Exhibit 10.4
THIRD AMENDMENT TO NINTH RESTATED LOAN AGREEMENT
THIS THIRD AMENDMENT TO NINTH RESTATED LOAN AGREEMENT
(hereinafter referred to
as the "Third Amendment") executed as of the 3rd day of March, 2004, 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 and by the certain
Second Amendment to Ninth Restated Loan Agreement dated as of December 23, 2003
(as amended, restated or modified from time to time, the "Ninth Restated");
WHEREAS, the Borrower has requested that Agent and the Banks amend the Ninth
Restated to (i) reduce the Borrowing Base to $95,000,000.00 and (ii) extend the
Maturity Date to December 31, 2005; and Agent and the Banks have agreed to do so
on the terms and conditions hereinafter set forth.
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 "MATURITY DATE" AND THE FOLLOWING
IS INSERTED IN LIEU THEREOF:
Maturity Date means December 31, 2005.
3.
SECTION 7(A) IS HEREBY AMENDED BY
DELETING SUCH SECTION AND THE FOLLOWING IS INSERTED IN LIEU THEREOF:
(A)
BORROWING BASE.
DURING THE PERIOD FROM
MARCH 3, 2004 TO THE NEXT DETERMINATION DATE, THE BORROWING BASE SHALL BE
$95,000,000.00.
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4.
THE BORROWER SHALL PAY TO AGENT, FOR
THE RATABLE BENEFIT OF THE BANKS, AN AMENDMENT FEE EQUAL TO ONE-EIGHTH OF ONE
PERCENT (.125%) OF THE BORROWING BASE, WHICH FEE IS DUE AND PAYABLE ON THE DATE
HEREOF.
5.
THIS THIRD 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 "THIRD AMENDMENT EFFECTIVE
DATE").
6.
THE OBLIGATIONS OF BANKS UNDER THIS
THIRD AMENDMENT SHALL BE SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
EXECUTION AND DELIVERY.
THE BORROWER