THE SAME INSTRUMENT.
10.
THE GUARANTORS HEREBY CONSENT TO THE
EXECUTION OF THIS SECOND AMENDMENT BY THE BORROWER AND REAFFIRM THEIR GUARANTY
OF ALL OF THE OBLIGATIONS OF THE BORROWER TO THE BANK.
BORROWER AND EACH
GUARANTOR ACKNOWLEDGE AND AGREE THAT THE RENEWAL, EXTENSION AND AMENDMENT OF THE
NINTH RESTATED SHALL NOT BE CONSIDERED A NOVATION OF ACCOUNT OR NEW CONTRACT BUT
THAT ALL EXISTING RIGHTS, TITLES, POWERS, LIENS, SECURITY INTERESTS AND ESTATES
IN FAVOR OF THE BANKS CONSTITUTE VALID AND EXISTING OBLIGATIONS AND LIENS AND
SECURITY INTERESTS AS AGAINST THE COLLATERAL IN FAVOR OF THE BANKS.
BORROWER
AND EACH GUARANTOR CONFIRM AND AGREE THAT (A) NEITHER THE EXECUTION OF THIS
SECOND AMENDMENT OR ANY OTHER 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]
4
IN WITNESS WHEREOF, the parties have caused this Second 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
EXHIBIT A
SUBSIDIARY GUARANTY
THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of the
day of
DECEMBER, 2003, by CWEI ROMERE PASS ACQUISITION CORP., a Delaware corporation
("CWEIRPA") and ROMERE PASS ACQUISITION L.L.C., a Delaware limited liability
company ("Romere") (collectively, CWEIRPA and Romere are hereinafter referred to
as the "Subsidiary Guarantors") in favor of the Agent, for the benefit of the
Banks, under the Loan Agreement referred to below;
WITNESSETH:
WHEREAS, CLAYTON WILLIAMS ENERGY, INC, a Delaware corporation ("CWE") and
WARRIOR GAS CO., a Texas corporation ("Warrior") (CWE and Warrior being
hereinafter