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.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the parties have caused this Third Amendment to Ninth
Restated to be duly executed as of the date first above written.
BORROWER:
CLAYTON WILLIAMS ENERGY, INC.
a Delaware corporation
By:
/s/ MEL G. RIGGS
Mel G. Riggs, Senior Vice President-Finance
WARRIOR GAS CO.
a Delaware corporation
By:
/s/ MEL G. RIGGS
Mel G. Riggs, Senior Vice President-Finance
GUARANTORS:
CWEI ACQUISITIONS, INC.
a Delaware corporation
By:
/s/ MEL G. RIGGS
Mel G. Riggs, Senior Vice President-Finance
CWEI ROMERE PASS ACQUISITION CORP.
a Delaware corporation
By:
/s/ MEL G. RIGGS
Name:
Mel G. Riggs
Title:
Vice President and Treasurer
ROMERE PASS ACQUISITION L.L.C.
a Delaware limited liability company
By:
/s/ MEL G. RIGGS
Name:
Mel G. Riggs
Title:
Vice President and Treasurer
BANKS:
BANK ONE, NA
a national banking association
as a Bank and as Administrative Agent
(Main Office Chicago)
By:
/s/ WILLIAM MARK CRANMER
Wm. Mark Cranmer, Director, Capital Markets
UNION BANK OF CALIFORNIA, N.A.
By:
/s/ JOHN CLARK
Name:
John Clark
Title:
Vice President
By:
/s/ SEAN MURPHY
Name:
Sean Murphy
Title:
Vice President
BANK OF SCOTLAND
By:
/s/ JOSEPH FRATUS
Name:
Joseph Fratus
Title:
First Vice President