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EXHIBIT 4.2
TENTH AMENDMENT
TO
FIRST AMENDED, RESTATED, AND COMBINED LOAN AGREEMENT
DATED AUGUST 28, 1997
BY AND BETWEEN CARRIZO OIL & GAS, INC.
AND COMPASS BANK
This Tenth Amendment to the Loan Agreement (this "Tenth Amendment") by and
between CARRIZO OIL & GAS, INC., a Texas corporation (the "Borrower"), and
COMPASS BANK, an Alabama state chartered bank, formerly a Texas chartered bank
(the "Bank"), is entered into on this 3rd day of November 2000.
W I T N E S S E T H:
Borrower and Bank entered into a First Amended, Restated, and Combined
Loan Agreement dated August 28, 1997, as amended by the First Amendment thereto
dated December 23, 1997, the Second Amendment thereto dated December 30, 1997,
the Third Amendment thereto dated July 30, 1998, the Fourth Amendment thereto
dated September 24, 1998, the Fifth Amendment thereto dated March 22, 1999, the
Sixth Amendment thereto dated April 23, 1999, the Seventh Amendment thereto
dated August 27, 1999, the Eighth Amendment thereto dated November 11, 1999 and
the Ninth Amendment thereto dated December 15, 1999 (collectively, the "Loan
Agreement").
Borrower has requested that the Loan Agreement be further amended and that
Bank make available certain guidance line letters of credit under the Loan
Agreement, and Bank has agreed to such requests, subject to the terms and
conditions set forth in this Tenth Amendment.
Capitalized terms used, but not defined herein, shall have the meanings
prescribed therefor in the Loan Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are acknowledged by Borrower and Bank, and each intending to be legally
bound hereby, the parties agree as follows:
1. Specific Amendments to Loan Agreement.
Article I, Definitions, is hereby amended by adding the following
definitions thereto:
"Borrower's Hedge Obligations" means all obligations and liabilities
of Borrower to third party counter-parties pursuant to Hedging
Transactions.
"Guidance Line LOC" means letters of credit to be issued by Bank for
the account of Borrower pursuant to Section 2.26,
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in the form acceptable to Bank, and all extensions, renewals and
modifications thereof.
"Tenth Amendment" means the Tenth Amendment to this Agreement
executed by Borrower and Bank on November 3, 2000.
Article I, Definitions, is hereby further amended by revising the
following definition in its entirety to read as follows:
"Hedging Transaction" means any (i) interest rate or currency swap,
rate cap, rate collar, forward agreement and other exchange or rate
protection agreements or any option with respect to any such transaction
and (ii) any swap agreement, cap, collar, floor, exchange transaction,
forward agreement or exchange or protection agreement related to oil
and/or gas or any option with respect to such transaction.
"Obligations" means all obligations, indebtedness, and liabilities
of Borrower to Bank, now existing or hereafter arising, including, but not
limited to, the indebtedness evidenced by the Guidance Line LOCs and the
Notes, whether direct, indirect, related, unrelated, fixed, contingent,
specified, unspecified, joint, several, or joint and several, and all
interest and fees accruing thereon and all attorneys' fees and other
expenses incurred in the enforcement or collection thereof.
Article I, Definitions, is hereby further amended by rewording the
definition of "Second Term Loan Note" to read "Second Term Note."
Section 2.15 is hereby amended by revising the reference to the dollar
amount of "One Million Dollars ($1,000,000.00)" with the dollar amount of "Two
Million Dollars ($2,000,000.00)."
Section 2.17 is hereby amended by revising that section in its entirety to
read as follows:
2.17 Letter of Credit and Guidance Line LOC Fees. As consideration
for the issuance by the Bank of Letters of Credit and Guidance Line LOCs
for the account of Borrower, Borrower agrees to pay to the Bank a fee of
one percent (1.0%), per annum, of the amount of each such Letter of Credit
or Guidance Line LOC (subject to a $300.00 minimum fee per year on each
such Letter of Credit and Guidance Line LOC), the first such per annum fee
for each such Letter of Credit and Guidance Line LOC to be payable in
advance of the issuance of such Letter of Credit and Guidance Line LOC,
with successive per annum fees to be paid in advance of the anniversary
date of the issuance of such Letter of Credit and Guidance Line LOC if it
is to remain in effect beyond such anniversary date.
Article II, The Loan, is hereby amended by adding the following sections
thereto:
2.26 Guidance Line LOC. Subject to the terms and conditions of this
Agreement, Bank may issue standby Guidance Line LOCs for the account of
the Borrower from time to
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time to cover Borrower's Hedge Obligations. If Borrower desires a Guidance
Line LOC, Borrower shall submit a written request three (3) Business Days
prior to the requested date of issuance in such amount as the Borrower
may request in an aggregate amount of up to Two Million Dollars
($2,000,000.00). Bank will require in connection with the issuance of
any Guidance Line LOC under this Section 2.26 that Borrower execute
Bank's then-current form of application for a letter of credit, but if
there is any conflict between the terms of any such application and the
terms of this Agreement, the terms of this Agreement shall control. No
Guidance Line LOC shall have an expiration date that is later than one
year from the date of its issuance, or, if sooner, beyond the Maturity
Date.
2.27 Repayment of Guidance Line LOC. If drawn upon by the
beneficiary of a Guidance Line LOC, all amounts so drawn shall be due and
payable by the Borrower immediately upon receipt of Bank's statement
therefor. If Borrower fails to pay such drawn amounts within one (1)
Business Day of such receipt by Borrower, Bank shall have the right, but
not the obligation, and Borrower hereby expressly authorizes Bank, to
repay any amount drawn under a Guidance Line LOC as an advance under the
Revolving Commitment; provided, however, that Bank's right to repay such
Guidance Line LOC as an advance under the Revolving Commitment shall not
be limited by any maximum limits applicable to Borrower and any Loan
Excess resulting from the repayment by Bank of a Guidance Line LOC shall
be subject to Section 2.09 hereof.
Section 5.31, as added to the Loan Agreement by the Seventh Amendment, is
hereby amended by revising that section in its entirety to read as follows:
5.31 Aged Accounts Reports. Deliver to Bank, on or before the
forty-fifth (45th) day after the end of each calendar quarter, a detailed
aging accounts receivable report and a detailed aging accounts payable
report effective as of the end of such calendar quarter, all such reports
to be prepared in accordance with GAAP.
Section 5.35, as added to the Loan Agreement by the Seventh Amendment, is
hereby amended by revising that section in its entirety to read as follows:
[This section is intentionally omitted.]
Subsection 7.01(b) of the Loan Agreement is hereby amended by revising
that section in its entirety to read as follows:
(b) Default shall be made by Borrower in the payment of any
installment of interest on the Note, or any fees or other monetary
obligation payable hereunder, including without limitation, under the
Letters of Credit and Guidance Line LOCs, and such default shall remain
unremedied in excess of three (3) days after notice being given by Bank,
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2. Amendments to Security Instruments. Borrower acknowledges that it has
executed various Security Instruments in favor of Bank, including, without
limitation, those Security Instruments described on Exhibit "A" attached to this
Tenth Amendment, to secure the obligations of Borrower to Bank. Borrower and
Bank hereby agree that any reference to the definitions of the "Obligations,"
"Indebtedness," or any other generic definition of Borrower's liabilities to
Bank in any such Security Instruments (whether such terms are capitalized or
not) shall be deemed to include the Obligations of Borrower, as defined in the
Loan Agreement, as hereby amended. Furthermore, Borrower and Bank hereby agree
that any reference to the definitions of the "Collateral" or "Mortgaged
Property" in the Security Instruments shall include all amounts owing Borrower
pursuant to any and all Hedging Transactions regardless of whether or not such
amounts owing to Borrower relate to, arise from or are in connection with the
"Collateral," "Property," "Leases," "Lands" or "Mortgaged Property" as such
terms are defined in the Security Instruments.
3. Conditions Precedent in Connection with the Tenth Amendment. The Tenth
Amendment shall not be binding on the Bank until satisfaction of the following
conditions precedent:
(a) Receipt of Tenth Amendment and Compliance Certificate. Bank
shall have received multiple fully executed counterparts of the Tenth
Amendment, as requested by Bank, and the Compliance Certificate duly
executed by an authorized officer for Borrower.
(b) Accuracy of Representations and Warranties and No Event of
Default. After giving effect to the Tenth Amendment, the representations
and warranties contained in Article IV of the Loan Agreement shall be true
and correct in all material respects on the date of the Tenth Amendment
with the same effect as though such representations and warranties had
been made on such date; and after giving effect to the Tenth Amendment, no
Event of Default shall have occurred and be continuing or will have
occurred upon the execution of the Tenth Amendment.
(c) Legal Matters Satisfactory to Special Counsel to Bank. All legal
matters incident to the consummation of the transactions contemplated by
the Tenth Amendment shall be satisfactory to the firm of Porter & Hedges,
L.L.P., special counsel for Bank.
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(d) Legal Fees. All reasonable legal fees and expenses owed by Bank
to Porter & Hedges, L.L.P. in connection with the Loan Agreement shall
have been paid by Borrower.
(e) No Material Adverse Change. No material adverse change shall
have occurred since the date of the Loan Agreement in the condition,
financial or otherwise, of Borrower.
4. Reaffirmation of Representations and Warranties. To induce Bank to enter
into this Tenth Amendment, Borrower hereby reaffirms, as of the date hereof,
after giving effect to the Tenth Amendment, its representations and warranties
contained in Article IV of the Loan Agreement and in all other documents
executed pursuant thereto, and additionally represents and warrants as follows:
A. The execution and delivery of this Tenth Amendment and the
performance by Borrower of its obligations under this Tenth Amendment are
within Borrower's power, have been duly authorized by all necessary
corporate action, have received all necessary governmental approval (if
any shall be required), and do not and will not contravene or conflict
with any provision of law or of the articles of incorporation, charter or
bylaws of Borrower or of any agreement binding upon Borrower.
B. The Loan Agreement as amended by this Tenth Amendment, represents
the legal, valid and binding obligations of Borrower, enforceable against
Borrower in accordance with its terms, subject as to enforcement only to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally.
C. No Event of Default or Unmatured Event of Default has occurred
and is continuing as of the date hereof.
5. Defined Terms. Except as amended hereby, terms used herein that are
defined in the Loan Agreement shall have the same meanings in this Tenth
Amendment.
6. Reaffirmation of Loan Agreement. This Tenth Amendment shall be deemed to
be an amendment to the Loan Agreement, and the Loan Agreement, as further
amended hereby, is hereby ratified, approved and confirmed in each and every
respect. All references to the Loan Agreement herein and in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the Loan
Agreement as amended hereby.
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7. Entire Agreement. The Loan Agreement, as hereby further amended,
embodies the entire agreement between Borrower and Bank and supersedes all prior
proposals, agreements and understandings relating to the subject matter hereof.
Borrower certifies that it is relying on no representation, warranty, covenant
or agreement except for those set forth in the Loan Agreement as hereby further
amended and the other documents previously executed or executed of even date
herewith.
8. Governing Law. THIS TENTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. This Tenth Amendment has been entered into in Harris
County, Texas, and it shall be performable for all purposes in Harris County,
Texas. Courts within the State of Texas shall have jurisdiction over any and all
disputes between Borrower and Bank, whether in law or equity, including, but not
limited to, any and all disputes arising out of or relating to this Tenth
Amendment or any other Loan Document; and venue in any such dispute whether in
federal or state court shall be laid in Harris County, Texas.
9. Severability. Whenever possible each provision of this Tenth Amendment
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Tenth Amendment shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Tenth Amendment.
10. Execution in Counterparts. Each party hereto acknowledges that this
Agreement may be executed in several counterparts by each party at different
times and in different locations; that each separate counterpart bearing the
signature of any party may be effectively delivered to the other parties by the
delivery of an electronic facsimile sent via telecopier; that each party so
delivering any such counterpart shall be bound by its facsimile signature
thereon; and that the signature pages from counterparts signed by each party may
be collated into one or more copies of this agreement, which shall constitute
one and the same agreement among all parties hereto.
11. Section Captions. Section captions used in this Tenth Amendment are for
convenience of reference only, and shall not affect the construction of this
Tenth Amendment.
12. Successors and Assigns. This Tenth Amendment shall be binding upon
Borrower and Bank and their respective successors and assigns,
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and shall inure to the benefit of Borrower and Bank, and the respective
successors and assigns of Bank.
13. Non-Application of Chapter 346 of Texas Finance Codes. In no event shall
Chapter 346 of the Texas Finance Code (which regulates certain revolving loan
accounts and revolving tri-party accounts) apply to this Loan Agreement as
hereby further amended or any other Loan Documents or the transactions
contemplated hereby.
14. Notice. THIS TENTH AMENDMENT TOGETHER WITH THE LOAN AGREEMENT, AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Tenth Amendment to
be duly executed as of the day and year first above written.
BANK BORROWER
COMPASS BANK CARRIZO OIL & GAS, INC.
By: By:
--------------------------------- ---------------------------------
Kathleen J. Bowen Frank A. Wojtek
Vice President Vice President
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THE STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
BEFORE ME, the undersigned authority, on this day personally appeared
Frank A. Wojtek, Vice President of Carrizo Oil & Gas, Inc., a Texas corporation,
known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed, as the act and deed of such corporation,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3rd day of November, 2000.
-------------------------------
NOTARY PUBLIC, STATE OF TEXAS
THE STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
BEFORE ME, the undersigned authority, on this day personally appeared
Kathleen J. Bowen, Vice President of Compass Bank, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me
that she executed the same for the purposes and consideration therein expressed,
as the act and deed of such bank, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this ___ day of November, 2000.
-------------------------------
NOTARY PUBLIC, STATE OF TEXAS
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COMPLIANCE CERTIFICATE
I, Frank A. Wojtek, Vice President of CARRIZO OIL & GAS, INC. (the
"Company"), pursuant to Article III(a) of the Tenth Amendment to the First
Amended, Restated, and Combined Loan Agreement dated as of August 28, 1997, by
and among COMPASS BANK ("Bank") and the Company (the "Agreement") do hereby
certify, as of the date hereof, that to my knowledge:
1. After giving effect to the Ninth Amendment, no Event of Default (as
defined in the Agreement) has occurred and is continuing, and no
Unmatured Event of Default (as defined in the Agreement) has
occurred and is continuing;
2. No material adverse change has occurred in the business prospects,
financial condition, or the results of operations of the Company
since the date of the previous Financial Statements (as defined in
the Agreement) provided to Bank;
3. After giving effect to the Ninth Amendment, each of the
representations and warranties of the Company contained in Article
IV of the Agreement is true and correct in all respects.
This certificate is executed this 3rd day of November 2000.
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Frank A. Wojtek
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EXHIBIT "A"
====================================================================================================================================
DATE DOCUMENT RECORDING JURISDICTION
INFORMATION
====================================================================================================================================
6/26/96 Deed of Trust, Mortgage, Security Agreement, Financing 7/2/96 Brooks County, TX
Statement and Assignment of Production from Encinitas Vol.164/Page 357
Partners Ltd. (as predecessor to Carrizo) for the benefit of
Compass Bank 7/2/96 Victoria County, TX
Vol. 227/Page 554
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UCC-1 Financing Statement from Encinitas Partners Ltd. 7/1/96 #96130338 TX Secretary of State
(as predecessor to Carrizo) for the benefit of Compass Bank State
- ------------------------------------------------------------------------------------------------------------------------------------
12/6/96 Deed of Trust, Mortgage, Security Agreement, Financing 12/11/96 #188820 Starr County, TX
Statement and Assignment of Production Vol 0769/Pg 661
UCC-1 Financing Statement 12/12/96 #245276 TX Secretary of State
---------------------------------------------------------------------------------------------------------------------
Security Agreement N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
3/4/97 Deed of Trust, Mortgage, Security Agreement, Financing 3/10/97 #059214 Duval County, TX
Statement and Assignment of Production Vol. 220/Pg 509
UCC-1 Financing Statement 3/10/97 #97-046906 TX Secretary of State
---------------------------------------------------------------------------------------------------------------------
Security Agreement N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
12/5/97 Deed of Trust, Mortgage, Security Agreement, Financing 12/15/97 Live Oak County,
Statement and Assignment of Production Vol 347/Pg 266 TX
- ------------------------------------------------------------------------------------------------------------------------------------
7/30/98 Deed of Trust, Mortgage, Security Agreement, Financing 8/6/98 Vol 42/Pg 230 DeWitt County, TX
Statement and Assignment of Production
--------------------------------------------------
8/6/98 #464754 San Patricio County,
TX
--------------------------------------------------
UCC-1 Financing Statement 8/6/98 #98-160378 TX Secretary of State
- ------------------------------------------------------------------------------------------------------------------------------------
9/29/98 Deed of Trust, Mortgage, Security Agreement, Financing 11/10/98 #199824 Starr County, TX
Statement and Assignment of Production Vol 0819/Pg 299
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UCC-1 Financing Statement 11/9/98 #98-224598 TX Secretary of State
---------------------------------------------------------------------------------------------------------------------
Mortgage, Collateral Assignment, Security Agreement 12/4/98 #844100 Lafourche Parish, LA
and Financing Statement COB 1370/Folio 227
MOB 795/Folio 508
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UCC-1 Financing Statement 12/4/98 #844101 Lafourche Parish, LA
- ------------------------------------------------------------------------------------------------------------------------------------
12/11/98 Deed of Trust, Mortgage, Security Agreement, Financing 12/11/98 #191639 Wharton County, TX
Statement and Assignment of Production Vol 304/Pg 887
---------------------------------------------------------------------------------------------------------------------
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UCC-1Financing Statement 12/17/98 #98-250845 TX Secretary of State
- ------------------------------------------------------------------------------------------------------------------------------------
6/3/99 Deed of Trust, Mortgage, Security Agreement, Financing Vol 369/Pg 158 Live Oak County, TX
Statement and Assignment of Production 6/9/99 (undeveloped)
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UCC-3 Amendment of original Financing Statement 6/10/99 #99-701556 TX Secretary of
#245276 filed 12/12/96 State
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1st Amendment to Mortgage, Collateral Assignment, COB 1388/Folio 580 Lafourche Parish,
Security Agreement and Financing Statement MOB 815/Folio 205 LA
#854267 6/10/99
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UCC-3 Amendment of original Financing Statement 6/10/99 #29-854268 Lafourche Parish,
#844101 filed 12/4/98 LA
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First Amendment to Security Agreement N/A N/A
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11/11/99 Deed of Trust, Mortgage, Security Agreement, Financing Vol 0620/Pg 209 Bee County, TX
Statement and Assignment of Production #116370 11/19/99
--------------------------------------------------
Vol 00114/Pg 00151 Goliad County, TX
#0093272 11/18/99
--------------------------------------------------
Vol 561/Pg 601 Matagorda County,
#998088 11/18/99 TX
---------------------------------------------------------------------------------------------------------------------
1st Amendment to Deed of Trust, Mortgage, Security Vol 64/Pg 892 DeWitt County, TX
Agreement, Financing Statement and Assignment of #16829 11/19/99
Production
--------------------------------------------------
#479162 11/19/99 San Patricio County,
TX
---------------------------------------------------------------------------------------------------------------------
UCC-3 Amendment of original Financing Statement #98- #99-767907 TX Secretary of
160378 filed 11/18/99 State
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2nd Amendment to Security Agreement N/A N/A
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4/20/00 Deed of Trust, Mortgage, Security Agreement, Financing 4/28/00 #2663-B Chambers County,
Statement and Assignment of Production Vol 00453/Pg 745 TX
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1st Amendment to Deed of Trust, Mortgage, Security 4/28/00 #002677 Matagorda County,
Agreement, Financing Statement and Assignment of Vol 578/Pg 535 TX
Production
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UCC-3 Amendment of original Financing Statement 4/28/00 #00-802172 TX Secretary of
#98-160378 filed 8/6/98 State
- ------------------------------------------------------------------------------------------------------------------------------------
3rd Amendment to Security Agreement N/A N/A
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Collateral Assignment of Contracts N/A N/A
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5/10/00 1st Amendment to Deed of Trust, Mortgage, Security 5/17/00 #074115 Brooks County, TX
Agreement, Financing Statement and Assignment of Vol 0209/Pg 787
---------------------------------------------------------------------------------------------------------------------
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Production
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1st Amendment to Deed of Trust, Mortgage, Security 5/17/00 #071211 Duval County, TX
Agreement, Financing Statement and Assignment of Vol 0288/Pg 309
Production
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1st Amendment to Deed of Trust, Mortgage, Security 5/19/00 #209189 Starr County, TX
Agreement, Financing Statement and Assignment of Vol 0863/Pg 765
Production
---------------------------------------------------------------------------------------------------------------------
UCC-3 Amendment of original Financing Statement 5/17/00 #00-810056 TX Secretary of
#98-160378 filed 8/6/98 State
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4th Amendment to Security Agreement N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
10/16/00 2nd Amendment to Deed of Trust, Mortgage, Security Starr County, TX
Agreement, Financing Statement and Assignment of
Production
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1st Amendment to Deed of Trust, Mortgage, Security Goliad County, TX
Agreement, Financing Statement and Assignment of
Production
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1st Amendment to Deed of Trust, Mortgage, Security Wharton County, TX
Agreement, Financing Statement and Assignment of
Production
---------------------------------------------------------------------------------------------------------------------
Deed of Trust, Mortgage, Security Agreement, Financing Liberty County, TX
Statement and Assignment of Production
---------------------------------------------------------------------------------------------------------------------
UCC-3 Amendment of original Financing Statement TX Secretary of
#98-160378 filed 8/6/98 State
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5th Amendment to Security Agreement N/A N/A
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1st Amendment to Collateral Assignment of Contracts N/A N/A
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