-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BN+FRXEkfC64wu9r4SkgKezxjp+7t28vGa6bGicD8Z1IGRwmOw5Ehu1y8OxnetsP axQV+rblMFrFWOq/NultVg== 0001157523-07-007832.txt : 20070806 0001157523-07-007832.hdr.sgml : 20070806 20070803194656 ACCESSION NUMBER: 0001157523-07-007832 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRIMSON EXPLORATION INC. CENTRAL INDEX KEY: 0000813779 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 203037840 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54301 FILM NUMBER: 071025376 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132367400 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST ENERGY INC DATE OF NAME CHANGE: 20010523 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST OIL CO DATE OF NAME CHANGE: 19960515 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST ENERGY INC// DATE OF NAME CHANGE: 19920924 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRIMSON EXPLORATION INC. CENTRAL INDEX KEY: 0000813779 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 203037840 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132367400 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST ENERGY INC DATE OF NAME CHANGE: 20010523 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST OIL CO DATE OF NAME CHANGE: 19960515 FORMER COMPANY: FORMER CONFORMED NAME: GULFWEST ENERGY INC// DATE OF NAME CHANGE: 19920924 SC 13D 1 a5464429.txt CRIMSON EXPLORATION INC. SC 13D SCHEDULE 13D CUSIP NO. 22662K 20 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___)* Crimson Exploration Inc. ------------------------ (Name of Issuer) Common Stock, $0.001 Par Value Per Share ---------------------------------------- (Title of Class of Securities) 22662K 20 7 ----------- (CUSIP Number) Todd E. Molz Managing Director and General Counsel Oaktree Capital Group Holdings GP, LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 (213) 830-6300 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 24, 2007 ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box. [ ] . Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM GW Holdings, LLC - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[X] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 shares SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 shares WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES* - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% (1) (2) (3) - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO ========= ===========================================================================================================
(1) Based upon 4,815,280 shares of Common Stock outstanding, in addition to 5,364,297 shares of Common Stock which may be received upon conversion of securities beneficially owned (or which may be deemed beneficially owned) by the reporting person (See Item 5). (2) Excluding parties to the Omnibus and Release Agreement, the Second Series G Subscription Agreement (as defined in Item 6) and other agreements described herein. (3) Excluding dividends accrued or paid on the Issuer's Series G Preferred Stock and Series H Preferred Stock, respectively, after the date hereof. *SEE INSTRUCTIONS BEFORE FILLING OUT! 2
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Principal Opportunities Fund III, L.P. - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ========= ===========================================================================================================
* Solely in its capacity as the managing member of OCM GW Holdings, LLC. 3
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Principal Opportunities Fund III GP, LLC - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------------------------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ========= ===========================================================================================================
* Solely in its capacity as the general partner of OCM Principal Opportunities Fund III, L.P. 4
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Fund GP I, L.P. - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ========= ===========================================================================================================
* Solely in its capacity as the managing member of OCM Principal Opportunities Fund III GP, LLC. 5
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital I, L.P. - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ========= ===========================================================================================================
* Solely in its capacity as the general partner of Oaktree Fund GP I, L.P. 6
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OCM Holdings I, LLC - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ========= ===========================================================================================================
* Solely in its capacity as the general partner of Oaktree Capital I, L.P. 7
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Holdings, LLC - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ========= ===========================================================================================================
* Solely in its capacity as the managing member of OCM Holdings I, LLC. 8
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group, LLC - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ========= ===========================================================================================================
* Solely in its capacity as the managing member of Oaktree Holdings, LLC. 9
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group Holdings, L.P. - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ========= ===========================================================================================================
* Solely in its capacity as the holder of the majority of voting units of Oaktree Capital Group, LLC. 10
========= =========================================================================================================== NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oaktree Capital Group Holdings GP, LLC - --------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - --------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - --------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - --------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------- ----------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------ ----------- -------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 6,602,783 * SHARES ----------- -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: OWNED BY EACH REPORTING ----------- -------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER: 6,602,783 * WITH ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER: - ------------------------------------------------------------ ----------- -------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,602,783 shares - --------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_| EXCLUDES CERTAIN SHARES - --------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.86% - --------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ========= ===========================================================================================================
* Solely in its capacity as the general partner of Oaktree Capital Group Holdings, L.P. 11 This Schedule 13D is being filed by the Reporting Persons (defined below). The initial filing was made on an amendment no. 4 to Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on or about March 10, 2005 (the "Initial 13D"). Item 1. Security and Issuer This statement relates to the Common Stock, par value $0.001 per share (the "Common Stock"), of Crimson Exploration Inc., a Delaware corporation (the "Issuer" or the "Company"). The address of the principal executive office of the Issuer is 717 Texas Avenue, Suite 2900, Houston, Texas 77002. Item 2. Identity and Background (a)-(c) & (f) This Schedule 13D is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 99(g), by: (1) OCM GW Holdings, LLC, a Delaware limited liability company ("OCM GW"), whose principal business is to hold the shares of Common Stock of the Issuer; (2) OCM Principal Opportunities Fund III, L.P., Delaware limited partnership and the managing member of OCM GW (the "Oaktree Fund"), whose principal business is to generally invest in securities and obligations of other entities over which there is a potential for the Oaktree Fund to exercise significant influence; (3) OCM Principal Opportunities Fund III GP, LLC, a Delaware limited liability company (the "Fund GP"), whose principal business is to serve as, and perform the functions of, the general partner of the Oaktree Fund; (4) Oaktree Fund GP I, L.P., a Delaware limited partnership ("GP I"), whose principal business is to (i) serve as, and perform the functions of, the general partner of certain investment funds or to serve as, and perform the functions of, the managing member of the general partner of certain investment funds or (ii) to act as the sole shareholder of certain controlling entities of certain investment funds; (5) Oaktree Capital I, L.P., a Delaware limited partnership ("Capital I"), whose principal business is to serve as, and perform the functions of, the general partner of GP I and to hold limited partnership interests in GP I; (6) OCM Holdings I, LLC, a Delaware limited liability company ("Holdings I"), whose principal business is to serve as, and perform the functions of, the general partner of Capital I; (7) Oaktree Holdings, LLC, a Delaware limited liability company ("Holdings"), whose principal business is to serve as, and perform the functions of, the managing member of Holdings I; (8) Oaktree Capital Group, LLC, a Delaware limited liability company ("OCG"), whose principal business is to act as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts; (9) Oaktree Capital Group Holdings, L.P., a Delaware limited partnership ("OCGH"), whose principal business is to hold voting interests in OCG and other interests in each of the general partner and investment adviser of certain investment funds and separately managed accounts; and 12 (10) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company ("OCGH GP" and together with OCM GW, Oaktree Fund, the Fund GP, GP I, Capital I, Holdings I, Holdings, OCG and OCGH, collectively, the "Reporting Persons", and each individually, a "Reporting Person"), whose principal business is to serve as, and perform the functions of, the general partner of OCGH. Set forth in the attached Annex A is a listing of the directors, executive officers, members and general partners, as applicable, of each Reporting Person (collectively, the "Covered Persons"), and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen. The principal business address of each of the Reporting Persons and each Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071. (d)-(e) During the last five years, none of the Reporting Persons, or to the best of their knowledge, any Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration See Item 4 for a description of the Purchase Agreement and the purchase by OCM GW of the Issuer's securities from Mr. J. Virgil Waggoner ("Waggoner"). The $8,500,000.00 purchase price paid by OCM GW for Waggoner's securities was obtained from contributions from the Oaktree Fund and an affiliated fund. Item 4. Purpose of Transaction (a) The shares of the Issuer's Common Stock described herein were acquired for investment purposes. Pursuant to a Purchase Agreement dated July 24, 2007 (the "Purchase Agreement"), between OCM GW and Waggoner, OCM GW purchased 1,219,819 shares of the Common Stock from Waggoner for a purchase price of $8,500,000.00. The description contained in this Item 4 of the transactions contemplated by the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated herein by reference and filed as Exhibit 99(f) hereto. (b)-(j) Not applicable The Reporting Persons will continuously evaluate the Issuer's businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional shares of the Issuer's Common Stock will be acquired by OCM GW, the Oaktree Fund or by other affiliated investment funds and accounts or whether OCM GW, the Oaktree Fund or any such other affiliated investment funds and accounts will dispose of shares of the Issuer's Common Stock. At any time, additional shares of Common Stock may be acquired or some or all of the shares of the Issuer's Common Stock beneficially owned by the Reporting Persons may be sold, in either case in the open market, in privately negotiated transactions or otherwise. Other than as described in this Schedule 13D, none of the Reporting Persons or, to their best knowledge, any Covered Persons have any current plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of its ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters in the future and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters. 13 Item 5. Interest in Securities of the Issuer (a) and (b) The information contained on the cover pages of this Schedule 13D is incorporated herein by reference. OCM GW directly holds the Issuer's Common Stock (or, as discussed below, the Issuer's preferred stock into which the Common Stock is convertible) and has sole power to vote and dispose of the Issuer's Common Stock (or, as discussed below, the Issuer's preferred stock into which the Common Stock is convertible). OCM GW owns 1,238,486 shares of Common Stock, and has the right to acquire an additional (1) 5,078,582 shares of Common Stock pursuant to conversion of the Series G Preferred Stock, par value $0.01 per share, of the Company (the "Series G Preferred Stock"), which votes on an as-converted basis with the Common Stock, and (2) 285,715 shares of Common Stock pursuant to conversion of the Series H Preferred Stock, par value $0.01 per share, of the Company (the "Series H Preferred Stock"), which votes on an as-converted basis with the Common Stock. As disclosed in the Initial 13D, as dividends accrue on the Series G Preferred Stock and are paid on the Series H Preferred Stock, OCM GW's beneficial ownership of Common Stock will increase, as accrued dividends on the Series G Preferred Stock are convertible into Common Stock by and the Series H Preferred Stock pays quarterly dividends of Common Stock to the holders thereof. The Series G Preferred Stock provides for an 8% cash dividend, expressed as a percentage of the stock's $500 liquidation value plus accrued and unpaid dividends, which will accrue but not be paid until the dividend owing April 1, 2009 is required to be paid, at which time the Company will commence quarterly dividend payments. Deferred dividends may be paid to the extent the board of directors elects to do so. Accrued dividends on the Series G Preferred Stock may be converted to Common Stock at a conversion price of $9.00 (subject to adjustment for recapitalizations and similar events). Accrued and unpaid deferred dividends are to be paid on liquidation or, at the Company's option, with the consent of the holders affected, at any time. Holders of the Series H Preferred Stock are entitled to quarterly dividends of one share of Common Stock per share of Series H Preferred Stock, or four shares of Common Stock annually per share of Series H Preferred Stock (subject to adjustment for recapitalizations and similar events). The Oaktree Fund, in its capacity as the managing member of OCM GW, has the ability to direct the management of OCM GW's business, including the power to vote and dispose of securities held by OCM GW; therefore, the Oaktree Fund may be deemed to beneficially own the shares of Common Stock of the Issuer held by OCM GW. The Fund GP, in its capacity as the general partner of the Oaktree Fund, has the ability to direct the management of the Oaktree Fund's business, including the power to direct the decisions of the Oaktree Fund regarding the vote and disposition of securities held by OCM GW; therefore, the Fund GP may be deemed to beneficially own the shares of Common Stock of the Issuer held by OCM GW. 14 GP I, in its capacity as the managing member of the Fund GP, has the ability to direct the management of the Fund GP's business, including the power to direct the decisions of the Fund GP regarding the vote and disposition of securities held by OCM GW; therefore, GP I may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by OCM GW. Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I's business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by OCM GW; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by OCM GW. Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I's business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by OCM GW; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by OCM GW. Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I's business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by OCM GW; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by OCM GW. OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings' business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by OCM GW; therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by OCM GW. OCGH, in its capacity as the majority holder of the voting units of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by OCM GW; therefore, OCGH may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by OCM GW. OCGH GP, in its capacity as the managing member of OCGH, has the ability to direct the management of OCGH's business, including the power to direct the decisions of OCGH regarding the vote and disposition of securities held by OCM GW; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer's Common Stock held by OCM GW. With respect to the shares of Common Stock reported herein, each of the Reporting Persons may be deemed to have sole voting and dispositive power or the sole power to direct the vote and disposition of the number of shares of Common Stock which such Reporting Person may be deemed to beneficially own as set forth above. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than OCM GW, that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than OCM GW. 15 As described in Item 6, OCM GW entered into agreements with third parties regarding the Issuer's capital stock in connection with its initial purchase of the Issuer's capital stock. As of the date hereof, to the knowledge of the Reporting Persons, based on 4,815,280 shares of the Common Stock outstanding, Bargus Partnership, Schultes Family Partnership, Richard Schultes and 4-Sibs, LLC, each holds shares of the Series H Preferred Stock convertible into 7,143 shares of the Common Stock and 50, 5,463, 150 and 5,463 shares, respectively, of the Common Stock (in each case, less than 1% of the outstanding shares), and William Jefferys holds 10 shares of Series H Preferred Stock convertible into 1,429 shares of Common Stock and 30 shares of Common Stock (less than 1% of the outstanding shares) (which parties executed, or are successors to parties that executed, the Omnibus and Release Agreement described in Item 6, and continue to hold Series H Preferred Stock). In addition, the purchasers of the Series G Preferred Stock pursuant to the Second Series G Subscription Agreement, described in Item 6, own (or may be deemed to beneficially own) Common Stock in the following amounts and percentages, based on 4,815,280 shares of the Common Stock outstanding (unless otherwise indicated, shares of Common Stock are shares receivable upon conversion of the Series G Preferred Stock held by such person): Allan Keel - 548,734 shares (10.26%, including 39,734 shares issuable upon conversion of the Series G Preferred Stock, 3,000 shares issuable upon exercise of warrants and 486,000 shares upon exercise of options); Robert Blevins - 33,112 (less than 1%); Greg Pipkin - 360,836 shares (6.33% including 33,112 shares issuable upon conversion of the Series G Preferred Stock); Jim Parkman - 33,112 shares (less than 1%); Tom Petrie - 33,112 shares (less than 1%); Jon Hughes - 33,112 shares (less than 1%); Jonathan Linker - 33,112 shares (less than 1%); Tim Saxman - 6,623 shares (less than 1%); Harry Perrin - 2,649 shares (less than 1%); Martha Perrin - 3,312 shares (less than 1%); and Randy King - 33,112 shares (less than 1%). To the knowledge of the Reporting Persons each such shareholder, subject to the transfer restrictions set forth in the Omnibus and Release Agreement and Second Series G Subscription Agreement, has sole power to vote and dispose of the shares held by such shareholder. The Reporting Persons, together with certain other shareholders of the Company referred to herein that are parties to the Omnibus and Release Agreement or any other agreement described herein, may constitute a "group" for purposes of Rule 13d-5 under the Exchange Act with respect to their respective beneficial ownership of the shares of Common Stock at the time of the applicable event requiring disclosure in this Schedule 13D. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of the Common Stock other than any shares reported herein as being held of record by it. The filing of this Schedule 13D shall not constitute an admission that the Reporting Persons and such persons constitute a "group" for purposes of Rule 13d-5 promulgated under the Act. To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock; provided, however, that because of each Covered Persons status as a manager, general partner, director, executive officer or member of a Reporting Person, a Covered Person may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by such Reporting Person. Each of the Covered Persons disclaims beneficial ownership of the shares of the Issuer's Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Covered Person is the beneficial owner of any securities covered by this statement. (c) Except as set forth herein (including with respect to quarterly dividends that have accrued or are payable, or have been paid, in respect of the Series G Preferred Stock and Series H Preferred Stock), to the knowledge of the Reporting Parties, with respect to the other persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. 16 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer Purchase Agreement See Item 4 with respect to the Purchase Agreement. A copy of the Purchase Agreement is attached hereto as Exhibit 99(f). Subscription Agreements As disclosed in the Initial 13D, pursuant to a Subscription Agreement dated February 28, 2005 (the "Series G Subscription Agreement"), between OCM GW and the Company, OCM GW purchased 81,000 shares of Series G Preferred Stock, for a purchase price of $40,500,000. As disclosed in the Initial 13D, pursuant to a Subscription Agreement dated February 28, 2005 (the "Series A Subscription Agreement"), between OCM GW and GulfWest Oil & Gas Company, a wholly owned subsidiary of the Company, OCM GW purchased 2,000 shares of the subsidiary's Series A Cumulative Exchangeable Preferred Stock, par value $0.01 per share, for a purchase price of $1,500,000, which, as disclosed in the Initial 13D, was subsequently exchanged for the Series H Preferred Stock. As disclosed in the Initial 13D, pursuant to a Subscription Agreement dated February 28, 2005 (the "Second Series G Subscription Agreement" and collectively with the Series G Subscription Agreement and Series A Subscription Agreement, the "Subscription Agreements"), OCM GW sold 4,300 shares of Series G Preferred Stock at a price of $500 a share, the same price at which OCM GW acquired the shares, to a limited number of individuals consisting of management and related or affiliated parties. The purchasers of Series G Preferred Stock are subject to a right of first offer in favor of OCM GW, but not with respect to shares of Common Stock received upon conversion, and are required to convert their shares to Common Stock when OCM GW and its affiliates convert their shares into Common Stock in the same proportion as OCM GW and its affiliates. The purchases of the Series G Preferred Stock also have tag-along rights if OCM GW proposes to transfer 10% or more of its Series G Preferred Stock to an unaffiliated third party, and OCM GW has drag-along rights over such purchasers with respect to transfers of Series G Preferred Stock representing over 50% of the voting power of the Issuer's capital stock. Shareholders Rights Agreement As disclosed in the Initial 13D, OCM GW and the Company have entered into a Shareholders Rights Agreement (the "Shareholders Rights Agreement") dated February 28, 2005 providing OCM GW with up to four demand registrations with respect to shares of Series G Preferred Stock and Common Stock (including the shares of Common Stock acquired from Waggoner) upon the request of holders holding 50% or more of the registrable securities on an as converted basis, and unlimited piggyback registration rights. Pursuant to the Shareholders Rights Agreement, OCM GW is entitled to receive monthly financial reports, an annual business plan and operating budget of the Company, periodic filings and other information, in addition to board observation rights. Further, the Shareholders Rights Agreement subjects the Company to various restrictive covenants affecting operation of its business. Under the Shareholders Rights Agreement OCM GW has a right of first refusal to purchase any additional securities proposed to be purchased by a third party from the Company. 17 Omnibus and Release Agreement As disclosed in the Initial 13D, pursuant to an Omnibus and Release Agreement ("Omnibus and Release Agreement"), among OCM GW, the Company and certain shareholders of the Company, dated February 28, 2005, such shareholders are prohibited from (so long as they hold shares of Series H Preferred Stock), directly or indirectly, entering into any swap, option, future, forward or other similar agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Series H Preferred Stock or Common Stock, although such holders may sell the Common Stock or the Series H Preferred Stock. OCM GW and its affiliates have a right of first refusal to acquire any Series H Preferred Stock if a third party offers to acquire that stock, and the signatories to the Omnibus and Release Agreement have certain piggyback registration rights. The restrictions imposed upon the shareholders of the Company that have executed the Omnibus and Release Agreement (or their successors) do not apply to shares of Common Stock owned by these shareholders, whether received upon conversion of the Series H Preferred Stock or otherwise, except as disclosed above. OCM GW waived these transfer restrictions with respect to Waggoner, as he was also a party to the Share Transfer Restriction Agreement described below. The description contained in this Item 6 of the various agreements summarized above are qualified in their entirety by reference to the full text of such agreements, which are incorporated herein by reference and filed as exhibits hereto. Share Transfer Restriction Agreement and Irrevocable Proxy As disclosed in the Initial 13D, Waggoner has entered into a Share Transfer Restriction Agreement, dated February 28, 2005 (the "Share Transfer Restriction Agreement") with OCM GW, pursuant to which he agreed to deliver to OCM GW an Irrevocable Proxy (the "Proxy") coupled with an interest with respect to his shares of Common Stock and preferred stock. The Proxy and the restrictions on disposition in the Share Transfer Restriction Agreement have terminated in accordance with their terms. Fund GP, as the general partner of the Oaktree Fund, has a carried interest in the Oaktree Fund. Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the securities of the Issuer currently owned by OCM GW. Item 7. Material to be filed as Exhibits 99(a) Subscription Agreement for the Series G Preferred Stock, dated February 28, 2005, between OCM GW and the Company (incorporated by reference to the exhibits to the Initial 13D) 99(b) Subscription Agreement for the Series A Preferred Stock, dated February 28, 2005, between OCM GW and the Company (incorporated by reference to the exhibits to the Initial 13D) 99(c) Subscription Agreement for the Series A Preferred Stock, dated February 28, 2005, among OCM GW and certain individuals identified on the signature page thereto (incorporated by reference to the exhibits to the Initial 13D) 99(d) Shareholders Rights Agreement, dated February 28, 2005, between OCM GW and the Company (incorporated by reference to the exhibits to the Initial 13D) 18 99(e) Omnibus and Release Agreement, dated February 28, 2005, among the Company, OCM GW and certain of the shareholders of the Company (incorporated by reference to the exhibits to the Initial 13D) 99(f) Purchase Agreement for the Common Stock, dated July 24, 2007, between Waggoner and OCM GW 99(g) A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. 19 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct. Dated as of August 3, 2007 OCM GW HOLDINGS, LLC By: OCM Principal Opportunities Fund III, L.P. Its: Managing Member By: OCM Principal Opportunities Fund III GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce ---------------------------------- Name: Adam Pierce Title: Authorized Signatory OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. By: OCM Principal Opportunities Fund III GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce ---------------------------------- Name: Adam Pierce Title: Authorized Signatory 20 OCM PRINCIPAL OPPORTUNITIES FUND III, GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce ---------------------------------- Name: Adam Pierce Title: Authorized Signatory OAKTREE FUND GP I, L.P. By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce ---------------------------------- Name: Adam Pierce Title: Authorized Signatory OAKTREE CAPITAL I, L.P. By: OCM Holdings I, LLC Its: General Partner By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Vice President and Secretary By: /s/ Lisa Arakaki ---------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OCM HOLDINGS I, LLC By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Vice President and Secretary By: /s/ Lisa Arakaki ---------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary 21 OAKTREE HOLDINGS, LLC By: Oaktree Capital Group, LLC Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Senior Vice President and Secretary By: /s/ Lisa Arakaki ---------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OAKTREE CAPITAL GROUP, LLC By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Senior Vice President and Secretary By: /s/ Lisa Arakaki ---------------------------------- Name: Lisa Arakaki Title: Vice President and Assistant Secretary OAKTREE CAPITAL GROUP HOLDINGS, L.P. By: Oaktree Capital Group Holdings GP, LLC Its: General Partner By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Managing Director and General Counsel By: /s/ John Frank --------------------------------- Name: John Frank Title: Manager and Managing Principal OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Managing Director and General Counsel By: /s/ John Frank --------------------------------- Name: John Frank Title: Manager and Managing Principal 22 ANNEX A Oaktree Capital Group Holdings GP, LLC - -------------------------------------- The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below. Name Principal Occupation - ---- -------------------- Howard S. Marks Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P. Bruce A. Karsh President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P. John B. Frank Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P. David M. Kirchheimer Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Group, L.P. Sheldon M. Stone Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. D. Richard Masson Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. Larry W. Keele Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. Stephen A. Kaplan Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. Kevin L. Clayton Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. 23 Oaktree Capital Group Holdings, L.P. - ------------------------------------ The general partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP, LLC. There are no executive officers and directors appointed at Oaktree Capital Group Holdings, L.P. Oaktree Capital Group, LLC - -------------------------- The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below. Name Principal Occupation - ---- -------------------- Howard S. Marks Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P. Bruce A. Karsh President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P. John B. Frank Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P. David M. Kirchheimer Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer, Chief Administrative Officer and Principal of Oaktree Capital Group, L.P. Sheldon M. Stone Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. D. Richard Masson Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. Larry W. Keele Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. Stephen A. Kaplan Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. Kevin L. Clayton Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P. 24 Oaktree Holdings, LLC - --------------------- The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. There are no executive officers and directors appointed at Oaktree Holdings, LLC. OCM Holdings I, LLC - ------------------- The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The name and principal occupation of each of the executive officers of OCM Holdings I, LLC are listed below. Name Principal Occupation - ---- -------------------- Howard S. Marks Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P. Bruce A. Karsh President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P. Oaktree Capital I, L.P. - ----------------------- OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P. There are no executive officers or directors appointed at Oaktree Capital I, L.P. Oaktree Fund GP I, L.P. - ----------------------- Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P. There are no executive officers or directors appointed at Oaktree Fund GP I, L.P. OCM Principal Opportunities Fund III GP, LLC - -------------------------------------------- Oaktree Fund GP I, L.P. is the managing member of OCM Principal Opportunities Fund III GP, LLC. There are no executive officers or directors appointed at OCM Principal Opportunities Fund III GP, LLC. OCM Principal Opportunities Fund III, L.P. - ------------------------------------------ OCM Principal Opportunities Fund III GP, LLC is the general partner of OCM Principal Opportunities Fund III, L.P. There are no executive officers or directors appointed at OCM Principal Opportunities Fund III, L.P. OCM GW Holdings, LLC - -------------------- OCM Principal Opportunities Fund III, L.P. is the managing member of OCM GW Holdings, LLC. There are no executive officers or directors appointed at OCM GW Holdings, LLC. 25 Exhibit Index ------------- Name of Exhibit - --------------- 99(a) Subscription Agreement for the Series G Preferred Stock, dated February 28, 2005, between OCM GW and the Company (incorporated by reference to the exhibits to the Initial 13D) 99(b) Subscription Agreement for the Series A Preferred Stock, dated February 28, 2005, between OCM GW and the Company (incorporated by reference to the exhibits to the Initial 13D) 99(c) Subscription Agreement for the Series A Preferred Stock, dated February 28, 2005, among OCM GW and certain individuals identified on the signature page thereto (incorporated by reference to the exhibits to the Initial 13D) 99(d) Shareholders Rights Agreement, dated February 28, 2005, between OCM GW and the Company (incorporated by reference to the exhibits to the Initial 13D) 99(e) Omnibus and Release Agreement, dated February 28, 2005, among the Company, OCM GW and certain of the shareholders of the Company (incorporated by reference to the exhibits to the Initial 13D) 99(f) Purchase Agreement for the Common Stock, dated July 24, 2007, between Waggoner and OCM GW 99(g) A written agreement relating to the filing of the joint acquisition statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. 26 EX-99 2 a5464429ex99f.txt EXHIBIT 99(F) EXHIBIT 99(f) PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into effective July 24, 2007, by and between OCM GW Holdings, LLC, a Delaware limited liability company ("Purchaser"), and J. Virgil Waggoner ("Seller"). WITNESSETH: WHEREAS, Seller owns beneficially and of record 1,645,152 shares of the Common Stock, par value $0.001 per share (the "Common Stock"), of Crimson Exploration Inc. (the "Company"); and WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller 1,219,819 shares of the Common Stock, and on the date set forth above, Seller has committed to sell, and Purchaser has committed to buy, such shares. NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows: 1. Sale of Stock. Subject to the terms and conditions of this Agreement, and the representations and warranties herein contained, Seller hereby agrees to sell, and Purchaser hereby agrees to purchase, 1,219,819 shares of Common Stock (the "Common Shares") for the consideration hereinafter described. The aggregate purchase price to be paid by Purchaser and received by Seller for the Common Shares shall be $8,500,000.00 (the "Purchase Price") payable in accordance with Section 2(A). 2. Closing. (A) Closing Date; Payment of Purchase Price. The closing (the "Closing") shall take place at the offices of Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana Street, 44th Floor, Houston, Texas 77002. The date of the Closing shall be the date hereof and shall herein be referred to as the "Closing Date." The Purchase Price shall be payable to Seller at the Closing in the form of wire transfers or other method as may reasonably acceptable to Seller of immediately available funds in the appropriate amount by Purchaser to the account of Seller, written notice of which account shall have been provided to Purchaser. (B) Seller's Closing Documents; Purchaser's Closing Documents. Seller shall deliver, or cause to be delivered, to Purchaser at Closing stock certificate(s) for the Common Shares purchased hereunder accompanied by appropriate stock transfer powers duly executed by Seller against delivery of the Purchase Price to Seller. At or prior to Closing Seller shall, in addition, execute and deliver to Purchaser a Certificate of Non-Foreign Status in the Form of Exhibit A and a Form W-9, Request For Taxpayer Identification Number and Certification. 3. Representations, Warranties and Covenants of Purchaser. Purchaser hereby represents and warrants and covenants to Seller as of the Closing Date, as follows: (A) Purchaser has the relevant entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of Purchaser's obligations hereunder and the consummation of the transactions contemplated herein. 27 (B) (i) Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"); (ii) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of Purchaser's investment in the Company and it is able financially to bear the risks thereof; (iii) Purchaser has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the Common Shares to be purchased by Purchaser under this Agreement; (iv) Purchaser further has had an opportunity to ask questions and receive answers regarding the Common Shares and to obtain additional information necessary to verify any information furnished to Purchaser or to which Purchaser had access; and (v) the Common Shares being purchased by Purchaser are being acquired for Purchaser's own account for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act. (C) Purchaser understands that (i) the Common Shares have not been registered under the Securities Act because of their sale in a transaction exempt from the registration requirements of the Securities Act, (ii) the Common Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, and (iii) the Common Shares bear the appropriate legend required by the Securities Act. 4. Representations and Warranties of Seller. Seller represents and warrants to Purchaser as of the Closing Date, as follows: (A) Seller has valid and marketable title to the Common Shares and has the legal right and power, and all authorizations and approvals required by law or otherwise, to execute this Agreement, to sell, transfer and deliver the Common Shares and to perform his other obligations hereunder. (B) Delivery of the Common Shares will pass marketable title to the Common Shares to Purchaser, free and clear of any security interests, claims, liens or other encumbrances whatsoever. (C) Seller has taken all actions necessary to authorize the execution and delivery of the Agreement, the performance of Seller's obligations hereunder, and the consummation of the transactions contemplated herein. (D) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with, result in a breach or violation of any of the terms or provisions of, or constitute (or with due notice or lapse of time or both would constitute) a default under, or give rise to any right of termination, acceleration or cancellation under, any indenture, agreement, contract, license, arrangement, understanding, evidence of indebtedness, note, lease or other instrument to which Seller or any of his properties is bound, (ii) result in the violation of any statute, law, order, rule or regulation applicable to Seller of any court or of any regulatory body or administrative agency or other governmental body having jurisdiction, or (iii) require any consent, approval, notification, waiver or other similar action from any third party. (E) (i) Seller is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; (ii) Seller has received or has had full access to all the information it considers necessary or appropriate to make an informed decision with respect to the Company and the sale of the Common Shares to Purchaser under this Agreement; and (iii) Seller has had an opportunity to ask questions and receive answers regarding the Company and to obtain additional information necessary to verify any information furnished to Seller or to which Seller had access. 5. Acknowledgements by Seller. 28 (A) Seller acknowledges and agrees that Purchaser has informed Seller that Purchaser (i) as of the date hereof owns a majority of the Company's outstanding shares of Series G Convertible Preferred Stock, par value $0.01 per share (the "Series G Preferred Stock"), and as a result has exercised the right to elect a majority of the Company's board of directors through majority ownership of the Series G Preferred Stock, and that Purchaser controls a majority of voting power with respect to matters on which the Common Stock is entitled to vote except with respect to elections of directors (in which case Purchaser has the right to elect a majority of such directors as majority holder of the Series G Preferred Stock), and is party to a Shareholders Rights Agreement, dated February 28, 2005, with the Company, and (ii) may be in possession of material non-public information relating to the Company (including financial projections, future capital expenditures, acquisitions, financings or other transactions, production volumes, reserves, current and future projects and business strategy) and that it is not at liberty to disclose such information, and has not disclosed and will not disclose any such information, and Seller acknowledges such non-disclosure. (B) Seller hereby irrevocably and unconditionally waives and releases Purchaser and its affiliates and their respective officers, directors, members, managers, equityholders, agents, attorneys and employees from all claims that Seller might have (whether for damages, recission or any other relief) based on Purchaser's possession or non-disclosure of material, non-public information as contemplated in Section 5(A). Seller represents and warrants that he has not and will not solicit or encourage, directly or indirectly, any other person to assert such a claim, and Seller confirms that he understands the significance of the foregoing waiver. 6. Miscellaneous. (A) Survival. Except as otherwise set forth herein, the representations, warranties, covenants, acknowledgements and obligations of the parties hereto contained in this Agreement shall survive the Closing. (B) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. (C) Amendment; Waiver. This Agreement may not be amended or modified, and no provisions hereof may be waived, without the written consent of the parties hereto. (D) Notices. Any notice or other communication required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed given under this Agreement on the earliest of: (a) the date of personal delivery, (b) the date of transmission by facsimile, with confirmed transmission and receipt, (c) two days after deposit with a nationally-recognized courier or overnight service such as Federal Express, or (d) five days after mailing via certified mail, return receipt requested. All notices not delivered personally or by facsimile will be sent with postage and other charges prepaid and properly addressed to the party to be notified at the address set forth for such party: (i) If to Purchaser: c/o Oaktree Capital Management, LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 Attention: B. James Ford Telecopier: (213) 830-6394 29 (ii) If to Seller, at the address set forth on the signature page hereto. (E) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is adjudged by a court, governmental body, arbitrator not to be enforceable in accordance with its terms, the parties agree that the court, governmental body, arbitrator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced. (F) No Third Party Beneficiaries. Except as otherwise set forth in this Agreement, all representations, warranties, covenants, acknowledgements and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person not a party to this Agreement. (G) Representations and Warranties Exclusive. ALL REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE, AND ARE GIVEN IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Each of Seller and Purchaser acknowledge that no other representations or warranties, express or implied, have been made with respect to the Company or the purchase and sale of the Common Shares by the other party hereto or any of their respective officers, directors, employees, agents or affiliates other than as are expressly set forth in this Agreement, and that neither Seller nor Purchaser is relying on any representations or warranties, express or implied, not expressly set forth in this Agreement. (H) Governing Law. This Agreement and the performance of the transactions and the obligations of the parties hereunder will be governed by and construed and enforced in accordance with the laws of the State of Texas, without giving effect to any choice of law principles. (I) Descriptive Headings. The section and subsection headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. (J) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Execution and delivery of a counterpart hereof by facsimile or electronic transmission (.pdf) shall be effective as execution and delivery of a manually executed and delivered counterpart hereof. (K) Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or any other agreement or document to be executed or delivered pursuant hereto, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and disbursements in addition to any other relief to which such party may be entitled. (L) Further Assurances. If any further action is necessary or reasonably desirable to carry out this Agreement's purposes, each party will take such further action (including executing and delivering any further instruments and documents and providing any reasonably requested information) as the other party reasonably may request. 30 (M) Joinder of Spouses. The spouse of Seller has joined in the execution and delivery of this Agreement for the express purpose of binding her community property interests, if any, in the Common Shares. (SIGNATURE PAGES FOLLOW) 31 (PURCHASE AGREEMENT SIGNATURE PAGE) IN WITNESS WHEREOF, the parties have executed this Agreement on and as of the date first written above. PURCHASER: OCM GW HOLDINGS, LLC By: OCM Principal Opportunities Fund III, L.P., its managing member By: OCM Principal Opportunities Fund III GP, LLC, its general partner By: Oaktree Fund GP I, L.P. its managing member By: /s/ B. James Ford ---------------------------------------- Name: B. James Ford/Managing Director Title: Authorized Signatory By: /s/ Adam Pierce ---------------------------------------- Name: Adam Pierce/Assistant Vice President Title: Authorized Signatory (PURCHASE AGREEMENT SIGNATURE PAGE) SELLER: /s/ J. Virgil Waggoner ------------------------------------------- J. Virgil Waggoner, individually 6605 Cypresswood Drive, Suite 250 Spring, Texas 77379 /s/ Mrs. J. Virgil Waggoner ------------------------------------------- [Spouse] EX-99 3 a5464429ex99g.txt EXHIBIT 99(G) EXHIBIT 99(g) JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated as of August 3, 2007. OCM GW HOLDINGS, LLC By: OCM Principal Opportunities Fund III, L.P. Its: Managing Member By: OCM Principal Opportunities Fund III GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce --------------------------------- Name: Adam Pierce Title: Authorized Signatory OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. By: OCM Principal Opportunities Fund III GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce --------------------------------- Name: Adam Pierce Title: Authorized Signatory OCM PRINCIPAL OPPORTUNITIES FUND III, GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce --------------------------------- Name: Adam Pierce Title: Authorized Signatory OAK TREE FUND GP I, L.P. By: Oaktree Fund GP I, L.P. Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Authorized Signatory By: /s/ Adam Pierce --------------------------------- Name: Adam Pierce Title: Authorized Signatory OAKTREE CAPITAL I, L.P. By: OCM Holdings I, LLC Its: General Partner By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Vice President and Secretary By: /s/ Lisa Arakaki --------------------------------- Name: Adam Pierce Title: Vice President and Assistant Secretary OCM HOLDINGS I, LLC By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Vice President and Secretary By: /s/ Lisa Arakaki --------------------------------- Name: Adam Pierce Title: Vice President and Assistant Secretary OAKTREE HOLDINGS, LLC By: Oaktree Capital Group, LLC Its: Managing Member By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Senior Vice President and Secretary By: /s/ Lisa Arakaki --------------------------------- Name: Adam Pierce Title: Vice President and Assistant Secretary OAKTREE CAPITAL GROUP, LLC By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Senior Vice President and Secretary By: /s/ Lisa Arakaki --------------------------------- Name: Adam Pierce Title: Vice President and Assistant Secretary OAKTREE CAPITAL GROUP HOLDINGS, L.P. By: Oaktree Capital Group Holdings GP, LLC Its: General Partner By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Managing Director and General Counsel By: /s/ John Frank --------------------------------- Name: John Frank Title: Manager and Managing Principal OAKTREE CAPITAL GROUP HOLDINGS GP, LLC By: /s/ Todd Molz --------------------------------- Name: Todd Molz Title: Managing Director and General Counsel By: /s/ John Frank --------------------------------- Name: John Frank Title: Manager and Managing Principal -----END PRIVACY-ENHANCED MESSAGE-----