 EXECUTION AND AUTHENTICATION SECTION 2.3 REGISTRAR AND PAYING AGENT; DEPOSITORY APPOINTMENT SECTION 2.4 PAYING AGENT TO HOLD MONEY IN TRUST SECTION 2.5 HOLDER LISTS SECTION 2.6 TRANSFER AND EXCHANGE SECTION 2.7 REPLACEMENT NOTES SECT
Ram Energy Inc/Ok – $115 MILLION OFFERING OF SENIOR NOTES (March 10th, 1998)RAM ENERGY COMPLETES $115 MILLION OFFERING OF SENIOR NOTES COMPANY ACQUIRES CARLTON RESOURCES CORPORATION For Immediate Release Contact: February 25, 1998 Brent Gooden, (405) 524-3131 TULSA, OK -- RAM Energy, Inc. has successfully completed a public offering of $115 million 10-year senior unsecured notes, reported Larry E. Lee, company President and Chief Executive Officer. Jefferies & Company, Inc. successfully underwrote the offering. RAM also simultaneously executed a new $50 million revolving bank credit line with Union Bank of California, N. A. "The $165 million financial package provides the financial facility flexibility necessary to underwrite our plans for acquisition opportunities and the continued development and production of oil and gas properties located primarily in Oklahoma, Texas and New Mexico," Lee said. T
Ram Energy Inc/Ok – INDENTURE (February 11th, 1998)------------------------------------------------------------------------------- ------------------------------------------------------------------------------- RAM ENERGY, INC. AND SUBSIDIARY GUARANTORS INDENTURE Dated as of February ______, 1998 UNITED STATES TRUST COMPANY OF NEW YORK Trustee ________% SENIOR NOTES DUE 2008 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- CROSS REFERENCE TABLE* TRUST INDENTURE ACT
Ram Energy Inc/Ok – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (February 11th, 1998)=============================================================================== $50,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Among RAM ENERGY, INC. as Borrower, THE FINANCIAL INSTITUTIONS NAMED IN THIS CREDIT AGREEMENT as Banks, and UNION BANK OF CALIFORNIA, N. A. as Agent February 3, 1998 =============================================================================== TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUN
Ram Energy Inc/Ok – PROMISSORY NOTE (February 11th, 1998)PROMISSORY NOTE $174,130 Oklahoma City, Oklahoma January 5, 1998 FOR VALUE RECEIVED, RAM Energy, Inc. a Delaware corporation ("Maker"), hereby promises to pay to __________________________ ("Payee"); at the address furnished in writing to Maker by Payee for such purpose, of if no address is so furnished, at the last known address of Payee as it appears in the corporate records of Maker, the principal sum of One Hundred Seventy-Four Thousand One Hundred Thirty and no/100 Dollars ($174,130), together with interest at the rate of eight percent (8%) per annum on the unpaid principal amount thereof outstanding from and after the time Payee has complied with Conditions to Payment (i) and (ii) below (and during the time Condition to Payment (iii) below is satisfied) and until said principal amount shall be paid in full. This Prom
Ram Energy Inc/Ok – CERTIFICATE OF INCORPORATION (February 3rd, 1998)AMENDED AND RESTATED CERTIFICATE OF INCORPORATION The undersigned, Larry E. Lee and John M. Longmire, certify that they are the President and Secretary, respectively, of RAMCO Operating Company, formerly known as RAMCO Holding Corp., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), and do hereby further certify as follows: 1. The name of this Corporation is RAMCO Operating Company. 2. The name under which the Corporation was originally incorporated was RAMCO Holding Corp. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on September 28, 1987, with amendments thereto filed on January 1, 1994 and August 9, 1994. 3. Certificates of Designation for Series A Preferred Stock and Series B Preferred Stock were filed on October 1, 1987, Amended Certificates of Designation were filed on July
Ram Energy Inc/Ok – INDENTURE (February 3rd, 1998)------------------------------------------------------------------------------- ------------------------------------------------------------------------------- RAM ENERGY, INC. AND SUBSIDIARY GUARANTORS INDENTURE Dated as of February ______, 1998 UNITED STATES TRUST COMPANY OF NEW YORK Trustee ________% SENIOR NOTES DUE 2008 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- CROSS REFERENCE TABLE* TRUST INDENTURE ACT
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (February 3rd, 1998)Mr. Drake N. Smiley, Vice President RAMCO Operating Company 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 RE: Employment and Severance Agreement Dear Drake: This letter agreement (the "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAMCO Operating Company (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated March 31, 1997, shall continue in effect until December 31, 1997. The terms of this Agreement are as follows: 1. TERM. The term of this Agreement shall commence January 1, 1998, and shall continue until December 31, 1998. 2. TITLE; DUTIES. Your job title will be "Senior Vice President Land" of the Company. You will perform duties commensurate with your position and as as
Ram Energy Inc/Ok – POWER OF ATTORNEY (February 3rd, 1998)EXHIBIT 24 POWER OF ATTORNEY We, the undersigned directors of RAM Energy, Inc. (hereinafter, the "Company"), hereby severally constitute William W. Talley II, Larry E. Lee and John M. Longmire and each of them, severally, our true and lawful attorneys-in-fact with full power to them and each of them to sign for us, and in our names as officers or directors, or both, of the Company, a Registration Statement on Form S-1, and any amendments thereto (including post-effective amendments), and any registration statement that is to be effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering under the Securities Act of 1933 shares of the Company's Common Stock, par value $.01 per share, and % Senior Notes due 2008 granting unto said attorneys-in-fact and agents, and eac
Ram Energy Inc/Ok – 1998 STOCK INCENTIVE PLAN (February 3rd, 1998)RAM ENERGY, INC. 1998 STOCK INCENTIVE PLAN RAM ENERGY, INC. 1998 STOCK INCENTIVE PLAN TABLE OF CONTENTS Page ---- ARTICLE I PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.1 PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.2 ESTABLISHMENT. . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.3 SHARES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . 1 Section 1.4 SHAREHOLDER APPROVAL . . . . . . . . . . . . . . . . . . . 1 ARTICLE II DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE III ADMINISTRATION . . . . . . . . . . . . . . . .
Ram Energy Inc/Ok – UNDER THE TRUST INDENTURE ACT OF 1939 OF (February 3rd, 1998)SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 --------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE --------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO Section 305(b)(2) _______ --------------- UNITED STATES TRUST COMPANY OF NEW YORK (Exact name of trustee as specified in its charter) New York
Ram Energy Inc/Ok – Re: Employment and Severance Agreement (February 3rd, 1998)Mr. John M. Longmire, Vice President RAMCO Operating Company One Benham Place, Suite 130 9400 N. Broadway Oklahoma City, OK 73114 Re: Employment and Severance Agreement Dear John: This letter agreement (this "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAMCO Operating Company (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated March 31, 1997, shall continue in effect until December 31, 1997. The terms of this Agreement are as follows: 1. TERM. The term of this Agreement shall commence January 1, 1998, and shall continue until December 31, 1998. 2. TITLE; DUTIES. You job title will be "Senior Vice President and Treasurer" of the Company. You will perform duties commens
Ram Energy Inc/Ok – RE: Employment and Severance Agreement (February 3rd, 1998)Mr. Larry G. Rampey, Vice President RAMCO Operating Company 5100 East Skelly Drive, Suite 650 Tulsa, OK 74135 RE: Employment and Severance Agreement Dear Larry: This letter agreement (the "Agreement"), when executed by you in the time and manner hereinafter provided, will constitute an employment and severance agreement between you and RAMCO Operating Company (the "Company"), superseding all existing employment, severance and similar agreements between you and the Company; provided, however, that the existing Employment and Severance Agreement between you and the Company dated March 31, 1997, shall continue in effect until December 31, 1997. The terms of this Agreement are as follows: 1. TERM. The term of this Agreement shall commence January 1, 1998, and shall continue until December 31, 1998. 2. TITLE; DUTIES. Your job title will be "Senior Vice President-- Operations" of the Company. You will perform duties commensurate with your positi
Ram Energy Inc/Ok – UNDERWRITING AGREEMENT (February 3rd, 1998)RAM ENERGY, INC. (a Delaware corporation) % Senior Notes due 2008 UNDERWRITING AGREEMENT February __, 1998 Jefferies & Company, Inc. 650 Fifth Avenue, 4th Floor New York, New York 10019 Dear Sirs: RAM Energy, Inc., a Delaware corporation (the "Company"), and RB Operating Company, a Delaware corporation ("RB"), and RLP Gulf States, L.L.C., an Oklahoma limited liability company ("RLP" and, collectively with RB, the "Guarantors") hereby confirm their agreement with you (the "Underwriter") with respect to the issuance and sale by the Company and the Guarantors and the purchase by the Underwriter of $115,000,000 aggregate principal amount of the Company's ___% Senior Notes due February ___, 2008 (the "Notes") and the related Guaranties (as hereinafter defined)
