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