exh1040.htm


 



TWELFTH AMENDMENT TO CREDIT AGREEMENT


 


TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 5, 2010, 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 each of the Lenders, 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 Additional Definitions.  The following definition shall be and it hereby is added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:


 


“Twelfth Amendment Effective Date” means May 5, 2010.


 


1.2 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 Twelfth Amendment Effective Date, $375,000,000 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 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.


 




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1.3 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 $375,000,000 and the Monthly Reduction is $0.00, and such redetermined Borrowing Base and Monthly Reduction shall remain in effect until the earlier of (i) the next Redetermination of the Borrowing Base and (ii) the date such Borrowing Base is otherwise reduced pursuant to the terms of this Agreement.


 


SECTION 3. Increase of Commitments.  One or more of the Lenders has agreed to increase its Commitment under the Credit Agreement to the amount set forth opposite its name on Schedule 2.01 to this Amendment (each, an “Increasing Lender”).  The Administrative Agent and the Borrower hereby consent to the increase of each Increasing Lender’s Commitment.  On the Twelfth Amendment Effective Date and after giving effect to the 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 hereby consents to the Applicable Percentages and Commitments set forth on Schedule 2.01 to this Amendment.


 


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


 




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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.


 


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.


 




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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.


 


[Signature Page Follows]


 




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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	 
	 	 	 	 







 


 




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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 	 
	 	 	 	 







 








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CHAMA PIPELINE HOLDING LLC



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







 










 




	 	



BANDELIER PIPELINE HOLDING, LLC



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







 









 




	 	



MESCALERO PIPELINE, LLC



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







 


 




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WELLS FARGO BANK, N.A., as


Administrative Agent, Issuing Bank and as a


Lender

	 
	 	 	 	 
	 	By:	/s/Andy Watson	 
	 	Name: 	Andy Watson	 
	 	Title:	Vice President 	 
	 	 	 









 








 




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ROYAL BANK OF CANADA,


as a Co-Syndication Agent and as a Lender





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









 




 




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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (f/k/a 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









 








  









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CAPITAL ONE, N.A.,


as Documentation Agent and as a Lender







	 
	 	 	 	 
	 	By:	/s/Paul D. Hein	 
	 	Name: 	Paul D. Hein	 
	 	Title:	Vice President	 
	 	 	 









 




 


 




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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	 
	 	 	 









 


 




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U.S. BANK NATIONAL ASSOCIATION,




as a Lender









	 
	 	 	 	 
	 	By:	/s/John C. Lozano	 
	 	Name: 	John C. Lozano	 
	 	Title:	Vice President	 
	 	 	 









 


 




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CREDIT SUISSE AG, CAYMAN ISLANDS 


BRANCH,


as a Lender









	 
	 	 	 	 
	 	By: 	/s/Mikhail Faybusovich	 
	 	Name: 	Mikhail Faybusovich	 
	 	Title:	Vice President	 
	 	 	 
	 	By:	/s/Vipul Dhadda
	 	Name:	Sharada Manne
	 	Title: 	Associate









 










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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	 
	 	 	 









 


 




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FORTIS CAPITAL CORP.,


as a Lender













	 
	 	 	 	 
	 	By:	/s/Betsy Jocher	 
	 	Name: 	Betsy Jocher	 
	 	Title:	Director	 
	 	 	 
	 	By:	/s/Greg Smothers
	 	Name:	Greg Smothers
	 	Title: 	Director









 


 




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COMPASS BANK, as a Lender















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









 








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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%

	
$61,071,428.59


	
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%

	
$50,892,857.14














  

1  As of the Twelfth 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.


 


 




Twelfth Amendment to Credit Agreement


Schedule 2.01


  





  











  






 




	
Credit Agricole Corporate and Investment Bank


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%

	
$50,892,857.14


	
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%

	
$50,892,857.14


	
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%

	
$39,187,500.00


	
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%

	
$30,535,714.28









 




Twelfth Amendment to Credit Agreement


Schedule 2.01


  





  











  




 




	
Credit Suisse AG, Cayman Islands Branch


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 AG, Cayman Islands Branch


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%

	
$29,383,928.59


	
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

	
6.66666667%

	
$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%

	
$21,428,571.42







 


 




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Schedule 2.01


  





  











  




 




	
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

	
4.19047619%

	
$15,714,285.70


	
TOTAL

	  	
100.0000000%

	
$375,000,000.00







 




 




Twelfth Amendment to Credit Agreement


Schedule 2.01