exh101.htm


    EXHIBIT
10.1

     

     

    
      EXECUTION
VERSION

    

     

     

    
      ELEVENTH
AMENDMENT TO CREDIT AGREEMENT

       

      ELEVENTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) dated as
of December 16, 2009, 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 WELLS
FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, the
“Administrative
Agent”).  Unless 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 are party to
that certain Credit Agreement, dated as of May 25, 2006 (as the same has been
and may hereafter be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”);
and

       

      WHEREAS, Borrower, Guarantors,
Administrative Agent and Lenders have agreed to amend the Credit Agreement (a)
to increase the Aggregate Commitment and Borrowing Base, (b) to provide for the
increase of the Commitments of certain Lenders and the addition of a new Lender,
and (c) for certain other purposes as provided herein, in each case, subject to
the terms and conditions set forth herein.

       

      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, the parties hereto 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 4 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 Cover Page.  The
cover page to the Credit Agreement shall be and it hereby is amended in its
entirety and replaced with the cover page attached hereto as Annex A.

       

      1.2 Additional
Definitions.  The following definition shall be and it hereby
is added to Section 1.01 of
the Credit Agreement in appropriate alphabetical order:

       

      “Eleventh Amendment Effective
Date” means December 16, 2009.

       

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

       

      “Aggregate Commitment”
means, as of the Eleventh Amendment Effective Date, $350,000,000 and thereafter
as such amount may be reduced or increased from time to time pursuant to Section
2.02 and Section 2.02A and as a result of changes in the Borrowing Base;
provided that such amount shall not at any time

       

      
        
          Eleventh
Amendment to Credit Agreement

           

        

        
          Page
1

          
            

          

        

        
           

        

      

       

      
        exceed
the lesser of (i) the Maximum Facility Amount and (ii) the Borrowing Base then
in effect.  If at any time the Borrowing Base is reduced below the
Aggregate Commitment, the Aggregate Commitment shall be reduced automatically to
the amount of the Borrowing Base in effect at such time.

         

        1.4 Amendment to Schedule
2.01.  Schedule 2.01 to the
Credit Agreement shall be and it hereby is amended in its entirety and replaced
with Schedule
2.01 attached hereto.

         

        SECTION
2. Redetermined Borrowing
Base.  This Amendment shall constitute notice of the
Redetermination of the Borrowing Base pursuant to Section 3.06 of the
Credit Agreement, and the Administrative Agent, the Lenders and the Borrower
hereby acknowledge that, effective as of the date of this Amendment, the
Borrowing Base is $350,000,000 and the Monthly Reduction is $0.00, and such
redetermined Borrowing Base and Monthly Reduction shall remain in effect until
the next Redetermination of the Borrowing Base.

         

        SECTION
3. New Lenders, Increase of Commitments
and Reallocation of Commitments and Loans.  The Lenders have
agreed among themselves to (a) reallocate their respective Commitments, (b)
allow certain financial institutions identified by the Administrative Agent, in
consultation with the Borrower, to become a party to the Credit Agreement as a
Lender (each, a “New
Lender”) with an initial Commitment as set forth on Schedule 2.01 to this
Amendment and (c) allow certain financial institutions to increase their
respective Commitments under the Credit Agreement to the amount set forth on
Schedule 2.01
to this Amendment (each, an “Increasing
Lender”).  The Administrative Agent and the Borrower hereby
consent to such reallocation, each New Lender’s Commitment and the increase of
each Increasing Lender’s Commitment.  On the Eleventh Amendment
Effective Date and after giving effect to such reallocation and increase of the
Aggregate Commitment, the Commitment and Applicable Percentage of each Lender
shall be as set forth on Schedule 2.01 to this
Amendment.  Each Lender (including each New Lender and each Increasing
Lender) hereby consents to the Applicable Percentages and Commitments set forth
on Schedule
2.01 to this Amendment.  Any reallocation of the Aggregate
Commitment among the Lenders shall be deemed to have been consummated pursuant
to the terms of the Assignment and Assumption attached as Exhibit A to the
Credit Agreement as if such Lenders had executed an Assignment and Assumption
with respect to such reallocation.  The Borrower and the
Administrative Agent hereby consent to any such assignment and
reallocation.  The Administrative Agent hereby waives the $3,500
processing and recordation fee set forth in Section
11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments
and reallocations contemplated by this Section
3.  To the extent requested by any Lender in accordance with
Section 2.15 of
the Credit Agreement, the Borrower shall pay to such Lender, within the time
period prescribed by Section 2.15 of the
Credit Agreement, any amounts required to be paid by the Borrower under Section 2.15 of the
Credit Agreement in the event the payment of any principal of any Eurodollar
Loan or the conversion of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto is required in connection with the
reallocation and increase of the Aggregate Commitment contemplated by this Section
3.

         

        SECTION 4.
Conditions.  The amendments to the Credit Agreement contained
in Section 1 of
this Amendment, the redetermination of the Borrowing Base contained in Section 2 of this
Amendment, and the reallocation and increase of the Aggregate Commitment
contained in

         

        
          
            Eleventh
Amendment to Credit Agreement

             

          

          
            Page
2

            
              

            

          

          
             

          

        

         

        Section 3 of this
Amendment shall be effective upon the satisfaction of each of the conditions set
forth in this Section 4.

         

        4.1 Execution and
Delivery.  Each Credit Party, the Lenders, and the
Administrative Agent shall have executed and delivered this
Amendment.

         

        4.2 No Default.  No
Default shall have occurred and be continuing or shall result from the
effectiveness of this Amendment.

         

        4.3 Notes.  The Borrower
shall have executed and delivered a promissory note to each New Lender that has
requested a promissory note in accordance with Section 2.08(e) of
the Credit Agreement.

         

        4.4 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 prior to the date hereof, and all such documents shall be in
form and substance reasonably satisfactory to the Administrative
Agent.

         

        SECTION
5. Representations and Warranties of the
Credit Parties.  To induce the Lenders to enter into this
Amendment, each Credit Party hereby represents and warrants to the Lenders as
follows:

         

        5.1 Reaffirmation of Representations and
Warranties/Further Assurances.  After giving effect to the
amendments herein, each representation and warranty of such Credit Party
contained in the Credit Agreement or in any of the other Loan Documents is true
and correct in all material respects as of the date hereof (except to the extent
such representations and warranties specifically refer to an earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date and taking into account any amendments
to the schedules or exhibits as a result of any disclosures made in writing by
such Credit Party to the Administrative Agent after the Effective Date and
approved by the Administrative Agent and the Required Lenders in
writing).

         

        5.2 Corporate Authority; No
Conflicts.  The execution, delivery and performance by such
Credit Party (to the extent a party hereto or thereto) of this Amendment and all
documents, instruments and agreements contemplated herein are within such Credit
Party’s corporate or other organizational powers, have been duly authorized by
all 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 such Credit
Party or result in the creation or imposition of any Lien upon any of the assets
of such Credit Party except for Permitted Liens and otherwise as permitted in
the Credit Agreement.

         

        5.3 Enforceability.  This
Amendment constitutes the valid and binding obligation of such Credit Party
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 (ii) the availability of equitable remedies
may be limited by equitable principles of general application.

         

        
          
            Eleventh
Amendment to Credit Agreement

             

          

          
            Page
3

            
              

            

          

          
             

          

        


       

      5.4 No Default.  As of
the date hereof, both before and immediately after giving effect to this
Amendment, no Default or Event of Default has occurred and is
continuing.

       

      SECTION
6. Miscellaneous.

       

      6.1 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 and are hereby in all respects ratified and
confirmed by each Credit Party.  Each Credit Party hereby agrees that
nothing contained in this Amendment shall in any manner affect or impair the
liabilities, duties and obligations of such Credit Party under the Credit
Agreement and the other Loan Documents or the Liens securing the payment and
performance thereof.

       

      6.2 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.

       

      6.3 Legal Expenses.  The
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.

       

      6.4 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.  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.

       

      6.5 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.

       

      6.6 Governing Law.  This
Amendment shall be construed in accordance with and governed by the law of the
State of Texas.

       

      6.7 Severability.  Any
provision of this Amendment held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

       

      6.8 Complete
Agreement.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.

       

      
        
          Eleventh
Amendment to Credit Agreement

           

        

        
          Page
4

          
            

          

        

        
           

        

      


     

    
      IN WITNESS WHEREOF, the
parties have caused this Amendment 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	 
	 	 	 	 


        

      

       

       

      
        
          Eleventh
Amendment to Credit Agreement

          Signature
Page

           

        

        
           

          
            

          

        

        
           

        

         

         

        
          
            	 	 GUARANTORS:	 
	 	 	 
	 	CCBM,
      INC.	 
	 	 	 	 
	
                     

                  	
                    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	 
	 	 	 	 


            

          

          


           

          
            
              	 	CARRIZO (MARCELLUS)
      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	 
	 	 	 	 


            



          
            
              Eleventh
Amendment to Credit Agreement

              Signature
Page

               

            

            
               

              
                

              

            

            
               

            

          

        

      

    

     

     

    
      
        	 	 CHAMA PIPELINE
      HOLDING LLC	 
	 	 	 	 
	
                 

              	
                By:
      

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


      

       

      
         

        
          
            Eleventh
Amendment to Credit Agreement

            Signature
Page

             

          

          
             

            
              

            

          

          
             

          

           

           

          
            
              	 	WELLS FARGO
      BANK, N.A., as	 
	 	Administrative
      Agent, Issuing Bank and as a	 
	 	Lender	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Doug
      McDowell      	 
	 	Name:  	Doug
      McDowell	 
	 	Title:  	Vice
      President	 
	 	 	Senior
      Portfolio Manager	 


            

          

           

           

          
            
              Eleventh
Amendment to Credit Agreement

              Signature
Page

               

            

            
               

              
                

              

            

            
               

            

          

          
            


            
              
                	 	ROYAL BANK
      OF CANADA,	 
	 	as
      a Co-Syndication Agent and as a Lender	 
	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Don J.
      McKinnerney  	 
	 	Name: 	Don
      J. McKinnerney	 
	 	Title: 	Authorized
      Signatory	 
	 	 	 	 


              

            

             

             

            
              
                Eleventh
Amendment to Credit Agreement

                Signature
Page

                 

              

              
                 

                
                  

                

              

              
                 

              

            

            
               

              
                
                  	 	CALYON NEW
      YORK BRANCH,	 
	 	as
      a Co-Syndication Agent and as a Lender	 
	 	 	 	 
	
                           

                        	
                          By:
      

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


                

              

               

               

              
                
                  Eleventh
Amendment to Credit Agreement

                  Signature
Page

                   

                

                
                   

                  
                    

                  

                

                
                   

                

              

              
                 

                 

                
                  
                    	 	CAPITAL
      ONE, N.A.,	 
	 	as
      Documentation Agent and as a Lender	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/ Eric
      Broussard   	 
	 	Name:	Eric
      Broussard	 
	 	Title:  	Senior
      Vice President	 
	 	 	 	 


                  

                

                
            

                
                  
                    Eleventh
Amendment to Credit Agreement

                    Signature
Page

                     

                  

                  
                     

                    
                      

                    

                  

                  
                     

                  

                

                 

                
                  	 	UNION BANK, N.A.
      (f/k/a UNION BANK	 
	 	OF
      CALIFORNIA, N.A.),	 
	 	 as
      a Lender	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Timothy
      Brendel  	 
	 	Name: 	Timothy
      Brendel	 
	 	Title:	Vice
      President	 
	 	 	 	 


                

              




        
           

           

          
            
              Eleventh
Amendment to Credit Agreement

              Signature
Page

               

            

            
               

              
                

              

            

            
               

            

          

          
             

            
              
                	 	U.S. BANK
      NATIONAL ASSOCIATION,	 
	 	as
      a Lender	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Justin M. Alexander	 
	 	Name:  	Justin
      M. Alexander  	 
	 	Title:	Vice
      President	 
	 	 	 	 


              

            

             

            
               

              
                
                  Eleventh
Amendment to Credit Agreement

                  Signature
Page

                   

                

                
                   

                  
                    

                  

                

                
                   

                

              

                                                                

              
                
                  	 	CREDIT
      SUISSE AG, Cayman Islands Branch	 
	 	as
      a Lender	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Mikhail
      Faybusovich   	 
	 	Name:
      	Mikhail
      Faybusovich	 
	 	Title:	Vice
      President	 
	 	 	 	 
	 	 	 	 
	 	By:  	/s/ Karim
      Blasetti 	 
	 	Name: 	Karim
      Blasetti	 
	 	Title: 	Vice
      President	 
	 	 	 	 


                

              

               

               

              
                
                  Eleventh
Amendment to Credit Agreement

                  Signature
Page

                   

                

                
                   

                  
                    

                  

                

                
                   

                

              

              
                


                 

                
                  	 	BBVA COMPASS
      BANK (as successor in	 
	 	interest
      to Guaranty Bank), as
      a Lender	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ Kathleen J. Bowen	 
	 	Name:  
      	Kathleen
      J. Bowen	 
	 	Title: 	Senior
      Vice President	 
	 	 	 	 


                

              




        
          
            


             

            
              
                Eleventh
Amendment to Credit Agreement

                Signature
Page

                 

              

              
                 

                
                  

                

              

              
                 

              

            

          

                 

          
            	 	 FORTIS
      CAPITAL CORP.,	 
	 	 as
      a Lender	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	//s/
      Michaela Braun   	 
	 	Name:  
      	Michaela
      Braun	 
	 	Title:   	Vice
      President	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Stephen R.
      Staples   	 
	 	Name:
      	Stephen
      R. Staples	 
	 	Title:  	Director	 


          

        


      
        
          


           

          
            
              Eleventh
Amendment to Credit Agreement

              Signature
Page

               

            

            
               

              
                

              

            

            
               

            

          

           

          
            
              	 	BBVA
      COMPASS BANK, as a Lender	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Kathleen J.
      Bowen  	 
	 	Name: 	Kathleen
      J. Bowen	 
	 	Title: 	Senior
      Vice President	 
	 	 	 	 


            

          

           

           

          
            
              Eleventh
Amendment to Credit Agreement

              Signature
Page

               

            

            
               

              
                

              

            

            
               

            

             

            
              SCHEDULE
2.01

               

              APPLICABLE
PERCENTAGES AND COMMITMENTS

               

              
                	
                        Lender

                      	
                        Title

                      	
                        Applicable
      Percentage

                      	
                        Commitment1

                      
	
                        Wells
      Fargo Bank, N.A.

                        1700
      Lincoln Ave. 3rd
      Floor

                        MAC
      C7300-035

                        Denver,
      CO 80203

                        Attention:
      Todd Hackbarth

                        Telephone:
      (303) 863-6637

                        Facsimile:
      (303) 863-5533

                        Todd.a.hackbarth@wellsfargo.com

                         

                        With
      a copy to:

                         

                        Wells
      Fargo Bank, N.A.

                        1000
      Louisiana, 9th
      Floor

                        MAC
      T5002-090

                        Houston,
      Texas  77002

                        Attention:
      Scott Hodges

                        Telephone:
      (713) 319-1367

                        Facsimile:
      (713) 319-1925

                        scott.hodges@wellsfargo.com

                      	
                        Administrative
      Agent and a Lender

                      	
                        16.28571429%

                      	
                        $57,000,000.00

                      
	
                        Royal
      Bank of Canada

                        3900
      Williams Tower

                        2800
      Post Oak Blvd.

                        Houston,
      Texas  77056

                        Attention:
      Don McKinnerney

                        Telephone:
      (713) 403-5607

                        Facsimile:
      (713) 403-5624

                        don.mckinnerney@rbccm.com

                      	
                        Co-Syndication
      Agent and a Lender

                      	
                        13.57142857%

                      	
                        $47,500,000.00

                      


              

              

                

              

               
                
                  
                    	 1	As
      of the Eleventh Amendment Effective Date, as such commitment may be (a)
      reduced from time to time pursuant to Section 2.02, (b) increased from
      time to time as a result of changes in the Aggregate Commitment pursuant
      to Section 2.02A, (c) reduced or increased from time to time as a result
      of changes to the Borrowing Base, and (d) reduced or increased from time
      to time pursuant to assignments by or to such Lender pursuant to Section
      11.04.


                  

                   

                

                 

                
                  
                    Eleventh
Amendment to Credit Agreement

                    Schedule
2.01

                     

                  

                  
                     

                    
                      

                    

                  

                  
                     

                  

                

                 

                
                  
                    	
                            Calyon
      New York Branch

                            1301
      Travis Street

                            Suite
      2100

                            Houston,
      Texas  77002

                            Attention:
      Tom Byargeon

                            Telephone:
      (713) 890-8616

                            tom.byargeon@us.calyon.com

                          	
                            Co-Syndication
      Agent and a Lender

                          	
                            13.57142857%

                          	
                            $47,500,000.00

                          
	
                            Capital
      One, N.A.

                            5718
      Westheimer, Suite 1430

                            Houston,
      Texas  77057

                            Attention:
      Paul Hein

                            Telephone:
      (713) 435-7461

                            Facsimile:
      (713) 435-7106

                            paul.hein@capitalonebank.com

                          	
                            Documentation
      Agent and a Lender

                          	
                            13.57142857%

                          	
                            $47,500,000.00

                          
	
                            Union
      Bank, N.A.

                            500
      North Akard, Suite 4200

                            Dallas,
      Texas 75201

                            Attention:
      Damien Meiburger

                            Telephone:
      (214) 922-4200

                            Facsimile:
      (214) 922-4209

                            damien.meiburger@uboc.com

                          	
                            Lender

                          	
                            10.45000000%

                          	
                            $36,575,000.00

                          
	
                            U.S.
      Bank National Association

                            950
      17th
      St., DNCOT8E

                            Denver,
      CO  80202

                            Attention:  Justin
      M. Alexander

                            Telephone:  (303)
      585-4201

                            Facsimile:  (303)
      585-4362

                            justin.alexander@usbank.com

                             

                            With
      a copy to:

                             

                            U.S.
      Bank

                            555
      SW Oak, PDORP7LS

                            Attention:  Tony
      Wong

                            Telephone:  (503)
      275-3252

                            Facsimile:  (503)
      973-6900

                            tony.wong@usbank.com

                          	
                            Lender

                          	
                            8.14285714%

                          	
                            $28,500,000.00

                          


                  

                

              

            

          

        

      

    

     

     

    
      
        Eleventh
Amendment to Credit Agreement

        Schedule
2.01

         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                Credit
      Suisse

                Eleven
      Madison Avenue

                New
      York, New York  10010

                Attention:
      Mikhail Faybusovich

                Telephone:
      (212) 325-5714

                Facsimile:
      (646) 935-8518

                Mikhail.faybusovich@credit-suisse.com

                 

                With
      a copy to:

                 

                Credit
      Suisse

                One
      Madison Avenue

                New
      York, New York  10010

                Attention:
      Loan Closers

                Telephone:
      (212) 325-9041

                Facsimile:
      (212) 538-9120

                loan.closers@credit-suisse.com

              	
                Lender

              	
                7.83571429%

              	
                $27,425,000.00

              
	
                BBVA
      Compass Bank (as successor in interest to Guaranty Bank)

                24
      Greenway Plaza

                Suite
      1400A

                Houston,
      TX  77046

                Attention:
      Kathleen J. Bowen

                Telephone:
      (713) 968-8273

                Facsimile:
      (713) 968-8292

                Kathy.Bowen@bbvacompass.com

              	
                Lender

              	
                7.14285714%

              	
                $25,000,000.00

              
	
                Fortis
      Capital Corp.

                1200
      Smith St.

                Suite
      3100

                Houston,
      Texas 77002

                Attention:
      Polly Schott

                Telephone:
      (713) 982-1150

                Facsimile:
      (713) 659-6915

                Polly.schott@us.bnpparibas.com

              	
                Lender

              	
                5.71428571%

              	
                $20,000,000.00

              


      

    

     

     

    
      
        Eleventh
Amendment to Credit Agreement

        Schedule
2.01

         

      

      
         

        
          

        

      

      
         

      

       

      
        
          	
                  BBVA
      Compass Bank

                  24
      Greenway Plaza

                  Suite
      1400A

                  Houston,
      TX  77046

                  Attention:
      Kathleen J. Bowen

                  Telephone:
      (713) 968-8273

                  Facsimile:
      (713) 968-8292

                  Kathy.Bowen@bbvacompass.com

                	
                  Lender

                	
                  3.71428571%

                	
                  $13,000,000.00

                
	
                  TOTAL

                	 
      	
                  100.0000000%

                	
                  $350,000,000.00

                


        

      

    

     

     

    
      
        Eleventh
Amendment to Credit Agreement

        Schedule
2.01

         

      

      
         

        
          

        

      

      
         

      

    

     

    
      ANNEX
A

    

     

    
      


      
        	
                 

                CREDIT
      AGREEMENT

                 

                dated
      as of

                May
      25, 2006

                 

                among

                 

                CARRIZO
      OIL & GAS, INC.,

                as
      Borrower

                 

                CERTAIN
      SUBSIDIARIES OF BORROWER,

                as
      Guarantors

                 

                The
      Lenders Party Hereto,

                 

                WELLS
      FARGO BANK, N.A.,

                as
      Administrative Agent, Sole Bookrunner and Sole Lead Arranger,

                 

                ROYAL
      BANK OF CANADA AND CALYON NEW YORK BRANCH,

                as
      Co-Syndication Agents,

                 

                and

                 

                CAPITAL
      ONE, N.A.,

                as
      Documentation Agent

                 

                 

                $500,000,000
      Senior Secured Revolving Credit Facility

                 

                 

              


      

    

     

     

    (Logo of Wells
Fargo)

     

     

    
      
        Eleventh
Amendment to Credit Agreement

        Annex
A