AMONGLoan Agreement • March 28th, 2000 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
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...Loan Agreement • August 11th, 2000 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
EXHIBIT 10.3Loan Agreement • March 30th, 1999 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
COMMON STOCKUnderwriting Agreement • October 15th, 1996 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
EIGHTH RESTATED LOAN AGREEMENTLoan Agreement • August 9th, 2001 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
Exhibit 10.1 PARTICIPATION AGREEMENT RELATING TO CWEI FLOYD PROSPECT III This PARTICIPATION AGREEMENT (this "Agreement") is made and entered into as of October 2, 2006 (the "Effective Date"), by and among the Parties (as defined below). FOR AND IN...Participation Agreement • November 17th, 2006 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2013 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated October 1, 2013 (the “Agreement”) is entered into by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and RBS Securities Inc., as representative (the “Representative”) of the initial purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • October 2nd, 2013 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
The Securities (as defined below) will be issued pursuant to that certain indenture (the “Indenture”), dated as of March 16, 2011, among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary.
ARTICLE I DEFINITIONSParticipation Agreement • December 14th, 2006 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
EXHIBIT 10.2Assignment and Acceptance Agreement • March 30th, 1999 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2017 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
This Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Robert C. Lyon (“Employee”) effective as of January 9, 2017 (the “Effective Date”).
SIXTH RESTATED LOAN AGREEMENT AMONGLoan Agreement • August 13th, 1998 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
CLAYTON WILLIAMS ENERGY, INC. PURCHASE AGREEMENTPurchase Agreement • June 2nd, 2004 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 19th day of May, 2004, by and between Clayton Williams Energy, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), with its principal offices at Claydesta Center, 6 Desta Dr., Midland, Texas 79705, and the purchaser whose name and address are set forth on the signature page hereof (the “Purchaser”).
CLAYTON WILLIAMS ENERGY, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE 7¾% Senior Notes due 2013Indenture • July 22nd, 2005 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
INDENTURE dated as of July 20, 2005, among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the “Company”), the SUBSIDIARY GUARANTORS (as herein defined) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2005 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT dated July 20, 2005 (the “Agreement”) is entered into by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan” or the “Initial Purchaser”).
PARTICIPATION AGREEMENT RELATING TO CWEI EAST TEXAS BOSSIER-SUNNYParticipation Agreement • November 20th, 2008 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
RECITALS:Consolidation Agreement • November 14th, 2000 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 24th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you:
AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 15th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 23, 2014, is among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2014 among CLAYTON WILLIAMS ENERGY, INC.,as Borrower CERTAIN SUBSIDIARIES OF BORROWER,as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A.,as Administrative Agent WELLS...Credit Agreement • April 25th, 2014 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
AGREEMENT NOT TO DISSENTAgreement • January 17th, 2017 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware
THIS AGREEMENT NOT TO DISSENT (this “Agreement”) is dated as of January 13, 2017, by and among The Williams Children’s Partnership, Ltd. (the “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • April 29th, 2011 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
The Securities (as defined below) will be issued pursuant to that certain indenture (the “Indenture”), dated as of March 16, 2011, among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary.
AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC AND CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017Agreement and Plan of Merger • January 17th, 2017 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2017 (this “Agreement”), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (“Parent”), WILD WEST MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), NBL PERMIAN LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Marshall Texas”), and CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
West Texas II Working Interest Trust Agreement dated May 30, 2001Clayton Williams Energy Inc /De • March 27th, 2002 • Crude petroleum & natural gas • Texas
This Trust Agreement made as of this 30th day of May, 2001, by and between Clayton Williams Energy, Inc., hereinafter referred to as “Company” or “Trustor”, and Stanley Beard, Robert L. Parker and Jordan R. Smith, members of the Compensation Committee of Trustor, hereinafter referred to as “Trustees”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2013 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Ron D. Gasser (“Employee”) effective as of February 21, 2013 (the “Restatement Date”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 15th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT, dated as of March 8, 2016, is among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto, GOLDMAN SACHS LENDING PARTNERS LLC, as Sole Lead Arranger, Sole Bookrunner and Syndication Agent (in such capacities, the “Arranger”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent.
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 27th, 2009 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
This Seventh Amendment to Amended and Restated Credit Agreement (hereinafter referred to as the “Amendment”) executed as of May 20, 2009 by and among Clayton Williams Energy, Inc., a Delaware corporation (“CWEI”), Southwest Royalties, Inc. (successor by merger to CWEI-SWR, Inc.), a Delaware corporation (“SWR”, and together with CWEI and each of their respective successors and permitted assigns, the “Borrowers” and each a “Borrower”), Warrior Gas Co., a Texas corporation (“Warrior”), CWEI Acquisitions, Inc. a Delaware corporation (“CWEI Acquisitions”), Romere Pass Acquisition L.L.C., a Delaware limited liability company (“Romere”), CWEI Romere Pass Acquisition Corp., a Delaware corporation (“Romere Corp”), Blue Heel Company, a Delaware corporation (“Blue Heel”), and Tex-Hal Partners, Inc., a Delaware corporation (“Tex-Hal,” and together with Warrior, CWEI Acquisitions, Romere, Romere Corp and Blue Heel and each of their successors and permitted assigns, the “Guarantors” and each a “Guar
LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability Company Agreement • April 25th, 2017 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement (this “Agreement”) of NBL Permian LLC, a Delaware limited liability company (the “Company”), dated effective as of January 13, 2017, is executed, agreed to and adopted, for good and valuable consideration, by NBL Texas, LLC, a Delaware limited liability company (the “Member”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 29, 2010 among CLAYTON WILLIAMS ENERGY, INC., as Borrower CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and...Credit Agreement • December 2nd, 2010 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 29, 2010, is among CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation, as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SENIOR TERM CREDIT AGREEMENT DATED AS OF MAY 21, 2004 AMONG CLAYTON WILLIAMS ENERGY, INC., AND CWEI-SWR, INC. AS BORROWERS WARRIOR GAS CO., CWEI ACQUISITIONS, INC. ROMERE PASS ACQUISITION L.L.C., AND CWEI ROMERE PASS ACQUISITION CORP. AS GUARANTORS...Assignment Agreement • June 23rd, 2004 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
New Mexico Working Interest Trust Agreement dated May 30, 2001Trust Agreement • March 27th, 2002 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
This Trust Agreement made as of this 30th day of May, 2001, by and between Clayton Williams Energy, Inc., hereinafter referred to as “Company” or “Trustor”, and Stanley Beard, Robert L. Parker and Jordan R. Smith, members of the Compensation Committee of Trustor, hereinafter referred to as “Trustees”.
CLAYTON WILLIAMS ENERGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2009 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of the _____ day of ___________________, 2008, by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 2009 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
This Fourth Amendment to Amended and Restated Credit Agreement (hereinafter referred to as the “Amendment”) executed as of July 28, 2006, by and among Clayton Williams Energy Inc., a Delaware corporation (“CWEI”), Southwest Royalties, Inc. (successor by merger to CWEI-SWR, Inc.), a Delaware corporation (“SWR”, and together with CWEI and each of their respective successors and permitted assigns, the “Borrowers” and each a “Borrower”), Warrior Gas Co., a Texas corporation (“Warrior”), CWEI Acquisitions, Inc. a Delaware corporation (“CWEI Acquisitions”), Romere Pass Acquisition L.L.C., a Delaware limited liability company (“Romere”), CWEI Romere Pass Acquisition Corp., a Delaware corporation (“Romere Corp”), Blue Heel Company, a Delaware corporation (“Blue Heel”), and Tex-Hal Partners, Inc., a Delaware corporation (“Tex-Hal,” and together with Warrior, CWEI Acquisitions, Romere, Romere Corp and Blue Heel and each of their successors and permitted assigns, the “Guarantors” and each a “Guar
THIRD AMENDMENT TO NINTH RESTATED LOAN AGREEMENTLoan Agreement • March 11th, 2004 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
THIS THIRD AMENDMENT TO NINTH RESTATED LOAN AGREEMENT (hereinafter referred to as the “Third Amendment”) executed as of the 3rd day of March, 2004, 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 (“CWEI”), CWEI ROMERE PASS ACQUISITION CORP., a Delaware corporation (“CWEIRPA”) and ROMERE PASS ACQUISITION L.L.C., a Delaware limited liability company (“Romere”) (CWEI, CWEIRPA and Romere being hereinafter sometimes collectively referred to as “Guarantors”), BANK ONE, NA, a national banking association (“Bank One”), UNION BANK OF CALIFORNIA, N.A., a national banking association (“Union”) and BANK OF SCOTLAND (“BOS”) (Bank One, Union Bank and BOS each in their capacity as a lender hereunder together with each and every future holder of any note issued pursuant to this Agreement a
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 14th, 2014 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) entered into on November 12, 2014 (the “Amendment Effective Date”) is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Borrower, the “Guarantors”), the Lenders party hereto (as defined below), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as issuing bank (in such capacity, the “Issuing Bank”).
