OF THIS CONSENT AND TO ESTABLISH AND
PROTECT THE RIGHTS, REMEDIES AND BENEFITS CREATED OR INTENDED TO BE CREATED FOR
THE BENEFIT OF ADMINISTRATIVE AGENT HEREIN AND IN THE CONTRACTS.
3
23.
AT ALL TIMES WHEN THE MULTIPLE RIGS CONTRACT
OR THE DRILLING CONTRACT FOR A PARTICULAR RIG IS NOT IN EFFECT, OPERATOR
REPRESENTS AND WARRANTS THAT IT WILL, AND AGREES TO, EMPLOY SUCH RIG IN ITS
OPERATIONS BEFORE USING THE DRILLING RIGS OF OTHER DRILLING CONTRACTORS TO THE
EXTENT SUCH RIG IS:
(A)
AVAILABLE FOR USE AND SUITABLE TO DRILL THE
PROPOSED WELL; AND
(B)
LOCATED IN REASONABLE PROXIMITY TO THE
PROPOSED WELL.
24.
THE OTHER PARTIES AGREE THAT NEITHER THE
ADMINISTRATIVE AGENT NOR LENDER IS BOUND BY THE SUBORDINATION PROVISIONS OF
SECTION 4.C. OF THE MULTIPLE RIGS CONTRACT.
25.
THIS CONSENT SHALL REMAIN
IN EFFECT UNTIL
THE OBLIGATIONS ARE INDEFEASIBLY PAID IN FULL.
26.
LARIAT AGREES THAT ANY LIEN IN ITS FAVOR
UNDER THE OPERATING AGREEMENT OR OTHERWISE AGAINST THE RIGS IS SUBORDINATE,
JUNIOR AND INFERIOR TO THE LIEN THEREIN IN FAVOR OF ADMINISTRATIVE AGENT AND IT
AGREES NOT TO FORECLOSE, OR TAKE OTHER ACTION IN RESPECT OF, SUCH LIEN WITHOUT
THE PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT.
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4
Executed as of the date first written above.
BORROWER:
LARCLAY, L.P.
By: Larclay GP, LLC, its general partner,
a Texas limited liability company
By:
/s/ Michael L. Pollard
Michael L. Pollard
Manager
OPERATOR:
CLAYTON WILLIAMS ENERGY, INC.
By:
/s/ Mel G. Riggs
Mel G. Riggs
Senior Vice President
and Chief Financial Officer
LARIAT SERVICES, INC.
By:
/s/ Matthew McCann
Name:
Matthew McCann
Title:
Vice President, Legal and General Counsel
ADMINISTRATIVE AGENT:
Accepted at Chicago, Illinois:
MERRILL LYNCH CAPITAL,
a division of Merrill Lynch Business Financial
Services Inc., as Administrative Agent
By:
/s/ Steve Coley
Steve Coley
Vice President, Group Credit Manager
Signature Page to Consent and Agreement