exv4w3






Exhibit 4.3




EXECUTION VERSION




 





FIFTH SUPPLEMENTAL INDENTURE



among



CARRIZO OIL & GAS, INC.

as Issuer



and



THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF

as Subsidiary Guarantors



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee



 





4.375% Convertible Senior Notes due 2028



 





November 2, 2010



 









 









 








TABLE OF CONTENTS




	 	 	 	 	 

	ARTICLE ONE
	 	 	3	 
	 
	 	 	 	 
	SECTION 101 Guarantee
	 	 	3	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	3	 
	 
	 	 	 	 
	SECTION 201 Amendment to Indenture
	 	 	3	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	3	 
	 
	 	 	 	 
	SECTION 301 Integral Part
	 	 	3	 
	SECTION 302 General Definitions
	 	 	3	 
	SECTION 303 Adoption, Ratification and Confirmation
	 	 	4	 
	SECTION 304 Counterparts
	 	 	4	 
	SECTION 305 Trustee Disclaimer
	 	 	4	 
	SECTION 306 Governing Law
	 	 	4	 






 









 






CARRIZO OIL & GAS, INC.




FIFTH SUPPLEMENTAL INDENTURE



     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 2, 2010 (the “Fifth Supplemental
Indenture”), among Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), the subsidiary
guarantors listed on the signature page hereof (each, a “Subsidiary Guarantor” and collectively,
the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association (the “Trustee”).



W I T N E S S E T H :




     WHEREAS, the Company, certain of its Subsidiaries and the Trustee heretofore executed and
delivered an Indenture, dated as of May 28, 2008 (the “Original Indenture”), providing for the
issuance from time to time of one or more series of the Company’s Securities;



     WHEREAS, the Company issued $373,750,000 aggregate principal amount of 4.375% Convertible
Senior Notes due 2028 (the “Convertible Notes”) pursuant to the Original Indenture, as
supplemented by the First Supplemental Indenture thereto between the Company and the Trustee dated
May 28, 2008 (the “First Supplemental Indenture” and the Original Indenture as so supplemented, the
“Indenture”);



     WHEREAS, Section 4.08 of the Indenture provides that if at any time the Company issues any
Publicly Traded Debt Securities, and any Subsidiary Guarantor provides a Guarantee with respect to
such Publicly Traded Debt Securities, then the Company will cause such Subsidiary Guarantor to
guarantee the Convertible Notes as provided in Article Ten of the Indenture;



     WHEREAS, on the date hereof, the Company issued $400,000,000 aggregate principal amount of
8.625% Senior Notes due 2018 (the “Senior Notes”), which are guaranteed by the Subsidiary
Guarantors on a senior, unsecured basis;



     WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Fifth
Supplemental Indenture to supplement and amend the Indenture insofar as it will apply only to the
Convertible Notes in certain respects;



     NOW, THEREFORE:



     To comply with the provisions of the Indenture and in consideration of the premises provided
for herein, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for
the equal and proportionate benefit of all Holders of the Convertible Notes as follows:



2









 





ARTICLE ONE



GUARANTEE


SECTION 101 Guarantee




     Each Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture
applicable to a Subsidiary Guarantor with respect to the Convertible Notes and perform all of the
obligations and agreements of a Subsidiary Guarantor under the Indenture with respect to the
Convertible Notes.



ARTICLE TWO



AMENDMENT TO INDENTURE


SECTION 201 Amendment to Indenture




     The Indenture shall be amended by adding the following clause (iii) to Section 10.04:



     or (iii) automatically when such Subsidiary Guarantor no longer guarantees the Company’s
8.625% Senior Notes due 2018 (and, notwithstanding the provisions of Section 10.04(a) of the
Indenture, such Guarantee may not be released until no other Securities issued under the Indenture
are guaranteed by such Subsidiary Guarantor; provided, that the foregoing shall not restrict the
release of a Guarantee of one or more series of Securities if the release of each such Guarantee
occurs on a substantially simultaneous basis).



ARTICLE THREE



MISCELLANEOUS PROVISIONS


SECTION 301 Integral Part.




     This Fifth Supplemental Indenture constitutes an integral part of the Indenture.


SECTION 302 General Definitions.




     For all purposes of this Fifth Supplemental Indenture:



     (a) capitalized terms used herein without definition shall have the meanings specified in the
Indenture; and



     (b) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this
Fifth Supplemental Indenture.



3









 




SECTION 303 Adoption, Ratification and Confirmation.




     The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.


SECTION 304 Counterparts.




     This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which
when so executed shall be deemed an original; and all such counterparts shall together constitute
but one and the same instrument.


SECTION 305 Trustee Disclaimer.




     The Trustee shall not be responsible in any manner whatsoever for or with respect to any of
the recitals or statements contained herein, all of which recitals or statements are made solely by
the Company and the Subsidiary Guarantors, and the Trustee makes no representation with respect to
any such matters. Additionally, the Trustee makes no representations as to the validity or
sufficiency of this Fifth Supplemental Indenture.


SECTION 306 Governing Law.




     THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



4









 






     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	 	Name:  	Patrick T. Giordano 	 
	 	 	Title:  	Vice President 	 
	 
	 	CARRIZO OIL & GAS, INC.

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President and 

Chief
Financial Officer 	 
	 
	 	The Subsidiary Guarantors



BANDELIER PIPELINE HOLDING, 

LLC 

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 
	 
	 	CARRIZO (MARCELLUS) LLC

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CARRIZO (MARCELLUS) WV LLC

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 
	 
	 	CARRIZO MARCELLUS HOLDING INC.

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 
	 
	 	CCBM, INC.

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 
	 
	 	CHAMA PIPELINE HOLDING LLC

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 
	 
	 	CLLR, INC.

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HONDO PIPELINE INC.

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President 	 
	 
	 	MESCALERO PIPELINE, LLC

 	 
	 	By:  	/s/ Paul F. Boling
 	 
	 	 	Name:  	Paul F. Boling 	 
	 	 	Title:  	Vice President