0001104659-12-054937 Sample Contracts

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 7th, 2012 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York

This Fourth Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) dated as of April 23, 2012, is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower as Guarantors, the Lenders party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless the context otherwise requires or unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

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To: Clayton Williams Energy, Inc. (“Clayton Williams” or the “Company”) From: JPMorgan Chase Bank, N.A. (“J.P. Morgan” or the “Administrative Agent”) Re: Clayton Williams Spring Redetermination
Credit Agreement • August 7th, 2012 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas

The May 1, 2012 Redetermination of the Borrowing Base for Clayton Williams has been completed. Pursuant to Article III of the Second Amended and Restated Credit Agreement dated November 29, 2010, please be advised that all lenders have approved the proposed Borrowing Base increase from $475,000,000 to $565,000,000 and continuing until the next Redetermination scheduled for November 1, 2012. Additionally, the Administrative Agent and all Lenders have approved the increase in the Maximum Facility Amount from $500,000,000 to $565,000,000 effective as of May 22, 2012. All Lenders have elected to participate in the requested increase.

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