UNCONDITIONAL LIMITED GUARANTYUnconditional Limited Guaranty • April 26th, 2006 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Illinois
FOR VALUE RECEIVED, and in order to induce the Lenders (as defined in the Loan Agreement, set forth below) to advance moneys or extend or continue to extend credit to or for the benefit of, or enter into any other financial accommodations with LARCLAY, L.P., a limited partnership organized and existing under the laws of the State of Texas (with any successor in interest, including, without limitation, any successor by merger or by operation of law, herein collectively referred to as “Borrower”) under: (a) that certain TERM LOAN AND SECURITY AGREEMENT dated of even date herewith by and among MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. as administrative agent (the “Administrative Agent”), for itself and each of the Lenders, and Borrower (as the same may hereafter be amended, restated, supplemented, or otherwise modified from time to time, “Loan Agreement”; capitalized terms, to the extent not otherwise defined herein, shall have the meanings assign
CONSENT AND AGREEMENTConsent and Agreement • April 26th, 2006 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas
This Consent and Agreement (the “Consent”) is entered into this 21st day of April, 2006 by and among LARCLAY, L.P. (“Borrower”), CLAYTON WILLIAMS ENERGY, INC. (“Operator”), LARIAT SERVICES, INC. (“Lariat” and together with Borrower and Operator “Other Parties”) and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services, Inc., as Administrative Agent (“Administrative Agent”) for the lenders from time to time party to the Loan Agreement (defined below). For purposes hereof, the term “Lenders” has the meaning assigned to it in the Loan Agreement.
DRILLING CONTRACT FOR MULTIPLE RIGSDrilling Contract • April 26th, 2006 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Texas
This Contractis entered into on this 21st day of April, 2006, by LARCLAY, L.P. a Texas limited partnership, whose address is 701 South Taylor, Suite 426, Amarillo Texas, 79101 (together with its successors and permitted assigns, “Contractor”) and Clayton Williams Energy, Inc., whose address is Six Desta Drive, Suite 3000, Midland Texas, 79705 (together with its successors and permitted assigns, “Operator” and together with Contractor, “Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • April 26th, 2006 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Illinois
THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of April 21, 2006, is made by CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (“CWEI”), and LARIAT SERVICES, INC., a Texas corporation (“Lariat”; CWEI and Lariat are each a “Covered Creditor” and collectively, the “Covered Creditors”) for the benefit of (1) MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., a Delaware corporation, as administrative agent (“Administrative Agent”) for the Lenders (as such term is defined in the below-mentioned Loan Agreement), and (2) the Lenders.
