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FIRST AMENDMENT TO SEVENTH RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO SEVENTH RESTATED LOAN AGREEMENT hereinafter
referred to as the "First Amendment") executed as of the 1ST day of July,
2000, by and among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the
"CWE"), WARRIOR GAS CO., a Texas corporation ("Warrior ") (CWE and Warrior
being hereinafter sometimes collectively referred to as "Borrower"), CWEI
ACQUISITIONS, INC., a Delaware corporation (hereinafter referred to as
"Guarantor"), BANK ONE, TEXAS, N.A., a national banking association ("Bank
One") and UNION BANK OF CALIFORNIA, N.A. ("Union"), Bank One and Union Bank
each in their capacity as a lender hereunder together with each and every
future holder of any note issued pursuant to this Agreement are hereinafter
collectively referred to as "Banks", and individually as a "Bank") and Bank
One, as "Agent".
W I T N E S S E T H:
WHEREAS, on December 1, 1999, Borrower Guarantor, Bank One, Union
and Agent entered into a Seventh Restated Loan Agreement (the "Seventh
Restated"); and
WHEREAS, the Borrower and the Banks have agreed to make certain
additional changes to the Seventh Restated.
NOW, THEREFORE, the parties hereto agree as follows:
1. Unless otherwise defined herein, all defined terms used herein
shall have the same meaning ascribed to such terms in the Seventh Restated.
2. Section 1 of the Seventh Restated is hereby amended in the
following respects:
(a) Section 1(v) is hereby deleted in its entirety and the
following inserted in lieu thereof:
"(v) EURODOLLAR MARGIN - the fluctuating Eurodollar
Margin in effect from day to day, shall be:
(i) two percent (2%) per annum whenever the
Total Outstandings are greater than 75% of the
Elected Borrowing Limit in effect at the time in
question;
(ii) one and three-quarters percent (1.75%)
per annum whenever the Total Outstandings are greater
than 51%, but less than or equal to 75%, of the
Elected Borrowing Limit in effect at the time in
question;
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(iii) one and one-half percent (1.50%) per
annum whenever the Total Outstandings are greater
than 25%, but less than or equal to 50%, of the
Elected Borrowing Limit in effect at the time in
question;
(iv) one and one-fourth percent (1.25%),
whenever the Total Outstandings are 25% or less of
the Elected Borrowing Limit in effect at the time in
question."
(b) Section 1(jj) is hereby deleted in its entirety and the
following inserted in lieu thereof:
"(jj) MATURITY DATE - July 31, 2002."
3. Section 13 of the Seventh Restated is hereby amended in the
following respects:
(a) Section 13(e) is hereby deleted in its entirety and the
following inserted in lieu thereof:
"(e) LIMITATION ON SALE OF COLLATERAL. Neither
Borrower nor Guarantor will sell, assign or discount any of
the Collateral or Negative Pledge Property other than (i)
sales of oil and gas production in the ordinary course of
business, (ii) sales or other disposition of obsolete
equipment which are no longer needed for the ordinary business
of Borrower or Guarantor or which are being replaced by
equipment of at least comparable value and utility, and (iii)
sales or other dispositions not exceeding $1,000,000 in the
aggregate between Borrowing Base redeterminations. If and as
any of such Collateral or Negative Pledge Properties and
interests are sold, conveyed or assigned during the term of
the Revolving Commitment, Borrower or Guarantor will prepay
against the Notes or Guarantor's obligation under its guaranty
agreement, as the case may be, 100% of the Release Price,
provided, however, that no such payments shall be required
from Borrower or Guarantor until the aggregate proceeds
received between any Borrowing Base redetermination exceeds
$1,000,000. Provided, however, notwithstanding the foregoing,
if an Event of Default has occurred and is continuing all such
amounts received by Borrower and/or Guarantor from such sale
during the continuance of an Event of Default shall be paid to
the Agent for the ratable benefit of the Banks. The term
"Release Price" as used herein shall mean the loan value of
the Collateral or the Negative Pledge Property being sold as
determined by the Agent. Any such prepayment of principal on
the Notes required by this Section 13(e) shall not be in lieu
of, but shall be in addition to, any Monthly Commitment
Reduction or any mandatory prepayment of principal required to
be made pursuant to Section 9(b) hereof. Any such prepayment
shall be applied pro rata to the principal due on the
Revolving Notes until such Revolving Notes are paid in full,
principal, interest and other amounts."
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(b) Section 13(k) is hereby amended by deleting the period
(".") at the end of Subsection 13(k)(vii) and substituting a semi-colon
and the word "and" ("; and") in lieu thereof and by the addition of a
new Subsection (viii) thereto as follows:
"(viii) other investments not exceeding $1,000,000 in
the aggregate made from and after the First Amendment Effective
Date."
4. As of the First Amendment Effective Date, the Borrowing Base
shall be $50,000,000 and the Monthly Commitment Reduction shall be $0 per
month until both the Borrowing Base and the Monthly Commitment Reduction are
redetermined pursuant to Section 17(b) of the Seventh Restated.
5. This First Amendment shall be effective as of the date first
above written, but only upon satisfaction of the conditions precedent set
forth in Paragraph 6 hereto (the "First Amendment Effective Date").
6. The obligations of Banks under this First Amendment shall be
subject to the satisfaction of the following conditions precedent:
(a) EXECUTION AND DELIVERY. The Borrower shall have executed
and delivered this First Amendment, and other required documents, all
in form and substance satisfactory to the Banks;
(b) GUARANTOR"S EXECUTION AND DELIVERY. The Guarantor shall
have executed and delivered this First Amendment and other required
documents, all in form and substance satisfactory to the Banks;
(c) CORPORATE RESOLUTIONS. Banks shall have received
appropriate certified corporate resolutions of each Borrower and the
Guarantor;
(d) GOOD STANDING AND EXISTENCE. The Banks shall have received
evidence of existence and good standing for Borrower and the Guarantor;
(e) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Borrower under the Seventh Restated are true and correct
in all material respects as of such date, as if then made (except to
the extent that such representations and warranties related solely to
an earlier date);
(f) NO EVENT OF DEFAULT. No Event of Default shall have
occurred and be continuing nor shall any event have occurred or failed
to occur which, with the passage of time or service of notice, or both,
would constitute an Event of Default;
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(g) OTHER DOCUMENTS. Each Bank shall have received such other
instruments and documents incidental and appropriate to the transaction
provided for herein as such Bank or its counsel may reasonably request,
and all such documents shall be in form and substance satisfactory to
such Bank; and
(h) LEGAL MATTERS SATISFACTORY. All legal matters incident to
the consummation of the transactions contemplated hereby shall be
satisfactory to special counsel for Bank retained at the expense of
Borrower.
7. Except to the extent its provisions are specifically amended,
modified or superseded by this First Amendment, the representations,
warranties and affirmative and negative covenants of the Borrower contained
in the Seventh Restated are incorporated herein by reference for all purposes
as if copied herein in full. The Borrower hereby restates and reaffirms each
and every term and provision of the Seventh Restated, as amended, including,
without limitation, all representations, warranties and affirmative and
negative covenants. Except to the extent its provisions are specifically
amended, modified or superseded by this First Amendment, the Seventh
Restated, as amended, and all terms and provisions thereof shall remain in
full force and effect, and the same in all respects are confirmed and
approved by the Borrower and the Banks.
8. This First Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
9. The Guarantor hereby consents to the execution of this First
Amendment by the Borrower and reaffirms its guaranty of all of the
obligations of the Borrower to the Bank. Borrower and Guarantor acknowledge
and agree that the renewal, extension and amendment of the Loan Agreement
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 Guarantor confirm and agree that (a) neither the execution of this First
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. Guarantor hereby further
confirms that it unconditionally guarantees to the extent set forth in its
Guaranty the due and punctual payment and performance of any and all amounts
and obligations owed by the Banks under the Seventh Restated or the other
Loan Documents.
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IN WITNESS WHEREOF, the parties have caused this First Amendment to
Seventh Restated to be duly executed as of the date first above written.
BORROWER:
CLAYTON WILLIAMS ENERGY, INC.
a Delaware corporation
By: /s/ L. Paul Latham
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L. Paul Latham, Executive Vice President
WARRIOR GAS CO.
a Delaware corporation
By: /s/ L. Paul Latham
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L. Paul Latham, Vice President
GUARANTOR:
CWEI ACQUISITIONS, INC.
a Delaware corporation
By: /s/ L. Paul Latham
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L. Paul Latham, Vice President
AGENT:
BANK ONE, TEXAS, N.A.
a national banking association
By: /s/ Wm. Mark Cranmer
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Wm. Mark Cranmer, Vice President
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BANKS:
BANK ONE, TEXAS, N.A.
a national banking association
By: /s/ Wm. Mark Cranmer
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Wm. Mark Cranmer, Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ John A. Clark
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Name: John A. Clark
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Title: Vice President
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By: /s/ CARL STUTZMAN
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Name: CARL STUTZMAN
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Title: SENIOR VICE PRESIDENT AND MANAGER
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