0001193125-10-289137 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 28th, 2010 • Crimson Exploration Inc. • Crude petroleum & natural gas • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 22, 2010, is by and among Crimson Exploration Inc., a Delaware limited corporation (the “Company”), and America Capital Energy Corporation, a New York corporation (“ACEC”).

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INTERCREDITOR AGREEMENT dated as of December 27, 2010, among CRIMSON EXPLORATION INC., as Borrower, the Subsidiaries of CRIMSON EXPLORATION INC. from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as First Lien Agent and BARCLAYS...
Intercreditor Agreement • December 28th, 2010 • Crimson Exploration Inc. • Crude petroleum & natural gas • New York

INTERCREDITOR AGREEMENT dated as of December 27, 2010 (this “Agreement”), among CRIMSON EXPLORATION INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower named on the signature pages hereof, WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the First Lien Lenders (as defined below) (in such capacity, the “First Lien Agent”), and BARCLAYS BANK PLC, as agent for the Second Lien Lenders (as defined below) (in such capacity, the “Second Lien Agent”).

SECOND LIEN CREDIT AGREEMENT among CRIMSON EXPLORATION INC., AS BORROWER THE LENDERS PARTY HERETO, and BARCLAYS BANK PLC, AS AGENT, dated as of DECEMBER 27, 2010 BARCLAYS CAPITAL, AS SOLE BOOKRUNNER AND SOLE LEAD ARRANGER
Lien Credit Agreement • December 28th, 2010 • Crimson Exploration Inc. • Crude petroleum & natural gas • New York

THIS SECOND LIEN CREDIT AGREEMENT dated as of December 27, 2010 is among CRIMSON EXPLORATION INC., a Delaware corporation (the “Borrower”); the Lenders (as defined in Article I) and BARCLAYS BANK PLC, acting through one or more of its branches or affiliates (“Barclays Bank”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agent”).

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 28th, 2010 • Crimson Exploration Inc. • Crude petroleum & natural gas • Texas

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 27, 2010, but effective as of the Sixth Amendment Effective Date (defined below), among CRIMSON EXPLORATION INC., a Delaware corporation (the “Borrower”), the undersigned Guarantor (the “Guarantor”), the Lenders party to the Credit Agreement referenced below (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent for the Lenders (in such capacity, together with its successors in such capacity, “Agent”, and in its individual capacity “Wells Fargo”).

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