Exhibit 10.2 - Amendment to First Lien Credit Facility


    Exhibit
      10.2

    
 

    FIRST
      AMENDMENT TO CREDIT AGREEMENT,
      CONSENT AND WAIVER

     

    FIRST
      AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER
      (hereinafter referred to as the “Amendment”)
      executed to be effective as of December 19, 2006, by and among CARRIZO OIL
&
GAS, INC., a Texas corporation (“Borrower”),
      certain subsidiaries of Borrower, as Guarantors (in such capacity, “Guarantors”),
      the
      LENDERS party hereto (the Lenders”) and JPMORGAN CHASE BANK, N.A., as
      Administrative Agent (in its such capacity, “Administrative
      Agent”).
      Unless the context 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).

     

    WITNESSETH:

     

    WHEREAS,
      Borrower, Guarantors, Administrative Agent and Lenders have entered unto that
      certain Credit Agreement, dated as of May 25, 2006, (as amended, supplemented
      or
      otherwise modified from time to time, the “Credit
      Agreement”);
      and

     

    WHEREAS,
      Borrower
      has requested that Administrative Agent and Lenders amend the Credit Agreement
      to, among other things, (i) permit the incurrence of additional Indebtedness
      under the Second Lien Facility, (ii) modify the Leverage Ratio, and (iii)
      redetermine the Borrowing Base and Conforming Borrowing Base; and

     

    WHEREAS,
      Administrative Agent and 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, Borrower, Administrative Agent and Lenders,
      hereby agree as follows:

     

    SECTION
      1.  Amendments
      to Credit Agreement.
      Subject
      to the satisfaction or waiver in writing of each condition precedent set forth
      in Section 3
      of this
      Amendment, 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  Additional
      Definitions. The
      following definition shall be and hereby is added to Section 1.01:

     

    “First
      Amendment Effective Date”
      means December 19, 2006.

     

    1.2  Amended
      Definition.
      The
      following definition in Section 1.01
      of the
      Credit Agreement shall be and hereby is amended in its entirety to read as
      follows:

     

    “Change
      in Control”
      shall be deemed to have occurred if (a) any “person” or “group” (within the
      meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on
      the
      date hereof) other than the Permitted Investors shall own, directly or
      indirectly, beneficially or of record, shares representing more than fifty
      percent (50%) of the aggregate ordinary voting power represented by the issued
      and outstanding capital stock of the Borrower, (b) a majority of


     

    
      
        
        

      

      
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    the
      seats (other than vacant seats) on the board of directors of the Borrower shall
      at any time be occupied by persons who were neither (i) nominated by the board
      of directors of the Borrower nor (ii) appointed by directors so nominated,
      or
      (c) any change in control (or similar event, however denominated) with respect
      to the Borrower shall occur under (and not be waived in accordance with) and
      as
      defined in the Second Lien Credit Agreement or any indenture or other loan
      or
      credit agreement or any other debt instrument evidencing any Material
      Indebtedness to which the Borrower is a party.

     

    1.3  Borrowing
      Base Adjustments. Section 3.05
      of the
      Credit Agreement shall be and hereby is amended in its entirety to read as
      follows:

     

    (a) In
      the event the Redetermination of the Borrowing Base is not made on or prior
      to
      May 1, 2007 as a result of the Borrower failing to comply with the requirements
      of this Article III
      with
      respect to such Redetermination on the dates required without giving effect
      to
      any grace or cure period provided in Article IX
      with
      respect to any such failure, the Borrowing Base shall be reduced by $1,690,000
      on May 1, 2007 and on the first date of each month thereafter (the
“Monthly
      Reduction”)
      until the Borrowing Base is otherwise redetermined pursuant to this
Article III.

     

    (b) In
      the event the outstanding principal balance of the Indebtedness under the Second
      Lien Facility exceeds $225,000,000 at any time after the First Amendment
      Effective Date, the Borrowing Base then in effect shall be reduced by $1.00
      for
      every $4.00 of such additional Indebtedness as of the date such additional
      Indebtedness is incurred.

     

    1.4  Investment
      and Holding Company Status. Section 4.08
      of the
      Credit Agreement shall be and hereby is amended in its entirety to read as
      follows:

     

    Investment
      Company Status.
      Neither the Borrower nor any Restricted Subsidiary is an “investment company” as
      defined in, or subject to regulation under, the Investment Company Act of
      1940.

     

    1.5  Financial
      Statements; Other Information. Section 6.01(f)
      of the
      Credit Agreement shall be and hereby is amended in its entirety to read as
      follows:

     

    (f) together
      with the Reserve Reports required under clause (e)
      above, (i) a report, in reasonable detail, setting forth the Swap Agreements
      then in effect, the notional volumes of and prices for, on a monthly basis
      and
      in the aggregate, the Crude Oil and Natural Gas for each such Swap Agreement
      and
      the term of each such Swap Agreement; (ii) if requested by Administrative Agent
      in writing, a true and correct schedule of the Mortgaged Properties, (iii)
      if
      requested by Administrative Agent in writing, the percentage of the Engineered
      Value of the Borrowing Base that the Mortgaged Properties represent and (iv)
      a
      description of the additional Oil and Gas Interests, if any, to be mortgaged
      by
      the Credit Parties to comply with Section 6.09
      and
      the Engineered Value thereof;

     

    1.6  Maintenance
      of Properties; Insurance. Section 6.05
      of the
      Credit Agreement shall be and hereby is amended in its entirety to read as
      follows:

     

    
      
        
        

      

      
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      Maintenance
        of Properties; Insurance.
        The
        Borrower will, and will cause each Restricted Subsidiary and use commercially
        reasonable efforts to cause each operator of Borrowing Base Properties to,
        keep
        and maintain all property material to the conduct of its business in good
        working order and condition, ordinary wear and tear excepted. The
        Borrower shall maintain in effect all insurance required by this Agreement
        and
        the Collateral Documents, and the Borrower agrees to comply with the
        representations and warranties set forth in Section 4.16.
        Upon the written request of the Administrative Agent, the Borrower agrees
        to
        (a) promptly provide the Administrative Agent with certificates or binders
        evidencing such insurance coverage on an annual basis, (b) promptly furnish
        the
        Administrative Agent with copies of all renewal notices and copies of receipts
        for paid premiums, and (c) promptly provide the Administrative Agent with
        certificates or binders evidencing insurance coverage pursuant to all renewal
        or
        replacement policies of insurance.

       

      1.7  Mortgages. Section 6.09
        of the
        Credit Agreement shall be and hereby is amended in its entirety to read as
        follows:

       

      Mortgages.
        No
        later than April 2, 2007, and from time to time as requested by the
        Administrative Agent and in any event to the extent required under the
        Intercreditor Agreement, the Borrower will, and will cause each Guarantor
        to,
        execute and deliver to the Administrative Agent, for the benefit of the Secured
        Parties, Mortgages in form and substance reasonably acceptable to the
        Administrative Agent together with such other assignments, conveyances,
        amendments, agreements and other writings, including, without limitation,
        UCC-1
        financing statements (each duly authorized and executed, as applicable) as
        the
        Administrative Agent shall reasonably deem necessary or appropriate to grant,
        evidence and perfect a valid first priority Lien, subject only to Permitted
        Liens, in (a) not less than eighty percent (80%) of the Engineered Value
        of all
        Borrowing Base Properties (excluding any Oil and Gas Interests in the area
        known
        as the Camp Hill Field in Anderson County, Texas) and (b) not less than eighty
        percent (80%) of the Engineered Value of the Borrower’s and each Guarantor’s Oil
        and Gas Interests in the area known as the Camp Hill Field in Anderson County,
        Texas. 

       

      1.8  Title
        Data. Section 6.10
        of the
        Credit Agreement shall be and hereby is amended in its entirety to read as
        follows:

       

      Title
        Data.
        As
        soon as available and in any event no later than April 2, 2007, the Borrower
        will, and will cause each Guarantor to, deliver to the Administrative Agent
        such
        opinions of counsel and other evidence of title as the Administrative Agent
        shall deem reasonably necessary or appropriate to verify (i) such Credit
        Party’s
        title to not less than seventy-five percent (75%) of the Engineered Value
        of the
        Borrowing Base Properties (excluding any Oil and Gas Interests in the area
        known
        as the Camp Hill Field in Anderson County, Texas), (ii) such Credit Party’s
        title to not less than fifty percent (50%) of the Engineered Value of the
        Oil
        and Gas Interests in the area known as the Camp Hill Field in Anderson County,
        Texas and (iii) the validity, perfection and priority of the Liens created
        by
        the Mortgages and such other matters regarding the Mortgages as Administrative
        Agent shall reasonably request. The Borrower will, and will cause each Guarantor
        to, use commercially reasonable efforts to deliver to the Administrative
        Agent,
        or its counsel on or before April 2, 2007, reasonably satisfactory evidence
        demonstrating that the Borrower or such Guarantor, as the case may be, has
        performed all of the title curative actions described on Schedule 6.10. To
        the
        extent any such title curative 

       

      
        
          
          

        

        
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        action
          is not performed on or before April 2, 2007, the Administrative Agent may,
          in
          its reasonable discretion, reduce the Borrowing Base to account for such
          failure
          to perform such title curative action and such reduction shall be restored
          upon
          the performance of such title curative action to the reasonable satisfaction
          of
          the Administrative Agent.

         

        1.9  Permitted
          Indebtedness. Section 7.01(h)
          of the
          Credit Agreement shall be and hereby is amended in its entirety to read
          as
          follows:

         

        (h) subject
          to any adjustment to the Borrowing Base and Conforming Borrowing Base required
          under Section 3.05,
          Indebtedness under the Second Lien Facility, including Guarantees thereof
          by the
          Restricted Subsidiaries, in an aggregate principal amount not to exceed
          $225,000,000 at any time outstanding;

         

        1.10  Fundamental
          Changes. Section 7.04(c)
          of the
          Credit Agreement shall be and hereby is amended in its entirety to read
          as
          follows:

         

        (c) subject
          to the prior written consent of the Required Lenders, any other Disposition
          of
          Borrowing Base Properties, provided that no such consent is required if
          (i) the
          Borrower delivers prior written notice of such Disposition to the Administrative
          Agent at least thirty (30) days prior to the date of such Disposition,
          or such
          shorter period of time agreed to by the Administrative Agent, specifying
          the
          Borrowing Base Properties to be included in such Disposition, the proposed
          closing date for such Disposition and the consideration to be received
          by the
          Borrower and any Guarantors, as the case may be, as a result of such
          Disposition, and (ii) the Credit Parties prepay the Borrowings pursuant
          to
Section 2.10(b)
          in an
          amount sufficient to eliminate any Borrowing Base Deficiency as determined
          by
          the Required Lenders after the receipt of such notice by the Administrative
          Agent and in such Lenders’ complete and sole discretion using such
          methodologies, assumptions and discount rates as such Lenders customarily
          use in
          assigning collateral value to Oil and Gas Interests
          as of
          such date of determination;

         

        1.11  Fair
          Market Value.
          The
          proviso at the end of Section 7.04
          of the
          Credit Agreement shall be and hereby is amended in its entirety to read
          as
          follows:

         

        provided,
          however,
          that
          any Disposition pursuant to clauses
          (b) through (g)
          shall be
          for fair market value.

         

        1.12  Investments,
          Loans, Advances, Guarantees and Acquisitions. Section 7.05(j)
          of the
          Credit Agreement shall be and hereby is amended in its entirety to read
          as
          follows:

         

        (j) investments
          made pursuant to the requirements of farm-out, farm-in, joint operating,
          joint
          venture or area of mutual interest agreements, gathering systems, pipelines
          or
          other similar or customary arrangements entered into the ordinary course
          of
          business (including advances to operators under operating agreements entered
          into by the Borrower in the ordinary course of business); provided that
          any such
          single investment in excess of $5,000,000 shall be approved by the Board
          of
          Directors of the Borrower.

         

        
          
            
            

          

          
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          1.13  Investments,
            Loans, Advances, Guarantees and Acquisitions. Section 7.05(l)
            of the
            Credit Agreement shall be and hereby is amended to delete the word “and”
from
            the end of such section.

           

          1.14  Investments,
            Loans, Advances, Guarantees and Acquisitions. Section 7.05(m)
            of the
            Credit Agreement shall be and hereby is amended in its entirety to read
            as
            follows:

           

          (m) investments,
            loans, advances and acquisitions the consideration for which consists
            solely of
            (A) Equity Interests of the Borrower or (B) the net cash proceeds of
            a
            substantially contemporaneous issuance of Equity Interest of the Borrower;
            and

           

          1.15  Investments,
            Loans, Advances, Guarantees and Acquisitions. Section 7.05
            of
            the
            Credit Agreement shall be and hereby is amended by adding the following
            as
clause (n)
            at the
            end of such section.

           

          (n) any
            other
            investments in any Person having an aggregate fair market value (measured
            on the
            date each such investment was made and without giving effect to subsequent
            changes in value), when taken together will all other investments made
            pursuant
            to this clause (n)
            do not
            exceed $5,000,000.

           

          1.16  Leverage
            Ratio. Section 7.12(b)
            of the
            Credit Agreement shall be and hereby is amended in its entirety to read
            as
            follows:

           

          (b) Leverage
            Ratio.

           

           

          (i) The
            Borrower will not permit the ratio, determined as of the end of the fiscal
            quarter ending June 30, 2006, of (A) Total Net Debt as of the end of
            such fiscal
            quarter, to (B) Consolidated EBITDAX for the trailing four (4) fiscal
            quarter
            period ending on such date, to be greater than 3.50 to 1.0.

           

           

          (ii) The
            Borrower will not permit the ratio, determined as of the end of the fiscal
            quarter ending September 30, 2006, of (A) Total Net Debt as of the end
            of such
            fiscal quarter to (B) Consolidated EBITDAX for the trailing four (4)
            fiscal
            quarter period ending on such date, to be greater than 3.25 to
            1.00.

           

           

          (iii) The
            Borrower will not permit the ratio, determined as of the end of any fiscal
            quarter ending on or after December 31, 2006, through and including
            December 31, 2007, of (A) Total Net Debt as of the end of such fiscal
            quarter to (B) Consolidated EBITDAX for the trailing four fiscal quarter
            period
            ending on such date, to be greater than 3.75 to 1.00.

           

           

          (iv) The
            Borrower will not permit the ratio, determined as of the end of any fiscal
            quarter ending on or after March 31, 2008, of (A) Total Net Debt as of
            the end
            of such fiscal quarter to (B) Consolidated EBITDAX for the trailing four
            fiscal
            quarter period ending on such date, to be greater than 3.25 to
            1.00.

           

          
            
              
              

            

            
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          For
            purposes of determining the Borrower’s compliance with this Section 7.12(b),
            Consolidated EBITDAX shall not include the net revenue attributable to
            any
            assets that are subject to a Lien granted to secure the Non-Recourse
            Debt.

           

          1.17  Events
            of Default. Article
            IX, paragraph (d)
            of the
            Credit Agreement shall be and hereby is amended in its entirety to read
            as
            follows:

           

          (d) the
            Borrower or any Restricted Subsidiary shall fail to observe or perform
            any
            covenant, condition or agreement contained in (i) Section 6.02,
            and
            such failure shall continue unremedied for a period of ten (10) days
            after the
            occurrence thereof, (ii) Section 6.01 and
            Section 6.05
            (with
            respect to insurance), and such failure shall continue unremedied for
            a period
            of ten (10) days after notice of such failure from the Administrative
            Agent to
            Borrower or (iii) Section 6.03
            (with
            respect to the Borrower or any Restricted Subsidiary’s existence),
            Section 6.08,
            or in
Article
            VII.

           

          1.18  Events
            of Default.
            Article
            IX, paragraph (e)
            of the
            Credit Agreement shall be and hereby is amended in its entirety to read
            as
            follows:

           

          (e) the
            Borrower or any Restricted Subsidiary shall fail to observe or perform
            any
            covenant, condition or agreement contained in (i) this Agreement (other
            than
            those specified in clause
            (a), (b) or (d)
            of this
            article) and such failure shall continue unremedied for a period of thirty
            (30) days after notice of such failure from Administrative Agent to
            Borrower or (ii) any other Loan Document and such failure shall continue
            unremedied for a period of twenty (20) days after notice of such failure
            from
            Administrative Agent to Borrower;

           

          1.19  Redetermined
            Borrowing Base; Conforming Borrowing Base. This
            Amendment shall constitute a notice of the redetermination of the Borrowing
            Base
            and the Monthly Reduction pursuant to Section 3.03
            of the
            Credit Agreement and Administrative Agent hereby notifies Borrower that,
            upon
            the funding of the additional Indebtedness under the Second Lien Facility
            pursuant to the amendment thereto in the form attached hereto as Exhibit
            “A”,
            the
            redetermined Borrowing Base is $54,250,000, and the redetermined Conforming
            Borrowing Base is $46,750,000.

           

          1.20  Consent
            to Second Lien Amendment.
            Administrative Agent and Lenders hereby consent to the amendment of the
            Second
            Lien Credit Agreement in the form attached hereto as Exhibit “A”.

           

          SECTION
            2.  Waiver.
            Borrower
            has failed to comply with the covenants set forth in Sections
            6.09
            and
6.10
            of the
            Credit Agreement. As requested by Borrower, the Lenders (or at least
            the
            required percentage thereof) hereby waive the Event of Default pursuant
            to
Article IX,
            clause (e)
            of the
            Credit Agreement arising as a result of Borrower’s failure to comply with the
            covenants set forth in Sections
            6.09
            and
6.10
            of the
            Credit Agreement. The foregoing waiver is expressly limited as follows:
            (a) such waiver is limited to Sections
            6.09
            and
6.10
            for the
            period prior to the First Amendment Effective Date, (b) such waiver shall
            not be applicable to any provision of the Credit Agreement or any other
            Loan
            Document other than Sections
            6.09
            and
6.10
            of the
            Credit Agreement, and (c) such waiver is a limited, one-time waiver, and
            nothing contained herein shall obligate any Lender to grant any additional
            or
            future waiver of Sections
            6.09
            and
6.10
            of the


           

          
            
              
              

            

            
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            Credit
              Agreement for any other period or grant any additional or future waiver
              of any
              other provision of the Credit Agreement or any other Loan Document.

             

            SECTION
              3.  Conditions.
              The
              amendments to the Credit Agreement contained in Section
              1
              of this
              Amendment and the waiver contained in Section
              2
              of this
              Amendment shall be effective upon the satisfaction of each of the conditions
              set
              forth in this Section 3.

             

            3.1  Execution
              and Delivery.
              Each
              Credit Party, each Lender and the Administrative Agent shall have executed
              and
              delivered this Amendment.

             

            3.2  Amendment
              of Second Lien Credit Agreement.
              Borrower, Guarantors, the lenders party thereto and Credit Suisse,
              Cayman
              Islands Branch, as Administrative Agent for such lenders, shall have
              executed
              and delivered an amendment to the Second Lien Credit Agreement dated
              as of the
              date hereof in the form attached hereto as Exhibit “A”
              and the
              conditions to its effectiveness shall have been satisfied.

             

            3.3  No
              Default.
              No
              Default shall have occurred and be continuing or shall result from
              effectiveness
              of this Amendment or the amendment to the Second Lien Credit
              Agreement.

             

            3.4  No
              Material Adverse Effect.
              No
              Material Adverse Effect shall have occurred since December 31,
              2005.

             

            3.5  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,
              and all such
              documents shall be in form and substance satisfactory to the Administrative
              Agent.

             

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

             

            4.1  Reaffirmation
              of Representations and Warranties/Further Assurances.
              After
              giving effect to the amendments herein, each representation and warranty
              of the
              Borrower contained in the Credit Agreement or in any of the other Loan
              Documents
              is true and correct in all material respects as of the First Amendment
              Effective
              Date (except to the extent such representations and warranties specifically
              refer to an earlier date).

             

            4.2  Corporate
              Authority; No Conflicts.
              The
              execution, delivery and performance by the Borrower (to the extent
              a party
              hereto or thereto) of this Amendment and all documents, instruments
              and
              agreements contemplated herein are within Borrower’ 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 Borrower or result in the creation
              or
              imposition of any Lien upon any of the assets of Borrower except for
              Permitted
              Liens and otherwise as permitted in the Credit Agreement.

             

            4.3  Enforceability.
              This
              Amendment constitutes the valid and binding obligation of Borrower
              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 

             

            
              
                
                

              

              
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              (ii) the
                availability of equitable remedies may be limited by equitable principles
                of
                general application.

               

              SECTION
                5.  Miscellaneous.

               

              5.1  Reaffirmation
                of Loan Documents and Liens.
                Any and
                all of the terms and provisions of the Credit Agreement and the Loan
                Documents
                shall, except as amended and modified hereby, remain in full force
                and effect.
                Borrower hereby agrees that the amendments and modifications herein
                contained
                shall in no manner affect or impair the liabilities, duties and obligations
                of
                Borrower under the Credit Agreement and the other Loan Documents
                or the Liens
                securing the payment and performance thereof.

               

              5.2  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.

               

              5.3  Legal
                Expenses.
                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.

               

              5.4  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 Borrower, the Lenders, 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.

               

              5.5  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.

               

              5.6  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.

               

               

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              IN
                WITNESS WHEREOF,
                the
                parties have caused the First Amendment to Credit Agreement, Consent
                and Waiver
                to be duly executed by their respective authorized officers to be
                effective as
                of the date first above written.

               

              
                	 	 	 
	 	BORROWER:
	 	 
	 	CARRIZO OIL & GAS, INC.
	 
 	 
 	 
 
	 	By:  	
                        /s/
                          Paul F. Boling

                      
	 	Name: Paul F. Boling
	 	Title:Vice
                        President and Chief Financial
                        Officer


              

               

              
                	 	 	 
	 	
                        GUARANTORS:

                      
	 	 
	 	CCBM, INC.
	 
 	 
 	 
 
	 	By:  	
                        /s/
                          Paul F. Boling

                      
	 	Name: Paul F. Boling
	 	
                        Title:
                          Vice President

                      


              

               

              
                	 	 	 
	 	
                        CCLR,
                          INC.

                      
	 
 	 
 	 
 
	 	
                        By:   

                      	
                        /s/
                          Paul F. Boling

                      
	 	
                        Name:
                          Paul F. Boling

                      
	 	
                        Title:
                          Vice President

                      


              

               

              
                	 	 	 
	 	
                        ADMINISTRATIVE
                          AGENT AND 

                        LENDER:

                      
	 	 
	 	
                        JPMORGAN
                          CHASE BANK, NATIONAL 

                        ASSOCIATION,
                          individually
                          and as 

                        Administrative
                          Agent

                      
	 
 	 
 	 
 
	 	
                        By:   

                      	
                        /s/
                          Charles Kingswell-Smith

                      
	 	
                        Name:
                          Charles Kingswell-Smith

                      
	 	
                        Title:
                          Senior Vice
                          President

                      


              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORM
      OF SECOND LIEN CREDIT AGREEMENT AMENDMENT