0001104659-16-105273 Sample Contracts

AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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.

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit 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.

STANDSTILL AGREEMENT
Standstill Agreement • March 15th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware

THIS STANDSTILL AGREEMENT, dated as of March 15, 2016 (this “Agreement”), is entered into by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and [·], a [·] (the “Purchaser”). Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Credit Agreement (as defined below).

CLAYTON WILLIAMS ENERGY, INC. WARRANT TO PURCHASE COMMON STOCK
Standstill Agreement • March 15th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 15th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 15, 2016, between and among Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and each of the sellers listed on Schedule I attached hereto, as amended from time to time in accordance with any transfers permitted under this Agreement (each, a “Seller” and collectively, the “Sellers”).

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