exh101.htm


    EXECUTION
COPY

     

     

    
      TERMINATION
AND RELEASE AGREEMENT dated as of May 28, 2008 (this “Agreement”),
by and among CARRIZO OIL & GAS, INC., a Texas corporation (the “Borrower” and,
together with the Guarantors under or in respect of the Existing Credit
Agreement referred to below, the “Loan
Parties”) and CREDIT SUISSE, as administrative agent (in such capacity,
the “Administrative Agent”)
and as collateral agent (in such capacity, the “Collateral Agent and,
together with the Administrative Agent, the “Agents”)
for the Lenders party to the Existing Credit Agreement referred to
below.

       

      A.           Reference
is made to (a) the Second Lien Credit Agreement dated as of July 21, 2005
and amended as of December 19, 2006 (as further amended, supplemented or
otherwise modified from time to time prior to the date hereof) (the “Existing
Credit
Agreement”), among the Borrower, CCBM, Inc., the lenders from time to
time party thereto (the “Lenders”)
and the agents thereunder and (b) the agreements that were executed in
connection with and in furtherance of the Existing Credit Agreement including,
but not limited to, the agreements set forth on Schedule I hereto (together with
the Existing Credit Agreement, the “Loan
Agreements”).  Terms used but not defined in this Agreement
shall have the meanings assigned thereto in the Existing Credit Agreement or the
other Loan Agreements, as applicable.

       

      B.           The
Borrower has advised the Administrative Agent and the Lenders that it intends to
repay all amounts, if any, outstanding under the Existing Credit Agreement and
has requested that (a) the Administrative Agent provide the Borrower with
appropriate pay-off figures for the principal, interest, fees and other amounts
owed by the Borrower to the Administrative Agent and the Lenders under the
Existing Credit Agreement and (b) subject to the terms of this Agreement, to
release and terminate all security interests and Liens that the Loan Parties
have granted to the Collateral Agent, for its benefit and for the benefit of the
Secured Parties, pursuant to the Loan Agreements.

       

      C.           Subject
to the terms of this Agreement, each Agent, on behalf of itself and the Secured
Parties, has agreed to (a) terminate the Loan Agreements and all Liens
created thereunder in favor of the Collateral Agent, for its benefit and for the
benefit of the Secured Parties, and (b) release all right, title and interest in
and to the properties and rights of the Loan Parties granted, pledged,
mortgaged, conveyed or otherwise transferred to the Collateral Agent, for its
benefit and for the benefit of the Secured Parties, under the Loan Agreements as
collateral to secure the Obligations of the Loan Parties under the Loan
Agreements (such properties and rights referred to as the “Collateral”).

       

      D.           Subject
to the terms of this Agreement, the Collateral Agent, on behalf of itself and
the Secured Parties, has agreed that it will execute the relevant

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Release
Documents (as defined below), together with such additional documents as may be
reasonably necessary or desirable to effect such release.

       

      Accordingly,
the Borrower and each Agent, on behalf of itself and the Secured Parties, hereby
agree as follows:

       

      SECTION
1. Release of Liens;
Payment.  The Agents hereby agree that upon the Administrative
Agent’s confirmation (the “Confirmation”)
of the payment in full in immediately available funds pursuant to a transfer by
Federal wire to the Administrative Agent’s account set forth below of
$223,680,433.96 (and as may be adjusted by the Per Diem Amount (as defined
below), the “Payoff
Amount”), representing all amounts owing under the Loan Agreements as of
12:00 noon (New York City time) on May 28, 2008, including, without limitation,
any and all amounts of principal, interest to date, fees, penalties, if any,
costs of counsel and indemnity amounts (all as set forth in detail on
Schedule II hereto) (other than possible breakage costs which may be
invoiced at a later date (the “Excluded Breakage
Costs”) and expense reimbursement and contingent indemnity obligations
which by the terms of the Loan Agreements expressly survive (together with the
Excluded Breakage Costs, the “Excluded
Amounts”)), (i) all of the right, title and interest (including,
without limitation, security interests) of the Collateral Agent and the Secured
Parties in and to all of the Collateral in which the Loan Parties granted the
Collateral Agent, for its benefit and for the benefit of the Secured Parties, a
security interest pursuant to the Loan Agreements shall automatically be
released and terminated and (ii) the Collateral Agent shall promptly
deliver to the Borrower (or its designee) all of the tangible Collateral in its
possession.

       

      The
Administrative Agent’s account number for purposes of receiving the Payoff
Amount pursuant to this Section 1 is:

       

      Bank
Name:                                           Bank
of New York

      ABA
No.                                      021000018

      Account
Name:                                      CS
Agency Cayman Account

      Account
No.:                                        
8900492627

      


      The
Payoff Amount has been calculated assuming payment on May 28, 2008 (the “Payoff
Date”).  If the Payoff Amount is not paid to the Administrative
Agent as provided above by 5:00 p.m. (New York City time) on the Payoff Date,
the Payoff Amount shall be recalculated to reflect changes thereto, including
additional interest in the amount of $45,491.93 (the “Per Diem
Amount”) per day for each day after the Payoff Date, and the Borrower
further agrees to pay any and all reasonable legal fees and expenses incurred by
counsel to the Agents in connection with this Agreement and the termination of
the Loan Agreements, including those amounts which may be billed after the
Payoff Date.

       

      
        
          
          

        

        
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      SECTION
2. Delivery and Release of
Collateral.  Upon the Confirmation, (a) this Agreement shall
constitute each Agent’s signed or otherwise authenticated authorization for the
Borrower (or its designee) to file Uniform Commercial Code termination
statements for any Uniform Commercial Code filings filed by the Collateral Agent
against the Loan Parties (including, without limitation, the filings listed on
Schedule III hereto), and (b) the following documents (the “Release
Documents”) shall be promptly executed and/or delivered to the Borrower
(or its designee), without recourse to or warranty by any Agent or any Secured
Party:

       

      
        	
                (a)  

              	
                releases
      of each of the mortgages and deeds of trust granted to the Collateral
      Agent, for its benefit and for the benefit of the Secured Parties, by any
      Loan Party; and

              


      

       

      
        	
                (b)  

              	
                releases
      and/or terminations of the security interests held by the Collateral
      Agent, for its benefit and for the benefit of the Secured Parties, in the
      patents, trademarks and copyrights of any Loan
  Party.

              


      

       

      SECTION
3. Termination of Loan
Agreements; Reinstatement.  Upon the Confirmation, the parties
hereto hereby terminate the Loan Agreements and release all right, title and
interest in and to the properties and rights of the Loan Parties granted,
pledged, mortgaged, conveyed or otherwise transferred to the Collateral
Agent.  The Borrower and each of the other Loan Parties acknowledge
and agree that the obligations and liabilities of the Loan Parties under the
Loan Agreements shall be reinstated with full force and effect if, at any time
on or after the Payoff Date, all or any portion of the Payoff Amount paid to the
Administrative Agent or any Lender is voided or rescinded or must otherwise be
returned by the Administrative Agent or any Lender to the Borrower or any other
Loan Party upon the Borrower’s or any other Loan Party’s insolvency, bankruptcy
or reorganization or otherwise, all as though such payment had not been
made.  In addition, nothing contained in this Agreement shall
terminate or otherwise impair the Borrower’s obligations in respect of the
Excluded Amounts.  The execution and/or delivery of any agreements or
documents by any Agent, including this Agreement, shall be without recourse to
or warranty by any Agent or any Secured Party.

       

      SECTION
4. Further
Assurances.  Each party hereto agrees, upon the reasonable
request of any other party hereto, at any time and from time to time, promptly
to execute and deliver all such further documents (including, without
limitation, lien releases, Uniform Commercial Code termination statements and
reconveyancing documents), and to promptly take or for­bear from all such
action as may be reason­ably necessary or appropriate in order more
effectively to confirm or carry out the provisions of this
Agreement.

       

      SECTION
5. Amendment.  This
Agreement may not be amended or any provision hereof waived or modified except
in writing signed by each of the parties hereto.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    
      SECTION
6. Successors and
Assigns.  This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective successors and
assigns.

       

      SECTION
7. Governing
Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF).

       

      SECTION
8. Execution of
Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts (or upon separate signature pages bound together
into one or more counterparts), each of which, when so executed and delivered,
shall be an original, but all such counterparts shall together constitute one
and the same instrument.  Delivery of an executed signature page to
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.

       

      [Remainder
of this page intentionally left blank]

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the undersigned
have executed this Termination and Release Agreement as of the date first
written above.

       

       

      
        
          	 	 BORROWER 	 
	 	 	 
	 	 CARRIZO
      OIL & GAS, INC.,	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Paul
      F. Boling	 
	 	 	Name 
      Paul F. Boling	 
	 	 	Title Vice
      President & Chief Financial Officer	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  AGENTS

                	 
	 	 	 
	 	 	 
	 	
                  CREDIT
      SUISSE, CAYMAN ISLANDS 

                  BRANCH,
      as Administrative Agent and 

                  Collateral
      Agent,

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/James
      Moran	 
	 	 	Name James
      Moran	 
	 	 	Title Managing
      Director	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 By:	 /s/Nupur
      Kumar	 
	 	 	Name Nupur
      Kumar	 
	 	 	Title Associate	 
	 	 	 	 


        

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
       

      SCHEDULE
I

      TO
TERMINATION AND

      RELEASE
AGREEMENT

       

      
        Loan
Agreements

        


        1. Second
Lien Credit Agreement dated as of July 21, 2005 and amended as of December 19,
2006 (as further amended, supplemented or otherwise modified from time to time
prior to the date hereof), among the Borrower, CCBM, Inc., the lenders from time
to time party thereto and Credit Suisse, as administrative agent and as
collateral agent.

        


        2. Second
Lien Stock Pledge and Security Agreement dated as of July 21, 2005 (as amended,
supplemented or otherwise modified from time to time) by and between Carrizo Oil
& Gas, Inc. and Credit Suisse, as collateral agent.

        


        3. Second
Lien Commercial Guarantee made and entered into as of July 21, 2005 by CCBM,
Inc. in favor of Credit Suisse, as administrative agent and as collateral
agent.

        


        4. Second
Lien Commercial Guarantee made and entered into as of July 19, 2006 by CLLR,
Inc. in favor of Credit Suisse, as administrative agent and as collateral
agent.

        


        5. Second
Lien Commercial Guarantee made and entered into as of July 21, 2005 between
Hondo Pipeline, Inc. in favor of Credit Suisse, as administrative agent and as
collateral agent.

        


        6. Deed
of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement effective as of July 21, 2005 (as amended, supplemented or otherwise
modified from time to time) from Carrizo Oil & Gas, Inc., as mortgagor, to
Dale D. Smith, trustee, and Credit Suisse, as collateral agent.

        


        7.
Mortgage, Collateral Assignment, Security Agreement and Financing Statement
effective as of July 21, 2005 (as amended, supplemented or otherwise modified
from time to time) between Carrizo Oil & Gas and Credit Suisse, as
collateral agent.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      SCHEDULE
II

      TO
TERMINATION AND

      RELEASE
AGREEMENT

       

      
        
          	
                   
      

                	
                  Payoff Amount in
      Detail

                


        

        


        
          	
                  Principal
      Balance

                	
                  Amount

                
	
                  Term
      Loans

                	
                  $219,937,500.00

                
	
                  Principal
      Balance Subtotal

                	
                  $219,937,500.00

                


        

        


        


        
          	
                  Accrued
      Interest

                	
                  Amount

                
	
                  Accrued
      Interest Loans

                	
                  $2,638,532.15

                
	
                  Accrued
      Interest Subtotal

                	
                  $2,638,532.15

                


        

        


        


        
          	
                  Fees

                	
                  Amount

                
	
                  Prepayment
      Penalty

                	
                  $1,099,687.50

                
	
                  Fee
      Subtotal

                	
                  $1,099,687.50

                


        

        


        


        
          	
                  Other
      Amounts

                	
                  Amount

                
	
                  Fees
      of Counsel

                	
                  $4,714.31

                
	
                  Fee
      Subtotal

                	
                  $4,714.31

                


        

        


        


        
          	
                  TOTAL
      PAYOFF AMOUNT

                	
                  $223,680,433.96

                


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      SCHEDULE
III

      TO
TERMINATION AND

      RELEASE
AGREEMENT

    

     

    
      
        	
                 
      

              	
                UCC Financing
      Statements to be Terminated

              


      

      


      
        	
                Debtor

              	
                Secured
      Party

              	
                File
      Number

              	
                File
      Date

              	
                File
      Jurisdiction 

                and
      Office

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                81491/Vol.
      255 Page 1-157

              	
                7/25/2005

              	
                Brooks
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                6638-S

              	
                8/1/2005

              	
                Chambers
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                2005-89840

              	
                7/25/2005

              	
                Denton
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                Vol.
      400 Page 591-748/089849

              	
                7/22/2005

              	
                Duval
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                00111198/Vol.
      236 Page 604

              	
                7/22/2005

              	
                Goliad
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                2005-6068/
      Book 1510 Page 610

              	
                7/22/2005

              	
                Hardin
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                168839/Book
      36 Page 609

              	
                7/22/2005

              	
                Live
      Oak County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                055658

              	
                7/22/2005

              	
                Matagorda
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                00563587/Vol.
      2348 Page 1267

              	
                7/22/2005

              	
                Parker
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                00248440/Vol.
      1052 Page 461

              	
                7/22/2005

              	
                Starr
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                200510310

              	
                7/22/2005

              	
                Victoria
      County, Texas

              
	
                Carrizo
      Oil & Gas, Inc.

                 

              	
                Credit
      Suisse

              	
                05-0022876404

              	
                7/22/2005

              	
                Secretary
      of State of Texas

              
	
                CCBM,
      Inc.

                 

              	
                Credit
      Suisse

              	
                5225874
      8

              	
                7/21/2005

              	
                Secretary
      of State of Delaware