Venezuela, Inc., Clayton Williams Trading Company, Clayton Williams Pipeline
Corporation, CWEI Acquisitions, Inc., CWEI Romere Pass Acquisition Corp., Romere
Pass Acquisition L.L.C., and any other corporation or entity of which voting
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at any time owned directly or indirectly by Borrower.
4.
SECTIONS 10(A) AND (T) OF THE NINTH
RESTATED ARE HEREBY AMENDED BY DELETING SUCH SECTIONS AND THE FOLLOWING IS
INSERTED IN LIEU THEREOF:
(A)
CREATION AND EXISTENCE.
BORROWER AND
GUARANTOR ARE CORPORATIONS OR LIMITED LIABILITY COMPANIES, AS THE CASE MAY BE,
DULY ORGANIZED AND VALIDLY EXISTING IN GOOD STANDING UNDER THE LAWS OF THEIR
STATE OF INCORPORATION OR ORGANIZATION, AS THE CASE MAY BE, AND ARE DULY
QUALIFIED AS A FOREIGN CORPORATION OR LIMITED LIABILITY COMPANY, AS THE CASE MAY
BE, IN ALL JURISDICTIONS WHEREIN FAILURE TO QUALIFY MAY RESULT IN A MATERIAL
ADVERSE EFFECT.
BORROWER AND GUARANTOR HAVE ALL THE POWER AND AUTHORITY TO OWN
THEIR PROPERTIES AND ASSETS AND TO TRANSACT THE BUSINESS IN WHICH THEY ARE
ENGAGED.
(T)
GUARANTOR.
CWE OWNS, DIRECTLY OR
INDIRECTLY, ONE HUNDRED PERCENT (100%) OF THE ISSUED AND OUTSTANDING EQUITY
SECURITIES AND MEMBERSHIP INTERESTS, AS THE CASE MAY BE, OF GUARANTOR.
5.
THIS SECOND AMENDMENT SHALL BE
EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN, BUT ONLY UPON SATISFACTION OF THE
CONDITIONS PRECEDENT SET FORTH IN PARAGRAPH 5 HERETO (THE "SECOND AMENDMENT
EFFECTIVE DATE").
6.
THE OBLIGATIONS OF BANKS UNDER THIS
SECOND AMENDMENT SHALL BE SUBJECT TO THE SATISFACTION OF THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
EXECUTION AND DELIVERY.
THE BORROWER SHALL
HAVE EXECUTED AND DELIVERED THIS SECOND 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 SECOND AMENDMENT AND OTHER
REQUIRED DOCUMENTS, AND, IN ADDITION,
CWEIRPA AND ROMERE SHALL EXECUTE THE
SUBSIDIARY GUARANTY IN THE FORM ATTACHED HERETO AS EXHIBIT A, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE BANKS;
2
(C)
CONVERSION DOCUMENTS. BANKS SHALL HAVE
RECEIVED APPROPRIATE COPIES OF THE DOCUMENTS CONVERTING ROMERE CORP FROM A
CORPORATION TO A LIMITED LIABILITY COMPANY;
(D)
RESOLUTIONS.
THE AGENT SHALL HAVE RECEIVED
APPROPRIATE CERTIFIED RESOLUTIONS OF CWEIRPA AND ROMERE;
(E)
GOOD STANDING.
THE AGENT SHALL HAVE
RECEIVED EVIDENCE OF EXISTENCE AND GOOD STANDING FOR CWEIRPA AND ROMERE;
(F)
CERTIFICATES OF INCORPORATION AND
BYLAWS.
THE AGENT SHALL HAVE RECEIVED COPIES OF CERTIFICATES OF INCORPORATION,
OR SIMILAR ORGANIZATIONAL DOCUMENTS, FOR EACH OF CWEIRPA AND ROMERE, TOGETHER
WITH ALL AMENDMENTS THERETO, APPROPRIATELY CERTIFIED BY GOVERNMENTAL AUTHORITY
IN THE JURISDICTION OF INCORPORATION OF EACH OF CWEIRPA AND ROMERE, AND A COPY
OF THE BYLAWS, OR SIMILAR GOVERNING DOCUMENTS, OF CWEIRPA AND ROMERE, AND ALL
AMENDMENTS THERETO, CERTIFIED BY ONE OR MORE OFFICERS OF CWEIRPA AND ROMERE, AS
THE CASE MAY BE, AS BEING TRUE, CORRECT AND COMPLETE;
(G)
INCUMBENCY.
THE AGENT SHALL HAVE RECEIVED A
SIGNED CERTIFICATE OF EACH OF CWEIRPA AND ROMERE,