0001104659-16-141906 Sample Contracts

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 29th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • New York

This AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) entered into on August 26, 2016 is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (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”).

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STOCKHOLDER AGREEMENT
Stockholder Agreement • August 29th, 2016 • Clayton Williams Energy Inc /De • Crude petroleum & natural gas • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of August 29, 2016, is entered into by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Ares Management LLC (“Ares”) on behalf of the entities listed on Exhibit A hereto (collectively, the “Stockholders”).

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