EIGHTEENTH SUPPLEMENTAL INDENTURE CARRIZO OIL & GAS, INC., the Subsidiary Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 6.25% Senior Notes due 2023 May 20, 2015 TABLE OF CONTENTS
EX-4.2 3 exhibit42eighteenthsupplem.htm EXHIBIT 4.2 - EIGHTEENTH SUPPLEMENTAL INDENTURE Exhibit 4.2 Eighteenth Supplemental Indenture
Exhibit 4.2
EIGHTEENTH SUPPLEMENTAL INDENTURE
CARRIZO OIL & GAS, INC.,
the Subsidiary Guarantors named herein
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
6.25% Senior Notes due 2023
May 20, 2015
TABLE OF CONTENTS
ARTICLE ONE GUARANTEE 1
SECTION 101 Guarantee. 1
ARTICLE TWO MISCELLANEOUS PROVISIONS 2
SECTION 201 Integral Part. 2
SECTION 202 General Definitions. 2
SECTION 203 Adoption, Ratification and Confirmation. 2
SECTION 204 The Trustee. 2
SECTION 205 Counterparts. 2
SECTION 206 Governing Law. 2
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CARRIZO OIL & GAS, INC.
EIGHTEENTH SUPPLEMENTAL INDENTURE
THIS EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of May 20, 2015 is among Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), Carrizo (Permian) LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Guaranteeing Subsidiary”), the existing Subsidiary Guarantors (as defined in the Indenture referred to below) and Wells Fargo Bank, National Association (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Company, certain of its Subsidiaries and the Trustee heretofore executed and delivered an Indenture, dated as of May 28, 2008 (as amended and supplemented by a Second Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 14, 2009, a Third Supplemental Indenture among the Company, one of its Subsidiaries, and the Trustee, dated as of October 19, 2009, and a Sixteenth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of April 28, 2015, the “Indenture”), providing for the issuance of the Company’s 6.25% Senior Notes due 2023 (the “Senior Notes”) and Guarantees of the Senior Notes by certain of the Company’s Subsidiaries;
WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances a Restricted Subsidiary of the Company that is not already a Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor; and
WHEREAS, the Company, pursuant to the terms and provisions of the Indenture, proposes in and by this Supplemental Indenture to supplement and amend the Indenture insofar as it will apply only to the Senior Notes in certain respects;
NOW, THEREFORE:
To comply with the provisions of the Indenture and in consideration of the premises provided for herein, the Guaranteeing Subsidiary, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Senior Notes as follows:
ARTICLE ONE
GUARANTEE
GUARANTEE
SECTION 101 Guarantee.
The Guaranteeing Subsidiary hereby agrees by execution of this Supplemental Indenture, with respect to the Senior Notes, to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor to the extent provided for in Article X of the Indenture.
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ARTICLE TWO
MISCELLANEOUS PROVISIONS
MISCELLANEOUS PROVISIONS
SECTION 201 Integral Part.
This Supplemental Indenture constitutes an integral part of the Indenture.
SECTION 202 General Definitions.
For all purposes of this Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; and
(b) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture.
SECTION 203 Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 204 The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors named herein.
SECTION 205 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.
SECTION 206 Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Eighteenth Supplemental Indenture to be duly executed as of the day and year first written above.
CARRIZO OIL & GAS, INC.
By: /s/ David L. Pitts
By: /s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
Vice President and Chief Financial Officer
GUARANTEEING SUBSIDIARY
CARRIZO (PERMIAN) LLC
By: /s/ David L. Pitts
David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
EXISTING SUBSIDIARY GUARANTORS
BANDELIER PIPELINE HOLDING, LLC
CARRIZO (EAGLE FORD) LLC
CARRIZO (MARCELLUS) LLC
CARRIZO (MARCELLUS) WV LLC
CARRIZO (NIOBRARA) LLC
CARRIZO (MARCELLUS) WV LLC
CARRIZO (NIOBRARA) LLC
CARRIZO (UTICA) LLC
CARRIZO MARCELLUS HOLDING INC.
CLLR, INC.
HONDO PIPELINE, INC.
MESCALERO PIPELINE, LLC
CARRIZO MARCELLUS HOLDING INC.
CLLR, INC.
HONDO PIPELINE, INC.
MESCALERO PIPELINE, LLC
By: /s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
David L. Pitts
Vice President and Chief Financial Officer
Signature Page - Eighteenth Supplemental Indenture
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By: /s/ John C. Stohlmann
John C. Stohlmann
Vice President
By: /s/ John C. Stohlmann
John C. Stohlmann
Vice President
Signature Page - Eighteenth Supplemental Indenture