0001104659-05-033632 Sample Contracts

CLAYTON WILLIAMS ENERGY, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE 7¾% Senior Notes due 2013
Indenture • 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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