CLAYTON WILLIAMS ENERGY INC Contracts & Agreements

AGREEMENT AND PLAN OF MERGER BY AND AMONG NOBLE ENERGY, INC., WILD WEST MERGER SUB, INC., NBL PERMIAN LLC AND CLAYTON WILLIAMS ENERGY, INC. DATED AS OF JANUARY 13, 2017 (Filed With SEC on January 17, 2017)

SUPPORT AGREEMENT (Filed With SEC on January 17, 2017)

AGREEMENT NOT TO DISSENT (Filed With SEC on January 17, 2017)

EMPLOYMENT AGREEMENT (Filed With SEC on January 12, 2017)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on November 7, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on October 25, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on October 5, 2016)

SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT (Filed With SEC on October 5, 2016)

STOCKHOLDER AGREEMENT (Filed With SEC on August 29, 2016)

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on August 29, 2016)

COMMON STOCK PURCHASE AGREEMENT by and among CLAYTON WILLIAMS ENERGY, INC. and THE PURCHASERS NAMED ON SCHEDULE A HERETO July 22, 2016 (Filed With SEC on July 25, 2016)

AMENDMENT NO. 2 TO CREDIT AGREEMENT (Filed With SEC on July 25, 2016)

CERTIFICATE OF DESIGNATION OF THE SPECIAL VOTING PREFERRED STOCK OF CLAYTON WILLIAMS ENERGY, INC. Pursuant to the General Corporation Law of the State of Delaware (Filed With SEC on March 15, 2016)

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on November 9, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on August 7, 2015)

CWEI AUSTIN CHALK REWARD PLAN (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

CWEI AUSTIN CHALK REWARD PLAN II (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

CWEI AUSTIN CHALK REWARD PLAN III (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

CWEI AMACKER TIPPETT REWARD PLAN (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

CWEI DELAWARE BASIN REWARD PLAN (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

CWEI DELAWARE BASIN II REWARD PLAN (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

CWEI EAGLE FORD I REWARD PLAN (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

CWEI EAGLE FORD II REWARD PLAN (As Amended Through August 6, 2015) ARTICLE I Purpose of Plan (Filed With SEC on August 7, 2015)

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on February 26, 2015)

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on November 14, 2014)

CWEI ANDREWS PROPERTIES I REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on June 25, 2014)

CWEI EAGLE FORD II REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on June 25, 2014)

CWEI DELAWARE BASIN II REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on June 25, 2014)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 23, 2014 among CLAYTON WILLIAMS ENERGY, INC.,as Borrower CERTAIN SUBSIDIARIES OF BORROWER,as Guarantors The Lenders... (Filed With SEC on April 25, 2014)

PURCHASE AGREEMENT (Filed With SEC on October 2, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on October 2, 2013)

EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT (Filed With SEC on September 23, 2013)

CWEI EAGLE FORD I REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on August 22, 2013)

CWEI EAST PERMIAN REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on August 22, 2013)

CWEI OKLAHOMA 3D PHASE 1 REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on May 28, 2013)

CWEI OKLAHOMA 3D PHASE 2 REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on May 28, 2013)

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT (Filed With SEC on April 30, 2013)

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on March 5, 2013)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on March 5, 2013)

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on November 6, 2012)

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on August 7, 2012)

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on August 5, 2011)

CWEI ANDREWS UNIVERSITY REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on June 30, 2011)

CWEI AUSTIN CHALK REWARD PLAN III ARTICLE I Purpose of Plan (Filed With SEC on June 30, 2011)

CWEI DELAWARE BASIN REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on June 30, 2011)

CWEI ANDREWS SAMSON REWARD PLAN II ARTICLE I Purpose of Plan (Filed With SEC on June 30, 2011)

CWEI SOUTH LOUISIANA REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on June 30, 2011)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on June 7, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on June 7, 2011)

PURCHASE AGREEMENT (Filed With SEC on April 29, 2011)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on April 29, 2011)

PURCHASE AGREEMENT (Filed With SEC on March 17, 2011)

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on March 7, 2011)

CWEI ANDREWS FEE REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on October 22, 2010)

CWEI ANDREWS SAMSON REWARD PLAN ARTICLE I Purpose of Plan (Filed With SEC on October 22, 2010)

CWEI AUSTIN CHALK REWARD PLAN II ARTICLE I Purpose of Plan (Filed With SEC on October 22, 2010)

EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on May 5, 2010)

EMPLOYMENTAGREEMENT (Filed With SEC on March 18, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on March 18, 2010)

EMPLOYMENTAGREEMENT (Filed With SEC on March 18, 2010)

CWEIFUHRMAN-MASCHO REWARD PLAN ARTICLEI Purpose ofPlan (Filed With SEC on December 2, 2009)

SEVENTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on May 27, 2009)

SEVENTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on May 26, 2009)

SIXTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on April 17, 2009)

TERM LOANAND SECURITY AGREEMENT dated as of April 21,2006 among LARCLAY, L.P., as Borrower, THE LENDERS FROM TIME TOTIME PARTY HERETO, and MERRILL LYNCH CAPITAL, a division of... (Filed With SEC on April 17, 2009)

FOURTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on March 16, 2009)

AMENDMENTTO SECOND AMENDED AND RESTATED SERVICE AGREEMENT (Filed With SEC on March 16, 2009)

CLAYTONWILLIAMS ENERGY, INC. INDEMNIFICATIONAGREEMENT (Filed With SEC on March 16, 2009)

ASSIGNMENT AND ASSUMPTIONAGREEMENT (Filed With SEC on March 16, 2009)

CONSULTINGAGREEMENT (Filed With SEC on December 2, 2008)

PARTICIPATIONAGREEMENT RELATINGTO CWEIEAST TEXAS BOSSIER-SUNNY (Filed With SEC on November 20, 2008)

PARTICIPATIONAGREEMENT RELATINGTO CWEI- - SACRAMENTO BASIN I (Filed With SEC on August 14, 2008)

CWEIAMAKER TIPPETT REWARD PLAN ARTICLEI Purpose ofPlan (Filed With SEC on June 25, 2008)

CWEIAUSTIN CHALK REWARD PLAN ARTICLEI Purpose ofPlan (Filed With SEC on June 25, 2008)

CWEIBARSTOW AREA REWARD PLAN ARTICLEI Purpose ofPlan (Filed With SEC on June 25, 2008)

PARTICIPATIONAGREEMENT RELATINGTO CWEICROCKETT COUNTY AREA (Filed With SEC on June 25, 2008)

PARTICIPATIONAGREEMENT RELATINGTO CWEINORTH LOUISIANA BOSSIER III (Filed With SEC on June 25, 2008)

PARTICIPATIONAGREEMENT RELATINGTO CWEINORTH LOUISIANA HOSSTON/COTTON VALLEY III (Filed With SEC on June 25, 2008)

PARTICIPATIONAGREEMENT RELATINGTO CWEISOUTH LOUISIANA VI (Filed With SEC on June 25, 2008)

PARTICIPATIONAGREEMENT RELATINGTO CWEIUTAH (Filed With SEC on June 25, 2008)

FIFTHAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on June 18, 2008)

PARTICIPATION AGREEMENT RELATING TO EAST TEXAS BOSSIER BIG BILL SIMPSON (Filed With SEC on December 20, 2007)

PARTICIPATION AGREEMENT RELATING TO EAST TEXAS BOSSIER - MARGARITA (Filed With SEC on December 20, 2007)

PARTICIPATION AGREEMENT RELATING TO RMS/WARWINK (Filed With SEC on April 13, 2007)

[JPMorgan Chase Bank Letterhead] (Filed With SEC on March 27, 2007)

SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT AND AMENDMENT TO LIMITED GUARANTY (Filed With SEC on March 27, 2007)

SouthwestRoyalties Reward Plan ARTICLE I Purpose of Plan (Filed With SEC on January 18, 2007)

Notice Of Bonus Award Under The Southwest Royalties Reward Plan (Filed With SEC on January 18, 2007)

PARTICIPATION AGREEMENT RELATING TO SOUTH LOUISIANA IV (Filed With SEC on August 7, 2006)

PARTICIPATION AGREEMENT RELATING TO NORTH LOUISIANA HOSSTON/COTTON VALLEY (Filed With SEC on August 7, 2006)

PARTICIPATION AGREEMENT RELATING TO NORTH LOUISIANA - BOSSIER (Filed With SEC on August 7, 2006)

THIRD AMENDMENT TOAMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on July 14, 2006)

AGREEMENTOF LIMITED PARTNERSHIP OF FLOYD PROSPECT II, L.P. (Filed With SEC on May 17, 2006)

LIMITEDLIABILITY COMPANY AGREEMENT OF LARCLAY GP,LLC (a Texas limited liability company) (Filed With SEC on April 26, 2006)

AGREEMENT OF LIMITED PARTNERSHIP OF LARCLAY, L.P. (a Texas limited partnership) (Filed With SEC on April 26, 2006)

DRILLINGCONTRACT FOR MULTIPLERIGS (Filed With SEC on April 26, 2006)

SUBORDINATION AGREEMENT (Filed With SEC on April 26, 2006)

CONSENT AND AGREEMENT (Filed With SEC on April 26, 2006)

[JPMorgan Chase BankLetterhead] (Filed With SEC on April 26, 2006)

Maximum Guaranteed Amount (Filed With SEC on April 26, 2006)

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on March 16, 2006)

FIFTHAMENDMENT TO 1993 STOCKCOMPENSATION PLAN OF CLAYTONWILLIAMS ENERGY, INC. (Filed With SEC on March 16, 2006)

SECONDAMENDMENT TO OUTSIDEDIRECTORS STOCK OPTION PLAN OF CLAYTONWILLIAMS ENERGY, INC. (Filed With SEC on March 16, 2006)

LARIATSERVICES, INC. P.O BOX10209 AMARILLO,TX 79116-0209 (Filed With SEC on October 27, 2005)

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on July 20, 2005)

AGREEMENT OFLIMITED PARTNERSHIP OF FLOYDPROSPECT, L.P. (Filed With SEC on June 3, 2005)

AGREEMENT OF LIMITED PARTNERSHIP OF CWEI SOUTH LOUISIANA III, L. P. (Filed With SEC on April 14, 2005)

AGREEMENT OF LIMITED PARTNERSHIP OF CWEI NORTH LOUISIANA, L. P. (Filed With SEC on April 14, 2005)

AGREEMENT AND PLAN OF MERGER Among Clayton Williams Energy, Inc. (Parent), CWEI-SWR, Inc. (Merger Sub) And Southwest Royalties, Inc. (Company) May 3, 2004 TABLE OF CONTENTS (Filed With SEC on June 3, 2004)

SECOND AMENDMENT TO NINTH RESTATED LOANAGREEMENT AND WAIVER (Filed With SEC on March 11, 2004)

THIRD AMENDMENT TO NINTH RESTATED LOANAGREEMENT (Filed With SEC on March 11, 2004)

AGREEMENT OF LIMITED PARTNERSHIP OF CWEI LONGFELLOW RANCH I, L. P. TABLE OF CONTENTS (Filed With SEC on March 11, 2004)

FIRST AMENDMENT TO NINTH RESTATED LOANAGREEMENT (Filed With SEC on March 26, 2003)

AGREEMENT OF LIMITED PARTNERSHIP OF CWEI SOUTH LOUISIANA I, L.P. (Filed With SEC on March 26, 2003)

AGREEMENT OF LIMITED PARTNERSHIP OF CWEI COTTON VALLEY I, L.P. TABLE OF CONTENTS (Filed With SEC on March 26, 2003)

AGREEMENT OF LIMITED PARTNERSHIP OF CWEI ROMERE PASS, L.P. TABLE OF CONTENTS (Filed With SEC on March 26, 2003)

NINTH RESTATED LOAN AGREEMENT AMONG CLAYTON WILLIAMS ENERGY, INC., WARRIOR GAS CO., AS BORROWERS CWEI ACQUISITIONS, INC. AND ROMERE PASS ACQUISITION CORP., AS GUARANTORS BANK ONE,... (Filed With SEC on August 13, 2002)

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CLAYTON WILLIAMS ENERGY INC Contracts & Agreements