EXHIBIT 10.11
AMENDMENT NO. 1
TO
MERGER AGREEMENT
AMENDMENT NO. 1, dated November 11, 2005, to the Agreement and Plan of
Merger ("Merger Agreement"), dated as of October 20, 2005, by and among Tremisis
Energy Acquisition Corporation, RAM Energy Acquisition, Inc., RAM Energy, Inc.
("RAM"), and each of the Stockholders of RAM.
IT IS HEREBY AGREED, that the Merger Agreement is immediately amended as
follows:
1. Subsection (a) of Section 1.6 is hereby restated in its entirety as
follows:
"(a) Conversion of Company Common Stock. Other than any shares to be
canceled pursuant to Section 1.6(c), each share of common stock, par value
$10.00, of the Company ("Company Common Stock") issued and outstanding
immediately prior to the Effective Time will be automatically converted
(subject to Section 1.6(f)) into the right to receive on the Closing Date
(i) that number of shares of common stock, par value $0.0001, of Parent
("Parent Common Stock") determined by dividing the Aggregate Parent Common
Stock Number by the Outstanding Company Stock Number, and (ii) that amount
of cash determined by dividing the Aggregate Cash Number by the Outstanding
Company Stock Number. The term "Aggregate Parent Common Stock Number" shall
mean 25,600,000. The term "Outstanding Company Stock Number" shall mean the
number of shares of Company Common Stock outstanding on the Closing Date,
after giving effect to all stock option exercises contemplated hereby. The
term "Aggregate Cash Number" shall mean the lesser of (I) $30,000,000, and
(II) the amount of cash distributed to Parent from the Trust Fund at the
Closing (after payment to those stockholders of Parent who elect to have
their shares converted to cash in accordance with Parent's Charter
Documents (as defined in Section 2.1(a)), less the sum of all expenses
reasonably incurred by Parent in connection with the transaction
contemplated hereby, and less the sum of $1,000,000 which shall be retained
by Parent for working capital requirements."
2. Subsection (i) of Section 6.3 is hereby restated in its entirety as
follows:
"(i) Company Indebtedness. The Adjusted Indebtedness for Borrowed Money of
the Company, including the Subsidiaries, shall not exceed $125,000,000. As
used herein, the term "Adjusted Indebtedness for Borrowed Money" shall mean
the sum of all indebtedness of the Company for borrowed money, less (1) the
amount of any cash deposits posted by the Company as security in connection
with outstanding Company hedging contracts, (2) the positive difference, if
any, between $30,000,000 and the Aggregate Cash Number and (3) an amount up
to $6.0 million for aggregate fees, costs
and expenses paid by the Company in connection with replacing, enhancing or
improving its existing credit facilities in a manner that, on the whole, is
quantitatively more beneficial to the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Merger Agreement to be executed as of the date first written
above.
TREMISIS ENERGY ACQUISITION
CORPORATION
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------
Xxxxxxxx X. Xxxxx
Chairman & CEO
RAM ENERGY ACQUISITION, INC.
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------
Xxxxxxxx X. Xxxxx
Chairman & CEO
RAM ENERGY, INC.
By: /s/ Xxxxx X. Xxx
---------------------------
Xxxxx X. Xxx
President & CEO
STOCKHOLDERS:
[SEE SEPARATE SIGNATURE PAGES.]
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STOCKHOLDER SIGNATURE PAGE
TO
AMENDMENT NO. 1 TO MERGER AGREEMENT
/s/ Xxxxx X. Xxx
-------------------
Xxxxx X. Xxx
DANISH KNIGHTS, A LIMITED PARTNERSHIP,
A Texas Limited Partnership
By: Dannebrog Corp., General Partner
By: /s/ Xxxxxxx Xxxxxx Xxxxxx
-------------------------
Xxxxxxx Xxxxxx Xxxxxx
President
The undersigned agrees that, upon exercise of the stock option referred to in
Section 1.13 of the Merger Agreement, he shall be considered to be, and shall
be, a Stockholder (as defined therein) for all purposes of such Merger
Agreement, as amended hereby.
/s/ C. Xxxxx Xxxxxxx
-----------------------
C. Xxxxx Xxxxxxx
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