TWELFTH SUPPLEMENTAL INDENTURE CARRIZO OIL & GAS, INC., the Subsidiary Guarantors named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 8.625% Senior Notes due 2018 November 6, 2012 TABLE OF CONTENTS ARTICLE ONE GUARANTEE2 SECTION 101 Guarantee2 ARTICLE TWO MISCELLANEOUS PROVISIONS2 SECTION 201 Integral Part2 SECTION 202 General Definitions2 SECTION 203 Adoption, Ratification and Confirmation2 SECTION 204 The Trustee2 SECTION 205 Counterparts2 SECTION 206 Governing Law3

EX-4.2 3 crzoexhibit423q2012.htm TWELFTH SUPPLEMENTAL INDENTURE CRZO Exhibit 4.2 3Q2012
        

Exhibit 4.2




TWELFTH SUPPLEMENTAL INDENTURE
CARRIZO OIL & GAS, INC.,
the Subsidiary Guarantors named herein
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
            
8.625% Senior Notes due 2018
            
November 6, 2012






        

TABLE OF CONTENTS
ARTICLE ONE GUARANTEE
2

 
 
   SECTION 101 Guarantee
2

 
 
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
3

 
 






i

        

CARRIZO OIL & GAS, INC.
TWELFTH SUPPLEMENTAL INDENTURE
THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of November 6, 2012 is among Carrizo Oil and Gas, Inc., a Texas corporation (the “Company”), Carrizo (Utica) 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, a Fourth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of November 2, 2010, a Sixth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 4, 2011, an Eighth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of August 5, 2011, and an Officers’ Certificate of the Company dated as of November 17, 2011, the “Indenture”), providing for the issuance of the Company’s 8.625% Senior Notes due 2018 (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:

1

        

ARTICLE ONE
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.
ARTICLE TWO
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.

2

        

SECTION 206        Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



3

        

IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly executed as of the day and year first written above.
CARRIZO OIL & GAS, INC.


By:    /s/ Paul F. Boling        
    Paul F. Boling
    Vice President, Chief Financial
Officer, Secretary and Treasurer
 
GUARANTEEING SUBSIDIARY:

CARRIZO (UTICA) LLC
By:    /s/ Paul F. Boling        
    Paul F. Boling
Vice President


EXISTING SUBSIDIARY GUARANTORS

BANDELIER PIPELINE HOLDING, LLC

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


CARRIZO (EAGLE FORD) LLC
By:    /s/ Paul F. Boling        
    Paul F. Boling
    Vice President


CARRIZO (MARCELLUS) LLC

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



Signature Page - Twelfth Supplemental Indenture

        

CARRIZO (MARCELLUS) WV LLC

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


CARRIZO (NIOBRARA) LLC
By:    /s/ Paul F. Boling        
    Paul F. Boling
    Vice President


CARRIZO MARCELLUS HOLDING INC.

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


CLLR, INC.

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


HONDO PIPELINE, INC.

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


MESCALERO PIPELINE, LLC

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



Signature Page - Twelfth Supplemental Indenture

        

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


By:    /s/ Patrick T. Giordano    
    Patrick T. Giordano
    Vice President

Signature Page - Twelfth Supplemental Indenture