EACH BORROWER AND EACH GUARANTOR ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS (I) THE ENFORCEABILITY THEREOF MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITOR'S RIGHTS
GENERALLY, AND (II) THE AVAILABILITY OF EQUITABLE REMEDIES MAY BE LIMITED BY
EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
SECTION 5.
MISCELLANEOUS.
5.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
ANY AND ALL OF THE TERMS AND PROVISIONS OF THE AGREEMENT AND THE LOAN DOCUMENTS
SHALL, EXCEPT AS AMENDED AND MODIFIED HEREBY, REMAIN IN FULL FORCE AND EFFECT.
EACH BORROWER HEREBY AGREES THAT THE AMENDMENTS AND MODIFICATIONS HEREIN
CONTAINED SHALL IN NO MANNER AFFECT OR IMPAIR THE LIABILITIES, DUTIES AND
OBLIGATIONS OF SUCH BORROWER OR ANY GUARANTOR UNDER THE AGREEMENT AND THE OTHER
LOAN DOCUMENTS OR THE LIENS SECURING THE PAYMENT AND PERFORMANCE THEREOF.
5.2
PARTIES IN INTEREST.
ALL OF THE TERMS AND
PROVISIONS OF THIS AMENDMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
5.3
LEGAL EXPENSES.
THE BORROWERS HEREBY AGREE,
JOINTLY AND SEVERALLY, TO PAY ALL REASONABLE FEES AND EXPENSES OF COUNSEL TO THE
ADMINISTRATIVE AGENT INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
PREPARATION, NEGOTIATION AND EXECUTION OF THIS AMENDMENT AND ALL RELATED
DOCUMENTS.
5.4
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE
COUNTERPARTS EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN
ORIGINAL, BUT ALL SUCH COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE
SAME INSTRUMENT; SIGNATURE PAGES MAY BE DETACHED FROM MULTIPLE SEPARATE
COUNTERPARTS AND ATTACHED TO A SINGLE COUNTERPART SO THAT ALL SIGNATURE
PAGES ARE PHYSICALLY ATTACHED TO THE SAME DOCUMENT.
HOWEVER, THIS AMENDMENT
SHALL BIND NO PARTY UNTIL THE BORROWERS, THE GUARANTORS, THE LENDERS (OR AT
LEAST THE REQUISITE PERCENTAGE THEREOF), AND THE ADMINISTRATIVE AGENT HAVE
EXECUTED A COUNTERPART.
DELIVERY OF PHOTOCOPIES OF THE SIGNATURE PAGES TO THIS
AMENDMENT BY FACSIMILE OR ELECTRONIC MAIL SHALL BE EFFECTIVE AS DELIVERY OF
MANUALLY EXECUTED COUNTERPARTS OF THIS AMENDMENT.
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5.5
COMPLETE AGREEMENT.
THIS AMENDMENT, THE
AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
5.6
HEADINGS.
THE HEADINGS, CAPTIONS AND
ARRANGEMENTS USED IN THIS AMENDMENT ARE, UNLESS SPECIFIED OTHERWISE, FOR
CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO LIMIT, AMPLIFY OR MODIFY THE TERMS
OF THIS AMENDMENT, NOR AFFECT THE MEANING THEREOF.
[Signature Pages Follow]
8
IN WITNESS WHEREOF, the parties have caused this Sixth Amendment to Amended and
Restated Credit Agreement to be duly executed as of the date first above
written.
BORROWERS:
CLAYTON WILLIAMS ENERGY, INC.
a Delaware corporation
By:
/s/ Mel G. Riggs
Mel G. Riggs, Senior Vice President
SOUTHWEST ROYALTIES, INC.
a Delaware corporation
By:
/s/ Mel G. Riggs
Mel G. Riggs, Vice President
GUARANTORS:
WARRIOR GAS CO.
a Texas corporation
By:
/s/ Mel G. Riggs
Mel G. Riggs, Vice President