(EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
RELATE SOLELY TO AN EARLIER DATE).
3.3
NO DEFAULT.
NO DEFAULT OR UNMATURED DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING.
3.4
LARCLAY DRILLING CONTRACT, LARCLAY OPERATING
AGREEMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTEE.
CWEI SHALL HAVE
DELIVERED TO THE ADMINISTRATIVE AGENT A TRUE AND CORRECT COPY OF EACH OF (I) THE
LARCLAY DRILLING CONTRACT, (II) THE LARCLAY OPERATING AGREEMENT, (III) THE
ASSIGNMENT AND ASSUMPTION AGREEMENT EXECUTED ON MARCH 13, 2009 BY LARIAT
SERVICES, INC. AND CWEI AND (IV) THE GUARANTEE AGREEMENT EVIDENCING THE
GUARANTEE BY CWEI OF CERTAIN INDEBTEDNESS OF LARCLAY, TOGETHER WITH A
CERTIFICATE OF AN AUTHORIZED OFFICER OF CWEI CERTIFYING THAT EACH IS A TRUE,
COMPLETE AND CORRECT COPY, INCLUDING ALL AMENDMENTS THERETO THROUGH THE DATE
HEREOF.
3.5
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED SUCH OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND
APPROPRIATE TO THE TRANSACTION PROVIDED FOR HEREIN AS THE ADMINISTRATIVE AGENT
OR ITS SPECIAL COUNSEL MAY REASONABLY REQUEST, AND ALL SUCH DOCUMENTS SHALL BE
IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
3.6
AMENDMENT FEE.
BORROWERS SHALL HAVE PAID TO
ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF EACH LENDER FOR WHICH THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (BY FACSIMILE OR OTHERWISE) AN EXECUTED
COUNTERPART OF THIS AMENDMENT (OR A RELEASE FROM ESCROW OF AN EXECUTED
COUNTERPART OF THIS AMENDMENT PREVIOUSLY DELIVERED IN ESCROW FOR THIS AMENDMENT)
BY 3:00 P.M. (DALLAS, TEXAS TIME) ON APRIL 14, 2009 (OR SUCH LATER DATE OR TIME
AS THE ADMINISTRATIVE AGENT AND THE BORROWERS MAY AGREE), AN AMENDMENT FEE IN
THE AMOUNT SEPARATELY AGREED UPON BY BORROWERS AND ADMINISTRATIVE AGENT.
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF BORROWERS.
TO
INDUCE THE LENDERS TO ENTER INTO THIS AMENDMENT, THE BORROWERS HEREBY REPRESENT
AND WARRANT TO THE LENDERS AS FOLLOWS:
4.1
REAFFIRMATION OF REPRESENTATIONS AND
WARRANTIES/FURTHER ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS HEREIN,
EACH REPRESENTATION AND WARRANTY OF ANY BORROWER OR
6
ANY GUARANTOR CONTAINED IN THE AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS
IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE HEREOF (EXCEPT TO THE
EXTENT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER DATE).
4.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE
EXECUTION, DELIVERY AND PERFORMANCE BY EACH BORROWER AND EACH GUARANTOR (TO THE
EXTENT A PARTY HERETO OR THERETO) OF THIS AMENDMENT AND ALL DOCUMENTS,
INSTRUMENTS AND AGREEMENTS CONTEMPLATED HEREIN ARE WITHIN EACH SUCH BORROWER'S
OR SUCH GUARANTOR'S CORPORATE OR OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY
AUTHORIZED BY NECESSARY ACTION, REQUIRE NO ACTION BY OR IN RESPECT OF, OR FILING
WITH, ANY COURT OR AGENCY OF GOVERNMENT AND DO NOT VIOLATE OR CONSTITUTE A
DEFAULT UNDER ANY PROVISION OF ANY APPLICABLE LAW OR OTHER AGREEMENTS BINDING
UPON ANY BORROWER OR ANY GUARANTOR OR RESULT IN THE CREATION 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