Second Amendment to Credit Agreement


 Exhibit 10.1 
 SECOND AMENDMENT 
 TO 

CREDIT AGREEMENT 
 DATED AS OF SEPTEMBER 4, 2012 
 AMONG 
 CARRIZO OIL &
GAS, INC., 
 AS BORROWER, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

AS ADMINISTRATIVE AGENT, 

AND 
 THE LENDERS PARTY HERETO 






 SECOND AMENDMENT TO CREDIT
AGREEMENT 
 THIS SECOND AMENDMENT TO
CREDIT AGREEMENT (this “Second Amendment”) dated as of September 4, 2012, among CARRIZO OIL & GAS, INC., a Texas corporation (the “Borrower”); the
Lenders listed on the signature pages hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

 R E C I T A L S 
 WHEREAS, the Borrower, the Administrative Agent, the Lenders and the other Agents party thereto are parties to that certain Credit Agreement dated as of January 27, 2011 (as heretofore amended,
supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower; and 

WHEREAS, the Borrower has requested that the Administrative Agent and the Majority Lenders amend certain provisions of the Credit
Agreement, and the Administrative Agent and the Majority Lenders are willing to do so on the terms and subject to the conditions set forth herein; 
 NOW, THEREFORE, to induce the Administrative Agent and the Majority Lenders to enter into this Second Amendment, and in consideration of the premises and the mutual covenants herein contained, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in
the Credit Agreement, as amended by this Second Amendment. Unless otherwise indicated, all section references in this Second Amendment refer to sections of the Credit Agreement. 

Section 2. Amendments to Credit Agreement. 
 2.1 Amendments to Section 1.02. 
 (a) Section 1.02 is hereby
amended by deleting the defined terms “Agreement”, “Existing 2018 Notes”, “Existing 2018 Notes Indenture”, “Permitted Additional Senior Notes” and “Senior Notes” and replacing them with the
following: 
 “‘Agreement’ means this Credit Agreement, as amended by that certain First
Amendment dated as of March 26, 2012 and that Second Amendment dated as of September 4, 2012, as the same may from time to time be further amended, modified, supplemented or restated. 

‘Existing 2018 Notes’ means the Borrower’s 8.625% Senior Notes due 2018 issued on November 2,
2010 pursuant to the Existing 2018 Notes Indenture, the aggregate outstanding principal amount of which as of the Effective Date is $400,000,000. 






 ‘Existing 2018 Notes Indenture’ means that certain
Indenture dated as of May 28, 2008 among the Borrower, certain Subsidiaries of the Borrower and Wells Fargo Bank, National Association, as trustee, as supplemented by the Fourth Supplemental Indenture dated as of November 2, 2010, the
Sixth Supplemental Indenture dated as of May 4, 2011, the Eighth Supplemental Indenture dated as of August 5, 2011 and the Officer’s Certificate dated as of November 17, 2011, and as the same may be amended, restated, modified or
further supplemented from time to time (to the extent such amendment, restatement, modification or supplement is applicable to the Existing 2018 Notes or the Additional 2018 Notes) in accordance with the terms of this Agreement. 

‘Permitted Additional Senior Notes’ means any unsecured senior, senior subordinated or convertible notes
issued after the Second Amendment Effective Date by the Borrower under Section 9.02(f). 
 ‘Senior
Notes’ means the Existing Senior Notes, the Additional 2018 Notes, any Permitted Additional Senior Notes and any Permitted Refinancing Debt in respect thereof.” 
 (b) Section 1.02 is hereby amended by adding the following defined terms thereto in the appropriate alphabetical order: 

“‘Additional 2018 Notes’ means the Borrower’s 8.625% Senior Notes due 2018, issued on
November 17, 2011 pursuant to the Existing 2018 Notes Indenture, the aggregate outstanding principal amount of which as of the Second Amendment Effective Date is $200,000,000. 

‘Second Amendment Effective Date’ means September 4, 2012.” 

2.2 Amendments to Section 9.02. 
 (a) Section 9.02(f) is hereby amended by deleting the reference to “$400,000,000” and replacing it with “$350,000,000”. 

(b) Section 9.02 is hereby amended by adding a new clause (k) thereto reading in its entirety as follows:

 “(k) the Additional 2018 Notes and any Permitted Refinancing Debt in respect thereof.” 

Section 3. Conditions Precedent. This Second Amendment shall become effective on the date when each of the following conditions is
satisfied (or waived in accordance with Section 12.02) (such date, the “Second Amendment Effective Date”): 
 3.1 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment
of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 

  
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 3.2 The Administrative Agent shall have received from the Majority Lenders and the Borrower,
counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Person. 
 3.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Second Amendment. 

3.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably
require in connection with the transactions contemplated hereby. 
 The Administrative Agent is hereby authorized and directed
to declare this Second Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such
conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. 

Section 4. Miscellaneous. 
 4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment.

 4.2 Ratification and Affirmation; Representations and Warranties. The Borrower hereby (a) acknowledges the terms
of this Second Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force
and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: 

(i) all of the representations and warranties of the Borrower and the Guarantors contained in the Loan Documents are true
and correct in all material respects, 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, and 
 (ii) no Default or Event of Default has occurred and is
continuing. 
 4.3 Loan Document. This Second Amendment is a Loan Document. 

4.4 Counterparts. This Second Amendment may be executed by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart
hereof. 

  
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 4.5 NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT
ORAL AGREEMENTS BETWEEN THE PARTIES. 
 4.6 GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
 4.7 Payment of Expenses. In accordance with Section 12.03,
the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of- pocket costs and reasonable expenses incurred in connection with this Second Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 
 4.8 Severability. Any provision of this Second Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

4.9 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
 [SIGNATURES BEGIN NEXT PAGE] 

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

							
	BORROWER:	 		 	 CARRIZO OIL & GAS, INC.

				
		 		 	By:	 	/s/ Paul F. Boling
		 		 		 	Paul F. Boling Chief Financial Officer,
		 		 		 	Vice President, Secretary and Treasurer


  
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	LENDERS:	 		 	WELLS FARGO BANK, NATIONAL
		 		 	ASSOCIATION, as Administrative Agent
		 		 	and a Lender
				
		 		 	By:	 	/s/ Greg Smothers
		 		 		 	  

		 		 	Name:	 	Greg Smothers
		 		 	Title:	 	Director


  
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	CREDIT AGRICOLE CORPORATE
	AND INVESTMENT BANK, as a Lender
		
	By:	 	/s/ Tom Byargeon
		 	  

	Name:	 	Tom Byargeon
	Title:	 	Managing Director
		
	By:	 	/s/ Sharada Manne
		 	  

	Name:	 	Sharada Manne
	Title:	 	Managing Director



  
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	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Mark Lumpkin, Jr.

	Name:	 	Mark Lumpkin, Jr.
	Title:	 	Authorized Signatory



  
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	CAPITAL ONE, N.A., as a Lender
		
	By:	 	 /s/ Robert James

	Name:	 	Robert James
	Title:	 	Vice President



  
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	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Ann Van Wagener

	Name:	 	Ann Van Wagener
	Title:	 	Vice President



  
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	UNION BANK, N.A., as a Lender  

	By:	 	/s/ Damien G. Meiburger
	Name:	 	Damien G. Meiburger
	Title:	 	Senior Vice President



  
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	SOCIETE GENERALE, as a Lender
		
	By:	 	/s/ Graeme Bullen
	Name:	 	Graeme Bullen
	Title:	 	Managing Director



  
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	 CREDIT SUISSE AG, CAYMAN
 ISLANDS BRANCH, as a Lender

		
	By:	 	/s/ Ari Bruger
	Name:	 	Ari Bruger
	Title:	 	Vice President
		
	By:	 	/s/ Michael Spaight
	Name:	 	Michael Spaight
	Title:	 	Associate



  
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