AMENDMENT NO. 2 AND LIMITED WAIVER
SECOND LIEN CREDIT AGREEMENT
This AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT, dated as of May 13, 2009 (this “
Amendment ”), is by and among CRIMSON EXPLORATION INC., a Delaware corporation (the “ Borrower ”),
CRIMSON EXPLORATION OPERATING, INC. a Delaware corporation (“ CEOI ”), SOUTHERN G HOLDINGS,
LLC, a Delaware limited liability company (together with the Borrower and CEOI, the “ Loan Parties ”), the
lenders party hereto (the “ Lenders ”).
WHEREAS, the Borrower, the Lenders and Credit Suisse, as administrative agent (in such capacity, the
“ Agent ”) and as collateral agent for the Lenders are parties to that certain Second Lien Credit Agreement, dated
as of May 8, 2007, and amended by that certain Amendment No. 1 dated as of June 5, 2007 (as amended, the “
Credit Agreement ”), pursuant to which the Lenders have made loans to the Borrower;
WHEREAS, the Borrower and the Lenders have agreed to amend the Credit Agreement on the terms,
and subject to the conditions, set forth herein; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree
Section 1. Definitions . Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement.
(a) Section 1.02 of the Credit Agreement is hereby amended by inserting therein the
“‘ Covenant Compliance Period ’ shall mean any fiscal quarter of the Borrower immediately
following a fiscal quarter for which the Borrower (a) had a Leverage Ratio as of the end of such
fiscal quarter equal to or less than 3:00 to 1.00 and (b) had a PV-10 Ratio as of such fiscal
quarter of equal to or greater than 1.50x.
‘ Haynesville Exchange ’ shall mean any sale, assignment, transfer, conveyance, contribution
or other disposition or series of related sales, transfers or other dispos