First Amendment to Loan Agreement dated February 6, 2009



 Exhibit 10.17.1 
 FIRST AMENDMENT TO LOAN AGREEMENT 
 THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated as of the 6th day of February, 2009. 

RAM ENERGY RESOURCES, INC., a Delaware corporation (the “Borrower”), GUGGENHEIM CORPORATE FUNDING, LLC, as
arranger and administrative agent (the “Administrative Agent”), WELLS FARGO FOOTHILL, INC., as documentation agent, WESTLB AG, NEW YORK BRANCH and CIT CAPITAL USA INC., as co-syndication agents, and the financial institutions
therein named as lenders (the “Lenders”), are parties to that certain Loan Agreement dated as of November 29, 2007 (the “Loan Agreement”) and the Borrower, the Administrative Agent and the
undersigned Lenders are entering into this Amendment for the purpose of permitting the Borrower to enter into certain types of Hedging Agreements to protect against interest rate fluctuations. Therefore, in consideration of the mutual agreements and
other provisions contained herein, the parties hereto agree as follows: 
 Paragraph 1. Amendment.
Effective as of the Amendment Effective Date, the following language is inserted at the end of clause (a) of Section 7.21 of the Loan Agreement: “, or any Hedging Agreement related to bona fide hedging activities to
protect against fluctuations in interest rates or currency exchange rates.” 
 Paragraph 2. Effectiveness.
This Amendment shall become effective as of the date (the “Amendment Effective Date”) the Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower, the Administrative Agent, and
the Required Lenders. 
 Paragraph 3. Governing Law; Miscellaneous. Unless otherwise defined in this Amendment,
capitalized terms used herein shall have the meaning set forth in the Loan Agreement. This Amendment (a) shall be governed by, and construed in accordance with, the internal laws of the State of New York; (b) may be executed in any number
of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document, and (c) may be validly executed by facsimile or other electronic
transmission. 
 Paragraph 4. ENTIRE
AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES
RELATING TO THIS SUBJECT MATTER. 
 [remainder of page is
intentionally blank] 







 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers to be effective as of the day and year first above written. 
  

			
	BORROWER:
	
	 RAM ENERGY RESOURCES, INC.,
 a
Delaware corporation

		
	By:	 	 /s/ G. Les Austin

	Name:	 	G. Les Austin
	Title:	 	SR VP & CFO


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	ADMINISTRATIVE AGENT:
	
	 GUGGENHEIM CORPORATE FUNDING LLC,
 a
Delaware limited liability company, as Administrative Agent for the Lenders

		
	By:	 	 /s/ Bill Hagner

	Name:	 	Bill Hagner
	Title:	 	Managing Director


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	 WELLS FARGO FOOTHILL, INC.
 a
California corporation, as Documentation Agent and a Lender

		
	By:	 	 /s/ Gary Forlenza

	Name:	 	Gary Forlenza
	Title:	 	VP


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	WESTLB AG, NEW YORK BRANCH
		
	By:	 	 /s/ Phil Juskorz

	Name:	 	printed name not provided
	Title:	 	printed title not provided
		
	By:	 	 /s/ Jennifer King

	Name:	 	Jennifer King
	Title:	 	Director


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	CAPITAL ONE, N.A.
		
	By:	 	 /s/ Eric Broussard

	Name:	 	Eric Broussard
	Title:	 	Senior Vice President


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	SDAR CAPITAL LLC
		
	By:	 	 /s/ Michael Gross

	Name:	 	Michael Gross
	Title:	 	Chairman and CEO


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	GRAND CENTRAL ASSET TRUST, LHM1 SERIES
		
	By:	 	 /s/ Adam Jacobs

	Name:	 	Adam Jacobs
	Title:	 	Attorney-in-Fact


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	NZC OPPORTUNITIES LLC
		
	By:	 	Guggenheim Investment Management, LLC, as its Collateral Manager
		
	By:	 	 /s/ Stephen D. Sautel

	Name:	 	Stephen D. Sautel
	Title:	 	Senior Managing Director


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	MIDLAND NATIONAL LIFE INSURANCE COMPANY
		
	By:	 	Guggenheim Partners Advisory Company, its agent
		
	By:	 	 /s/ Stephen D. Sautel

	Name:	 	Stephen D. Sautel
	Title:	 	Senior Managing Director


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE
		
	By:	 	Guggenheim Partners Advisory Company, its agent
		
	By:	 	 /s/ Stephen D. Sautel

	Name:	 	Stephen D. Sautel
	Title:	 	Senior Managing Director


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	ORPHEUS FUNDING LLC
		
	By:	 	Guggenheim Investment Management, LLC, its Manager
		
	By:	 	 /s/ Stephen D. Sautel

	Name:	 	Stephen D. Sautel
	Title:	 	Senior Managing Director


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	WellPoint, Inc.
		
	By:	 	Whippoorwill Associates, Inc.
		 	Its Agent and Authorized Signatory
		
	By:	 	 /s/ Shelley F. Greenhaus

	Name:	 	Shelley F. Greenhaus
	Title:	 	Principal


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	Whippoorwill Distressed Opportunity Fund, L.P.
		
	By:	 	Whippoorwill Associates, Inc.
		 	Its Agent and Authorized Signatory
		
	By:	 	 /s/ Shelley F. Greenhaus

	Name:	 	Shelley F. Greenhaus
	Title:	 	Principal


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	Whippoorwill Offshore Distressed Opportunity Fund, Ltd.
		
	By:	 	Whippoorwill Associates, Inc.
		 	Its Agent and Authorized Signatory
		
	By:	 	 /s/ Shelley F. Greenhaus

	Name:	 	Shelley F. Greenhaus
	Title:	 	Principal


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	Whippoorwill Associates, Inc. Profit Sharing Plan
		
	By:	 	Whippoorwill Associates, Inc.
		 	Its Agent and Authorized Signatory
		
	By:	 	 /s/ Shelley F. Greenhaus

	Name:	 	Shelley F. Greenhaus
	Title:	 	Principal


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc. 








			
	President & Fellows of Harvard College
	(Ref. Harvard Special Situations Account)
		
	By:	 	Whippoorwill Associates, Inc.
		 	Its Agent and Authorized Signatory
		
	By:	 	 /s/ Shelley F. Greenhaus

	Name:	 	Shelley F. Greenhaus
	Title:	 	Principal


 Signature Page to First Amendment to Loan Agreement 
 Ram Energy Resources, Inc.