0000813779-07-000059.txt : 20070821 0000813779-07-000059.hdr.sgml : 20070821 20070821103942 ACCESSION NUMBER: 0000813779-07-000059 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070821 DATE AS OF CHANGE: 20070821 GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS, L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL I, L.P. GROUP MEMBERS: OAKTREE FUND GP I, L.P. GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OCM HOLDINGS I, LLC GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND III GP, LLC GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND III, L.P. 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: 071069749 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 d72602_sc13da.htm


CUSIP NO. 22662K 20 7	Page 1 of 18 Pages

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. 1)*

Crimson Exploration Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

22662K 20

(CUSIP Number)

Todd E. Molz
Managing Director and General Counsel
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28^th Floor
Los Angeles, California 90071
(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 15, 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 §§ 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 § 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).

Continued on following page(s)
Page 1 of 18 Pages


CUSIP NO. 22662K 20 7	Page 2 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17% (1) (2) (3)

14	TYPE OF REPORTING PERSON* OO

(1) Based upon 4,815,280 shares of Common Stock outstanding, in addition to 5,343,479 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 previously defined) and other agreements previously described.

(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!

Continued on following page(s)
Page 2 of 18 Pages


CUSIP NO. 22662K 20 7	Page 3 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares*

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON PN

^* Solely in its capacity as the managing member of OCM GW Holdings, LLC.

Continued on following page(s)
Page 3 of 18 Pages


CUSIP NO. 22662K 20 7	Page 4 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON OO

^* Solely in its capacity as the general partner of OCM Principal Opportunities Fund III, L.P.

Continued on following page(s)
Page 4 of 18 Pages


CUSIP NO. 22662K 20 7	Page 5 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON PN

^* Solely in its capacity as the managing member of OCM Principal Opportunities Fund III GP, LLC.

Continued on following page(s)
Page 5 of 18 Pages


CUSIP NO. 22662K 20 7	Page 6 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON PN

* Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

Continued on following page(s)
Page 6 of 18 Pages


CUSIP NO. 22662K 20 7	Page 7 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON OO

* Solely in its capacity as the general partner of Oaktree Capital I, L.P.

Continued on following page(s)
Page 7 of 18 Pages


CUSIP NO. 22662K 20 7	Page 8 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON OO

* Solely in its capacity as the managing member of OCM Holdings I, LLC.

Continued on following page(s)
Page 8 of 18 Pages


CUSIP NO. 22662K 20 7	Page 9 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON OO

* Solely in its capacity as the managing member of Oaktree Holdings, LLC.

Continued on following page(s)
Page 9 of 18 Pages


CUSIP NO. 22662K 20 7	Page 10 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON PN

* Solely in its capacity as the holder of the majority of voting units of Oaktree Capital Group, LLC.

Continued on following page(s)
Page 10 of 18 Pages


CUSIP NO. 22662K 20 7	Page 11 of 18 Pages


1	NAME OF REPORTING PERSON 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) o (b) o

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)			o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,331,965 shares *

		8	SHARED VOTING POWER:

		9	SOLE DISPOSITIVE POWER: 7,331,965 shares *

		10	SHARED DISPOSITIVE POWER:

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,331,965 shares

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.17%

14	TYPE OF REPORTING PERSON OO

* Solely in its capacity as the general partner of Oaktree Capital Group Holdings, L.P.

Continued on following page(s)
Page 11 of 18 Pages


CUSIP NO. 22662K 20 7	Page 12 of 18 Pages

This Schedule 13D is being filed by the Reporting Persons and amends and supplements Items 3, 4, 5 and 6 to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on or about August 6, 2007 (the “13D”) by the Reporting Persons. Items 1 and 2 remain unchanged. Capitalized terms used herein and not defined have the meanings given to them in the 13D.

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 EXCO Resources, Inc. (“EXCO”). The $5,227,500.00 purchase price paid by OCM GW for EXCO’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 August 15, 2007 (the “Purchase Agreement”), between OCM GW and EXCO, OCM GW purchased 750,000 shares of the Common Stock from EXCO for a purchase price of $5,227,500.00.

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(a) 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.

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, shares of the Issuer’s preferred stock convertible into shares of the Common Stock) and has sole power to vote and dispose of the Issuer’s Common Stock (or, as discussed below, shares of the Issuer’s preferred stock convertible into shares of the Common Stock). OCM GW owns 1,988,486 shares of Common Stock, and has the right to acquire an additional (1) 5,057,764 shares of Common Stock pursuant to conversion of the Series G Preferred Stock, par

Continued on following page(s)
Page 12 of 18 Pages


CUSIP NO. 22662K 20 7	Page 13 of 18 Pages

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 previously disclosed, 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.

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 in Item 5 of the 13D.

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.

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.

Except as set forth herein, Item 5 of the 13D ((a) and (b)), to the knowledge of the Reporting Persons, remains unchanged.

(c) Except as set forth herein to the knowledge of the Reporting Persons, 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 since the filing of the 13D.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer

See Item 4 with respect to the Purchase Agreement. A copy of the Purchase Agreement is attached hereto as Exhibit 99(a). OCM GW, as a result of the acquisition of the shares of Common Stock from EXCO, succeeded to the rights and obligations of EXCO under a Registration Rights Agreement, dated as of May 8, 2007, between the Issuer and EXCO (the “Registration Rights Agreement”). The Registration Rights Agreement provides EXCO and its permitted transferees a limited demand registration right that would require the Company to file one resale registration statement on Form S-3 (or other appropriate form on which the Company is eligible to use) at any time after May 7, 2008 but in no event later than the one year anniversary thereof, in addition to piggyback registration rights, subject to certain limitations. Under the Registration Rights Agreement, the Company is also

Continued on following page(s)
Page 13 of 18 Pages


CUSIP NO. 22662K 20 7	Page 14 of 18 Pages

required to use its best efforts to enable EXCO and its permitted transferees to sell Registrable Securities without registration under the 1933 Act within the limits of Rule 144. The Registration Rights Agreement contains customary registration procedures and indemnification and contribution provisions, and provides for underwriters’ cutbacks and lockups in the event of underwritten offerings. OCM’s rights under the Registration Rights Agreement are in addition to the registration rights set forth in the Shareholders Rights Agreement previously described in the 13D. The description contained in this Item 6 of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is incorporated herein by reference and filed as Exhibit 99(b) hereto.

Except as described above and herein in this Schedule 13D (including the 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)	Purchase Agreement for the Common Stock, dated August 15, 2007, between EXCO and OCM GW

	99(b)	Registration Rights Agreement, dated as of May 8, 2007, between the Company and EXCO (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 15, 2007)

	99(c)	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.

Continued on following page(s)
Page 14 of 18 Pages


CUSIP NO. 22662K 20 7	Page 15 of 18 Pages

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 20, 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

Continued on following page(s)
Page 15 of 18 Pages


CUSIP NO. 22662K 20 7	Page 16 of 18 Pages


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/ Richard Ting

Name:		Richard Ting
Title:		Vice President and Assistant Secretary

OCM HOLDINGS I, LLC

By:	/s/ Todd Molz

Name:		Todd Molz
Title:		Vice President and Secretary

By:	/s/ Richard Ting

Name:		Richard Ting
Title:		Vice President and Assistant Secretary

Continued on following page(s)
Page 16 of 18 Pages


CUSIP NO. 22662K 20 7	Page 17 of 18 Pages


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/ Richard Ting

Name:		Richard Ting
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/ Richard Ting

Name:		Richard Ting
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/ Richard Ting

Name:		Richard Ting
Title:		Senior Vice President

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:	/s/ Todd Molz

Name:		Todd Molz
Title:		Managing Director and General Counsel

By:	/s/ Richard Ting

Name:		Richard Ting
Title:		Senior Vice President

Continued on following page(s)
Page 17 of 18 Pages


CUSIP NO. 22662K 20 7	Page 18 of 18 Pages

Exhibit Index

Name of Exhibit


	99(a)	Purchase Agreement for the Common Stock, dated August 15, 2007, between EXCO and OCM GW

	99(b)	Registration Rights Agreement, dated as of May 8, 2007, between the Company and EXCO (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 15, 2007)

	99(c)	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.

Continued on following page(s)
Page 18 of 18 Pages

EX-99 2 d72602_ex99a.htm EXHIBIT 99A

EXHIBIT 99(a)

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective August 15, 2007, by and between OCM GW Holdings, LLC, a Delaware limited liability company (“Purchaser”), and EXCO Resources, Inc. (“Seller”), a Delaware corporation.

WITNESSETH:

WHEREAS, Seller owns beneficially and of record 750,000 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 750,000 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, 750,000 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 $5,227,500 (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, 44^thFloor, 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.

(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 its 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 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 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 its 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.

(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 it has not and will not solicit or encourage, directly or indirectly, any other person to assert such a claim, and Seller confirms that it 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

(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.

(SIGNATURE PAGES FOLLOW)

(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:

	EXCO RESOURCES, INC.

	By:	/s/ William L. Boeing

		Name: William L. Boeing
		Title: Vice President
		12377 Merit Drive Suite 1700, LB 82 Dallas, Texas 75251

EX-99 3 d72602_ex99c.htm EXHIBIT 99C

EXHIBIT 99(c)

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 20, 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/ Richard Ting

	Name:	Richard Ting
	Title:	Vice President and Assistant Secretary


	OCM HOLDINGS I, LLC

	By:	/s/ Todd Molz

	Name:	Todd Molz
	Title:	Vice President and Secretary

	By:	/s/ Richard Ting

	Name:	Richard Ting
	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/ Richard Ting

	Name:	Richard Ting
	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/ Richard Ting

	Name:	Richard Ting
	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/ Richard Ting

	Name:	Richard Ting
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Todd Molz

	Name:	Todd Molz
	Title:	Managing Director and General Counsel

	By:	/s/ Richard Ting

	Name:	Richard Ting
	Title:	Senior Vice President