exh101.htm


    EXECUTION
VERSION

     

    
      TENTH
AMENDMENT TO CREDIT AGREEMENT

       

      TENTH AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”) dated as
of May 20, 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”), GUARANTY
BANK, as resigning administrative agent for the Lenders (in such capacity, the
“Resigning
Agent”) and as resigning issuing bank (in such capacity, the “Resigning Issuing
Bank”) and WELLS FARGO BANK, N.A., as successor administrative agent for
the Lenders (in such capacity, the “Successor Agent”) and
as successor issuing bank (in such capacity, the “Successor Issuing
Bank”).  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,
Resigning Agent and
certain 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, Resigning Agent and
Resigning Issuing Bank desire to resign as Administrative Agent and Issuing
Bank, respectively, under the Credit Agreement and Successor Agent and Successor
Issuing Bank desire to be appointed as Administrative Agent and Issuing Bank,
respectively, under the Credit Agreement; and

       

      WHEREAS, Borrower, Guarantors,
Successor Agent and Lenders have agreed to amend the Credit Agreement as
provided herein, 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 5 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 Preamble.  The
preamble to the Credit Agreement shall be and it hereby is amended by deleting
the reference to “GUARANTY BANK” and substituting in lieu thereof the name
“WELLS FARGO BANK, N.A.”.

       

      1.3 Additional
Definitions.  The following definitions shall be and they
hereby are added to Section 1.01 of
the Credit Agreement in appropriate alphabetical order:

       

      “Tenth Amendment Effective
Date” means May 20, 2009.

       

      
        
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        “Wells Fargo” means
Wells Fargo Bank, N.A.

         

        1.4 Amended
Definitions.  The following definitions in Section 1.01 of
the Credit Agreement shall be and they hereby are amended in their respective
entireties to read as follows:

         

        “Administrative Agent”
means Wells Fargo Bank, N.A., in its capacity as contractual representative of
the Lenders hereunder pursuant to ARTICLE X and not in its individual capacity
as a Lender, and any successor agent appointed pursuant to ARTICLE
X.

         

        “Approved
Counterparty” means, at any time and from time to time, (i) any Person
engaged in the business of writing Swap Agreements for commodity, interest rate
or currency risk that is acceptable to the Administrative Agent or has (or the
credit support provider of such Person has), at the time Borrower or any
Restricted Subsidiary enters into a Swap Agreement with such Person, a long term
senior unsecured debt credit rating of BBB+ or better from S&P or Baa1 or
better by Moody’s, (ii) any Lender Counterparty, and (iii) Shell Energy North
America (US) L.P.

         

        “Aggregate Commitment”
means, as of the Tenth Amendment Effective Date, $259,400,000 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 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.

         

        “Cash Management
Obligations” means, with respect to any Credit Party, any obligations of
such Credit Party owed to Wells Fargo or any of its Affiliates in respect of
treasury management arrangements, depositary or other cash management
services.

         

        “Fee Letter” means
that certain Fee and Mandate Letter, dated as of May 18, 2009, between the
Borrower and Wells Fargo.

         

        “Issuing Bank” means
Wells Fargo, in its capacity as the issuer of Letters of Credit hereunder, and
its predecessors and/or successors in such capacity to the extent provided in
Section 2.05(i).  The Issuing Bank may, in its discretion, arrange for
one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in
which case the term “Issuing Bank” shall include any such Affiliate with respect
to Letters of Credit issued by such Affiliate.

         

        “Prime Rate” means the
rate of interest per annum publicly announced from time to time by Wells Fargo
as its prime rate in effect at its principal office in Houston,
Texas.  Each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being
effective.

         

        
          
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      1.5 Deleted
Definitions.  Section 1.01 of the
Credit Agreement shall be and it hereby is amended by deleting the following
definition: “Guaranty Bank”.

       

      1.6 Fees.  Clause (b) of
Section 2.11 of
the Credit Agreement shall be and it hereby is amended by deleting the phrase
“Seventh Amendment Effective Date” located twice therein and twice substituting
in lieu thereof the phrase “Tenth Amendment Effective Date”.

       

      1.7 Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.  Clauses (a) and (b) of Section 2.17 of the
Credit Agreement shall be and they hereby are amended in their respective
entireties to read as follows:

       

      (a)           The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section 2.14, Section 2.15 or Section 2.16, or otherwise) prior to
12:00 noon, on the date when due, in immediately available funds, without
set-off or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments shall be made to the
Administrative Agent at its offices at 1700 Lincoln Ave. 3rd Floor,
MAC C7300-035, Denver, Colorado 80203, except payments to be made directly to
the Issuing Bank as expressly provided herein and except that payments pursuant
to Section 2.14, Section 2.15, Section 2.16 and Section 11.03 shall be made
directly to the Persons entitled thereto.  The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof in like
funds as received.  If any payment hereunder shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such
extension.  All payments hereunder shall be made in
Dollars.

       

      (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties; provided that in the event such funds
are received by and available to the Administrative Agent as a result of the
exercise of any rights and remedies with respect to any collateral under the
Security Instruments, the parties entitled to a ratable share of such funds
pursuant to the foregoing clause (ii) and the determination of each parties’
ratable share shall include, on a pari passu basis, (x) the Lender
Counterparties and the actual aggregate amounts then due and owing to each
Lender Counterparty by the Borrower or any Guarantor as a result of the early
termination of any

       

      
        
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        transactions
under any Swap Agreements included in the Obligations (after giving effect to
any netting agreements) and (y) Wells Fargo or any of its Affiliates with
respect to Cash Management Obligations then due and owing to Wells Fargo or any
of its Affiliates by any Credit Party.

         

        1.8  Deposit
Accounts.  Section 4.18 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:

         

        Section
4.18.      Deposit
Accounts.  From and after forty-five (45) days after the Tenth
Amendment Effective Date (or such longer time as acceptable to Administrative
Agent in its sole discretion), except for deposit and investment accounts
maintained at financial institutions (other than the Administrative Agent) the
aggregate balance of which does not exceed $200,000 at any time for all such
other deposit and investment accounts taken as a whole, no Credit Party
maintains any deposit or investment account (and no Affiliate of any Credit
Party maintains any deposit or investment account) into which either (a)
proceeds of Hydrocarbon production from the Oil and Gas Interests included in
the Borrowing Base Properties are deposited or (b) distributions and dividends
on Equity Interests owned by any Credit Party are paid and deposited, in each
case, other than Eligible Accounts.

         

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

         

        Section
6.09.      Mortgages.  From
time to time as requested by the Administrative Agent, 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.

         

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

         

        Section
6.10.      Title
Data.  From time to time as requested by the Administrative
Agent, 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

         

        
          
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      to
verify (a) (i) for the period from the Tenth Amendment Effective Date until
thirty (30) days after the Tenth Amendment Effective Date (or such longer time
as acceptable to Administrative Agent in its sole discretion), such Credit
Party’s title to not less than fifty percent (50%) 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), and (ii) at any time
thereafter, 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), (b) 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 (c) 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 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.

       

      1.11 Production Proceeds and Bank
Accounts.  Section 6.15 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:

       

      Section
6.15.      Production Proceeds and Bank
Accounts.  Within forty-five (45) days after the Tenth
Amendment Effective Date (or such longer time as acceptable to Administrative
Agent in its sole discretion), subject to the terms and conditions of the
Mortgages, each Credit Party shall cause all production proceeds and revenues
attributable to the Oil and Gas Interests of such Credit Party and all
distributions and dividends on any Equity Interests owned by any Credit Party to
be paid and deposited into deposit accounts of such Credit Party maintained with
the Administrative Agent or with other financial institutions acceptable to the
Administrative Agent and cause all such deposit accounts at other financial
institutions (other than deposit and investment accounts the aggregate balance
of which does not exceed $200,000 at any time for all such other deposit and
investment accounts taken as a whole) to be subject to a control agreement in
favor of the Administrative Agent for the benefit of the Secured Parties, in
form and substance reasonably satisfactory to the Administrative Agent (each, an
“Eligible
Account”).

       

      
        
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        1.12 Swap
Agreements.  Section 7.06 of the
Credit Agreement shall be and it hereby is amended in its entirety to read as
follows:

         

        Section
7.06.      Swap
Agreements.  (a) The Borrower will not, nor will it permit any
of its Restricted Subsidiaries to, enter into or maintain any Swap Agreement,
except the Swap Agreements required under Section 6.11 and Swap Agreements
entered into in the ordinary course of business with Approved Counterparties and
not for speculative purposes to:

         

        (i)
hedge or mitigate Crude Oil and Natural Gas price risks to which the Borrower or
any Restricted Subsidiary has actual exposure, provided
that:

         

        (A)
to the extent any such Swap Agreements requires any Credit Party to deliver
money, assets or other security, including letters of credit, against any event
of nonperformance prior to actual default by such Credit Party in the
performance of its obligations thereunder (excluding any such Swap Agreement
with any Lender Counterparty that only requires the delivery of the money,
assets or other security required pursuant to the Loan Documents), the aggregate
value of all money, assets or other security, including the amount drawn or
which could be drawn under any such letters of credit, delivered by the Credit
Parties, taken as a whole, shall not exceed $10,000,000 in the aggregate at any
time, and the term of any transaction entered into after the Effective Date
under any such Swap Agreements requiring such delivery of money, assets or other
security shall not exceed twelve (12) months;

         

        (B)
the aggregate notional volume per month of Crude Oil and Natural Gas, calculated
separately, under all Swap Agreements of the type described in this clause (i)
(including the Swap Agreements required under Section 6.11 but excluding Swap
Agreements that constitute a put agreement or a floor agreement) shall not at
any time exceed eighty percent (80%) of the “forecasted production from proved
producing reserves” (as defined below) of the Borrower and the Restricted
Subsidiaries for any month during the forthcoming four year period (provided that no
violation of this Section 7.06 shall be deemed to occur with respect to any
month for which, as of May 18, 2009, the aggregate notional volume of Crude Oil
and Natural Gas, calculated separately, under all Swap Agreements then in effect
exceeds 80% of the “forecasted production from proved producing reserves” of the
Borrower and the Restricted Subsidiaries for such month); and

         

        (C)
such Swap Agreement (excluding any transaction under a Swap Agreement entered
into after the effective date of such Swap Agreement and related documentation
evidencing any such transaction) is in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders (it being
understood that each Swap Agreement to which the Borrower or any Restricted
Subsidiary is a party as of the

         

        
          
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      Tenth
Amendment Effective Date is satisfactory to the Administrative Agent and the
Required Lenders); and

       

      (ii)
effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of any Credit Party;
provided
that:

       

      (A)
the aggregate notional amount under all Swap Agreements of the type described in
this clause (ii) shall not at any time exceed the amount of Loans then
outstanding; and

       

      (B)
such Swap Agreement (excluding any transaction under a Swap Agreement entered
into after the effective date of such Swap Agreement and related documentation
evidencing any such transaction) is in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders (it being
understood that each Swap Agreement to which the Borrower or any Restricted
Subsidiary is a party as of the Tenth Amendment Effective Date is satisfactory
to the Administrative Agent and the Required Lenders).

       

      (b)  As
used in clause (a)(i)(B), “forecasted production from proved producing reserves”
means the forecasted production of Crude Oil and Natural Gas as reflected in the
most recent Reserve Report delivered to the Administrative Agent pursuant to
Section 6.01, after giving effect to any pro forma adjustments for the
consummation of any Acquisitions or Dispositions of Oil and Gas Interests and
production from new wells completed since the effective date of such Reserve
Report.

       

      (c)  At
any time that the Borrowing Base Usage is greater than seventy-five percent
(75%), the Administrative Agent shall, at the request of all
the  Lenders, require the Borrower and its Restricted Subsidiaries to
enter into and maintain Swap Agreements upon terms, including projected
production volumes, and pursuant to documentation, in form and substance
reasonably satisfactory to the Lenders.

       

      (d)  In
the event any Credit Party amends, modifies, cancels, sells, transfers, assigns,
terminates, or otherwise disposes of any Swap Agreement entered into by any
Credit Party pursuant to this Section 7.06 (other than any disposition occurring
as a result of a scheduled termination of a Swap Agreement or a transaction
under a Swap Agreement in accordance with its terms) on or at any time after the
Eighth Amendment Effective Date (each, a “Swap Modification”),
the Borrower shall promptly, and in any event within three (3) Business Days
thereafter, provide written notice to the Administrative Agent of the terms of
such Swap Modification, setting forth, in reasonable detail, (x) the effect of
such Swap Modification on the aggregate notional amount of Crude Oil and Natural
Gas subject to the Credit Parties’ Swap Agreements and (y) the amount of net
consideration (if any) received by such Credit Party in the form of

       

      
        
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      cash
or Permitted Investments (“Net Cash
Consideration”) as a result of such Swap Modification; provided that no
Swap Modification may be made by any Credit Party without the prior written
consent of the Required Lenders if such Swap Modification, together with all
other Swap Modifications made since the most recent Redetermination Date, has
the effect of reducing the aggregate notional amount of Crude Oil and Natural
Gas subject to the Credit Parties’ Swap Agreements in effect as of the most
recent Redetermination Date by more than five percent (5%); provided, further,
that no Swap Modification may be made by any Credit Party if the aggregate Net
Cash Consideration received by such Credit Party as a result of such Swap
Modification, together with the aggregate Net Cash Consideration received by the
Credit Parties as a result of all other Swap Modifications made since the most
recent Redetermination Date, exceeds two and one-half percent (2.5%) of the
Borrowing Base then in effect unless (1) such Credit Party has received the
prior written consent of the Required Lenders or (2) promptly and in any event
within three (3) Business Days after receipt thereof, the Borrower applies such
excess Net Cash Consideration to prepay the principal amount of the
Loans.

       

      1.13 Notices.  Subclause
(ii) of Section
11.01(a) of the Credit Agreement shall be and it hereby is amended in its
entirety to read as follows:

       

      (ii)           if
to the Administrative Agent or Issuing Bank, to Wells Fargo Bank, N.A., 1700
Lincoln Ave. 3rd Floor,
MAC C7300-035, Denver, Colorado  80203, Telecopy No.: (303)
863-5533, Attention:  Todd
Hackbarth, Syndications Specialist, with a copy to Wells Fargo Bank, N.A., 1000
Louisiana, 9th Floor,
MAC T5002-090, Houston, Texas  77002, Telecopy No.: (713)
319-1925, Attention:  Scott
Hodges, Vice President;

       

      1.14 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.

       

      1.15 Amendment to
Exhibits.  Each of the Exhibits to the Credit Agreement shall
be and they hereby are amended by (a) deleting all references to “Guaranty Bank”
solely in its capacity as Administrative Agent under the Credit Agreement and
substituting in lieu thereof the name “Wells Fargo Bank, N.A.”.

       

      SECTION
2. Resignation
and Appointment of Administrative Agent and Issuing Bank.

       

      2.1 Resignation of Resigning Agent and
Resigning Issuing Bank.

       

      (a)           Pursuant
to ARTICLE X of the Credit Agreement, the Resigning Agent hereby resigns as
Administrative Agent under the Credit Agreement upon the effectiveness of this
Amendment.  Upon the effectiveness of such resignation, the Resigning
Agent shall be discharged from its duties and obligations as Administrative
Agent under the Credit Agreement and the other Loan
Documents.  Notwithstanding such resignation and the assignment
contained in Section
3.1 of this Amendment, the provisions of ARTICLE X and Section 11.03 of the
Credit Agreement shall continue in effect for the benefit of the Resigning Agent
in respect of any action

       

      
        
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      taken or
omitted to be taken by it while it was acting as the Administrative Agent under
the Credit Agreement and the other Loan Documents.

       

      (b)           Pursuant
to Section
2.05(i) of the Credit Agreement, the Resigning Issuing Bank hereby
resigns as Issuing Bank under the Credit Agreement upon the effectiveness of
this Amendment.  Upon the effectiveness of such resignation, the
Resigning Issuing Bank shall be discharged from its duties and obligations as
Issuing Bank under the Credit Agreement and the other Loan Documents with
respect to any Letters of Credit issued on or after the Tenth Amendment
Effective Date.  Notwithstanding such resignation, (i) until such time
as the Specified Letter of Credit (as hereinafter defined) is replaced pursuant
to and in accordance with the terms of clause (d) of this Section 2.1, the
Resigning Issuing Bank shall remain a party to the Credit Agreement and shall
continue to have all the rights and obligations of an Issuing Bank under the
Credit Agreement with respect to the Specified Letter of Credit, and (ii) the
provisions of Section
11.03 of the Credit Agreement shall continue in effect for the benefit of
the Resigning Issuing Bank in respect of any action taken or omitted to be taken
by it while it was acting as the Issuing Bank under the Credit Agreement and the
other Loan Documents.

       

      (c)           The
Resigning Agent, in its capacity as a Lender under the Credit Agreement, shall
continue to have the same rights and powers under the Credit Agreement and any
other Loan Document with respect to its Commitment and its Loans as any other
Lender and may exercise the same notwithstanding its resignation as
Administrative Agent under the Credit Agreement.

       

      (d)           The
Resigning Issuing Bank, the Successor Issuing Bank and the Borrower covenant and
agree to use commercially reasonable efforts to cause the Specified Letter of
Credit to be replaced with a Letter of Credit issued by the Successor Issuing
Bank under the Credit Agreement within thirty (30) days after the Tenth
Amendment Effective Date and until the date the Specified Letter of Credit is
replaced with a Letter of Credit issued by the Successor Issuing Bank, the
Borrower shall pay to the Resigning Issuing Bank all fees, including fronting
fees, owed to the Resigning Issuing Bank pursuant to Section 2.11(b) of
the Credit Agreement with respect to the Specified Letter of Credit when and as
they become due, and in any event, no later than the date the Specified Letter
of Credit is replaced in accordance with this Section
2.1(d).

       

      2.2 Appointment of Successor Agent and
Successor Issuing Bank.

       

      (a)           Pursuant
to ARTICLE X of the Credit Agreement, the Lenders hereby appoint the Successor
Agent as Administrative Agent under the Credit Agreement and the other Loan
Documents.  By its execution hereof, the Successor Agent hereby
accepts such appointment and by its acceptance of such appointment, the
Successor Agent hereby succeeds to and becomes vested with all the rights,
powers, privileges and duties of the Resigning Agent in its capacity as
Administrative Agent under the Credit Agreement.  Notwithstanding the
appointment of the Successor Agent as Administrative Agent, Wells Fargo, in its
capacity as a Lender under the Credit Agreement, shall have the same rights and
powers under the Credit Agreement and any other Loan Document with respect to
its Commitment and its Loans as any other Lender and may exercise the same as
though it were not the Administrative Agent.  In addition, the term
“Lender” or “Lenders” in the Credit Agreement or any other Loan Document shall,
at any time

       

      
        
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      when
Wells Fargo is a Lender, unless the context otherwise indicates, include the
Successor Agent in its individual capacity.

       

      (b)           Pursuant
to Section
2.05(i) of the Credit Agreement, the Borrower and the Successor Agent
hereby appoint the Successor Issuing Bank as Issuing Bank under the Credit
Agreement and the other Loan Documents.  By its execution hereof, the
Successor Issuing Bank hereby accepts such appointment and by its acceptance of
such appointment, the Successor Issuing Bank hereby succeeds to and becomes
vested with all the rights, powers, privileges and duties of the Issuing Bank
under the Credit Agreement with respect to any Letters of Credit issued on or
after the Tenth Amendment Effective Date.

       

      SECTION
3. Assignment

       

      3.1 Resigning Agent
Assignment.  Upon the effectiveness of this Amendment, the
Resigning Agent, solely in its capacity as Administrative Agent under the Credit
Agreement and the other Loan Documents, hereby transfers, assigns, conveys and
delivers, as of the Tenth Amendment Effective Date, to the Successor Agent, for
the benefit of itself and the Secured Parties, all of the Resigning Agent’s,
right, title and interest in, to and under (i) the Credit Agreement and the
other Loan Documents, (ii) any and all collateral granted to the Resigning
Agent, for the benefit of the Secured Parties, under any Loan Document and (iii)
all proceeds of any and all of the foregoing (collectively, the “Assigned Items”);
provided that the Resigning Agent expressly reserves all of its rights and
benefits provided to it under ARTICLE X and Section 11.03 of the
Credit Agreement.  The Assigned Items are being assigned and
transferred by the Resigning Agent to the Successor Agent without recourse and
except as expressly provided in Section 3.2 of this
Amendment, without representation or warranty, express or implied, by the
Resigning Agent.

       

      3.2 Representations
and Warranties.

       

      (a)           The
Resigning Agent represents and warrants to the Successor Agent that (i) the
Resigning Agent is, in all material respects, the owner and holder of the
Assigned Items, (ii) the Assigned Items are, in all material respects, free and
clear of any lien, encumbrance or other adverse claim and (iii) the Resigning
Agent has full right, power and authority to transfer to the Successor Agent all
of the Assigned Items and to execute and deliver this Amendment.

       

      (b)           The
Successor Agent represents and warrants to the Resigning Agent that (i) the
Successor Agent has full right, power and authority to assume the Assigned Items
and to execute and deliver this Amendment and (ii) the Successor Agent has made
an independent decision to enter into this Amendment and to assume the Assigned
Items, without reliance on any representation or warranty by the Resigning
Agent, other than those representations and warranties expressly set forth
herein.

       

      (c)           Each
Credit Party represents and warrants to the Resigning Agent and the Successor
Agent that as of the Tenth Amendment Effective Date, both before and immediately
after giving effect to this Amendment, such Credit Party has no right of setoff,
defense or counterclaim against the enforcement of the Assigned
Items.

       

      
        
          Tenth
Amendment to Credit Agreement - Page 10

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      3.3 UCC Financing
Statements.  The Resigning Agent and each Credit Party hereby
authorizes the Successor Agent to file UCC financing statement amendments and
other assignment documents assigning all of the Resigning Agent’s right, title
and interest in, to and under the Assigned Items to the Successor
Agent.

       

      3.4 Collateral.  The
Resigning Agent shall, at the Credit Parties’ expense, promptly, but in any
event within ten (10) days after the Tenth Amendment Effective Date, deliver to
the Successor Agent all of the collateral in the possession or control of the
Resigning Agent, solely in its capacity as administrative agent for the Lenders
under the Credit Agreement, including, without limitation, any stock and/or
membership certificates (together with stock and/or membership interest powers
with respect thereto) held by the Resigning Agent in connection with the Credit
Agreement and any other Loan Documents.

       

      3.5 Modification of
Mortgages.  Within thirty (30) days after the Tenth Amendment
Effective Date (or such longer time as is acceptable to the Successor Agent in
its sole discretion), the Resigning Agent and each Credit Party agrees to
deliver to the Successor Agent assignments and/or amendments to each of the
Mortgages as shall be reasonably requested by the Successor Agent to evidence
the assignment of the Resigning Agent’s right, title and interest in, to and
under the Mortgages to the Successor Agent, duly executed by the Resigning
Agent, the Successor Agent and the appropriate Credit Parties and in form and
substance reasonably satisfactory to the Successor Agent.  For the
avoidance of doubt, no Credit Party shall be deemed to have breached or violated
this Section 3.5 if such Credit Party shall have delivered to the Successor
Agent the documents required pursuant to this Section 3.5 within the time period
prescribed by this Section 3.5, notwithstanding that the Resigning Agent shall
not have delivered such documents to the Successor Agent within such time
period.

       

      3.6 Insurance
Certificates.  Within thirty (30) days after the Tenth
Amendment Effective Date (or such longer time as is acceptable to the Successor
Agent in its sole discretion), Borrower shall deliver to the Successor Agent (a)
copies of standard insurance certificates issued to Successor Agent evidencing
the insurance coverage required to be maintained by the Credit Parties pursuant
to Section 6.05
of the Credit Agreement and (b) standard endorsements in favor of the Successor
Agent naming the Successor Agent as additional insured with respect to all
liability insurance policies and loss payee with respect to all casualty and
property insurance policies, in the case of each of clauses (a) and (b), in form
and substance reasonably satisfactory to the Successor Agent.

       

      3.7 Further
Assurance.  The Resigning Agent agrees from time to time, at
the Credit Parties’ expense, to do such further acts and things, and to execute
and deliver such additional conveyances, assignments, agreements, instruments
and filings that the Successor Agent may at any time reasonably deem necessary
or desirable to carry out the intent and purposes set forth in Section 2 and Section 3 of this
Amendment.

       

      SECTION
4. Consents.

       

      4.1 Appointment of Wells Fargo as
Successor Agent.  Each Credit Party hereby consents to the
appointment by the Lenders of the Successor Agent as Administrative
Agent

       

      
        
          Tenth
Amendment to Credit Agreement - Page 11

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      under the
Credit Agreement and the other Loan Documents pursuant to Section 2 of this
Amendment.

       

      4.2 Appointment of Wells Fargo as
Successor Issuing Bank.  Each Lender hereby consents to the
appointment by the Borrower and the Successor Agent of the Successor Issuing
Bank as Issuing Bank under the Credit Agreement and the other Loan Documents
pursuant to Section
2 of this Amendment.

       

      4.3 Assignment.  Each
Lender and each Credit Party hereby consents to the assignment of the Assigned
Items by the Resigning Agent to the Successor Agent pursuant to Section 3 of this
Amendment.

       

      SECTION
5. Conditions.  The
amendments to the Credit Agreement contained in Section 1 of this
Amendment, the appointment of a successor administrative agent and successor
issuing bank contained in Section 2 of this
Amendment, the assignment contained in Section 3 of this
Amendment and the consents contained in Section 4 of this
Amendment shall become effective upon the satisfaction of each of the conditions
set forth in this Section 5.

       

      5.1 Execution and
Delivery.  Each Credit Party, the Lenders, the Resigning Agent,
the Resigning Issuing Bank, the Successor Agent and the Successor Issuing Bank
shall have executed and delivered this Amendment.

       

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

       

      5.3 Fees.  Borrower and
Successor Agent shall have executed and delivered a fee letter in connection
with this Amendment, and Borrower shall have paid to the Successor Agent all
fees payable under such fee letter at the time this Amendment becomes
effective.

       

      5.4 Notes.  Borrower
shall have executed and delivered a promissory note to Wells Fargo and a
replacement promissory note to each Lender that has previously requested a
promissory note in accordance with Section 2.08(e) of
the Credit Agreement.

       

      5.5 Assignment.  The
Successor Agent shall have received a duly executed copy of a certain Assignment
and Assumption dated as of the Tenth Amendment Effective Date between Guaranty
Bank, as assignor, and Wells Fargo, as assignee, pursuant to which Guaranty Bank
shall have assigned $50,000,000 of its Commitment to Wells Fargo.

       

      5.6 Fees to Resigning Issuing
Bank.  Borrower shall have paid to the Resigning Issuing Bank
all accrued and unpaid fees, including fronting fees, owed to the Resigning
Issuing Bank pursuant to Section 2.11(b) of
the Credit Agreement (as in effect immediately prior to the effectiveness of
this Amendment).

       

      5.7 Mortgages.  Borrower
shall have executed and delivered to the Successor Agent Mortgages in form and
substance reasonably acceptable to the Successor Agent (each duly authorized and
executed, as applicable) as the Successor Agent shall reasonably deem necessary
or appropriate to comply with Section 6.09 of the
Credit Agreement.

       

      
        
          Tenth
Amendment to Credit Agreement - Page 12

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      5.8 Pledge
Amendments.  The Successor Agent shall have received amendments
to each of the Pledge Agreements as shall be reasonably requested by the
Successor Agent, duly executed by the Successor Agent and the appropriate Credit
Parties and in form and substance reasonably satisfactory to the Successor
Agent.

       

      5.9 Other
Documents.  The Successor Agent, the Resigning Agent and the
Resigning Issuing Bank shall have received such other instruments and documents
incidental and appropriate to the transaction provided for herein as the
Successor Agent, the Resigning Agent, the Resigning Issuing Bank or their
respective special counsel may reasonably request prior to the date hereof, and
all such documents shall be in form and substance reasonably satisfactory to the
Successor Agent, the Resigning Agent or the Resigning Issuing Bank, as
applicable.

       

      SECTION
6. 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:

       

      6.1 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).

       

      6.2 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.

       

      6.3 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.

       

      6.4 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.

       

      6.5 Letters of
Credit.  As of the Tenth Amendment Effective Date, both before
and immediately after giving effect to the consummation of the transactions
contemplated herein,

       

      
        
          Tenth
Amendment to Credit Agreement - Page 13

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      except
for that certain Letter of Credit (including all amendments thereto) more
particularly described on Annex B attached
hereto (the “Specified
Letter of Credit”), there are no outstanding Letters of Credit and the
aggregate LC Exposure of all Lenders is $150,000.00.

       

      SECTION
7. Miscellaneous.

       

      7.1 Reference to and Effect on the Loan
Documents.  Upon the effectiveness of this Amendment, on and
after the date hereof, each reference in the Credit Agreement (including the
schedules and exhibits thereto) and the other Loan Documents to either “JPMorgan
Chase Bank, N.A.”, “JPMorgan Chase Bank, National Association” or “Guaranty
Bank” solely in their respective capacities as Administrative Agent, Collateral
Agent and/or Issuing Bank shall be deemed to refer to “Wells Fargo Bank,
N.A.”.

       

      7.2 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.

       

      7.3 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.

       

      7.4 Legal
Expenses.  Borrower hereby agrees to pay all reasonable fees
and expenses of special counsel to the Successor Agent, the Resigning Agent, the
Resigning Issuing Bank and Guaranty Bank, in its capacity as a Lender, incurred
by such parties in connection with the preparation, negotiation and execution of
this Amendment and all related documents (including, without limitation, all
reasonable out-of-pocket expenses incurred by the Successor Agent or its counsel
in connection with the recording and filing of Mortgages, assignments and/or
amendments to Mortgages and UCC-1 financing statements).

       

      7.5 Further
Assurances.  Each Credit Party covenants and agrees from time
to time, as and when requested by the Successor Agent, the Resigning Agent, the
Resigning Issuing Bank or the Lenders, to execute and deliver or cause to be
executed or delivered, all such documents, instruments and agreements and to
take or cause to be taken such further or other action as the Successor Agent,
the Resigning Agent, the Resigning Issuing Bank or the Lenders, as the case may
be, may reasonably deem necessary or desirable in order to carry out the intent
and purposes of this Amendment.

       

      7.6
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

       

      
        
          Tenth
Amendment to Credit Agreement - Page 14

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      electronic
mail shall be effective as delivery of manually executed counterparts of this
Amendment.

       

      7.7 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.

       

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

       

      7.9 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.

       

      7.10 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.

       

       

      [Remainder
of page intentionally blank]

       

      
        
          Tenth
Amendment to Credit Agreement - Page 15

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      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

       

       

      
        
          Tenth
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

      

       

      
        
          Tenth
Amendment to Credit Agreement

          Signature
Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

        
          CHAMA
PIPELINE HOLDING LLC

        

         

        


         

        
          By: 
/s/ Paul F.
Boling

          Name: 
Paul F. Boling

          Title:
 Vice President

           

           

        

      

       

      
        
          
            PECOS
PIPELINE LLC

          

           

          


           

          
            By:  /s/
Paul F. Boling

            Name: 
Paul F. Boling

            Title:
 Vice President

          

        

         

        
          
            Tenth
Amendment to Credit Agreement

            Signature
Page

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          


           

          SUCCESSOR
AGENT, SUCCESSOR 

          ISSUING
BANK AND LENDER:

           

          WELLS FARGO BANK, N.A., as Successor 

          Agent,
Successor Issuing Bank and as a Lender


           

          By: 
/s/
Scott Hodges

          Name: 
Scott Hodges

          Title:
 Vice President

           

          
            
              Tenth
Amendment to Credit Agreement

              Signature
Page

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
          RESIGNING
AGENT, RESIGNING 

          ISSUING
BANK AND LENDER:

           

          GUARANTY BANK, as
Resigning Agent, 

          Resigning
Issuing Bank and as a Lender

          


           

          By:  /s/
Kelly L. Elmore III

          Name: Kelly
L. Elmore III

          Title: Senior
Vice President

        

         

        
          
            Tenth
Amendment to Credit Agreement

            Signature
Page

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        ROYAL BANK OF
CANADA,

        as
Syndication Agent and as a Lender

        


        


        By: 
/s/ Don
J. McKinnerney

        Name:  Don
J. McKinnerney

        Title:  Authorized
Signatory

         

        
          
            Tenth
Amendment to Credit Agreement

            Signature
Page

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        CAPITAL ONE,
N.A.,

        as a
Co-Documentation Agent and as a Lender


         

        


         

        By:  /s/ Eric
Broussard

        Name: 
Eric Broussard

        Title: 
Senior Vice President

         

        
          
            Tenth
Amendment to Credit Agreement

            Signature
Page

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      UNION BANK, N.A. (f/k/a UNION BANK


      OF CALIFORNIA,
N.A.),

      as a
Co-Documentation Agent and as a Lender

      


      


      By:  /s/ Damien
Meiburger

      Name: Damien
Meiburger

      Title: Senior
Vice President

       

      
        
          Tenth
Amendment to Credit Agreement

          Signature
Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          U.S. BANK NATIONAL
ASSOCIATION,

          as a
Co-Documentation Agent and as a Lender

          


          


          By:  /s/ Heather W.
Kiely

          Name: 
Heather W. Kiely

          Title:
 Vice President

           

          
            
              Tenth
Amendment to Credit Agreement

              Signature
Page

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      CREDIT
SUISSE. CAYMAN ISLANDS 

      BRANCH

      as a
Lender

      


      


      By:  /s/ Vanessa
Gomez

      Name: Vanessa
Gomez

      Title: Director

      


      


      By:  /s/ Mikhail
Faybusovich

      Name: Mikhail
Faybusovich

      Title: Vice
President

       

      
        
          Tenth
Amendment to Credit Agreement

          Signature
Page

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      FORTIS
CAPITAL CORP.,

      as a
Lender

      


      


      By:  /s/ Michele
Jones

      Name: Michele
Jones

      Title: Director

      


      


      By:  /s/ Darrell
Holley

      Name: Darrell
Holley

      Title: Managing
Director

       

      
        
          Tenth
Amendment to Credit Agreement

          Signature
Page