Exhibit 10.3
SECOND AMENDMENT TO NINTH RESTATED LOAN AGREEMENT AND WAIVER
THIS SECOND AMENDMENT TO NINTH RESTATED LOAN AGREEMENT
AND WAIVER (hereinafter
referred to as the "Second Amendment") executed as of the
day of December,
2003, 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"), CWEI ROMERE PASS
ACQUISITION CORP., a Delaware corporation ("CWEIRPA") and ROMERE PASS
ACQUISITION L.L.C., a Delaware limited liability company ("Romere") (CWEI,
CWEIRPA 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".
WITNESSETH:
WHEREAS, on July 18, 2002, Borrower, CWEI, Romere Pass Acquisition Corp., a
Delaware corporation ("Romere Corp"), Bank One, Union, BOS and Agent entered
into a Ninth Restated Loan Agreement, as amended by that certain First Amendment
to Ninth Restated Loan Agreement dated as of August 9, 2002 (as amended,
restated or modified from time to time, the "Ninth Restated");
WHEREAS, the Borrower has informed the Banks that (i) CWE proposes to contribute
100% of the issued and outstanding capital stock of Romere Corp to CWEIRPA for
100% of the issued and outstanding capital stock of CWEIRPA and (ii) Romere Corp
will convert from a corporation to a limited liability company, Romere Pass
Acquisition L.L.C. (collectively, the "Romere Conversion");
WHEREAS, the Romere Conversion is prohibited pursuant to Sections 13(f) and
13(k) of the Ninth Restated and the Borrower has requested that the Banks
consent to the Romere Conversion and waive the requirements of Sections 13(f)
and 13(k) of the Ninth Restated; and
WHEREAS, subject to the conditions set forth herein, the Banks hereby consent to
the Romere Conversion and waive the requirements of Sections 13(f) and (k) of
the Ninth Restated with respect to the Romere Conversion and 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.
1
2.
CWEIRPA AND ROMERE HEREBY JOIN THE
NINTH RESTATED AND ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS THEREOF.
CWEIRPA AND ROMERE SHALL HENCEFORTH BE DEEMED A GUARANTOR,
TOGETHER WITH CWEI, FOR ALL PURPOSES OF THE NINTH RESTATED, THE NOTES AND THE
LOAN DOCUMENTS.
3.
SECTION 1 OF THE NINTH RESTATED IS
HEREBY AMENDED BY DELETING THE DEFINITION OF "SUBSIDIARIES" AND THE FOLLOWING IS
INSERTED IN LIEU THEREOF:
Subsidiaries means Warrior, Clajon Industrial Gas, Inc., Clayton Williams