Clayton Williams Energy Inc /De Sample Contracts

Clayton Williams Energy Inc /De – LIMITED LIABILITY COMPANY AGREEMENT OF NBL PERMIAN LLC a Delaware Limited Liability Company January 13, 2017 (April 25th, 2017)

This Limited Liability Company Agreement (this “Agreement”) of NBL Permian LLC, a Delaware limited liability company (the “Company”), dated effective as of January 13, 2017, is executed, agreed to and adopted, for good and valuable consideration, by NBL Texas, LLC, a Delaware limited liability company (the “Member”).

Clayton Williams Energy Inc /De – NEWS RELEASE (April 12th, 2017)

HOUSTON and MIDLAND, Texas (April 12, 2017) - Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”) and Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams”) today announced that, in connection with Noble Energy’s pending acquisition of Clayton Williams, the election deadline for record holders of shares of Clayton Williams common stock and Clayton Williams warrants to elect the form of consideration they wish to receive in connection with the transaction, subject to proration, is 5:00 p.m. Central time on April 24, 2017, which is based on the current expectation that the transaction will be completed by April 25, 2017.

Clayton Williams Energy Inc /De – NEWS RELEASE (March 14th, 2017)

MIDLAND, Texas (March 13, 2017) - Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams Energy”) today announced that it has established a record date of March 23, 2017, and a meeting date of April 24, 2017, for a special meeting of its stockholders.  At the special meeting, which will be held at 10:00 a.m. Central time at ClayDesta Conference Center, 6 Desta Drive, Suite 6550, Midland, Texas 79705, Clayton Williams Energy stockholders will vote on the previously announced proposed merger (the “Merger”) of Clayton Williams Energy and Noble Energy, Inc. (NYSE: NBL) (“Noble Energy”) pursuant to the Agreement and Plan of Merger, dated as of January 13, 2017, by and among Clayton Williams Energy, Noble Energy, Wild West Merger Sub, Inc. and NBL Permian LLC, and certain related matters.

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY ANNOUNCES 2016 FINANCIAL RESULTS AND YEAR-END RESERVES (March 2nd, 2017)

Midland, Texas, March 2, 2017 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the quarter and year ended December 31, 2016.

Clayton Williams Energy Inc /De – AGREEMENT NOT TO DISSENT (January 17th, 2017)

THIS AGREEMENT NOT TO DISSENT (this “Agreement”) is dated as of January 13, 2017, by and among The Williams Children’s Partnership, Ltd. (the “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).

Clayton Williams Energy Inc /De – 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 (January 17th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2017 (this “Agreement”), is entered into by and among NOBLE ENERGY, INC., a Delaware corporation (“Parent”), WILD WEST MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), NBL PERMIAN LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Marshall Texas”), and CLAYTON WILLIAMS ENERGY, INC., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).

Clayton Williams Energy Inc /De – AGREEMENT NOT TO DISSENT (January 17th, 2017)

THIS AGREEMENT NOT TO DISSENT (this “Agreement”) is dated as of January 13, 2017, by and among Clayton W. Williams, Jr., an individual (the “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).

Clayton Williams Energy Inc /De – NEWS RELEASE (January 17th, 2017)

HOUSTON and MIDLAND, Texas (January 16, 2017) - Noble Energy, Inc. (NYSE: NBL) (“Noble Energy” or “the Company”) and Clayton Williams Energy, Inc. (NYSE: CWEI) (“Clayton Williams Energy”) today announced that the Boards of Directors of both companies have unanimously approved and the companies have executed a definitive agreement under which Noble Energy will acquire all of the outstanding common stock of Clayton Williams Energy for $2.7 billion in Noble Energy stock and cash.

Clayton Williams Energy Inc /De – AGREEMENT NOT TO DISSENT (January 17th, 2017)

THIS AGREEMENT NOT TO DISSENT (this “Agreement”) is dated as of January 13, 2017, by and among Clayton W. Williams, Jr., an individual (the “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).

Clayton Williams Energy Inc /De – AGREEMENT NOT TO DISSENT (January 17th, 2017)

THIS AGREEMENT NOT TO DISSENT (this “Agreement”) is dated as of January 13, 2017, by and among The Williams Children’s Partnership, Ltd. (the “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).

Clayton Williams Energy Inc /De – SUPPORT AGREEMENT (January 17th, 2017)

THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of January 13, 2017, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 3(f)(ii) and Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).

Clayton Williams Energy Inc /De – SUPPORT AGREEMENT (January 17th, 2017)

THIS SUPPORT AGREEMENT (this “Agreement”) is dated as of January 13, 2017, by and among each stockholder of the Company set forth on Schedule A hereto (each, a “Stockholder”), Noble Energy, Inc., a Delaware corporation (“Parent”), and, solely for purposes of Section 3(f)(ii) and Section 9 hereof, Clayton Williams Energy, Inc., a Delaware corporation (the “Company”).

Clayton Williams Energy Inc /De – EMPLOYMENT AGREEMENT (January 12th, 2017)

This Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Robert C. Lyon (“Employee”) effective as of January 9, 2017 (the “Effective Date”).

Clayton Williams Energy Inc /De – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Sam Lyssy (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”).

Clayton Williams Energy Inc /De – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Ron D. Gasser (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”).

Clayton Williams Energy Inc /De – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Mel G. Riggs (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”).

Clayton Williams Energy Inc /De – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and John F. Kennedy (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”).

Clayton Williams Energy Inc /De – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Robert L. Thomas (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”).

Clayton Williams Energy Inc /De – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and T. Mark Tisdale (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”).

Clayton Williams Energy Inc /De – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 7th, 2016)

This Amended and Restated Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Greg S. Welborn (“Employee”) effective as of October 1, 2016 (the “Restatement Effective Date”).

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY ANNOUNCES THIRD QUARTER 2016 FINANCIAL RESULTS (November 3rd, 2016)

Midland, Texas, November 2, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the third quarter of 2016.

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY ANNOUNCES AGREEMENT TO SELL GIDDINGS AREA ASSETS FOR $400 MILLION AND ADDS PATRICK COOKE AS COO Transaction Provides Capital to Strengthen Balance Sheet and Enhance Growth, and Positions Company as a Pure Play Permian Producer Senior Management Additions Reflect Commitment to Best- in-Class Execution (October 25th, 2016)

Midland, Texas, October 24, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the "Company") (NYSE: CWEI) announced that it has entered into a definitive purchase and sale agreement with a third party to sell substantially all of the Company's assets in the Giddings Area in East Central Texas for a sale price of $400 million. The sale is subject to customary closing conditions and adjustments. The Company expects to close the sale in December 2016 and use the proceeds from the sale to fund development in the Delaware Basin and repay a portion of its outstanding indebtedness.

Clayton Williams Energy Inc /De – EMPLOYMENT AGREEMENT (October 25th, 2016)

This Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Patrick Cooke (“Employee”) effective as of October 31, 2016 (the “Effective Date”).

Clayton Williams Energy Inc /De – EMPLOYMENT AGREEMENT (October 5th, 2016)

This Employment Agreement (this “Agreement”) is made by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and Jaime R. Casas (“Employee”) effective as of October 1, 2016 (the “Effective Date”).

Clayton Williams Energy Inc /De – SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT (October 5th, 2016)

This SEPARATION, CONSULTING AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into by and between Clayton Williams Energy, Inc. (the “Company”) and Michael L. Pollard (“Employee”). The Company and Employee are each referred to herein individually as a “Party” and collectively as the “Parties.”

Clayton Williams Energy Inc /De – AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (August 29th, 2016)

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”).

Clayton Williams Energy Inc /De – STOCKHOLDER AGREEMENT (August 29th, 2016)

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”).

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (August 24th, 2016)

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you;

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT (August 24th, 2016)

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between Clayton Williams Energy, Inc., a Delaware corporation (the “Company”), and you:

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY, INC. LONG TERM INCENTIVE PLAN (August 24th, 2016)
Clayton Williams Energy Inc /De – [TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF STOCK OPTION (August 24th, 2016)

Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Stock Option Agreement, attached as Appendix B (the “Option Agreement”), you are hereby granted an option (this “Option”) to purchase shares of Stock under the conditions set forth in this Notice of Grant of Stock Option (the “Notice”), in the Option Agreement, and in the Plan.  Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Clayton Williams Energy Inc /De – [TO BE PLACED ON CLAYTON WILLIAMS ENERGY, INC. LETTERHEAD] NOTICE OF GRANT OF RESTRICTED STOCK (August 24th, 2016)

Pursuant to the terms and conditions of the Clayton Williams Energy, Inc. Amended Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Agreement, attached as Appendix B (the “Agreement”), you are hereby issued shares of Stock subject to certain restrictions thereon and under the terms and conditions set forth below, in the Agreement, and in the Plan (the “Restricted Shares”).  Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY ANNOUNCES SECOND QUARTER 2016 FINANCIAL RESULTS (August 3rd, 2016)

Midland, Texas, August 3, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE-CWEI) today reported its financial results for the second quarter of 2016.

Clayton Williams Energy Inc /De – AMENDMENT NO. 2 TO (July 25th, 2016)

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) entered into on July 22, 2016 is by and among Clayton Williams Energy, Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (together with the Borrower, the “Guarantors”), the Lenders party hereto (as defined below) and Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”).

Clayton Williams Energy Inc /De – CLAYTON WILLIAMS ENERGY ANNOUNCES AGREEMENT TO SELL $150 MILLION OF COMMON STOCK New Capital to Strengthen Balance Sheet, Reduce Leverage and Enhance Growth Company Expanding Board and Filling Senior Management Positions (July 25th, 2016)

Midland, Texas, July 25, 2016 (BUSINESS WIRE) - Clayton Williams Energy, Inc. (the “Company”) (NYSE:CWEI) announced today the sale of 5,051,100 shares of common stock to funds managed by Ares Management, L.P. (NYSE: ARES) for cash proceeds of $150 million, or approximately $29.70 per share.