BE AND IT
HEREBY IS AMENDED BY ADDING THE FOLLOWING DEFINITIONS IN THE CORRECT
ALPHABETICAL ORDER:
"Drilling Venture" means the drilling rig joint venture among CWEI and Lariat
through Larclay.
"Larclay" means Larclay, LLC, a Delaware limited liability company.
"Lariat" means Lariat Services, Inc., a Texas corporation.
"Second Amendment Effective Date" means December 30, 2005.
1.2
BORROWING BASE. SECTION 4.1 OF THE AGREEMENT SHALL BE AND IT HEREBY
IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
BORROWING BASE. THE AGGREGATE AMOUNT OF CREDIT AVAILABLE TO THE BORROWERS UNDER
THIS AGREEMENT SHALL BE LIMITED BY A BORROWING BASE (HEREIN SO CALLED) WHICH
SHALL BE DETERMINED BY THE LENDERS AT THE TIMES AND IN ACCORDANCE WITH THE
STANDARDS AND PROCEDURES SET FORTH IN THIS ARTICLE IV. SUBJECT TO SECTION 4.2
HEREOF, DURING THE PERIOD FROM THE SECOND AMENDMENT EFFECTIVE DATE TO THE FIRST
DETERMINATION DATE AFTER THE SECOND AMENDMENT EFFECTIVE DATE, THE BORROWING BASE
SHALL BE $150,000,000.
1.3
NOTICE OF REDETERMINATION. SECTION 4 OF THE AGREEMENT SHALL BE AND
IT HEREBY IS AMENDED BY ADDING THE FOLLOWING AS SECTION 4.6 OF SUCH SECTION:
4.6
Notice of Redetermination. In addition to notification of any
Scheduled Redetermination of the Borrowing Base pursuant to Section 4.2,
promptly following any other redetermination of the Borrowing Base pursuant to
this Section 4 after the Second Amendment Effective Date, the Administrative
Agent shall notify Borrowers of the amount of the redetermined Borrowing Base,
which Borrowing Base shall be effective as of the Determination Date specified
in such notice, and such Borrowing Base shall remain in effect for all purposes
of this Agreement until the next Determination Date.
1.4
INVESTMENTS AND ACQUISITIONS. SECTION 8.15 OF THE AGREEMENT SHALL
BE AND IT HEREBY IS AMENDED BY DELETING CLAUSE (VIII) AND INSERTING THE
FOLLOWING AS CLAUSES (VIII) AND (IX) OF SUCH SECTION:
(VIII)
INVESTMENTS BY CWEI IN THE DRILLING VENTURE, INCLUDING LOANS,
ADVANCES OR OTHER EXTENSIONS OF CREDIT TO LARIAT; PROVIDED THAT THE AMOUNT OF
SUCH INVESTMENTS MADE PURSUANT TO THIS CLAUSE (VIII) OF SECTION 8.15 DOES NOT
EXCEED IN THE AGGREGATE, $20,000,000 AND THE PROCEEDS OF SUCH INVESTMENTS ARE
USED BY LARIAT TO MAKE DEPOSITS ON DRILLING RIGS AND RELATED EQUIPMENT TO BE
ACQUIRED BY LARCLAY OR LARCLAY'S SUBSIDIARIES AND BY LARCLAY OR LARCLAY'S
SUBSIDIARIES TO ACQUIRE, OWN, OPERATE AND MAINTAIN DRILLING RIGS AND RELATED
EQUIPMENT.
2
(IX)
OTHER INVESTMENTS NOT OTHERWISE DESCRIBED IN CLAUSES (I) THROUGH
(VIII) ABOVE; PROVIDED THAT, THE AGGREGATE AMOUNT OF ALL OTHER INVESTMENTS MADE
PURSUANT TO THIS CLAUSE (IX) OUTSTANDING AT ANY TIME SHALL NOT EXCEED $1,000,000
(CALCULATED BASED ON THE ORIGINAL COST OF SUCH INVESTMENT).
SECTION 2.
CONSENT AND REAFFIRMATION OF GUARANTORS. BY THEIR EXECUTION
HEREOF, EACH GUARANTOR HEREBY (I) ACKNOWLEDGES RECEIPT OF THIS AMENDMENT, (II)
CONSENTS TO THE BORROWERS' EXECUTION AND DELIVERY HEREOF; (III) AGREES TO BE
BOUND HEREBY; (IV) AFFIRMS THAT NOTHING CONTAINED THEREIN SHALL MODIFY IN ANY
RESPECT WHATSOEVER ITS GUARANTY OF THE OBLIGATIONS OF THE BORROWERS TO LENDERS
PURSUANT TO THE TERMS OF ITS GUARANTY IN FAVOR OF