SIXTH SUPPLEMENTAL INDENTURE among CARRIZO OIL & GAS, INC., CCBM, INC., CHAMA PIPELINE HOLDING LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee May 4,2011 TABLE OF CONTENTS
Exhibit 4.1
Execution Version
SIXTH SUPPLEMENTAL INDENTURE
among
CARRIZO OIL & GAS, INC.,
CCBM, INC.,
CHAMA PIPELINE HOLDING LLC
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
May 4, 2011
TABLE OF CONTENTS
ARTICLE ONE RELEASE OF SUBSIDIARY GUARANTORS | 3 | |||||
SECTION 101 | Release of Subsidiary Guarantors. | 3 | ||||
ARTICLE TWO MISCELLANEOUS PROVISIONS | 3 | |||||
SECTION 201 | Integral Part. | 3 | ||||
SECTION 202 | General Definitions. | 3 | ||||
SECTION 203 | Adoption, Ratification and Confirmation. | 3 | ||||
SECTION 204 | Counterparts. | 3 | ||||
SECTION 205 | Governing Law. | 3 | ||||
SECTION 206 | The Trustee | 3 |
1
CARRIZO OIL & GAS, INC.
SIXTH SUPPLEMENTAL INDENTURE
SIXTH SUPPLEMENTAL INDENTURE, dated as of May 4, 2011 (the Sixth Supplemental Indenture), among CCBM, Inc., a Delaware limited liability company (CCBM), Chama Pipeline Holding LLC, a Delaware limited liability company (Chama), Carrizo Oil and Gas, Inc., a Texas corporation (the Company), 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 (including CCBM and Chama) and the Trustee heretofore executed and delivered an Indenture, dated as of May 28, 2008 (the Original Indenture), providing for the issuance from time to time of one or more series of the Companys Securities;
WHEREAS, the Company issued $400,000,000 aggregate principal amount of 8.625% Senior Notes due 2018 pursuant to the Original Indenture, as supplemented by the Fourth Supplemental Indenture (the Fourth Supplemental Indenture) thereto between the Company and the Trustee dated November 2, 2010 (the Original Indenture, as supplemented by the First Supplemental Indenture thereto dated as of May 28, 2008, the Second Supplemental Indenture thereto dated as of May 14, 2009, the Third Supplemental Indenture thereto dated as of October 19, 2009 and the Fourth Supplemental Indenture, the Indenture);
WHEREAS, CCBM and Chama are parties to and Subsidiary Guarantors under the Indenture;
WHEREAS, Section 10.04 of the Indenture permits the release of any Subsidiary Guarantor as a party to the Indenture at such time as such Subsidiary Guarantor ceases both (i) to guarantee any other Indebtedness of the Company and any Indebtedness of any other Restricted Subsidiary (except as a result of payment under any such other guarantee) and (ii) to be an obligor with respect to any Indebtedness under any Credit Facility; and
WHEREAS, CCBM and Chama (i) no longer guarantee any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary and (ii) are no longer obligors with respect to any Indebtedness under any Credit Facility, CCBM, Chama and the Company propose, pursuant to Section 10.04 of the Indenture, to amend and supplement the Indenture to release CCBM and Chama as Subsidiary Guarantors thereunder;
NOW, THEREFORE:
In consideration of the premises provided for herein, CCBM, Chama, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Securities as follows:
2
ARTICLE ONE
RELEASE OF SUBSIDIARY GUARANTORS
SECTION 101 Release of Subsidiary Guarantors.
Effective as of May 4, 2011, the parties agree that CCBM and Chama shall be released as parties to and as Subsidiary Guarantors under the Indenture and that CCBM and Chama shall have no further obligations or liabilities under the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 201 Integral Part.
This Sixth Supplemental Indenture constitutes an integral part of the Indenture.
SECTION 202 General Definitions.
For all purposes of this Sixth 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 Sixth Supplemental Indenture.
SECTION 203 Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 204 Counterparts.
This Sixth 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 205 Governing Law.
THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 206 The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of
3
the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by CCBM, Chama and the Company.
[Remainder of Page Intentionally Left Blank]
4
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the day and year first written above.
CCBM, INC. | ||||
By: | /s/ Paul F. Boling | |||
Name: | Paul F. Boling | |||
Title: | Vice President | |||
CHAMA PIPELINE HOLDING LLC | ||||
By: | /s/ Paul F. Boling | |||
Name: | Paul F. Boling | |||
Title: | Vice President | |||
CARRIZO OIL & GAS, INC. | ||||
By: | /s/ Paul F. Boling | |||
Name: | Paul F. Boling | |||
Title: | Vice President, Chief Financial Officer, Secretary and Treasurer | |||
WELLS FARGO BANK, NATIONAL ASSOCIATION, | ||||
By: | /s/ Patrick T. Giordano | |||
Name: | Patrick T. Giordano | |||
Title: | Vice President |
5