SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT

This Seventh Amendment to Second Amended and Restated Credit Agreement and Limited Consent (this “Amendment”) is dated as of April 5, 2013 but is effective as of the Seventh Amendment Effective Date (as defined below), and 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).

WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of November 29, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, in accordance with that certain Proposal Letter, dated as of March 4, 2013 (the “Proposal Letter”), by and between a financial partner previously disclosed to the Lenders (the “JV Partner”) and the Borrower, (a) the Borrower and the JV Partner desire to (i) form a new limited partnership that will be deemed to be an Unrestricted Subsidiary (the “Partnership”) to which the Borrower will contribute or cause to be contributed 5% of the Borrower’s title and interest in and to the Borrowing Base Properties described on Exhibit A attached hereto (collectively, the “Specified Properties” and each, a “Specified Property”) in exchange for a general partner interest in the Partnership and the JV Partner will contribute or cause to be contributed cash in exchange for a limited partner interest in the Partnership and (ii) cause the Partnership to purchase from the Borrower the remaining 95% of the Borrower’s title and interest in and to the Specified Properties in accordance with the term sheet attached to the Proposal Letter, and (b) the Borrower desires to form a new Unrestricted Subsidiary that will act as the general partner of the Partnership and hold the Borrower’s general partner interest in the Partnership (the “Partnership GP”), the transactions described in clauses (a) and (b) of this paragraph, the “Sale Transaction”;

WHEREAS, Section 7.04 of the Credit Agreement prohibits the Disposition by the Borrower or any Restricted Subsidiary of Borrowing Base Properties unless (a) the Engineered Value (as assigned by the Administrative Agent) of all Borrowing Base Properties Disposed of and the economic effect (as determined by the Administrative Agent) of all Hedge Modifications entered into between Scheduled Redeterminations does not exceed, in the aggregate for the Borrower and the Restricted Subsidiaries taken as a whole, five percent (5%) of the Borrowing Base most recently determined or (b) the requirements of clause (j) of Section 7.04 of the Credit Agreement are satisfied;

WHEREAS, because (a) the Engineered Value of the Specified Properties exceeds five percent (5%) of the Borrowing Base most recently determined and (b) the requirements of clause (j) of Section 7.04 of the Credit Agreement will not have been satisfied upon the consummation of the Sale Transaction, the Sale Transaction is prohibited by Section 7.04 of the Credit Agreement; and

WHEREAS, the Borrower and the Guarantors have requested that (a) the Lenders consent to the Sale Transaction and (b) the Administrative Agent and the Lenders amend the Credit Agreement in certain respects, and the Administrative Agent and the Lenders have agreed to do so on the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Guarantors, the Administrative Agent and the Lenders hereby agree as follows:

SECTION 1.Amendments to the Credit Agreement. Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner provided in this Section 1.

1.1    Amended Definitions. The following definitions in Section 1.01 of the Credit Agreement shall be and they hereby are amended in their entirety to read as follows:

1.2    New Definitions. The following definitions shall be and they are hereby added to Section 1.01 of the Credit Agreement in alphabetical order:

1.3    Amendment to Section 2.18(b). Section 2.18(b) of the Credit Agreement shall be and it hereby is amended by adding the following to the end of such Section:

1.4    Amendment to Section 7.06. Section 7.06 of the Credit Agreement shall be and it hereby is amended by deleting the word “and” after clause (l) thereof, replacing the period at the end of clause (m) thereof with the phrase “; and” and adding a new clause (n) thereof to read as follows:

1.5    Schedule 2.01. Schedule 2.01 to the Credit Agreement shall be and it hereby is replaced with Schedule 2.01 to this Amendment.

SECTION 2.    Redetermined Borrowing Base. Notwithstanding any provisions in the Credit Agreement to the contrary, the Administrative Agent, the Lenders and the Borrower hereby acknowledge and agree that the Borrowing Base is $470,000,000 as of the Seventh Amendment Effective Date and shall remain at $470,000,000 until the next Redetermination of the Borrowing Base. The Borrowers and the Lenders agree that the Redetermination provided for in this Section 2 shall not be construed or deemed to be either a Scheduled Redetermination for purposes of Section 3.02 of the Credit Agreement or a Special Redetermination for purposes of Section 3.03 of the Credit Agreement.

SECTION 3.    Limited Consent. Subject to the conditions described in Section 4 of this Amendment, the Lenders (or at least the required percentage thereof) hereby consent to the Sale Transaction and the designation of each of the Partnership and Partnership GP as Unrestricted Subsidiaries; provided that: (i) the Disposition of the Specified Properties is consummated on the Seventh Amendment Effective Date, (ii) on the date the Sale Transaction is consummated, no Default shall have occurred and be continuing, (iii) the consideration received in respect of such Disposition

shall be equal to or greater than the fair market value of the Specified Properties (as reasonably determined by the Board of Directors of the Borrower), and (iv) at least ninety-five percent (95%) of the consideration received from such Disposition shall be in the form of cash. By its signature below, each Credit Party agrees that nothing herein shall be construed as a consent by the Lenders to allow the Borrower or any Restricted Subsidiary to Dispose of any other Borrowing Base Properties under Section 7.04 other than as expressly permitted under the Credit Agreement, and further, that nothing herein shall be construed as (a) a waiver or continuing waiver of the provisions of Section 7.04 or any other provision of the Credit Agreement or any other Loan Document or (b) a waiver of any Default now existing or hereafter arising under the Credit Agreement or any other Loan Document. The consent set forth herein is expressly limited as follows: (a) such consent is limited solely to the Disposition of the Specified Properties on or prior to April 24, 2013, and (b) such consent is a limited one-time consent, and nothing contained herein shall obligate the Lenders to grant any additional or future consent, or to grant (x) any waiver of Section 7.04 or any other provision of the Credit Agreement or any other Loan Document or (y) any waiver of any Default now existing or hereafter arising under the Credit Agreement or any other Loan Document.

SECTION 4.    Conditions. The amendments to the Credit Agreement set forth in Section 1 of this Amendment, the Redetermination of the Borrowing Base set forth in Section 2 of this Amendment and the limited consent set forth in Section 3 of this Amendment shall be effective on the date that all of the conditions set forth in this Section 4 have been satisfied (such date the “Seventh Amendment Effective Date”).

4.1    Execution and Delivery. The Borrower, each Guarantor and the Lenders shall have executed and delivered this Amendment and any other documents requested by the Administrative Agent prior to the date hereof, all in form and substance satisfactory to the Administrative Agent.

4.2    Sale Transaction. The Sale Transaction shall have been consummated (or contemporaneously with this Amendment becoming effective, will be consummated) on the terms described in the Proposal Letter and the term sheet attached thereto on or before April 24, 2013.

4.3    Fees and Expenses. The Borrower shall have paid (or contemporaneously with this Amendment becoming effective, will pay) to the Administrative Agent, for the benefit of the Lenders, the amounts separately agreed upon among the Borrower, the Lead Arranger and the Administrative Agent and all reasonable invoiced fees and expenses required to be paid on or before the effectiveness of this Amendment.

4.4    No Default. No Default shall have occurred and be continuing.

4.5    Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Administrative Agent or its special counsel may reasonably request prior to the date hereof, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

SECTION 5.    Representations and Warranties of the Borrower. To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

5.1    Reaffirmation of Representations and Warranties. After giving effect to the amendments herein, each representation and warranty of the Borrower or any Guarantor contained in the Credit Agreement or in any of the other Loan Documents is true and correct in all material respects on the date hereof (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date).

5.2    Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower and each Guarantor (to the extent a party hereto or thereto) of this Amendment and all documents, instruments and agreements contemplated herein are within the Borrower’s or such Guarantor’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon the Borrower or any Guarantor or result in the creation or imposition of any Lien upon any of the assets of the Borrower or any Guarantor except as otherwise permitted in the Credit Agreement.

5.3    Enforceability. This Amendment constitutes the valid and binding obligation of the Borrower and each Guarantor enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application.

SECTION 6.    Miscellaneous.

6.1    Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall, except as amended and modified hereby, remain in full force and effect. Each Credit Party hereby agrees that the amendments and modifications herein contained shall not impair its liabilities, duties and obligations under the Credit Agreement and the other Loan Documents to which it is a party or the Liens granted by it securing the payment and performance thereof. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Issuing Bank or the Administrative Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.  This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

6.2    Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

6.3    Legal Expenses. The Borrower hereby agrees to pay all reasonable fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in

connection with the preparation, negotiation and execution of this Amendment and all related documents.

6.4    Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. However, this Amendment shall bind no party until the Borrower, the Guarantors, the Lenders (or at least the requisite percentage thereof), and the Administrative Agent have executed a counterpart. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment.

6.5    Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

6.6    Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.

6.7    Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.