Execution Version

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is dated as of the 26^th day of June, 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 from time to time party thereto 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 have agreed to the amendment set forth herein subject to the terms and conditions set forth herein. Therefore, in consideration of the mutual agreements and other provisions contained herein, the parties hereto agree as follows:

Paragraph 1.

Amendment.

a. Definitions. The following definitions are added or amended, as the case may be, to read as follows:

“Applicable Term Loan B Prepayment Premium” means, as of any date of determination, during the period of time from and after the Closing Date up to (but not including) the date that is the first anniversary of the Closing Date, an amount equal to two percent (2.0%) times the aggregate principal amount of the Term Loan B prepaid (or required to be prepaid) on such date of determination.

“Cash Interest” has the meaning set forth in Section 2.6(d).

“EBITDA” means, for any period, the sum, determined (without duplication) for Borrower and its Subsidiaries, of (i) Consolidated Net Income of Borrower and its Subsidiaries plus (ii) Interest Expense of Borrower and its Subsidiaries for such period to the extent deducted in the determination of Consolidated Net Income of Borrower and its Subsidiaries for such period plus (iii) any capitalized PIK Interest for such period to the extent deducted in the determination of Consolidated Net Income of Borrower and its Subsidiaries for such period plus; (iv) depreciation, amortization, share-based compensation expenses under the RAM Energy Resources, Inc. 2006 Long Term Incentive Plan, and other similar non-cash items (with the exception of non-cash charges that require an accrual or reserve for cash charges for any future period and normally recurring accruals) to the extent deducted in the determination of Consolidated Net Income of Borrower and its Subsidiaries for such period plus (v) all taxes accrued for such period on or measured by income to the extent deducted in the determination of Consolidated Net Income of Borrower and its Subsidiaries for such period plus (vi) all unrealized losses (and minus unrealized gains) related to Hedging Agreements to the extent recognized in the determination of Consolidated Net Income of Borrower and its Subsidiaries for such period plus (vii) settlement payments, costs and expenses directly related to the Sacket Settlement plus (viii) amortized fees, costs and expenses paid by the Borrower under this Agreement, the Fee Letter and the Second Amendment Fee Letter.

“Interest Expense” means, for any period, the sum (determined without duplication) of the aggregate amount of interest expense accruing during such period on Indebtedness of Borrower and its Subsidiaries on a consolidated basis, including the interest portion of payments under capitalized leases and any capitalized interest, but excluding (i) amortization of debt discount and expense and (ii) capitalized PIK Interest.

“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the greater of (i) 1.5% or (ii) the rate per annum determined by Administrative Agent (rounded upwards, if necessary, to the next 1/16%) by dividing (a) the Base LIBOR Rate for such Interest Period, by (b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

“PIK Interest” has the meaning set forth in Section 2.6(d).

“Pricing Grid” means the annualized variable rates set forth below for the Applicable Margin based upon Borrowing Base Utilization, as follows:

Borrowing Base Utilization	Applicable Margin
	LIBOR Rate Loan	Reference Rate Loan
Less than or equal to 50%	2.25%	2.25%
Greater than 50% but less than or equal to 75%	2.50%	2.50%
Greater than 75% but less than or equal to 90%	2.75%	2.75%
Greater than 90%	3.00%	3.00%

provided, however, that the “Applicable Margin” means 3% (a) during the occurrence and continuance of an Event of Default, and (b) if at any time Borrower fails to deliver a Reserve Report pursuant to Section 6.2 (b), until such time as a Reserve Report is delivered.

“Sacket Settlement” means the Court-approved settlement of the class action litigation styled Sacket v. Great Plains Pipeline Company, District Court of Woods County, Oklahoma, Case No. CJ-2002-70 as further described on Exhibit B attached hereto.

Provisions.

(i) Section 2.2(b). Section 2.2(b) of the Loan Agreement is amended to read as follows:

“(b) Scheduled and Interim Redeterminations. The Borrowing Base shall be redetermined semi-annually in accordance with Section 2.2(c)(i) (a “Scheduled Redetermination”), and, subject to Section 2.2(d), such redetermined Borrowing Base shall become effective and applicable to Borrower, Administrative Agent, the Issuing Lender and the Lenders on April 1 and October 1 of each year or otherwise as provided in Section 2.2(d)(i). In addition, Borrower may, by notifying the Administrative Agent thereof, and the Administrative Agent may, at the direction of the Required Revolver Lenders, by notifying Borrower thereof, one time during any 12 month period, each elect to cause the Borrowing Base to be redetermined between Scheduled Redeterminations (an “Interim Redetermination”) in accordance with Section 2.2(c).

(ii) Section 2.4(c)(ii)(E). Section 2.4(c)(ii)(E) of the Loan Agreement is amended to read as follows:

“(E) Immediately, if and to the extent that the Term Loan B exceeds the Term Loan B Commitment, because of the capitalization of PIK Interest under Section 2.6(e) or for any other reason.”

(iii) Section 2.6(d). Section 2.6(d) of the Loan Agreement is amended to read as follows:

“(d) Interest Rate on the Term Loan B. Except as provided in clause (c) above, the Term Loan B shall bear interest (“Cash Interest”) on the average Daily Balance thereof as follows: (i) if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the sum of (A) eight and one-half percent (8.5%), plus (B) the LIBOR Rate; and (ii) otherwise, at a per annum rate equal to the sum of (A) eight and one-half percent (8.5%), plus (B) the Reference Rate (provided that interest shall not accrue on unpaid interest on the Term Loan B prior to the date payment of such interest is due). The Term Loan B shall also, in addition to Cash Interest, bear interest (“PIK Interest”) on the average Daily Balance at a per annum rate equal to two and three-quarters percent (2.75%).”

(iv) Section 2.6(e). Section 2.6(e) of the Loan Agreement is amended by adding the following immediately before the period at the end of the first sentence thereof:

“; provided further that payment of PIK Interest may be deferred at the option of the Borrower (which option shall be deemed exercised on a monthly basis unless Borrower specifically notifies Administrative Agent to the contrary at least two (2) Business Days prior to the first day of any month), in which case on the first day of each month, the unpaid amount of PIK Interest will be capitalized and added to the principal of the Term Loan B, as if advanced as a Term Loan B term loan on such day”.

(v) Section 7.4(c). Section 7.4(c) of the Loan Agreement is amended by replacing “$5,000,000”, with “$10,000,000.”

(vi) Section 7.18(c) and (d). Section 7.18(c) and (d) of the Loan Agreement are amended to read as follows:

“(c) Maximum Leverage. As of the end of any fiscal quarter of the Borrower, a ratio of Total Debt to EBITDA for the four fiscal quarters then ended of equal to or less than:

As Tested on:	Maximum Level
The last day of each March, June, September and December, starting with June 30, 2009 and ending on June 30, 2011	4.75:1.00
September 30, 2011 and thereafter	4.00:1.00

As of the end of any fiscal quarter of Borrower, a ratio of Revolving Advances to EBITDA for the four fiscal quarters then ended of equal to or less than:

As Tested on:	Maximum Level
The last day of each March, June, September and December, starting with June 30, 2009 and ending on June 30, 2011.	2.75:1.00

(d) Asset Coverage Ratio. A ratio of NYMEX Value to Total Debt, tested as of each Redetermination Date and at any time between such dates that the Borrowing Base Entities acquire or dispose of Oil and Gas Properties with an aggregate NYMEX Value equal to or greater than $1,000,000, of more than:

As Tested on:	Minimum Level
Prior to July 1, 2011	1.50:1.00
July 1, 2011 and thereafter	1.75:1.00

For purposes of testing compliance with the Asset Coverage Ratio, NYMEX Value shall be determined based on the NYMEX Price utilized in the then most recent Reserve Report provided by Borrower to the Administrative Agent.

Paragraph 2. Effectiveness.This Amendment shall become effective (i) as of the date set forth in the first paragraph hereof (the “Amendment Effective Date”) with respect to all of the amendments set forth herein other than the amendments to Sections 7.18(c) and (d), and (ii) as of June 30, 2009 with respect to the amendments to Sections 7.18(c) and (d), but in either case subject to the satisfaction or waiver in writing of the following conditions precedent:

c. the Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower, the Administrative Agent, and the Required Lenders.

the payment of the fees set forth in the fee letter dated the date hereof.

the payment of any fees of counsel to the Administrative Agent previously invoiced.

f. the execution and delivery of the Consent, Waiver, Release and Reaffirmation by each Guarantor substantially in the form attached as Exhibit A hereto.

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. Reaffirmation of Representations and Warranties; Additional Representations and Warranties. Borrower, to induce Lenders to enter into this Amendment, hereby reaffirms, as of the date hereof (or as such earlier date as expressly set forth herein), its representations and warranties contained in Section 5 of the Loan Agreement and in all other documents executed pursuant thereto, and represents and warrants as follows:

g. The execution and delivery of this Amendment and the performance by Borrower of its obligations under this Amendment are within Borrower’s power, have been duly authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with (i) any Legal Requirements or (ii) any agreement binding upon Borrower or affecting any of the Collateral; and

h. This Amendment represents the legal, valid and binding obligations of Borrower enforceable in accordance with its terms subject as to enforcement only to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally.

i. The Guarantors listed in the Consent, Waiver, Release and Reaffirmation include each Subsidiary of the Borrowers.

Paragraph 5. Ratification of Liens and Security Interests. Borrower hereby acknowledges and ratifies the existence and priority of the Liens granted by Borrower in favor of lender in and to the Collateral and represents, warrants and covenants that such liens and security interests are valid, existing and in full force and effect.

Paragraph 6. Miscellaneous. This Amendment supersedes all prior agreements (written or oral) between Borrower and Lenders with regard to the subject matters hereof. This Amendment is a Loan Document. Except as affected by this Amendment, the Loan Documents are unchanged and continue in full force and effect. However, in the event of any inconsistency between the terms of the Loan Agreement as amended by this Amendment and any other Loan Document, the terms of the Loan Agreement will control and the other document will be deemed to be amended to conform to the terms of the Loan Agreement. All references to the Loan Agreement will refer to the Loan Agreement as amended by this Amendment. Borrower agrees that all Loan Documents to which it is a party (whether as an original signatory or by assumption of the Obligations) remain in full force and effect and continue to evidence its legal, valid and binding obligations enforceable in accordance with their terms (as the same are affected by this Amendment or are amended in connection with this Amendment). Borrower releases each Lender executing this Amendment (collectively, the “Executing Lenders”) from any liability for actions or failures to act in connection with any of the Loan Documents prior to the date of this Amendment. Any course of dealing among the Borrower or any Lender or any other Person will not be deemed to have altered or amended the Loan Agreement or any Lenders’ right to enforce the Loan Agreement as written. This Amendment will be binding upon and insure to the benefit of each of the undersigned and their respective successors and permitted assigns.

Paragraph 7. Waiver and Release. In consideration of the amendments herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower hereby waives, remises, releases, and forever discharges each Executing Lender, its predecessors and its successors, assigns, affiliates, shareholders, directors, officers, accountants, attorneys, employees, agents, representatives, and servants (collectively, the “Released Parties”) of, from and against any and all claims, actions, causes of action, suits, proceedings, contracts, judgments, damages, accounts, reckonings, executions, and liabilities whatsoever of every name and nature, whether known or unknown, whether or not well founded in fact or in law, and whether in law, at equity, or otherwise, which the undersigned ever had or now has for or by reason of any matter, cause, or anything whatsoever to this date relating to or arising out of the loans, or any of them, or any of the Loan Documents, including without limitation any actual or alleged act or omission of any of the Released Parties with respect to the Loans, or any of them, or any of the Loan Documents, or any security interests, liens, or collateral in connection therewith, or the enforcement of any of such Lender’s rights or remedies thereunder. The terms of this waiver and release shall survive the termination of this Agreement, the Loans, or the Loan Documents and shall remain in full force and effect after the termination of this Agreement

Paragraph 8. 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.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers 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: Senior Vice President and Chief Financial Officer

ADMINISTRATIVE AGENT:

GUGGENHEIM CORPORATE FUNDING LLC,

a Delaware limited liability company, as Administrative Agent for the Lenders

By: /s/ W.R. Hagner

Name: Bill Hagner

Title: Managing Director

WELLS FARGO FOOTHILL, INC.

a California corporation, as Documentation Agent and a Lender

By: /s/ Gary Forlenza

Name: Gary Forlenza

Title: Vice President

WESTLB AG, NEW YORK BRANCH

as Co-Syndication Agent and a Lender

By: /s/ Ian Schottlander

Name: Ian Schottlander

Title: Managing Director

By: /s/ Horst Kleinecke

Name: Horst Kleinecke

Title: Executive Director

CIT MIDDLE MARKET LOAN TRUST III

By: CIT Asset Management, as authorized signatory

By: /s/ David M. Harnisch

Name: David M. Harnisch

Title: Managing Director

CAPITAL ONE, N.A.

By: /s/ Peter Shen

Name: Peter Shen

Title: Assistant Vice President

Capital One Bank, N.A.

AIM FLOATING RATE FUND

By: INVESCO Senior Secured Management, Inc.

As Sub-Adviser

By: /s/ Thomas Ewald

Name: Thomas Ewald

Title: Authorized Signatory

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

BILL & MELINDA GATES FOUNDATION TRUST

C.M. LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Adviser

By: /s/ Geoffrey Takacs

Name: Geoffrey Takacs

Title: Director

BABSON MID-MARKET CLO LTD. 2007-II

BABSON CREDIT STRATEGIS CLO, LTD.

ARTUS LOAN FUND 2007-I, LTD.

By: Babson Capital Management LLC as Collateral

Manager

By: /s/ Geoffrey Takacs

Name: Geoffrey Takacs

Title: Director

BLT 2009-1 LTD.

By: INVESCOSenior Secured Management, Inc.

As Collateral Manager

By: /s/ Thomas Ewald

Name: Thomas Ewald

Title: Authorized Signatory

DK ACQUISITION PARTNERS, L.P.

By: M.H. Davidson & Co., its General Partner

By: /s/ Avi Friedman

Name: Avi Friedman

Title: General Partner

GRAND CENTRAL ASSET TRUST, CAMERON I SERIES

By: /s/ Adam Kaiser

Name: Adam Kaiser

Title: Attorney-in-Fact

KOTONAH V, LTD.

By: INVESCO Senior Secured Management, Inc. as Investment Manager

By: /s/ Thomas Ewald

Name: Thomas Ewald

Title: Authorized Signatory

LIBERTY HARBOR MASTER FUND I, L.P.

By: Goldman Sachs Asset Management, LP, its investment manager

By: /s/ Sandra Stulberger

Name: Sandra L. Stulberger

Title: Authorized Signatory

MIDLAND NATIONAL LIFE INSURANCE COMPANY (Annuity)

By: Guggenheim Partners Asset Management, Inc.

By: /s/ Michael Damaso

Name: Michael Damaso