Exhibit




Exhibit 10.1


Execution Version


AMENDMENT NO. 3 TO 
THIRD AMENDED AND RESTATED CREDIT AGREEMENT


This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) entered into on November 9, 2015 (the “Amendment Effective Date”) is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Borrower, the “Guarantors”), the Lenders party hereto (as defined below), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as issuing bank (in such capacity, the “Issuing Bank”).
RECITALS


A.The Borrower is party to that certain Third Amended and Restated Credit Agreement dated as of April 23, 2014 among the Borrower, the financial institutions party thereto from time to time, as lenders (the “Lenders”), the Administrative Agent and the Issuing Bank (as amended by that certain Amendment No. 1 to Third Amended and Restated Credit Agreement entered into on November 12, 2014, as amended by that certain Amendment No. 2 to Third Amended and Restated Credit Agreement entered into on February 25, 2015 (such date the “Amendment No. 2 Effective Date” and such amendment “Amendment No. 2”) and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).


B.Subject to the terms and conditions set forth herein, the parties hereto wish to amend the Credit Agreement as provided herein.


Now Therefore, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1.Defined Terms.  As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein.  Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly provided to the contrary.


Section 2.Other Definitional Provisions.  Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Amendment, unless otherwise specified.  The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a whole and not to any particular provision of this Amendment.  The term “including” means “including, without limitation,”.  Paragraph headings have been inserted in this Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Amendment and shall not be used in the interpretation of any provision of this Amendment.


Section 3.Decrease of Borrowing Base.  Effective as of the Amendment Effective Date, the Borrowing Base is hereby decreased from $500,000,000 to $450,000,000.  Once effective, the new Borrowing Base amount shall remain in effect at that level until the Borrowing Base is redetermined or reduced in accordance with the Credit Agreement.  For the avoidance of doubt, the decrease in the Borrowing Base 







pursuant to this Section 3 is the Scheduled Redetermination scheduled to be made on or about November 1, 2015. 


Section 4.Temporary Amendments to Credit Agreement.  


Notwithstanding anything to the contrary contained in Amendment No. 2 or this Amendment, the amendments to the Credit Agreement made pursuant to Section 4 of Amendment No. 2 shall cease to be effective on the date when the financial statements and compliance certificate required under Section 6.01 of the Credit Agreement for the fiscal quarter ending March 31, 2018 have been delivered to the Administrative Agent and the Lenders (such date, the “Extended Amendment Termination Date”) so long as (a) no Default or Event of Default exists as of such date, (b) on such date, the Aggregate Commitment does not exceed the lesser of (i) the Borrowing Base then in effect and (ii) the Maximum Facility Amount, and (c) the Borrower is in compliance with the financial covenants set forth in Section 7.13 of the Credit Agreement for the fiscal quarter ending March 31, 2018.  Subject to the requirements in the preceding sentence, on the Extended Amendment Termination Date, each section of the Credit Agreement amended pursuant to Section 4 of Amendment No. 2 shall revert to read as such section read immediately prior to the Amendment No. 2 Effective Date subject, however, to any amendments made pursuant to Section 5 of Amendment No. 2, Section 5 of this Amendment and any other amendment that may hereafter be entered into pursuant to Section 7.12 of the Credit Agreement.
Section 5.Amendments to Credit Agreement.


(a)Section 6.09 of the Credit Agreement is hereby amended by replacing the reference to “eighty percent (80%)” in the first sentence thereof with a reference to “ninety percent (90%)”
(b)Section 7.13 of the Credit Agreement is hereby amended by amending and restating clause (b) in its entirety as follows:
(b)    Leverage Ratio.  The Borrower will not permit (i) the Consolidated Senior Debt Leverage Ratio as of the last day of any fiscal quarter ending on and after March 31, 2015 through and including December 31, 2017 to be greater than 2.50 to 1.00, and (ii) the Consolidated Leverage Ratio as of the last day of any fiscal quarter ending on or after March 31, 2018 to be greater than 4.00 to 1.00.
(c)Section 7.13 of the Credit Agreement is hereby further amended by amending and restating clause (c) in its entirety as follows:
(c)    Interest Coverage Ratio.  The Borrower will not permit the Interest Coverage Ratio as of the last day of any fiscal quarter ending on or after March 31, 2015 through and including December 31, 2017 to be less than 1.50 to 1.00.
Section 6.Representations and Warranties.  The Borrower and each Guarantor hereby represents and warrants that: (a) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement, as amended hereby, and the representations and warranties contained in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case such representation or warranty is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date; (b) after giving effect to this Amendment, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Amendment are within the limited 







liability company, limited partnership, or corporate power and authority of the Borrower and each Guarantor and have been duly authorized by appropriate limited liability company, limited partnership or corporate action and proceedings; (d) this Amendment constitutes the legal, valid, and binding obligation of the Borrower and each Guarantor enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment; and (f) the Liens under the Security Instruments are valid and subsisting and secure the Obligations, as amended hereby.


Section 7.Conditions to Effectiveness.  This Amendment shall become effective as of the Amendment Effective Date and enforceable against the parties hereto upon the occurrence of the following conditions precedent:
(a)The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and the Required Lenders.
(b)The Administrative Agent, for the ratable benefit of the Lenders, shall have received, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower under the Loan Documents, including all reasonable fees, expenses and disbursements of counsel for the Administrative Agent. 
(c)The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the Amendment Effective Date, and all such documents shall be in form and substance satisfactory to the Administrative Agent.
(d)The representations and warranties in this Amendment shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date hereof except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case it shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and no Default shall have occurred and be continuing. 


Section 8.Acknowledgments and Agreements.  


(a)The Borrower acknowledges that on the date hereof all outstanding Obligations are payable in accordance with their terms and the Borrower waives any defense, offset, counterclaim or recoupment with respect thereto.
(b)The Administrative Agent, the Issuing Bank, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents, as amended hereby.  Except as expressly set forth herein, this Amendment shall not constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, as amended hereby, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, as amended hereby, (iii) any rights or remedies of the Administrative Agent, the Issuing Bank, or any Lender with respect to the Loan Documents, as amended hereby, or (iv) the rights of the Administrative Agent, the Issuing Bank, or any Lender to collect the full amounts owing to them under the Loan Documents, as amended hereby.
(c)The Borrower, each Guarantor, Administrative Agent, the Issuing Bank and each Lender do hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledge and agree that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and each 







Guarantor acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the other Loan Documents, are not impaired in any respect by this Amendment.
(d)From and after the date hereof, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Amendment and the other documents executed pursuant hereto.  This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents.  Without limiting the foregoing, any breach of representations, warranties, and covenants under this Amendment shall be a Default or Event of Default, as applicable, under the Credit Agreement.
(e)From and after the Amendment Effective Date, the Borrower shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Credit Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).  
(f)The Borrower hereby agrees that, on or before January 8, 2016, or such later date as the Administrative Agent shall determine in its sole discretion, (i) the Borrower shall deliver to the Administrative Agent title information in form and substance reasonably acceptable to the Administrative Agent with respect to that portion of the Oil and Gas Interests evaluated by the most recently delivered Reserve Report as the Administrative Agent shall deem reasonably necessary or appropriate to verify (A) the title of the Credit Parties to not less than seventy percent (70%) of the Engineered Value of the Borrowing Base Properties that are required to be subject to a Mortgage pursuant to Section 6.09 of the Credit Agreement, and (B) the validity, perfection and priority of the Liens created by such Mortgages and such other matters regarding such Mortgages as Administrative Agent shall reasonably request, and (ii) Mortgages or supplements to Mortgages necessary or appropriate to grant, evidence and perfect and maintain Liens in Oil and Gas Interests having an Engineered Value equal to or greater than ninety percent (90%) of the Engineered Value of the Oil and Gas Interests included in the Borrowing Base Properties.


Section 9.Reaffirmation of the Guaranty.  Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under Article VIII of the Credit Agreement are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Liabilities, as such Guaranteed Liabilities may have been amended by this Amendment, and its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by such Guarantor under the Credit Agreement in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Loan Documents.


Section 10.Counterparts.  This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument.  This Amendment may be executed by facsimile or other electronic signature and all such signatures shall be effective as originals.


Section 11.Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Credit Agreement.


Section 12.Invalidity.  In the event that any one or more of the provisions contained in this Amendment shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment.









Section 13.Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.


Section 14.Entire Agreement. THIS Amendment, THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[SIGNATURES BEGIN ON NEXT PAGE]









IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
BORROWER:                CLAYTON WILLIAMS ENERGY, INC.




By: /s/ Michael L. Pollard    
Michael L. Pollard, Senior Vice President




		
	GUARANTORS:
	SOUTHWEST ROYALTIES, INC.


WARRIOR GAS CO.
CWEI ACQUISITIONS, INC.
ROMERE PASS ACQUISITION L.L.C.
CWEI ROMERE PASS ACQUISITION CORP.
BLUE HEEL COMPANY
TEX-HAL PARTNERS, INC.
DESTA DRILLING GP, LLC
WEST COAST ENERGY PROPERTIES GP, LLC
CLAJON INDUSTRIAL GAS, INC.
CLAYTON WILLIAMS PIPELINE CORPORATION




By: /s/ Michael L. Pollard    
Michael L. Pollard, Senior Vice President
of each of the Guarantors listed above




DESTA DRILLING, L.P.


By:    Desta Drilling GP, LLC, its general partner




By: /s/ Michael L. Pollard    
Michael L. Pollard, Senior Vice President




SWR VPP, LLC


By:    Southwest Royalties, Inc., its sole member 




By: /s/ Michael L. Pollard    
Michael L. Pollard, Senior Vice President










Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







ADMINISTRATIVE AGENT/
ISSUING BANK/LENDER:        JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Issuing Bank and a Lender


By: /s/ David M. Morris        
Name: David M. Morris
Title: Executive Director


















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    WELLS FARGO BANK, N.A.






By: /s/ Courtney Kubesch        
Name: Courtney Kubesch
Title: Vice President 




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    MUFG UNION BANK, N.A. 




By: /s/ Joshua Patterson        
Name: Joshua Patterson
Title: Managing Director 




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    COMPASS BANK




By: /s/ Gabriela Albino        
Name: Gabriela Albino 
Title: Vice President




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    FROST BANK




By: /s/ Alex Zemkoski        
Name: Alex Zemkoski
Title: Senior Vice President




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    TORONTO DOMINION (TEXAS) LLC




By: /s/ Rayan Karim        
Name: Rayan Karim
Title: Authorized Signatory




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.







LENDER:                    KEYBANK NATIONAL ASSOCIATION




By: /s/ George E. McKean        
Name: George E. McKean
Title: Senior Vice President




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    NATIXIS, NEW YORK BRANCH






By: /s/ Stuart Murray        
Name: Stuart Murray 
Title: Managing Director




By: /s/ Carlos Quinteros        
Name: Carlos Quinteros
Title: Managing Director










































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    UBS AG, STAMFORD BRANCH






By:                 
Name:                 
Title:                 






By:                
Name:                 
Title:                 








































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    FIFTH THIRD BANK




By: /s/ Justin Bellamy         
Name: Justin Bellamy
Title: Director 




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    U.S. BANK NATIONAL ASSOCIATION




By:            
Name:             
Title:             
    




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    WHITNEY BANK




By: /s/ Parker U. Mears        
Name: Parker U. Mears
Title: Vice President




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    BANK OF AMERICA, N.A.




By:  /s/ Raza Jafferi        
Name: Raza Jafferi
Title: Vice President




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    BRANCH BANKING AND TRUST COMPANY






By: /s/ James Giordano        
Name: James Giordano
Title: Senior Vice President


















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    CAPITAL ONE, NATIONAL ASSOCIATION




By: /s/ Matthew Molero        
Name: Matthew Molero
Title: Senior Vice-President






















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)







LENDER:                    PNC BANK, NATIONAL ASSOCIATION




By: /s/ Sandra Aultman        
Name: Sandra Aultman
Title: Managing Director




















































































Signature Page to
Amendment No. 3 to Third Amended and Restated Credit Agreement
(Clayton Williams Energy, Inc.)