Exhibit 10.2


 


FIRST AMENDMENT TO NINTH RESTATED LOAN
AGREEMENT


 


THIS FIRST AMENDMENT TO NINTH RESTATED LOAN
AGREEMENT 
hereinafter referred to as the “First Amendment”) executed as of the 9th
day of August, 2002, by and among CLAYTON WILLIAMS ENERGY, INC., a Delaware
corporation (the “CWE”), WARRIOR GAS CO., a Texas corporation (“Warrior “) (CWE
and Warrior being hereinafter sometimes collectively referred to as
“Borrower”), CWEI ACQUISITIONS, INC., a Delaware corporation (“CWEI”) and
ROMERE PASS ACQUISITION CORP., a Delaware corporation (“Romere”) (CWEI and
Romere being hereinafter sometimes collectively referred to as “Guarantors”),
BANK ONE, NA, a national banking association (“Bank One”), UNION BANK OF
CALIFORNIA, N.A., a national banking association (“Union”) and BANK OF SCOTLAND
(“BOS”) (Bank One, Union Bank and BOS each in their capacity as a lender
hereunder together with each and every future holder of any note issued
pursuant to this Agreement are hereinafter collectively referred to as “Banks”,
and individually as a “Bank”) and Bank One, as “Agent”.


 


W I T N E S S E T H:


 


WHEREAS, on
July 18, 2002, Borrower, Guarantors, Bank One, Union, BOS and Agent
entered into a Ninth Restated Loan Agreement (the “Ninth Restated”); and


 


WHEREAS, the
Borrower and the Banks have agreed to make certain additional changes to the
Ninth Restated.


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


1.             Unless
otherwise defined herein, all defined terms used herein shall have the same
meaning ascribed to such terms in the Ninth Restated.


 


2.             Section
1 of the Ninth Restated is hereby amended by deleting the definition of “Vendor
Financing” and the following is inserted in lieu thereof:


 


“Vendor Financings” means (i) non-recourse vendor
financings by CWE or its Subsidiaries for services, equipment or material on
other than customary trade payable terms not exceeding $10,000,000 in the
aggregate at any one time outstanding, or (ii) recourse vendor financings
of a like nature not exceeding $6,000,000 in the aggregate at any one time
outstanding incurred by CWE or its Subsidiaries for the first six (6) wells to
be drilled pursuant to that certain CWEI South Louisiana Vendor Financing
Agreement dated as of May 15, 2002 among CWEI, Parker USA Drilling
Company, et al.”


 


3.             Section 13(b)
of the Ninth Restated is hereby amended by deleting Subsection (vi)
thereof in its entirety thereof and substituting the following in lieu thereof:


 

















 


“(vi)        Vendor Financings and guaranties of CWE
of Vendor Financings of its Subsidiaries;”


 


4.             This
First Amendment shall be effective as of the date first above written, but only
upon satisfaction of the conditions precedent set forth in Paragraph 6
hereto (the “First Amendment Effective Date”).


 


5.             The
obligations of Banks under this First Amendment shall be subject to the
satisfaction of the following conditions precedent:


 


(a)           Execution and Delivery.  The Borrower shall have executed and
delivered this First Amendment and other required documents, all in form and
substance satisfactory to the Banks;


 


(b)           Guarantors’ Execution and Delivery.  The Guarantors shall have executed and
delivered this First Amendment and other required documents, all in form and
substance satisfactory to the Banks;


 


(c)           Corporate Resolutions. Banks
shall have received appropriate certified corporate resolutions of each
Borrower and each Guarantor;


 


(d)           Representations and Warranties.  The representations and warranties of
Borrower under the Ninth Restated 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 related solely to an earlier date);


 


(e)           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;


 


(f)            Other Documents.  Each Bank shall have received such other
instruments and documents incidental and appropriate to the transaction
provided for herein as such Bank or its counsel may reasonably request, and all
such documents shall be in form and substance satisfactory to such Bank; and


 


(g)           Legal Matters Satisfactory.  All legal matters incident to the
consummation of the transactions contemplated hereby shall be satisfactory to
special counsel for Bank retained at the expense of Borrower.


 


6.             Except
to the extent its provisions are specifically amended, modified or superseded
by this First Amendment, the representations, warranties and affirmative and
negative covenants of the Borrower contained in the Ninth Restated are
incorporated herein by reference for all purposes as if copied herein in
full.  The Borrower hereby restates and
reaffirms each and every term and provision of the Ninth Restated, as amended,
including, without limitation, all representations, warranties and affirmative
and negative covenants.  Except to the


 


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extent its
provisions are specifically amended, modified or superseded by this First Amendment,
the Ninth Restated, as amended, and all terms and provisions thereof shall
remain in full force and effect, and the same in all respects are confirmed and
approved by the Borrower and the Banks.


 


7.             This
First Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.


 


8.             The
Guarantors hereby consent to the execution of this First Amendment by the
Borrower and reaffirms their guaranty of all of the obligations of the Borrower
to the Bank.  Borrower and each
Guarantor acknowledge and agree that the renewal, extension and amendment of
the Loan Agreement shall not be considered a novation of account or new contract
but that all existing rights, titles, powers, Liens, security interests and
estates in favor of the Banks constitute valid and existing obligations and
Liens and security interests as against the Collateral in favor of the
Banks.  Borrower and each Guarantor
confirm and agree that (a) neither the execution of this First Amendment
or any other Loan Document nor the consummation of the transactions described
herein and therein shall in any way effect, impair or limit the covenants,
liabilities, obligations and duties of the Borrower and under the Loan
Documents and (b) the obligations evidenced and secured by the Loan
Documents continue in full force and effect. 
Guarantors hereby further confirm that they unconditionally guarantee to
the extent set forth in their Guaranty the due and punctual payment and
performance of any and all amounts and obligations owed to the Banks under the
Ninth Restated or the other Loan Documents.


 


IN WITNESS WHEREOF,
the parties have caused this First Amendment to Ninth Restated to be duly
executed as of the date first above written.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  CLAYTON WILLIAMS ENERGY, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /Mel G. Riggs/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Mel G. Riggs, Senior Vice President-Finance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  WARRIOR GAS CO.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /Mel G. Riggs/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Mel G. Riggs, Senior Vice President-Finance

  



 


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  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  CWEI ACQUISITIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /Mel G. Riggs/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Mel G. Riggs, Senior Vice President-Finance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  ROMERE PASS ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /Mel G. Riggs/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Mel G. Riggs, Vice President

  



 


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  BANKS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  BANK ONE, NA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  a national
  banking association

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  as a Bank
  and as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Main Office
  Chicago)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /Wm. Mark Cranmer/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Wm. Mark Cranmer, Director, Capital Markets

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /John A.
  Clark/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  John A.
  Clark

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /Gary
  Shekerjian/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Gary
  Shekerjian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  BANK OF SCOTLAND

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /Joseph
  Fratus/

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Joseph
  Fratus

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  First Vice
  President

  
									



 


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