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EXHIBIT 4.2
AMENDMENT NO. 1 TO LETTER AGREEMENT REGARDING
PARTICIPATION IN CARRIZO 2001 PROGRAM
Carrizo Oil & Gas, Inc., a Texas corporation ("Carrizo"), Berea
Associates, LLC, Berea Oil & Gas Corp., PAC Finance (USA) Inc., William R.
Ziegler, Thomas H. O'Neill, Jr. and Berea Associates II LLC, entered into a
Letter Agreement Regarding Participation in Carrizo 2001 Program dated as of May
1, 2001 (the "Letter Agreement"), and by this agreement hereby, pursuant to
Section 12 of the Letter Agreement, amend the Letter Agreement effective as of
June 1, 2001 as follows (all capitalized terms used herein which are defined
in the Letter Agreement shall have the meanings assigned to them in the Letter
Agreement unless otherwise defined herein):
ARTICLE I.
Subsection 8(c) of the Letter Agreement shall be amended and restated in
its entirety as follows:
(c) REGISTRATION OF COMMON STOCK. If Carrizo has in effect a shelf
registration statement under the Securities Act of 1933 than can be used
in compliance with the laws, rules, regulations and interpretations of the
Securities and Exchange Commission (the "SEC") (the parties recognizing
that such use would not currently be in compliance with the laws, rules,
regulations and interpretations of the SEC) to register the issuance of
the Common Stock provided for herein, then the Common Stock shall be
issued pursuant to such registration statement. If the Common Stock cannot
be issued pursuant to an effective registration statement, and the Common
Stock is therefore restricted as provided below, then the exchanging
Participants shall have piggy-back registration rights for sales by other
Carrizo shareholders on customary terms which shall be consistent with and
subject to the restrictions, limitations and covenants of (including,
without limitation, by including counterparts of Sections 5.9, 5.12, 5.13
and 6.4 of) the Registration Rights Agreement dated as of December 15,
1999 by and among Carrizo, CB Capital Investors, L.P. and Mellon Ventures,
L.P. and the Amended and Restated Registration Rights Agreement dated
December 15, 1999 by and among Carrizo, Douglas A. P. Hamilton, Paul B.
Loyd, Jr., Steven A. Webster, Frank A. Wojtek, S. P. Johnson IV and DAPHAM
Partnership, L.P., but such piggy-back rights shall in all events be
subject to the limitations imposed by Section 5.5 of both such agreements.
ARTICLE II.
Subsection 8(d) of the Letter Agreement shall be amended by inserting
the following sentence after the last sentence of the paragraph:
The Participants agree to keep strictly confidential all nonpublic
information received in connection with the preceding sentence.
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ARTICLE III.
Subsection 8(e) of the Letter Agreement shall be amended by inserting the
following sentence at the end of the Subsection:
The Participants agree to comply with the restrictions contemplated
by such legend and further agree that any offer, sale, assignment,
transfer, pledge or disposition of an interest in the Program or the
option provided in Section 8(a) hereof shall be subject to the same
restrictions on transfer as are applicable to the Common Stock.
ARTICLE IV.
A new subsection 8(g) will be added to the Letter Agreement to read in its
entirety as follows:
(g) ADJUSTMENT FOR STOCK SPLITS AND REVERSE STOCK SPLITS. If at any
time after the date of this Agreement, Carrizo shall subdivide, split or
reclassify its outstanding shares of Common Stock into a larger number of
shares of Common Stock, or combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, then the number of shares
of Common Stock issuable upon the exercise of the Participant's option to
convert its interest in the Program to Common Stock shall be adjusted so
as to equal the number of shares of Common Stock (or other securities)
that such Participant would have held immediately after the occurrence of
such event if the Participant has exercised its option immediately prior
to such event.
ARTICLE V.
A new subsection 8(h) will be added to the Letter Agreement to read in its
entirety as follows:
(h) CONSOLIDATION, MERGER OR SALE OF SUBSTANTIALLY ALL OF CARRIZO'S
ASSETS. If at any time after the date of this Agreement, there shall be
any consolidation, merger, conversion or other business combination of
Carrizo with another entity or any sale or conveyance by Carrizo of all or
substantially all of its assets or property to another entity, and in any
such case the Common Stock is to be exchanged or converted into shares of
stock, other securities, cash or other property, then in each case the
exchange option provided for herein shall thereafter be exercisable for
the kind and number of shares of stock, other securities, cash or other
property to which a holder of the number of shares of Common Stock
issuable upon the exercise of such exchange option would have been
entitled upon such event.
ARTICLE VI.
This Agreement is effective as of the date first written above. In witness
of the foregoing, Carrizo and the undersigned Participants hereby execute this
Agreement as of the date first written above.
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Sincerely,
CARRIZO OIL & GAS, INC.
By:
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Name:
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Title:
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ACCEPTED AND AGREED TO BY
THE FOLLOWING PARTICIPANTS:
Berea Associates, LLC
By:
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Name:
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Title:
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Berea Oil & Gas Corp.
By:
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Name:
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Title:
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PAC Finance (USA) Inc.
By:
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Name:
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Title:
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William R. Ziegler
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Thomas H. O'Neill, Jr.
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Berea Associates II LLC
by Berea Oil & Gas Corp.
its Managing Member
By:
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Thomas H. O'Neill, Jr.
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