OR IMPOSITION OF ANY LIEN UPON ANY OF
THE ASSETS OF ANY BORROWER OR ANY GUARANTOR EXCEPT FOR PERMITTED LIENS AND
OTHERWISE AS PERMITTED IN THE AGREEMENT.
4.3
ENFORCEABILITY.
THIS AMENDMENT CONSTITUTES THE VALID AND BINDING
OBLIGATION OF 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.
5.5
COMPLETE AGREEMENT.
THIS AMENDMENT, THE AGREEMENT, AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
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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]
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IN WITNESS WHEREOF, the parties have caused this First 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/ Mark Tisdale
Mark Tisdale,