exhibit61808.htm


    
      

    


    FIFTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
Fifth Amendment to Amended and Restated Credit Agreement (hereinafter referred
to as the “Amendment”) executed
as of June 13, 2008, by and among Clayton Williams Energy Inc., a Delaware
corporation (“CWEI”), Southwest
Royalties, Inc. (successor by merger to CWEI-SWR, Inc.), a Delaware corporation
(“SWR”, and
together with CWEI and each of their respective successors and permitted
assigns, the “Borrowers” and each a
“Borrower”),
Warrior Gas Co., a Texas corporation (“Warrior”), CWEI
Acquisitions, Inc. a Delaware corporation (“CWEI Acquisitions”),
Romere Pass Acquisition L.L.C., a Delaware limited liability company (“Romere”), CWEI Romere
Pass Acquisition Corp., a Delaware corporation (“Romere Corp”), Blue
Heel Company, a Delaware corporation (“Blue Heel”), and
Tex-Hal Partners, Inc., a Delaware corporation (“Tex-Hal,” and
together with Warrior, CWEI Acquisitions, Romere, Romere Corp and Blue Heel and
each of their successors and permitted assigns, the “Guarantors” and each
a “Guarantor”),
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A. (Illinois)), a
national banking association (“JPMorgan Chase”),
each of the financial institutions which is a party hereto (as evidenced by the
signature pages to this Amendment) or which may from time to time become a party
to the Agreement pursuant to the provisions of Section 14.3
thereof or any successor or permitted assignee thereof (hereinafter collectively
referred to as “Lenders”, and
individually, “Lender”), JPMorgan
Chase, as Administrative Agent (in its capacity as Administrative Agent and
together with its successors in such capacity, “Administrative
Agent”).  Capitalized terms used but not defined in this
Amendment have the meanings assigned to such terms in that certain Amended and
Restated Credit Agreement dated as of May 21, 2004, by and among Borrowers,
Guarantors, Administrative Agent and Lenders (as amended, supplemented or
otherwise modified from time to time, the “Agreement”).

     

    WITNESSETH:

     

    WHEREAS, the Borrowers and the
Guarantors have requested, among other things, that the Lenders (or at least the
required percentage thereof) reaffirm the Borrowing Base at $250,000,000 until
the next redetermination, and that the Administrative Agent and the Lenders
amend the Agreement to increase the maximum permitted amount of other
Investments to $5,000,000 and extend the Facility Termination Date;
and

     

    WHEREAS, the Administrative
Agent and the Lenders have agreed to do so on the terms and conditions
hereinafter set forth.

     

    NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the Borrowers, the Guarantors, the Administrative
Agent and the Lenders, hereby agree as follows:

     

    SECTION
1. Amendments to the
Agreement.  Subject to the satisfaction or waiver in writing of
each condition precedent set forth in Section 4 hereof, and
in reliance on the representations, warranties, covenants and agreements
contained in this Amendment, the Agreement shall be amended in the manner
provided in this Section
1.

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Page 1

          65179745.4

        

        
          

        

      

      
        
        

      

    

    1.1 Cover Page.  The
cover page of the Agreement shall be and it hereby is amended by replacing BANK
ONE, NA with JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, N.A.
(Illinois)) and by replacing BANK ONE CAPITAL MARKETS, INC. with J.P.MORGAN
SECURITIES INC.

     

    1.2 Amended Definitions. Article I of the
Agreement shall be and it hereby is amended by amending and restating the
following definition to read in its entirety as follows:

     

    “Facility
Termination Date” means May 21, 2012.

     

    1.3 Additional Definitions. Article I of the
Agreement shall be and it hereby is amended by adding the following definition
in the correct alphabetical order:

     

    “Fifth
Amendment Effective Date” means June 13, 2008.

     

    1.4 Investments and
Acquisitions.  Clause (v) of Section 8.15 of the
Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    (v)           Investments
by any Borrower consisting of Rate Management Transactions entered into with
Approved Counterparties in the ordinary course of business and not for
speculative purposes; provided that such Rate Management Transactions (a)
commencing January 1, 2009, would not cause the aggregate notional amount of
Hydrocarbons under all Rate Management Transactions then in effect for any month
in the forthcoming three (3) year period to exceed eighty percent (80%) of the
“forecasted production from proved reserves” (as defined below) of CWEI and its
Material Domestic Subsidiaries for such month; provided that no Borrower may
enter into any Rate Management Transactions (other than those entered into prior
to the Fifth Amendment Effective Date) that hedge the production of Hydrocarbons
in respect of any month during the period from the Fifth Amendment Effective
Date through and including December 31, 2008, (b) together with any other
Rate Management Transactions then in effect for the purpose of hedging
Borrowers’ interest rate exposure would not cause the notional amount of all
such Rate Management Transactions then in effect for such purpose to exceed one
hundred percent (100%) of the total Consolidated Funded Indebtedness of
Borrowers projected to be outstanding for any period covered by such Rate
Management Transaction, or (c) are for the purpose of hedging the foreign
currency risk associated with the Credit Parties’ operations, if any. As used in
this clause (v) of Section 8.15, “forecasted production from proved
reserves” means the forecasted production of Crude Oil and Natural Gas as
reflected in the most recent Reserve Report delivered to the Administrative
Agent pursuant to clause (iii) of Section 8.1, after giving effect to any
pro forma adjustments for the consummation of any acquisitions or dispositions
since the effective date of such Reserve Report.

     

    1.5 Investments and
Acquisitions.  Clause (x) of Section 8.15 of the
Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    (x)           Other
Investments not otherwise described in clauses (i) through (ix) above; provided
that, the aggregate amount of all other Investments made pursuant to this clause
(x) outstanding at any time shall not exceed $5,000,000 (calculated based on the
original cost of such Investment).

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Page 2

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    1.6 Notices.  Clause (c)
of Section 15.1
shall be and it hereby is amended in its entirety to read as
follows:

     

    (c)           in
the case of the Administrative Agent, to JPMorgan Chase Bank, N.A., Mail Code
TX1-2448, 2200 Ross Avenue, Third Floor, Dallas, Texas  75201,
Telecopy No.: (214) 965-3280, Attention: Wm. Mark Cranmer,

     

    1.7 Reaffirmation of Borrowing
Base.  This Amendment shall constitute a notice of
reaffirmation of the Borrowing Base pursuant to Section 4.6 of the
Agreement and Administrative Agent hereby notifies Borrowers that, as of the
Fifth Amendment Effective Date, the Borrowing Base shall continue to be
$250,000,000 until the next redetermination of the Borrowing Base pursuant to
Article IV of
the Agreement.

     

    1.8 JPMorgan Chase as Successor to Bank
One.  With respect to the Agreement and the other Loan
Documents, the defined terms “Agent”, “Administrative Agent”, “Bank One, N.A.”
and “Bank One” shall be deemed to mean JPMorgan Chase Bank, N.A. (successor by
merger to Bank One, N.A. (Illinois)) and its successors and
assigns.

     

    1.9 Amendment to Annex
A.  Annex A of the
Agreement shall be and it hereby is amended in it entirety by substituting Annex A attached
hereto.

     

    1.10 Amendment to Schedule
6.8.  Schedule 6.8 of the
Agreement shall be and it hereby is amended in it entirety by substituting Schedule 6.8 attached
hereto

     

    SECTION
2. New Lender and Reallocation of
Commitments and Loans.  The Lenders have agreed among
themselves to reallocate their respective Commitments and to, among other
things, allow Frost Bank, to become a party to the Agreement as a Lender (the
“New Lender”)
by acquiring an interest in the Aggregate Commitment.  Administrative
Agent and the Borrowers hereby consent to such reallocation and the New Lender’s
acquisition of an interest in the Aggregate Commitment.  On the
effective date of this Amendment and after giving effect to such reallocation of
the Aggregate Commitment, the Commitment of each Lender shall be as set forth on
Annex A of this
Amendment.  With respect to such reallocation, the New Lender shall be
deemed to have acquired the Commitment allocated to it from each of the other
Lenders pursuant to the terms of the Assignment and Assumption Agreement
attached as Exhibit C to the
Agreement as if the New Lender and the other Lenders
had executed an Assignment and Assumption Agreement with respect to such
allocation.  The Borrowers and Administrative Agent hereby consent to
such assignment to the New Lender.

     

    SECTION
3. Consent and Reaffirmation of
Guarantors.  By their execution hereof, each Guarantor hereby
(i) acknowledges receipt of this Amendment, (ii) consents to the Borrowers’
execution and delivery hereof; (iii) agrees to be bound hereby; (iv) affirms
that nothing contained therein shall modify in any respect whatsoever its
guaranty of the obligations of the Borrowers to Lenders pursuant to the terms of
its Guaranty in favor of Administrative Agent and the Lenders and (v) reaffirms
that its Guaranty is and shall continue to remain in full force and
effect.

     

    SECTION
4. Conditions.  The
amendments to the Agreement contained in Section 1 of this
Amendment shall be effective upon the satisfaction of each of the conditions set
forth in this Section
4.

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Page 3

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    4.1 Execution and
Delivery.  Each Borrower and each Guarantor shall have executed
and delivered this Amendment.

     

    4.2 Representations and
Warranties.  The representations and warranties of each
Borrower under the Agreement, as amended by the Amendment are true and correct
in all material respects as of such date, as if then made (except to the extent
that such representations and warranties relate solely to an earlier
date).

     

    4.3 No Event of
Default.  No Event of Default shall have occurred and be
continuing nor shall any event have occurred or failed to occur which, with the
passage of time or service of notice, or both, would constitute an Event of
Default.

     

    4.4 Payment of Fee.  The
Borrower shall have paid to the Administrative Agent for the benefit of the
Lenders (including the New Lender), an upfront fee of .25% on the $250,000,000
Borrowing Base amount, payable in immediately available funds, which fee has
been fully earned and is non-refundable, to be shared pro rata with any Lender
that has a Commitment (including the New Lender) based on the percentage of such
Lender’s respective Commitment (including the amount of the New Lender’s
Commitment).

     

    4.5 Assignment and
Assumption.  Comerica Bank shall have executed and
delivered an Assignment and Assumption Agreement to each of Natixis and Frost
Bank pursuant to which Comerica Bank shall have assigned all of its interest in
and to its rights and obligations as a Lender to Natixis and Frost Bank in the
proportions set forth therein.

     

    4.6 Other
Documents.  The Administrative Agent shall have received such
other instruments and documents incidental and appropriate to the transaction
provided for herein as the Administrative Agent or its special counsel may
reasonably request, and all such documents shall be in form and substance
satisfactory to the Administrative Agent.

     

    SECTION
5. Representations and Warranties of
Borrowers.  To induce the Lenders to enter into this Amendment,
the Borrowers hereby represent and warrant to the Lenders as
follows:

     

    5.1 Reaffirmation of Representations and
Warranties/Further Assurances.  After giving effect to the
amendments herein, each representation and warranty of any Borrower or any
Guarantor contained in the Agreement or in any of the other Loan Documents is
true and correct in all material respects on the date hereof (except to the
extent such representations and warranties relate solely to an earlier
date).

     

    5.2 Corporate Authority; No
Conflicts.  The execution, delivery and performance by each
Borrower and each Guarantor (to the extent a party hereto or thereto) of this
Amendment and all documents, instruments and agreements contemplated herein are
within each such Borrower’s or such Guarantor’s corporate or other
organizational powers, have been duly authorized by necessary action, require no
action by or in respect of, or filing with, any court or agency of government
and do not violate or constitute a default under any provision of any applicable
law or other agreements binding upon any Borrower or any Guarantor or result in
the creation or imposition of any Lien upon any of the assets of any Borrower or
any Guarantor except for Permitted Liens and otherwise as permitted in the
Agreement.

     

    
      
        
        

      

      
        
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    5.3 Enforceability.  This
Amendment constitutes the valid and binding obligation of each Borrower and each
Guarantor enforceable in accordance with its terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditor’s rights generally, and (ii) the availability of equitable
remedies may be limited by equitable principles of general
application.

     

    SECTION
6. Miscellaneous.

     

    6.1 Limited Waiver.  The
Borrowers have advised the Lenders that they are currently in default under
Section 9.3 of
the Agreement as a result of the aggregate notional amount of Hydrocarbons under
all Rate Management Transactions now in effect exceeding eighty percent (80%) of
the “forecasted production from proved reserves” in violation of Section 8.15(v) (the
“Existing
Default”).  The Borrowers have requested that the Lenders waive
the Existing Default.  The Lenders are willing to waive the Existing
Default and, accordingly, hereby waive the Existing Default arising under Section 9.3 of the
Agreement as a result of the Borrowers’ failure to comply with Section 8.15(v) on
the condition that CWEI and its Subsidiaries are prohibited from entering into
any additional Rate Management Transactions that hedge the production of
Hydrocarbons in respect of any month during the period from the Fifth Amendment
Effective Date through and including December 31, 2008.  By its
signature below, each Borrower and Guarantor agrees that nothing herein shall be
construed as a continuing waiver of the provisions of Section
8.15(v).  The waiver set forth herein is expressly limited as
follows: (a) such waiver is limited solely to the Rate Management Transactions
currently entered into whereby the aggregate notional amount of Hydrocarbons
exceeds eighty percent (80%) of the “forecasted production from proved
reserves”, (b) no further Rate Management Transactions will be entered into that
hedge the production of Hydrocarbons in respect of any month during the period
from the Fifth Amendment Effective Date through and including December 31, 2008
and (c) such waiver is a limited one-time waiver, and nothing contained herein
shall obligate the Lenders to grant any additional or future waiver occurring as
a result of a violation of Section 8.15(v) or
any other provision of the Agreement or any other Loan Document.

     

    6.2 Reaffirmation of Loan Documents and
Liens.  Any and all of the terms and provisions of the
Agreement and the Loan Documents shall, except as amended and modified hereby,
remain in full force and effect.  Each Borrower hereby agrees that the
amendments and modifications herein contained shall in no manner affect or
impair the liabilities, duties and obligations of such Borrower or any Guarantor
under the Agreement and the other Loan Documents or the Liens securing the
payment and performance thereof.

     

    6.3 Parties in
Interest.  All of the terms and provisions of this Amendment
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.

     

    6.4 Legal Expenses.  The
Borrowers hereby agree, jointly and severally, to pay all reasonable fees and
expenses of counsel to the Administrative Agent incurred by the Administrative
Agent in connection with the preparation, negotiation and execution of this
Amendment and all related documents.

     

    6.5 Counterparts.  This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Page 5

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     delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.  However, this
Amendment shall bind no party until the Borrowers, the Guarantors, the Lenders
(or at least the requisite percentage thereof), and the Administrative Agent
have executed a counterpart.  Delivery of photocopies of the signature
pages to this Amendment by facsimile or electronic mail shall be effective as
delivery of manually executed counterparts of this Amendment.

     

    6.6 Complete
Agreement.  THIS AMENDMENT, THE AGREEMENT, AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

     

    6.7 Headings.  The
headings, captions and arrangements used in this Amendment are, unless specified
otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Amendment, nor affect the meaning thereof.

     

    [Signature
Pages Follow]


    
      
        
          


           

          
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Amendment to Amended and Restated Credit Agreement – Page 6

            65179745.4

          

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have caused this Fifth Amendment to Amended and Restated Credit
Agreement to be duly executed as of the date first above written.

     

    
      	 
      	
              BORROWERS:

               

              CLAYTON
      WILLIAMS ENERGY, INC.

              a
      Delaware corporation

               

              By:_____________________________

              Mark
      Tisdale, Vice President and

              General
      Counsel

            
	 
      	
               

              SOUTHWEST
      ROYALTIES, INC.

              a
      Delaware corporation

               

              By:_____________________________

              Mark
      Tisdale, Vice President

            
	 
      	
               

              GUARANTORS:

               

              WARRIOR
      GAS CO.

              a
      Texas corporation

               

              By:_____________________________

              Mark
      Tisdale, Secretary

            
	 
      	
               

              CWEI
      ACQUISITIONS, INC.

              a
      Delaware corporation

               

              By:_____________________________

              Mark
      Tisdale, Secretary

            
	 
      	
               

              ROMERE
      PASS ACQUISITION L.L.C.

              a
      Delaware limited liability company

               

              By:_____________________________

              Mark
      Tisdale, Vice President

            


    

    


    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Signature Page

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              CWEI
      ROMERE PASS ACQUISITION CORP.

              a
      Delaware corporation

               

              By:_____________________________

              Mark
      Tisdale, Vice President

            
	 
      	
               

              BLUE
      HEEL COMPANY

              a
      Delaware corporation

               

              By:_____________________________

              Mark
      Tisdale, Vice President

            
	 
      	
               

              TEX-HAL
      PARTNERS, INC.

              a
      Delaware corporation

               

              By:_____________________________

              Mark
      Tisdale, Vice President

            


    

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Signature Page

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              JPMORGAN CHASE BANK,
      N.A.,

              (successor
      by merger to Bank One, N.A. (Illinois)), as Administrative Agent and
      a Lender

               

              By:_____________________________

              Name: 
      Wm. Mark Cranmer

              Title:     Senior
      Vice President

            


    

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Signature Page

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              BANK
      OF SCOTLAND

              as
      Co-Agent and a Lender

               

              By:_____________________________

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
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              UNION
      BANK OF CALIFORNIA, N.A.

              as
      Syndication Agent and a Lender

               

              By:_____________________________

              Name:

              Title:

               

              By:_____________________________

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Signature Page

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              BNP
      PARIBAS

              as
      Documentation Agent and a Lender

               

              By:_____________________________

              Name:

              Title:

               

              By:_____________________________

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
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              FORTIS CAPITAL
      CORP.

              as
      a Lender

               

              By:_____________________________

              Name:

              Title:

               

              By:_____________________________

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
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              NATIXIS (formerly
      Natexis Banques Populaires)

              as
      a Lender

               

              By:_____________________________

              Name:

              Title:

               

              By:_____________________________

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Signature Page

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              GUARANTY
      BANK

              as
      a Lender

               

              By:_____________________________

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        
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              FROST
      BANK

              as
      a Lender

               

              By:_____________________________

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        
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Amendment to Amended and Restated Credit Agreement – Signature Page

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              BANK
      OF TEXAS, N.A.

              as
      a Lender

               

              By:_____________________________

              Name:

              Title:

            


    


    
      
        
          


           

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Amendment to Amended and Restated Credit Agreement – Signature Page

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    ANNEX
A

     

    COMMITMENT
PERCENTAGES

     

    
      	
              LENDER

               

            	
              COMMITMENT

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              $
      38,194,444.43

            
	
              Mail
      Code: TX1-2448

              2200
      Ross Avenue, Third Floor

              Dallas,
      TX 75201

              Attention: 
      Wm. Mark Cranmer

              Telephone: 
      214.965.3225

              Facsimile: 
      214.965.3280

               

            	 
      
	
              Union
      Bank of California, N.A.

            	
              $
      34,722,222.20

            
	
              500
      North Akard Street, Suite 4200

              Dallas,
      Texas  75201

              Attention:  John
      Clark

              Telephone:  214.922.4203

              Facsimile:  214.922.4209

               

            	 
      
	
              Bank
      of Scotland

            	
              $
      34,722,222.20

            
	
              565
      Fifth Avenue

              New
      York, New York

              Attention:  Ms.
      Shirley Vargas

              Telephone:  212.450.0875

              Facsimile:  212.479.2807

               

            	 
      
	
              BNP
      Paribas

            	
              $
      27,777,777.80

            
	
              1200
      Smith Street, Suite 3100

              Houston,
      TX  77002

              Attention:
      Brian Malone

              Telephone:
      713.982.1153

               

            	 
      
	
              Fortis
      Capital Corp.

            	
              $
      27,777,777.80

            
	
              15455
      N. Dallas Parkway, Suite 1400

              Addison,
      TX 75001

              Attention:
      Michele Jones

              Telephone:
      214.953.9303

              Facsimile:
      214-754-5982

               

            	 
      
	
              Guaranty
      Bank

            	
              $
      27,777,777.80

            
	
              Three
      Allen Center

              333
      Clay Street, Suite 4400

              Houston,
      TX  77002

              Attention:  Chris
      Parada

              Telephone:  214.360.3414

               

            	 
      


    

     

    
      
        
        

      

      
        Annex A to Amended and
Restated Credit Agreement

        
          

        

      

      
        
        

      

    

    
      	
              Natixis

            	
              $
      24,305,555.55

            
	
              333
      Clay Street, Suite 4340

              Houston,
      TX  77002

              Attention:  Donovan
      Brousarrd

              Telephone:  713.759.0973

              Fascimile:  713.759.9908

               

            	 
      
	
              Bank
      of Texas

            	
              $
      17,361,111.11

            
	
              5956
      Sherry Lane, Suite 1100

              Dallas,
      TX  75225

              Attention:  Mike
      Delbridge

              Telephone:  214.987.8816

               

            	 
      
	
              Frost
      Bank

            	
              $
      17,361,111.11

            
	
              [Address]

              Attention:
      John Warren

              Telephone:
      817.420.5672

            	 
      


    

    



    
      
        
          


           

          Annex A
to Amended and Restated Credit Agreement

           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
6.8

     

    SUBSIDIARIES
AND OTHER INVESTMENTS

     

    CWEI has
the following corporate or limited liability company subsidiaries and other
investments:

     

    
      	
              NAME

            	
              JURISDICTION

            	
              OWNED
      BY

            	
              PERCENT
      

            
	
              SUBSIDIARIES:

            	 
      	 
      	
              OWNERSHIP

            
	 	 	 	 
	
              Warrior
      Gas Company

            	
              Texas

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              Clajon
      Industrial Gas, Inc.

            	
              Texas

            	
              Warrior
      Gas Company

            	
              100%

            
	
              Clayton
      Williams Trading Company

            	
              Texas

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              Clayton
      Williams Venezuela, Inc.

            	
              Delaware

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              CWEI
      Acquisitions, Inc.

            	
              Delaware

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              Clayton
      Williams Pipeline Corporation

            	
              Texas

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              CWEI
      Romere Pass Acquisition Corp.

            	
              Delaware

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              Romere
      Pass Acquisition L.L.C.

            	
              Delaware

            	
              CWEI
      Romere Pass Acquisition Corp.

            	
              100%

            
	
              Warrior
      Mississippi Corporation

            	
              Delaware

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              Southwest
      Royalties, Inc.

            	
              Delaware

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              Blue
      Heel Company

            	
              Delaware

            	
              Southwest
      Royalties, Inc.

            	
              100%

            
	
              Tex-Hal
      Partners, Inc.

            	
              Delaware

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              West
      Coast Energy Properties GP, LLC

            	
              Texas

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	
              CWEI
      Aviation, Inc.

            	
              Texas

            	
              Clayton
      Williams Energy, Inc.

            	
              100%

            
	 	 	 	 
	 
      	 
      	 
      	 
      
	
              OTHER
      INVESTMENTS:

            	 
      	 
      	 
      
	 	 	 	 
	
              SandRidge
      Energy, Inc.

            	
              Delaware

            	
              Clayton
      Williams Energy, Inc.

            	
              *

            


    

    


    


    


    


    


    


    


    


    


    ___________________________

    *Clayton
Williams Energy, Inc. owns 200,460 shares of SandRidge Energy, Inc.,
representing 0.14% of the outstanding stock of SandRidge Energy, Inc. as of June
10, 2008.


    
      
        
          


           

          Schedule
6.8 to Amended and Restated Credit Agreement