cweiseventhamend52009.htm


    
      
        

      
Exhibit
10.1

     

    SEVENTH
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     

    This
Seventh Amendment to Amended and Restated Credit Agreement (hereinafter referred
to as the “Amendment”) executed
as of May 20, 2009 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) amend certain provisions of the Agreement;
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 3 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

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    1.1     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:

     

    “Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of
(i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective
Rate in effect on such day plus one-half of one percent (1⁄2 of 1%) and (iii) the
LMIR on such day plus 1%.  Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Federal Funds Effective Rate or the LMIR
shall be effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Effective Rate or the LMIR,
respectively.

     

    “Obligations”
means all obligations of every nature of each Credit Party from time to time
owed to the Agents (including former Agents), the LC Issuer, the Lenders or any
of them and the Lender Counterparties, under any Loan Document or Rate
Management Transaction (including with respect to Rate Management Transactions
with any Person that was a Lender Counterparty at the time such Credit Party
entered into such Rate Management Transactions regardless of whether such Person
is no longer a Lender Counterparty), whether for principal, interest (including
interest which, but for the filing of a petition in bankruptcy with respect to
such Credit Party, would have accrued on any Obligation, whether or not a claim
is allowed against such Credit Party for such interest in the related bankruptcy
proceeding), all Cash Management Obligations, all Reimbursement Obligations,
payments for early termination of Rate Management Transactions, fees, expenses,
indemnification or otherwise.

     

    “Prime
Rate” means the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

     

    “Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by such Person or by one or more of its
Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture
or similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or
controlled.  Unless otherwise expressly provided, all references
herein to a “Subsidiary” shall mean a Subsidiary of
CWEI.  Notwithstanding the foregoing, until the date on which CWEI
makes the Larclay Investment in accordance with Section 8.15(viii), the term
“Subsidiary” shall not include Larclay.

     

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

     

    “Cash Collateral Account” means a
segregated deposit account with, and in the name of, the Administrative Agent,
for the benefit of the Lenders, established and maintained for the deposit of
cash collateral required under or in connection with this Agreement and the
other Loan Documents.

     


    
      
        
          


           

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    “Cash Management Obligations” means
with respect to any Credit Party, any obligations of such Credit Party owed to
any Lender (or any Affiliate of any Lender) in respect of treasury management
arrangements, depositary or other cash management services, including commercial
credit card and merchant card services.

     

    “Defaulting Lender” means any Lender,
as reasonably determined by the Administrative Agent, that has (a) failed to
fund any portion of the Reimbursement Obligations required to be funded by it
hereunder within one Business Day of the date required to be funded by it
hereunder, (b) failed to fund any portion of the Loans required to be funded by
it hereunder within one Business Day of the date required to be funded by it
hereunder, unless the subject of a good faith dispute, (c) notified the
Borrowers, the Administrative Agent, the LC Issuer or any other Lender in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement, (d)
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date when due, unless the subject of a good faith dispute, or (e) (i) become
or is insolvent or has a parent company that has become or is insolvent or (ii)
become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment.

     

    “Larclay Credit Agreement” means that
certain Term Loan and Security Agreement, dated as of April 21, 2006, among
Larclay LP, the lenders from time to time party thereto and Merrill Lynch
Capital, a division of Merrill Lynch Business Financial Services Inc., as
administrative agent, as amended from time to time.

     

    “Larclay Investment” is defined in
Section 8.15(viii)(b).

     

    “LMIR” means, for any day, the
applicable British Bankers’ Association LIBOR rate as reported by any generally
recognized financial information service as of 11:00 a.m. (London time) for one
month Dollar deposits on such day, or if such day is not a Business Day, then
the immediately preceding Business Day, provided that, if no such British
Bankers’ Association LIBOR rate is available to the Administrative Agent, the
applicable LMIR shall instead be the rate determined by the Administrative Agent
to be the rate at which the Administrative Agent or one of its Affiliate banks
offers to place one month Dollar deposits with first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) on such day, in the
approximate amount of the relevant Loan.

     

    1.3     Collateral
Account.  Section 2.19.11 of
the Agreement shall be and it hereby is amended in its entirety to read as
follows:

     


    
      
        
          


           

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    2.19.11  Cash
Collateralization.

     

    (a)           If
any Default or Unmatured Default shall occur and be continuing, on the Business
Day that the Borrower Representative receives notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Loans has been
accelerated, Lenders having a combined Pro Rata Share of LC Obligations
representing greater than sixty-six and two-thirds percent (66-2/3%) of the
total LC Obligations) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrowers shall deposit in the Cash Collateral Account an amount
in cash equal to the total LC Obligations as of such date plus any accrued and
unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Default with respect to the
Borrower described in Section 9.5 or Section 9.6.

     

    (b)           Deposits
in the Cash Collateral Account made pursuant to the foregoing paragraph (a) and
Section 2.25 shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Borrowers under this Agreement
and the Borrowers hereby grant a security interest in such cash and each deposit
account into which such cash is deposited and all proceeds, including cash and
non-cash proceeds of the foregoing, to secure the Obligations.  The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over the Cash Collateral
Account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the Borrowers’ risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the LC Issuer for
unpaid Reimbursement Obligations and, to the extent not so applied, shall be
held for the satisfaction of the reimbursement obligations of the Borrower for
the LC Obligations at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders having a combined Pro Rata
Share of LC Obligations representing sixty-six and two-thirds percent (66-2/3%)
or more of the total LC Obligations), be applied to satisfy other Obligations
and to the extent any excess remains after payment in full in cash of all
Obligations and the termination of all Commitments, such excess shall be
released to the Borrowers.

     

    (c)           If
the Borrowers are required to provide cash collateral pursuant to paragraph (a)
above or Section 2.25, the amount of such cash collateral (to the extent not
applied as aforesaid) shall be returned to the Borrowers within three (3)
Business Days after (i) in the case of cash collateral provided pursuant to
paragraph (a) above, all Defaults and Unmatured Defaults have been cured or
waived and (ii) in the case of cash collateral provided pursuant to Section
2.25, the applicable Defaulting Lender is no longer a Defaulting
Lender.

     

    1.4     Replacement of
Lender.  Section 2.22 of the
Agreement shall be and it hereby is amended in its entirety to read as
follows:

     


    
      
        
          


           

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    2.22           Replacement of
Lender.  In the event that (i) any Borrower is required
pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any
Lender or if any Lender’s obligation to make or continue, or to convert Floating
Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section
3.3 (any Lender so affected an “Affected Lender”), (ii) in connection with any
proposed amendment, modification, termination, waiver or consent with respect to
any of the provisions of this Agreement or any other Loan Document as
contemplated by Section 10.2, the consent of  Required Lenders
shall have been obtained but the consent of one or more of such other Lenders
(each a “Non-Consenting Lender”) whose consent is required has not been obtained
or (iii) any Lender is a Defaulting Lender; then, the Borrowers may elect to
replace such Affected Lender, Non-Consenting Lender or Defaulting Lender (a
“Terminated Lender”) as a Lender party to this Agreement, provided that, with
respect to the replacement of an Affected Lender, no Default or Unmatured
Default shall have occurred and be continuing at the time of such replacement,
and provided further that, concurrently with the replacement of any Terminated
Lender, (x) another financial institution or other entity which is reasonably
satisfactory to the Administrative Agent shall agree, as of such date, to
purchase for cash the Advances and other Obligations due to the Terminated
Lender pursuant to an assignment substantially in the form of Exhibit C and to
become a Lender for all purposes under this Agreement and to assume all
obligations of the Terminated Lender to be terminated as of such date and to
comply with the requirements of Section 14.3 applicable to assignments, and
(y) the Borrowers shall pay to such Terminated Lender in same day funds on the
day of such replacement (A) all amounts that are due to such Terminated Lender
pursuant to Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the
payment which would have been due to such Lender on the day of such replacement
under Section 3.4 had the Loans of such Terminated Lender been prepaid on such
date rather than sold to the replacement Lender.  The Lenders agree
that a Terminated Lender will not be entitled to receive liquidated damages
pursuant to Section 2.7 as a result of its assignment under this Section
2.22.  A Lender shall not be required to make any such assignment if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment cease to apply
or, in the case of a Defaulting Lender, such Lender is no longer a Defaulting
Lender.

     

    1.5     Defaulting Lenders. The
following shall be and it hereby is added to the end of Article II as Section
2.25 of the Agreement:

     

    2.25  Defaulting
Lenders.  Notwithstanding any provision of
this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
the following provisions shall apply for so long as such Lender is a Defaulting
Lender:

     

    (a)           if
any LC Obligations exist at the time a Lender is a Defaulting Lender, the
Borrowers shall within one (1) Business Day following notice by the
Administrative Agent cash collateralize such Defaulting Lender’s Pro Rata Share
of the LC Obligations in accordance with procedures set forth in Section 2.19.11
for so long as such LC Obligations are outstanding;

     


    
      
        
          


           

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    (b)           the
LC Issuer shall not be required to issue, amend or increase any Facility LC
unless it is satisfied that cash collateral will be provided by the Borrowers in
accordance with Section 2.25(a); and

     

    (c)           all
cash collateral provided by the Borrowers in accordance with Section 2.25(a)
shall be deposited in the Cash Collateral Account.

     

    1.6     Indebtedness. Clause (xii) of Section 8.11 of the
Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    (xii)           Until
the date Larclay becomes a Subsidiary, Indebtedness of CWEI consisting of an
unsecured guarantee of Indebtedness for borrowed money of Larclay, in an
aggregate amount at any time outstanding not to exceed the lesser of (a)
$15,795,000 and (b) the maximum committed amount of the obligations so
guaranteed by CWEI in accordance with the terms of such guarantee as in effect
on the Sixth Amendment Effective Date or as otherwise amended or modified to the
extent permitted under Section 8.18.

     

    1.7     Sale of Larclay
Assets.  The following shall be and it hereby is added to the
end of Section
8.14 of the Agreement:

     

    (iv)           Sales
by Larclay of its assets to the extent such assets were owned by Larclay on the
date it became a Subsidiary.

     

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

     

    (viii)                      (a)
Investments by CWEI in Larclay made on or prior to the Sixth Amendment Effective
Date in an aggregate amount not exceeding $12,600,000 and (b) a one-time
additional Investment made by CWEI in Larclay as a single transaction at any
time during the period beginning on May 20, 2009 and ending on December 31, 2009
in an aggregate amount not exceeding the sum of (1) the total obligations owed
by CWEI under the Larclay Drilling Contract as of the date of such Investment,
plus (2) the
aggregate amount of Indebtedness of CWEI pursuant to its unsecured guarantee of
Indebtedness for borrowed money of Larclay to the extent permitted under Section
8.11(xii) as of the date of such Investment, plus (3) $3,000,000
(the “Larclay
Investment”); provided that, with
respect to the immediately foregoing clause (b), on the date the Larclay
Investment is made, (1) no Default or Unmatured Default shall have occurred and
be continuing or would be caused thereby, (2) both immediately before and after
giving effect to such Investment, the Available Aggregate Commitment is not less
than 30% of the Borrowing Base then in effect, (3) all proceeds of such
Investment are immediately used to pay in full all Indebtedness of Larclay under
the Larclay Credit Agreement, (4) Larclay shall have executed and delivered to
the Administrative Agent a Joinder Agreement, Guaranty and a security agreement
in form and substance satisfactory to the Administrative Agent pursuant to which
Larclay grants to the Collateral Agent for the benefit of the Lenders a security
interest in and to substantially all of its assets and (5) CWEI shall have
executed and delivered to the Administrative

     


    
      
        
          


           

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    Agent
a Pledge Agreement covering all of the membership interests in Larclay GP and
all of the limited partnership interests in Larclay LP.

     

    1.9     Affiliates.  Section 8.17 of the
Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    8.17           Affiliates.  No
Borrower will, nor will any Borrower permit any other Credit Party to, enter
into any transaction (including, without limitation, the purchase or sale of any
Property or service) with, or make any payment or transfer to, any Affiliate
except transactions not otherwise prohibited under this Agreement or any other
Loan Document made in the ordinary course of business and pursuant to the
reasonable requirements of such Credit Party’s business and upon fair and
reasonable terms no less favorable to such Credit Party than such Credit Party
would obtain in a comparable arms-length transaction; provided that, until the
date Larclay becomes a Subsidiary, with respect to any transaction between any
Credit Party and Larclay, except for the guarantee permitted by Section
8.11(xii), the Larclay Operating Agreement and the Larclay Drilling Contract,
such transaction shall be subject to the prior written consent of the Required
Lenders.

     

    1.10     EBITDAX Leverage
Ratio.  Section 8.22.2 of the
Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    8.22.2  EBITDAX Leverage
Ratio.  CWEI will not permit the ratio, determined as of the
end of each Fiscal Quarter ending on the dates set forth in the table below, of
(i) Consolidated Funded Indebtedness of CWEI and its Consolidated Subsidiaries
to (ii) Consolidated EBITDAX of CWEI and its Consolidated Subsidiaries for the
then most-recently ended four Fiscal Quarters to be greater than the maximum
ratio set forth in the table below opposite such date.

     

    
      	
              
                Date

                 

              

            	
              
                Maximum
      EBITDAX

                Leverage
      Ratio

                 

              

            
	
              June
      30, 2009

            	
              3.50
      to 1.00

            
	
              September
      30, 2009

            	
              3.50
      to 1.00

            
	
              December
      31, 2009

            	
              3.50
      to 1.00

            
	
              March
      31, 2010

            	
              3.50
      to 1.00

            
	
              June
      30, 2010

            	
              3.50
      to 1.00

            
	
              September
      30, 2010

            	
              3.50
      to 1.00

            
	
              December
      31, 2010

            	
              3.50
      to 1.00

            
	
              March
      31, 2011

            	
              3.25
      to 1.00

            
	
              June
      30, 2011

            	
              3.25
      to 1.00

            
	
              September
      30, 2011

            	
              3.25
      to 1.00

            
	
              December
      31, 2011

            	
              3.25
      to 1.00

            
	
              March
      31, 2012 and for each Fiscal Quarter ending thereafter

            	
              3.00
      to 1.00

            


    


    
      
        
          


           

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    1.11     Larclay.  Section 8.26 of the
Agreement shall be and it hereby is amended in its entirety to read as
follows:

     

    8.26.        Larclay.  Notwithstanding
anything to the contrary herein, and regardless of whether Larclay becomes a
Subsidiary, CWEI shall cause Larclay to:

     

    (a)           maintain
its own separate books and records and bank accounts, which are and will be, in
each case, separate and apart from those of any other Person;

     

    (b)           be,
and at all times hold itself out to the public as, a legal entity separate and
distinct from any other Person (including any Affiliate thereof), maintain and
utilize separate invoices and checks bearing its own name and otherwise conduct
its own business and own its own assets and correct any known misunderstanding
regarding its separate identity;

     

    (c)           maintain
separate financial statements showing its assets and liabilities separate and
apart from those of any other Person, not have its assets listed on the
financial statements of another and file its own tax returns;

     

    (d)           refrain
from dissolving or winding up (in whole or in part) unless otherwise permitted
under this Agreement;

     

    (e)           refrain
from commingling its funds or other assets with those of any Affiliate or any
other Person;

     

    (f)           refrain
from maintaining its assets in such a manner that would make it costly or
difficult to segregate, ascertain or identify its individual assets from those
of any Affiliate or any other Person; and

     

    (g)           observe
all corporate formalities.

     

    1.12     Pricing
Schedule.  The Pricing Schedule attached to the Agreement shall
be and it hereby is replaced with the Pricing Schedule attached to this
Amendment.

     

    1.13     Redetermined Borrowing
Base.  This Amendment shall constitute a notice of the
Redetermination of the Borrowing Base pursuant to Section 4.2 of
the Agreement, and the Administrative Agent hereby notifies the Borrowers that,
as of the date of this Amendment and until the next Redetermination, the
redetermined Borrowing Base is $250,000,000.

     

    SECTION
2.     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.

     


    
      
        
          


           

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    SECTION
3.     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
3.

     

    3.1     Execution and
Delivery.  The Administrative Agent shall have received from
the Required Lenders, the Borrower and the Guarantors, counterparts (in such
number as may be requested by the Administrative Agent) of this Amendment signed
on behalf of such Persons.

     

    3.2     Representations and
Warranties.  The representations and warranties of each
Borrower under the Agreement, as amended by this 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).

     

    3.3     No Default.  No
Default or Unmatured Default shall have occurred and be continuing.

     

    3.4     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
4.     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:

     

    4.1     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).

     

    4.2     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.

     

    4.3     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.

     


    
      
        
          


           

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    SECTION
5.     Miscellaneous.

     

    5.1     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.

     

    5.2     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.

     

    5.3     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.

     

    5.4     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 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.

     

    5.5     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.

     

    5.6     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
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          Seventh
Amendment to Amended and Restated Credit Agreement – Page 10

           

          65292201.6


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      
        IN WITNESS WHEREOF, the
parties have caused this Seventh 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:
         /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Senior Vice President

                
	 
      	
                  SOUTHWEST
      ROYALTIES, INC.

                  a
      Delaware corporation

                  By:    /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Vice President

                
	 
      	
                  GUARANTORS:

                  WARRIOR
      GAS CO.

                  a
      Texas corporation

                  By:    /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Vice President

                
	 
      	
                  CWEI
      ACQUISITIONS, INC.

                  a
      Delaware corporation

                  By:    /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Vice President

                
	 
      	
                  ROMERE
      PASS ACQUISITION L.L.C.

                  a
      Delaware limited liability company

                  By:    /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Vice President

                
	 
      	
                  CWEI
      ROMERE PASS ACQUISITION CORP.

                  a
      Delaware corporation

                  By:   /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Vice President

                
	 
      	
                  BLUE
      HEEL COMPANY

                  a
      Delaware corporation

                  By:   /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Vice President

                
	 
      	
                  TEX-HAL
      PARTNERS, INC.

                  a
      Delaware corporation

                  By:   /s/ Mel G.
      Riggs

                  Mel
      G. Riggs, Vice President

                


        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
          	 
      	
                   

                  JPMORGAN CHASE BANK,
      N.A.,

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

                  By:   /s/ Elizabeth
      K.
      Johnson                                                                    

                  Name:   Elizabeth
      K. Johnson

                  Title:     Vice
      President

                
	 
      	
                  BANK
      OF SCOTLAND

                  as
      Co-Agent and a Lender

                  By:                                                                    

                  Name:   Julia
      R. Franklin

                  Title:     Assistant
      Vice President

                
	 
      	
                   

                  UNION
      BANK OF CALIFORNIA, N.A.

                  as
      Syndication Agent and a Lender

                  By:   /s/ Timothy
      Brendel

                  Name:   Timothy
      Brendel

                  Title:     Vice
      President

                
	 
      	
                   

                  BNP
      PARIBAS

                  as
      Documentation Agent and a Lender

                  By:                                                                    

                  Name:   Brian
      M. Malone

                  Title:     Managing
      Director

                  By:                                                                    

                  Name:   Courtney
      Kubesch

                  Title:     Vice
      President

                
	 
      	
                   

                  FORTIS CAPITAL
      CORP.

                  as
      a Lender

                  By:   /s/ Michele
      Jones

                  Name:   Michele
      Jones

                  Title:     Director

                  By:   /s/ Darrell
      Holley

                  Name:   Darrell
      Holley

                  Title:     Managing
      Director

                
	 
      	
                  NATIXIS (formerly
      Natexis Banques Populaires)

                  as
      a Lender

                  By:    /s/ Donovan C.
      Broussard                                                                    

                  Name:   Donovan
      C. Broussard

                  Title:     Managing
      Director

                  By:    /s/ Liana
      Tchernysheva                                                                    

                  Name:   Liana
      Tchernysheva

                  Title:     Director

                


        



        
          
            
              


               

              Seventh
Amendment to Amended and Restated Credit Agreement – Signature Page

               

              65292201

               

              


            

             


          

          
             


            
              

            

          

          
             


          

        



    

    PRICING
SCHEDULE

    APPLICABLE
MARGIN

     

    


    
      	
              Borrowing
      Base Usage

            	
              Applicable
      Margin for Floating Rate Loans

            	
              Applicable
      Margin for Eurodollar Loans

            	
              Applicable
      Margin for

              Commitment
      Fee

            
	
              Greater
      than or equal to 90%

            	
              2.125%

            	
              3.00%

            	
              .50%

            
	
              Greater
      than or equal to 75% and less than 90%

            	
              1.875%

            	
              2.75%

            	
              .50%

            
	
              Greater
      than or equal to 50% and less than 75%

            	
              1.625%

            	
              2.50%

            	
              .50%

            
	
              Greater
      than or equal to 25% and less than 50%

            	
              1.375%

            	
              2.25%

            	
              .50%

            
	
              Less
      than 25%

            	
              1.125%

            	
              2.00%

            	
              .50%

            


    

    


     

     

    

      Seventh
Amendment to Amended and Restated Credit Agreement – Pricing
Schedule

      65292201.6