Seventh Amendment dated October 29, 2008 to Credit Agreement dated May 25, 2006 among Carrizo Oil & Gas, Inc., as Borrower, Certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as resigning administrative agent and as resigning issuing bank, and Guaranty Bank, as successor administrative agent and as successor issuing bank

 

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Houston, Texas  are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

 

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, 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; provided that no Lender’s Commitment shall exceed such Lender’s Applicable Percentage of the lesser of (x) the Maximum Facility Amount and (y) the Borrowing Base then in effect.  The initial amount of each Lender’s Commitment (which amount is such Lender’s Applicable Percentage of the Aggregate Commitment) is set forth in Schedule 2.01, or in the Assignment and Assumption or Lender Certificate pursuant to which such Lender shall have assumed or agreed to provide its Commitment, as applicable.

 

“Conforming Date” means January 1, 2010.

 

“Consolidated EBITDAX” means the Borrower’s consolidated earnings determined in accordance with GAAP (excluding earnings of Unrestricted Subsidiaries) before interest expense, income taxes, depreciation, amortization, depletion, oil and gas asset impairment write downs, lease impairment expense, gains and losses from the sale of capital assets, and other non-cash charges.  For purposes of calculating Consolidated EBITDAX, Consolidated EBITDAX shall not include (a) the non-cash effects of (i) the early extinguishment of long-term debt, (ii) CCBM’s equity investment in Pinnacle and (iii) any stock option re-pricing expenses, (b) the income (or deficit) of any Person that is not a Subsidiary in which the Borrower or any of its Restricted Subsidiaries has an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Restricted Subsidiaries, (c) the income (or deficit) of any Restricted Subsidiary in which any other Person (other than the Borrower or any of its Restricted Subsidiaries) has an Equity Interest, except to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not prohibited by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary, and (d) any portion of the

 

 

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans or any participation in any Letter of Credit required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has notified the Borrower, the Administrative Agent, the Issuing Bank or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement, (c) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (d) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

 

“Issuing Bank” means Guaranty Bank, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as 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.

 

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered to major banks in the London interbank market in London, England by leading banks in the London interbank market selected by the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

 

“Maturity Date” means October 29, 2012.

 

“Maximum Facility Amount” means $500,000,000.

 

 

“Obligations” means (a) all obligations of every nature of the Borrower and the other Credit Parties from time to time owed to the Administrative Agent, the Issuing Bank, the Lenders or any of them and the Lender Counterparties under any Loan Document or Swap Agreement (including, with respect to any Swap Agreement, obligations owed under any Swap Agreement to any Person that was a Lender Counterparty at the time such Swap Agreement was entered into), whether for principal, interest, reimbursement of amounts drawn under any Letter of Credit, payments for early termination of Swap Agreements, funding indemnification amounts, fees, expenses, indemnification or otherwise and (b) Cash Management Obligations.

 

“Prime Rate” means the rate of interest per annum publicly announced from time to time by Guaranty Bank 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.

 

“Redetermination Date” means (a) with respect to any Scheduled Redetermination, each March 31 and September 30 of each year, commencing March 31, 2009, and (b) with respect to any Special Redetermination (other than the Special Redetermination set forth in the following clause (c)), the first day of the first month which is not less than twenty (20) Business Days following the date of a request for a Special Redetermination and (c) with respect to any Redetermination pursuant to Section 7.04, the date notice of such Redetermination is delivered to the Borrower pursuant to Section 3.06.

 

“Secured Parties” means the holders from time to time of the Obligations, and “Secured Party” means any of them.

 

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal time deposits in dollars over $100,000 with maturities approximately equal to three months and (b) with respect to the Adjusted LIBO Rate or the Adjusted Daily LIBO Rate, for Eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to such Regulation D.  Eurodollar Loans shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

 

 

1.5    Increases in the Aggregate Commitment.  The Credit Agreement shall be and it hereby is amended by adding a new Section 2.02A immediately after Section 2.02 to read as follows:

 

Section 2.02A Increases in the Aggregate Commitment.  So long as no Default has occurred and is continuing or would arise as a result thereof, it is agreed by the parties hereto that one or more financial institutions acceptable to the Borrower and the Administrative Agent may become a Lender under this Agreement or a Lender may increase its Commitment, in each case, with the consent of the Administrative Agent and by executing and delivering to the Borrower and the Administrative Agent a certificate substantially in the form of Exhibit E hereto (a “Lender Certificate”).  No Lender shall have any obligation to increase its Commitment hereunder in connection with any increase in the Aggregate Commitment pursuant to this Section 2.02A.  Upon receipt and agreement by the Borrower and the Administrative Agent of any such Lender Certificate, (a) the Aggregate Commitment automatically, without further action by the Borrower, the Administrative Agent or any Lender, shall be increased by the amount indicated in such Lender Certificate on the effective date set forth in such Lender Certificate (the amount of such increase, the “Commitment Increase Amount”); provided that (a) the Commitment Increase Amount together with the existing Aggregate Commitment does not, in the aggregate, exceed the lesser of (i) the Maximum Facility Amount and (ii) the Borrowing Base then in effect, (b) the Register shall be amended to add the Commitment of such additional Lender or to reflect the increase in the Commitment of an existing Lender, and the Applicable Percentages of the Lenders shall be adjusted accordingly to reflect the additional Lender or the increase in the Commitment of an existing Lender, (c) any such additional Lender shall be deemed to be a party in all respects to this Agreement and any other Loan Document to which the Lenders are a party, (d) upon the effective date set forth in such Lender Certificate, any such Lender party to the Lender Certificate shall purchase a pro rata portion of the outstanding Credit Exposure of each of the existing Lenders such that the Lenders (including any additional Lender, if applicable) shall have the appropriate portion of the Aggregate Credit Exposure (based in each case on such Lender’s Applicable Percentage, as revised pursuant to this Section), and (e) the Borrower shall have paid to the Administrative Agent, for the benefit of any additional Lender and any existing Lender increasing its Commitment, any and all fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

 

1.6    Letters of Credit.  Clause (b) of Section 2.05 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

(b)           Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the

 

 

 

1.7    Letters of Credit.  Clause (j) of Section 2.05 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

 

 

(ii)           If any Letter of Credit is outstanding at the time any Lender is a Defaulting Lender, upon the written request of the Issuing Bank demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall promptly, and in any event within one (1) Business Day after receipt of such written request, cash collateralize such Defaulting Lender’s portion of the total LC Exposure at such time by depositing in

 

 

 

(iii)           If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 66-2/3% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in the Cash Collateral Account an amount in cash equal to the total LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of ARTICLE IX.

 

(iv)           Deposits in the Cash Collateral Account made pursuant to the foregoing paragraphs (i), (ii) and (iii) shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement.  The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Cash Collateral Account.  Other than any interest earned on the investment of such deposits and interest at the rate per annum in effect for accounts of the same type maintained with the Administrative Agent at such time, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure  representing 66-2/3% or more of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement.

 

(v)           If the Borrower is required to provide an amount of cash collateral pursuant to paragraphs (i), (ii) or (iii) above, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after (x) in the case of cash collateral provided pursuant to paragraphs (i) or (ii) above, the applicable Defaulting Lender is no longer a Defaulting Lender and (y) in the case of cash collateral

 

 

 

1.8    Fees.  Clauses (b) and (c) of Section 2.11 of the Credit Agreement shall be and they hereby are amended in their respective entireties to read as follows:

 

(b)           The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at a rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Seventh Amendment Effective Date to but excluding the later of the date of termination of the Aggregate Commitment and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.  Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Effective Date (or in the case of the fronting fee, the first such date to occur after the Seventh Amendment Effective Date); provided that all such fees shall be payable on the date on which the Aggregate Commitment terminates and any such fees accruing after the date on which the Aggregate Commitment terminates shall be payable on demand.  Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand.  All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

 

 

1.9    Interest.  Clause (a) of Section 2.12 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

 

 

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

 

 

 

 

 

1.11    Reserve Report; Proposed Borrowing Base; Conforming Borrowing Base.  Section 3.01 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

Section 3.01.  Reserve Report; Proposed Borrowing Base; Conforming Borrowing Base.  During the period from the Seventh Amendment Effective Date until the first Redetermination after the Seventh Amendment Effective Date, the Borrowing Base shall be $250,000,000 and the Conforming Borrowing Base shall be $215,000,000.  As soon as available and in any event by February 28 and August 31 of each year, beginning February 28, 2009, the Borrower shall deliver to the Administrative Agent and each Lender a Reserve Report, prepared as of the immediately preceding December 31 and June 30, respectively, in form and substance reasonably satisfactory to the Administrative Agent and prepared by an Approved Petroleum Engineer (or, in the case of any Reserve Report other than the Reserve Report due on February 28 of each year, by petroleum engineers employed by the Borrower or its Subsidiaries) together with such other information, reports and data concerning the value of the Borrowing Base Properties as the Administrative Agent shall deem reasonably necessary to determine the value of such Borrowing Base Properties.  Simultaneously with the delivery to the Administrative Agent and the Lenders of each Reserve Report, the Borrower shall submit to the Administrative Agent and each Lender the Borrower’s requested amount of the Borrowing Base as of the next Redetermination Date.  Promptly after the receipt by the Administrative Agent of such Reserve Report and Borrower’s requested amount for the Borrowing Base, the Administrative Agent shall submit to the Lenders a recommended amount of the Borrowing Base and, with respect to any Redetermination prior to the Conforming Date, the Conforming Borrowing Base as of the next Redetermination Date; provided that no Redetermination of the Conforming Borrowing Base shall be required after the Conforming Date.

 

 

1.12    Capitalization.  Section 4.13 of the Credit Agreement shall be and it hereby is amended by deleting the phrase “Effective Date” located therein and substituting in lieu thereof the phrase “Seventh Amendment Effective Date”.

 

1.13    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 sixty (60) days after the Seventh 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 (x) deposit or investment accounts maintained with the Administrative Agent or (y) deposit or investment accounts maintained with other financial institutions acceptable to the Administrative Agent with respect to which 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, has been executed and delivered.

 

1.14    Financial Statements; Other Information.  Clause (e) of Section 6.01 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

 

1.15    Notice of Material Events.  The lead-in sentence to Section 6.02 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

Section 6.02  Notices of Material Events.  The Borrower shall promptly notify the Administrative Agent in writing of each of the following (and the Administrative Agent shall promptly notify each Lender of the occurrence thereof):

 

1.16    Restricted Subsidiaries.  Section 6.13 of the Credit Agreement shall be and it hereby is amended by deleting the phrase “Effective Date” located in clause (a) therein and substituting in lieu thereof the phrase “Seventh Amendment Effective Date”.

 

1.17    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 sixty (60) days after the Seventh 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 such 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”).

 

1.18    Liens.  Section 7.02 of the Credit Agreement shall be and it hereby is amended by (a) deleting the “and” at the end of clause (g) thereof, (b) deleting the period at the end of clause (h) thereof and substituting in lieu thereof the phrase “; and” and (c) adding a new clause (i) to the end thereof to read as follows:

 

 

1.19    Dispositions.  Clause (b) of Section 7.04 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

 

1.20    Dispositions.  Clause (c) of Section 7.04 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

 

 

1.21    Dispositions.  Clause (g) of Section 7.04 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

 

1.22    Investments, Loans, Advances, Guarantees and Acquisitions.  Clause (p) of Section 7.05 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

(p)           investments in an aggregate amount not to exceed $15,000,000 at any time outstanding made at any time prior to July 1, 2009 from the cash proceeds of the equity issuance made by Borrower on or about February 15, 2008; provided that, with respect to each investment made pursuant to this clause (p), (i) at the time such investment is made, no Default or Event of Default shall have occurred and be continuing or be caused by such investment and (ii) before and immediately after giving effect to such investment, Borrowing Base Usage (calculated by using the Borrowing Base rather than the Conforming Borrowing Base, at any time prior to the Conforming Date) is not greater than 75%;

 

1.23    Investments, Loans, Advances, Guarantees and Acquisitions.  Clause (q) of Section 7.05 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

(q)           any other investments in any Person in an aggregate amount not to exceed $60,000,000 at any time outstanding for all such investments; provided that, with respect to each investment made pursuant to this clause (q), (i) immediately after giving effect to such investment, the total outstanding amount of investments made pursuant to this clause (q) with the proceeds of Loans shall not exceed $50,000,000, (ii) at the time such investment is made, no Default or Event of Default shall have occurred and be continuing or be caused by such investment

 

 

 

 

1.24    Investments, Loans, Advances, Guarantees and Acquisitions.  Section 7.05 of the Credit Agreement shall be and it hereby is amended by adding a new clause (r) immediately following clause (q) to read as follows:

 

 

1.25    Restricted Payments.  Section 7.07 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

Section 7.07.  Restricted Payments.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) any Restricted Subsidiary may make Restricted Payments to the Borrower or any Guarantor, (c) the Borrower may make cash payments in lieu of issuing fractional shares in an aggregate amount not exceeding $200,000 during the term of this Agreement, (d) the Borrower may declare and pay distributions effecting “poison pill” rights plans provided that any securities or rights so distributed have a nominal fair market value at the time of declaration, (e) the Borrower may make any mandatory or optional cash payments or deliveries of the Borrower’s capital stock, or any combination thereof, in settlement of its obligations under any Convertible Notes Documents upon the conversion or required repurchase of any Convertible Notes thereunder, and (f) the Borrower may make repurchases, redemptions or other acquisitions or retirements for value of its Equity Interests (i) deemed to occur upon the exercise of stock options or other rights to acquire Equity Interests of Borrower if such Equity Interests represent a portion of the exercise or exchange price thereof or (ii) to the extent of any withholding tax liability incurred as a result of any exercise, vesting, grant or exchange of Equity Interests of Borrower issued under any incentive plan adopted by the holders of its Equity Interests, in accordance with such incentive plan; provided that (A) at the time of such repurchase, redemption or other acquisition or retirement for value, no Default or Event of Default has occurred and is continuing or would be caused by such Restricted Payment and (B) such withholding tax is remitted to the appropriate governmental authority within thirty (30) days after such repurchase, redemption or other acquisition or retirement for value.

 

 

1.26    Transactions with Affiliates.  Section 7.08 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

 

1.27    Restrictive Agreements.  Section 7.09 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

Section 7.09.  Restrictive Agreements.  The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets (other than property or assets consisting of (1) Equity Interests in any Unrestricted Subsidiary, (2) Equity Interests of joint ventures permitted under Section 7.05(o), 7.05(p) or 7.05(q), (3) investments permitted under Section 7.05(j) if such restriction or conditions apply only to the property or assets that are the subject of such investment and (4) unless the value of such Equity Interests are included in the determination of the Borrowing Base, Equity Interests in Pinnacle permitted under Section 7.05(l), and (5) profit interests in Avista JV Partner permitted under Section 7.05(r)), or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any Restricted Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply

 

 

1.28    Leverage Ratio.  Section 7.12 of the Credit Agreement shall be and it hereby is amended in its entirety to read as follows:

 

Section 7.12.  Financial Covenants.

 

(a)           Consolidated Current Ratio.  The Borrower will not permit the Consolidated Current Ratio to be less than 1.00 to 1.00 at any time.  For purposes of determining the Borrower’s compliance with this Section 7.12(a), the Borrower’s options to acquire mineral interests and leases under agency agreements (x) with independent third parties that are not Affiliates or Subsidiaries of any Credit Party or (y) in connection with the Marcellus Joint Venture will be excluded from the calculation of Consolidated Current Liabilities.

 

(b)           Leverage Ratio.  The Borrower will not permit the ratio, determined as of the end of any fiscal quarter ending on or after September 30, 2008, of (A) Total Net Debt as of the end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing four fiscal quarter period ending on such date, to be greater than 4.00 to 1.00.  For purposes of determining the Borrower’s compliance with this Section 7.12(b), Consolidated EBITDAX shall not include the net revenue attributable to any assets that are subject to a Lien granted to secure Non-Recourse Debt.

 

1.29    Marcellus JV Documents.  Article VII of the Credit Agreement shall be and it hereby is amended by adding a new Section 7.16 to the end thereof to read as follows:

 

 

Section 7.16.  Marcellus JV Documents.  Without the Administrative Agent’s prior written consent, the Borrower will not, nor will it permit any Restricted Subsidiary to, enter into or permit any supplement, modification or amendment of, or waive any right or obligation of any Person under, any Marcellus JV Document if the effect thereof would be materially adverse to the Administrative Agent and/or the Lenders.

 

1.30    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:

 

 

1.31    Waivers; Amendments.  Section 11.02 of the Credit Agreement shall be and it hereby is amended by adding a new clause (c) to the end thereof to read as follows:

 

 

1.32    Governing Law; Jurisdiction; Consent to Service of Process.  Clause (b) of Section 11.09 shall be and it hereby is amended in its entirety to read as follows:

 

 

 

1.33    Marshaling; Payments Set Aside.  Article XI of the Credit Agreement shall be and it hereby is amended by adding a new Section 11.15 to the end thereof to read as follows:

 

Section 11.15  Marshaling; Payments Set Aside.  Neither Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations.  To the extent that any Credit Party makes a payment or payments to Administrative Agent or any Lender, or Administrative Agent or any Lender enforces any security interests or exercises their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be reinstated and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

 

 

 

 

 

 

 

 

SECTION 3.  Resignation and Appointment of Administrative Agent and Issuing Bank.

 

3.1    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 4.1 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 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.  Notwithstanding such resignation, 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.

 

 

3.2    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, Guaranty Bank, as a Lender, 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 when Guaranty Bank 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 Seventh Amendment Effective Date.

 

SECTION 4.  Assignment

 

4.1    Resigning Agent Assignment.  Upon the effectiveness of this Amendment, the Resigning Agent, solely in its capacity as Administrative Agent under the Credit Agreement, hereby transfers, assigns, conveys and delivers, as of the Seventh 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 4.2 of this Amendment, without representation or warranty, express or implied, by the Resigning Agent.

 

4.2    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 Seventh 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.

 

4.3    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.

 

4.4    Collateral.  The Resigning Agent shall, at the Credit Parties’ expense, promptly, but in any event within ten (10) Business Days after the Seventh 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 certificates (together with stock powers with respect thereto) held by the Resigning Agent in connection with the Credit Agreement and any other Loan Documents.

 

4.5    Modification of Mortgages.  Within thirty (30) days after the Seventh 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.

 

4.6    Insurance Certificates.  Within thirty (30) days after the Seventh 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.

 

4.7    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 3 and Section 4 of this Amendment.

 

 

5.1    Appointment of Guaranty Bank as Successor Agent.  Each Credit Party hereby consents to the appointment by the Lenders of the Successor Agent as Administrative Agent under the Credit Agreement and the other Loan Documents pursuant to Section 3 of this Amendment.

 

5.2    Appointment of Guaranty Bank 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 3 of this Amendment.

 

5.3    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 4 of this Amendment.

 

5.4    Termination of JPMorgan Swap Agreements.  Each Lender hereby consents to the termination, cancellation or novation of each of the JPMorgan Swap Agreements (as defined below).

 

SECTION 6.  Limited Waiver.  The Successor Agent and the Lenders, on a one-time basis only and upon the satisfaction of the conditions precedent listed in Section 7 hereof, hereby waive the Specified Event of Default.  Notwithstanding the foregoing, the execution of this Amendment shall not be deemed to be (x) except with respect to the Specified Event of Default, a waiver of, or consent by the Successor Agent, the Resigning Agent or any Lender to, any Default or Event of Default which may exist or hereafter occur under the Credit Agreement or any other Loan Document, (y) a waiver of any Credit Party’s obligations under the Credit Agreement or any other Loan Document, or (z) a waiver of any rights, remedies, offsets, claims, or other causes of action that the Successor Agent, the Resigning Agent, the Resigning Issuing Bank or any Lender may have against any Credit Party under the Credit Agreement and the other Loan Documents, all of which rights the Successor Agent, the Resigning Agent, the Resigning Issuing Bank and the Lenders specifically reserve.

 

SECTION 7.  Conditions.  The amendments to the Credit Agreement contained in Section 1 of this Amendment, the assignment and reallocations contained in Section 2 of this Amendment, the appointment of a successor administrative agent and successor issuing bank contained in Section 3 of this Amendment, the assignment contained in Section 4 of this Amendment, the consents contained in Section 5 of this Amendment and the limited waiver contained in Section 6 of this Amendment shall become effective upon the satisfaction of each of the conditions set forth in this Section 7.

 

7.1    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.

 

 

7.2    No Default.  After giving effect to the limited waiver contained in Section 6 of this Amendment, no Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment.

 

7.3    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, for the benefit of the Lenders (including the New Lenders), all fees payable under such fee letter at the time this Amendment becomes effective.

 

7.4    Notes.  Borrower shall have executed and delivered a replacement promissory note to Guaranty Bank and a promissory note to each New Lender that has requested a promissory note in accordance with Section 2.08(e) of the Credit Agreement.

 

7.5    Carrizo Marcellus.  The Borrower shall have complied, and shall have caused Carrizo Marcellus to comply, with Sections 6.13 and 6.14 of the Credit Agreement with respect to Carrizo Marcellus, including, without limitation, the execution and delivery of a Counterpart Agreement (it being understood that this condition may be satisfied substantially contemporaneously with the effectiveness of this Amendment).

 

7.6    Marcellus Holdings.  The Borrower shall have complied, and shall have caused Marcellus Holdings to comply, with Sections 6.13 and 6.14 of the Credit Agreement with respect to Marcellus Holdings, including, without limitation, the execution and delivery of a Counterpart Agreement and Pledge Agreement (it being understood that this condition may be satisfied substantially contemporaneously with the effectiveness of this Amendment).

 

7.7    Authorization and Good Standing.  The Successor Agent shall have received such documents and certificates as the Successor Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of this Amendment and any other legal matters relating to the Credit Parties or this Amendment, all in form and substance reasonably satisfactory to the Successor Agent and its counsel.

 

7.8    Legal Opinion.  The Successor Agent shall have received a favorable written opinion (addressed to the Successor Agent and the Lenders and dated the Seventh Amendment Effective Date) of Baker Botts L.L.P., counsel for the Credit Parties, in form and substance reasonably satisfactory to the Successor Agent.  The Credit Parties hereby request such counsel to deliver such opinion.

 

7.9    Assignment.  The Successor Agent shall have received a duly executed copy of (a) a certain Assignment and Assumption dated as of the Seventh Amendment Effective Date among JPMorgan Chase Bank, N.A., as assignor, and Guaranty Bank, as assignee, pursuant to which JPMorgan Chase Bank, N.A. shall have assigned all of its rights and obligations as a Lender under the Credit Agreement to Guaranty Bank and (b) a certain Assignment and Assumption dated as of the Seventh Amendment Effective Date among Bank of Scotland plc, as assignor, and Guaranty Bank, as assignee, pursuant to which Bank of Scotland plc shall have assigned all of its rights and obligations as a Lender under the Credit Agreement to Guaranty Bank, and in the case of the Assignment and Assumption referenced in clause (a) above only, the

 

 

Resigning Agent shall have received from Guaranty Bank the $3,500 processing and recordation fee required by Section 11.04(b) of the Credit Agreement.

 

7.10    Fees to Resigning Issuing Bank.  Borrower shall have paid to the Resigning Issuing Bank all accrued and unpaid 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).

 

7.11    JPMorgan Swap Agreements.  With respect to each Swap Agreement entered into with JPMorgan Chase Bank, N.A. or any of its Affiliates and in effect immediately prior to the Seventh Amendment Effective Date (collectively, “JPMorgan Swap Agreements” and, individually, a “JPMorgan Swap Agreement”), Borrower shall, at Borrower’s expense and on terms and conditions satisfactory to JPMorgan Chase Bank, N.A. and such Affiliates, either (a) terminate each existing hedge transaction under such JPMorgan Swap Agreement and pay in full any and all Indebtedness and liabilities owed to JPMorgan Chase Bank, N.A. arising from such termination or (b) novate each existing hedge transaction under such JPMorgan Swap Agreement on terms and conditions reasonably satisfactory to JPMorgan Chase Bank, N.A.

 

7.12    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 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.

 

SECTION 8.  Representations and Warranties of Borrower.  To induce the Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to the Lenders as follows:

 

8.1    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).

 

8.2    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.

 

8.3    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.

 

8.4    Letters of Credit.  As of the Seventh Amendment Effective Date, both before and after giving effect to the consummation of the transactions contemplated herein, there are no outstanding Letters of Credit and the aggregate LC Exposure of all Lenders is $0.00.

 

SECTION 9.  Miscellaneous.

 

9.1    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 “JPMorgan Chase Bank, N.A.” or “JPMorgan Chase Bank, National Association” solely in its capacity as Administrative Agent, Collateral Agent and/or Issuing Bank shall be deemed to refer to “Guaranty Bank”.

 

9.2    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.  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.

 

9.3    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.

 

9.4    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 JPMorgan Chase Bank, N.A., in its capacity as a Lender and as a Lender Counterparty, 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 assignments and/or amendments to Mortgages and UCC-1 financing statements).

 

9.5    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.

 

9.6    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

 

 

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

 

9.7    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.

 

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

 

9.9    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.

 

 

 

 

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.

 

 

 

 

 

 

By:       /s/Paul F. Boling

Name:  Paul F. Boling

Title:  Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GUARANTY BANK, as Successor Agent,

Successor Issuing Bank and as a Lender

 

By:       /s/Kelly L. Elmore III                                                         

Name:  Kelly L. Elmore III

Title:     Senior Vice President

 

 

 

JPMORGAN CHASE BANK, N.A., as

Resigning Agent and Resigning Issuing Bank

 

By:       /s/Kimberly Coil

Name:  Kimberly Coil

Title:     Vice President

 

 

U.S. BANK NATIONAL ASSOCIATION,

as a Co-Agent and as a Lender

 

 

By:        /s/Justin M. Alexander

Name:  Justin M. Alexander

Title:    Vice President

 

ROYAL BANK OF CANADA,

as a Co-Agent and as a Lender

 

 

By:       /s/Don J. McKinnerney

Name:  Don J. McKinnerney

Title:     Authorized Signatory

 

CAPITAL ONE, N.A.,

as a Co-Agent and as a Lender

 

 

By:       /s/Paul D. Hein

Name:  Paul D. Hein

Title:     Vice President

 

 

CREDIT SUISSE,

as a Lender

 

By:       /s/Vanessa Gomez

Name:  Vanessa Gomez

Title:    Director

By:       /s/Nupur Kumar

Name:  Nupur Kumar

Title:     Associate

 

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

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 4.13

 

 

 

Legal Name	Jurisdiction of Organization	Shares of Capital Stock Outstanding	Owners of Shares of Capital Stock Outstanding	Tax Identification Number
Carrizo Oil & Gas, Inc.   (Borrower)	Texas	N/A	N/A	76-0415919
CCBM, Inc.   (Restricted Subsidiary)	Delaware	1,000 shares of common stock	100% - Carrizo Oil & Gas, Inc.	76-0685601
Hondo Pipeline, Inc. (Restricted Subsidiary)	Delaware	1,000 shares of common stock	100% - Carrizo Oil & Gas, Inc.	26-1309563
CLLR, Inc. (Restricted Subsidiary)	Delaware	1,000 shares of common stock	100% - Carrizo Oil & Gas, Inc.	20 ###-###-####
Carrizo (Marcellus) LLC (Restricted Subsidiary)	Delaware	limited liability company interests	100% - Carrizo Marcellus Holding Inc.	26 ###-###-####
Carrizo Marcellus Holding Inc.   (Restricted Subsidiary)	Delaware	1000 shares of common stock	100% - Carrizo Oil & Gas, Inc.	26 ###-###-####

 

 

SCHEDULE 7.02

 

 

 

Liens arising under that certain Security Agreement dated as of October 12, 2004 made by the Borrower in favor of Deutsche Bank Securities, Inc., which Liens encumber certain claims originally held by the Borrower against Enron North America Corp. and Enron Corp., each in the amount of $1,096,056.00, claim numbers 2536 and 2576, respectively, in the bankruptcy cases of Enron Corp., et al., pending in the United States Bankruptcy Court for the Southern District of New York, and all proceeds thereof.

 

 

FORM OF LENDER CERTIFICATE

 

 

________, 20___

 

 

To:        GUARANTY BANK,

 as Administrative Agent

 

The Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into 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”).  Unless otherwise defined herein, capitalized terms used herein have the meaning specified in the Credit Agreement.

 

[Language for Existing Lender]

 

[           Please be advised that the undersigned has agreed (a) to increase its Commitment under the Credit Agreement effective __________, 20__ (the “Effective Date”) from $________________ to $____________ and (b) that, from and after the Effective Date, it shall continue to be a Lender in all respects under the Credit Agreement and the other Loan Documents.]

 

[Language for New Lender]

 

[           Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective __________, 20__ (the “Effective Date”) with a Commitment of $____________ and (b) that, from and after the Effective Date, it shall be deemed to be a Lender in all respects under the Credit Agreement and the other Loan Documents.]

 

Very truly yours,

By:                                                                         

Name:

Title:

 

 

Accepted and Agreed:

 

 

GUARANTY BANK,

as Administrative Agent

 

 

 

By:                                                                

Name:

Title:

 

Accepted and Agreed:

 

CARRIZO OIL & GAS, INC.

 

By:                                                                

Name:

Title:

 

Guaranty

Bank

CREDIT AGREEMENT   dated as of May 25, 2006   among   CARRIZO OIL & GAS, INC. as Borrower   CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors   The Lenders Party Hereto   GUARANTY BANK, as Administrative Agent, Sole Bookrunner and Lead Arranger   and   U.S. BANK NATIONAL ASSOCIATION, ROYAL BANK OF CANADA AND CAPITAL ONE, N.A., as Co-Agents     $500,000,000 Senior Secured Revolving Credit Facility