EXHIBIT 3.7
STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Agreement") is dated and
effective as of the 24th day of May, 2002, by and between Carrizo Oil & Gas,
Inc., a Texas corporation (the "Grantor"), and Hibernia National Bank, a
national banking association ( the "Lender"), who agree as follows:
RECITALS
A. The Grantor, CCBM, Inc., a Delaware corporation, and the Lender are
the parties to that certain Credit Agreement of even date herewith.
B. Pursuant to the Credit Agreement, the Grantor has agreed to enter
into and execute this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, the Grantor and the
Lender do hereby agree and obligate themselves as follows:
SECTION 1. DEFINITIONS. Any capitalized term defined in the Credit
Agreement and not otherwise defined herein shall have the meaning given to such
term in the Credit Agreement. In addition, the following terms shall have the
following meanings when used in this Agreement:
AGREEMENT. The term "Agreement" refers to this Stock Pledge
and Security Agreement as this agreement may be modified,
restated, or amended in writing from time to time, and to any
exhibits or attachments to this Agreement.
BORROWER. The term "Borrower" refers individually,
collectively and interchangeably to Carrizo Oil & Gas, Inc., a
Texas corporation, and its successors and assigns.
CCBM. The term "CCBM" means CCBM, Inc., a Delaware
corporation, and its successors and assigns.
COLLATERAL. The term "Collateral" refers individually,
collectively and interchangeably to the Collateral as more
fully described in Section 2 (A) of this Agreement.
CREDIT AGREEMENT. The term "Credit Agreement" means that
certain Credit Agreement dated as of May 24, 2002 by and among
Grantor, CCBM, and the Lender, as the same may hereafter be
amended, modified, and/or restated from time to time and in
effect.
Stock Pledge and Security Agreement -- Page 1 of 10
GRANTOR. The term "Grantor" means Carrizo Oil & Gas, Inc., a
Texas corporation, and its successors and assigns.
INDEBTEDNESS. The term "Indebtedness" refers individually,
collectively and interchangeably to (i) the present and future
indebtedness, obligations, and liabilities of Borrower arising
under the Credit Agreement, including the Loans, and the
Revolving Note, as well as any future renewals, modifications,
or extensions to any one or more of the Loans and/or Revolving
Note, and (ii) all present and future indebtedness,
obligations and liabilities of Borrower to the Lender, or any
affiliate of any Lender, arising under or in connection with
Rate Management Transactions. This Agreement covers future
advances.
LENDER. The term "Lender" refers Hibernia National Bank and if
applicable, and any bank or banks that become a signatory
party to the Credit Agreement in the future.
SECTION 2. SECURITY INTEREST. (A) To secure the full and punctual
payment and performance of all present and future Indebtedness to the Lender or
any successor or transferee thereof, the Grantor hereby pledges, pawns,
transfers and grants to the Lender a continuing security interest in and to all
of the following property of the Grantor, whether now owned or existing or
hereafter acquired or arising (collectively the "Collateral"):
1000 shares of the capital stock of CCBM represented
by Certificate No. 1, dated June 29, 2001, registered in the
Grantor's name, together with any additional shares of stock
issued by CCBM to the Grantor hereafter as stock dividends,
stock splits or otherwise, or shares received as a result of
any merger or consolidation of CCBM, all cash, liquidation and
other dividends now or hereafter declared thereon, all stock
redemption payments and all other monies due or to become due
thereunder, all stock warrants, options, pre-emptive rights,
rights of first refusal, and other rights to subscribe to,
purchase or receive any shares of common stock or other
securities now or hereafter incident thereto or declared or
granted in connection therewith, and all distributions
(whether made in cash, instruments, income, or other property)
made or to be made in connection therewith or incident
thereto, and all proceeds of all or any of the foregoing, in
whatever form, and all proceeds of such proceeds.
(B) The security interest is granted as security only and
shall not subject the Lender to, or transfer or in any way affect or modify, any
obligation or liability of the Grantor with respect to any of the Collateral or
any transaction in connection therewith.
Stock Pledge and Security Agreement -- Page 2 of 10
SECTION 3. DELIVERY OF COLLATERAL. The Lender hereby accepts the
delivery of the Collateral on behalf of itself and on behalf of any future
transferee of the Indebtedness. The Grantor will execute and deliver to the
Lender all assignments, endorsements, powers and other documents reasonably
requested at any time and from time to time by the Lender with respect to the
Collateral and the rights and powers granted to the Lender hereunder, and will
deliver to the Lender any stock certificates representing stock dividends on, or
stock splits of, any of the Collateral, together with a stock power fully
executed in blank.
SECTION 4. REPRESENTATIONS. The Grantor has not performed any acts or
signed any agreements which might prevent the Lender from enforcing any of the
terms of this Agreement or which would limit any of them in any such
enforcement. No security agreement or similar or equivalent document or
instrument covering all or any part of the Collateral has been executed by the
Grantor and remains in effect. No Collateral is in the possession of any Person
(other than the Grantor) asserting any claim thereto or security interest
therein, except that the Lender or its designee may have possession of
Collateral as contemplated hereby. The Grantor further represents and warrants
as follows:
(a) There are no outstanding options, warrants or similar rights with
respect to the Collateral;
(b) The Grantor has the full power and authority to grant to the Lender
a valid and enforceable perfected and continuing lien on and security interest
in the Collateral pursuant to this Agreement;
(c) The Collateral delivered to the Lender is fully paid and
non-assessable, duly and validly authorized and issued and, upon execution
hereof, will be duly and validly pledged to the Lender in accordance with all
provisions of applicable law;
(d) The Grantor has good and marketable title to, and is the legal and
registered owner of, the Collateral, free and clear of all liens, except for the
security interest created pursuant to this Agreement;
(e) Upon the execution and delivery of this Agreement and the delivery
to the Lender of the Collateral, the Lender shall have a valid and enforceable
lien on and security interest in and to the Collateral; such lien and security
interest shall constitute a perfected security interest in such Collateral,
superior to the rights and equitable interests of all other persons in the
Collateral;
(f) The execution, delivery and performance of this Agreement by the
Grantor and the granting of a valid and enforceable lien and security interest
in the Collateral will not (i) violate any provision of any law, any judgment,
order, rule or regulation of any court, arbitration panel, or other governmental
authority, domestic or foreign, or other person, (ii) violate any provision of
any indenture, agreement, mortgage, contract or other instrument to which the
Grantor is a party or by which any of its properties, assets or revenues are
bound, or be in conflict with, result in an acceleration of any obligation or a
breach of or constitute (with notice or lapse of time or both) a default under,
any such indenture, agreement, mortgage, contract or other
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instrument, or (iii) result in the creation or imposition of any lien on any of
the properties, assets or revenues of the Grantor, except those in favor of the
Lender as provided herein.
(g) This Agreement has been duly executed and delivered by the Grantor
and constitutes the legal, valid and binding obligation of the Grantor
enforceable against it in accordance with its terms;
(h) No registration with or consent or approval of, or other action by,
any governmental authority, domestic or foreign, or other person is required
(other than such approvals or consents which may have been obtained) in
connection with the execution, delivery and performance of this Agreement and
the granting of the valid and enforceable lien and security interest in the
Collateral in favor of the Lender;
(i) The Collateral constitutes not less than 100% of the issued and
outstanding stock of CCBM;
(j) The Grantor represents and warrants that until the Lender's
security interest in the Collateral is terminated by the Lender, that the
Collateral shall at all times constitute not less than 100% of the issued and
outstanding stock of CCBM. To the extent necessary, the Grantor agrees that it
shall not approve or authorize any issuance of capital stock by CCBM if such
issuance would reduce the Collateral below the 100% calculation mentioned in the
preceding sentence; and
(k) The Grantor represents and warrants that it is a corporation duly
organized under the laws of its state of incorporation. As of the date hereof,
Grantor's mailing address and the location of is its principal place of business
(if it only has one) or its chief executive office (if it has more than one
place of business) is at 14701 St. Mary's Lane, Suite 800, Houston, TX 77079.
Grantor also represents and warrants that it has not conducted business under
any name except the name in which it has executed this Agreement, which is the
exact name as it appears in the Grantor's organizational documents, as amended,
as filed with the Grantor's jurisdiction of organization. Grantor represents and
warrants that its Federal employer identification number is 76-0415919. Grantor
agrees that it will notify Lender in writing should Grantor ever change its
name, legal status, or change or obtain a new Federal employer identification
number. Grantor further agrees to notify Lender in writing of any change in
Grantor's mailing address or the location of Grantor's principal office.
SECTION 5. VOTING RIGHTS. (A) So long as no Event of Default (as such
term is defined in the Credit Agreement) shall have occurred and be continuing,
the Grantor shall have the right, from time to time, to exercise voting and
other consensual rights to give approvals, ratifications and waivers pertaining
to the Collateral, and the Lender upon receiving a written request from the
Grantor accompanied by a certificate stating that no Event of Default has
occurred will deliver to the Grantor (or as specified in such request) such
proxies, approvals, ratifications, waivers and other instruments pertaining to
the Collateral as may be specified in such request and be in form and substance
satisfactory to the Lender.
Stock Pledge and Security Agreement -- Page 4 of 10
(B) Upon the occurrence and during the continuance of an Event
of Default, the Lender shall have the right, at the Lender's option, to exercise
the voting and other consensual rights to give approvals, ratifications and
waivers and to take any other action with respect to all the Collateral with the
same force and effect as if the Lender were the absolute and sole owner thereof,
and the Grantor's right to exercise such voting and other consensual rights
shall, at the Lender's option, cease and become vested in the Lender.
SECTION 6. REMEDIES UPON DEFAULT. (A) Upon the occurrence and during
the continuance of an Event of Default (as such term is defined in the Credit
Agreement) the Lender may exercise all rights of a secured party under the
Uniform Commercial Code-Secured Transactions and other applicable law (including
the Uniform Commercial Code as in effect from time to time in any applicable
jurisdiction) and, in addition, the Lender may, without being required to give
any notice, except as herein provided or as may be required by mandatory
provisions of law, (i) transfer the whole or any part of the Collateral into the
name of Lender or its nominee(s); (ii) sell the Collateral or any part thereof
at a broker's board or on a securities exchange; or (iii) sell the Collateral or
any part thereof at public or private sale, for cash, upon credit or for future
delivery, and at such price or prices as the Lender may deem satisfactory. The
Lender may be the purchaser of any or all of the Collateral so sold at any
public sale (or, if the Collateral is of a type customarily sold in a recognized
market or is of a type which is the subject of widely distributed standard price
quotations, at any private sale). The Grantor will execute and deliver such
documents and take such other action as the Lender deems necessary or advisable
in order that any such sale may be made in compliance with law. Upon any such
sale the Lender shall have the right to deliver, assign and transfer to the
purchaser thereof the Collateral so sold. Each purchaser at any such sale shall
hold the Collateral so sold to it absolutely and free from any claim or right of
whatsoever kind, including any equity or right of redemption of the Grantor
which may be waived, and the Grantor, to the extent permitted by law, hereby
specifically waives all rights of redemption, stay or appraisal which it has or
may have under any law now existing or hereafter adopted. The Grantor agrees
that ten (10) days' prior written notice of the time and place of any sale or
other intended disposition of any of the Collateral constitutes "reasonable
notification" within the meaning of Section 9-504(3) of the Uniform Commercial
Code (or any successor provision from time to time in effect) except that
shorter or no notice shall be reasonable as to any Collateral which is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market. The notice (if any) of such sale shall (1) in case
of a public sale, state the time and place fixed for such sale, and (2) in the
case of a private sale, state the day after which such sale may be consummated.
Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Lender may fix in the notice
of such sale. At any such sale the Collateral may be sold in one lot as an
entirety or in separate parcels, as the Lender may determine. The Lender shall
not be obligated to make any such sale pursuant to any such notice. The Lender
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which the
same may be so adjourned. In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so sold may be
retained by the Lender until the selling price is paid by the purchaser thereof,
but the Lender shall not incur any liability in case of the failure of such
purchaser to take up and pay for the Collateral so sold and, in case of any such
failure, such Collateral may again be sold upon like notice.
Stock Pledge and Security Agreement -- Page 5 of 10
(B) The Lender, instead of exercising the power of sale herein
conferred upon it, may proceed by a suit or suits at law or in equity to
foreclose the security interests and sell the Collateral, or any portion
thereof, under a judgment or decree of a court or courts of competent
jurisdiction. For the purposes of Louisiana executory process procedures, the
Grantor does hereby confess judgment in favor of the Lender for the full amount
of the Indebtedness. The Grantor does by these presents consent, agree and
stipulate that upon the occurrence of an Event of Default it shall be lawful for
the Lender, and the Grantor does hereby authorize the Lender, to cause all and
singular the Collateral to be seized and sold under executory or ordinary
process, at the Lender's sole option, without appraisement, appraisement being
hereby expressly waived, as an entirety or in parcels as the Lender may
determine, to the highest bidder, and otherwise exercise the rights, powers and
remedies afforded herein and under applicable Louisiana law. For the purposes of
Louisiana executory process procedures, any and all declarations of fact made by
authentic act before a Notary Public in the presence of two witnesses by a
person declaring that such facts lie within his knowledge shall constitute
authentic evidence of such facts for the purpose of executory process. The
Grantor hereby waives in favor of the Lender: (a) the benefit of appraisement as
provided in Louisiana Code of Civil Procedure Articles 2332, 2336, 2723 and
2724, and all other laws conferring the same; (b) the demand and three days'
delay accorded by Louisiana Code of Civil Procedure Articles 2639 and 2721; (c)
the notice of seizure required by Louisiana Code of Civil Procedure Articles
2293 and 2721; (d) the three days' delay provided by Louisiana Code of Civil
Procedure Articles 2331 and 2722; and (e) the benefit of the other provisions of
Louisiana Code of Civil Procedure Articles 2331, 2722 and 2723, not specifically
mentioned above.
(C) The Grantor recognizes that the Lender may be unable to
effect a public sale of all or part of the Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, as amended, and applicable
state securities laws but may be compelled to resort to one or more private
sales to a restricted group of purchasers who will be obligated to agree, among
other things, to acquire all or a part of the Collateral for their own account,
for investment, and not with a view to the distribution or resale thereof. If
the Lender deems it advisable to do so for the foregoing or for other reasons,
the Lender is authorized to limit the prospective bidders on or purchasers of
any of the Collateral to such a restricted group of purchasers and may cause to
be placed on certificates for any or all of the Collateral a legend to the
effect that such security has not been registered under the Securities Act of
1933, as amended, and may not be disposed of in violation of the provision of
said act, and to impose such other limitations or conditions in connection with
any such sale as the Lender deems necessary or advisable in order to comply with
said act or any other securities or other laws. The Grantor acknowledges and
agrees that any private sale so made may be at prices and on other terms less
favorable to the seller than if such Collateral were sold at public sale and
that the Lender has no obligation to delay the sale of such Collateral for the
period of time necessary to permit the registration of such Collateral for
public sale under any securities laws. The Grantor agrees that a private sale or
sales made under the foregoing circumstances shall be deemed to have been made
in a commercially reasonable manner. If any consent, approval, or authorization
of any federal, state, municipal or other governmental department, agency or
authority should be necessary to effectuate any sale or other disposition of the
Collateral, or any partial sale or other disposition of the Collateral, the
Grantor will execute all applications and other instruments as may be required
in connection with securing any such consent, approval or authorization and will
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otherwise use its best efforts to secure same. In addition, if the Collateral is
disposed of pursuant to Rule 144, the Grantor agrees to complete and execute a
Form 144, or comparable successor form, at the Lender's request; and the Grantor
agrees to provide any material adverse information in regard to the current and
prospective operations of any corporation whose stock constitutes all or a
portion of the Collateral of which the Grantor has knowledge and which has not
been publicly disclosed, and the Grantor hereby acknowledges that the Grantor's
failure to provide such information may result in criminal and/or civil
liability.
(D) In addition, to the extent permitted by applicable law,
the Grantor hereby unconditionally and irrevocably authorizes and instructs
CCBM, upon the occurrence and continuance of an Event of Default, to transfer
record ownership of the Collateral to the Lender. Notice of said occurrence and
continuance of an Event of Default to CCBM shall be the issuance of a written
notification thereof by the Lender to CCBM.
(E) Application of Proceeds. All payments received by the
Lender hereunder shall be applied by the Lender to payment of the Indebtedness
in the following order unless a court of competent jurisdiction shall otherwise
direct:
(i) FIRST, to payment of all costs and expenses of the
Lender incurred in connection with the collection and enforcement of
the Indebtedness or of any security interest granted to the Lender in
connection with any collateral securing the Indebtedness;
(ii) SECOND, to payment of that portion of the
Indebtedness constituting accrued and unpaid interest and fees, to the
Lender and its affiliates in accordance with the amount of such accrued
and unpaid interest and fees owing to each of them;
(iii) THIRD, to payment of the principal outstanding
under the Revolving Note and any amount due by the Grantor to Lender
(or any affiliate of Lender) under Rate Management Transactions (to the
extent constituting Indebtedness); and
(iv) FOURTH, to payment of any remaining Indebtedness.
SECTION 7. LIMITATION ON DUTY. Beyond the exercise of reasonable care
in the custody thereof, the Lender shall have no duty as to any Collateral in
its possession or control or in the possession or control of any Lender or
bailee or any income thereon. The Lender shall be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
its own property, and shall not be liable or responsible for any loss or damage
to any of the Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any broker or other Lender or bailee selected by the
Lender in good faith. The Lender shall be deemed to have exercised reasonable
care with respect to any of the Collateral in its possession if the Lender takes
such action for that purpose as the Grantor shall reasonably request in writing;
but no failure to comply with any such request shall, of itself, be deemed a
failure to exercise reasonable care.
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SECTION 8. APPOINTMENT OF AGENT. At any time or times, in order to
comply with any legal requirement in any jurisdiction, the Lender may appoint a
bank or trust company or one or more other Persons with such power and authority
as may be necessary for the effectual operation of the provisions hereof and may
be specified in the instrument of appointment.
SECTION 9. REVISED ARTICLE 9. Grantor hereby confirms that by signing
this Agreement, that Grantor has authenticated this Agreement, within the
meaning of revised Chapter 9 of the Uniform Commercial Code-Secured Transactions
(La. R.S. 10:9-101 et seq.) and Revised Article 9 of the Uniform Commercial Code
as now or hereafter in effect in any jurisdiction ("Revised Article 9"). This
Agreement shall constitute full authorization in favor of the Agent to file
appropriate financing statements, initial or "in lieu" financing statements,
continuation statements, and statements of amendment, with or without Grantor's
signature, as may be necessary or advisable to perfect and maintain the
perfection and priority of the security interest granted to the Lender in this
Agreement, including any such filings containing such information required by
Part 5 of Revised Article 9 for the sufficiency or filing office acceptance of
any financing statement, continuation statement or amendment, including whether
Grantor is an organization, the type of organization and any organization number
issued to the Grantor. Grantor shall furnish such information to Lender upon
Lender's request. Any such financing statements, continuation statements or
amendments may be signed by Lender on Grantor's behalf. Any such filings by an
Lender may be by delivery of originals or photocopies, by electronic
communication, or such other authorized form of communication as may be
permitted under then
SECTION 10. EXPENSES. In the event that the Grantor fails to comply
with any provisions of the Credit Agreement or this Agreement, such that the
value of any Collateral or the validity, perfection, rank or value of any
security interest hereunder is thereby diminished or potentially diminished or
put at risk, the Lender may upon reasonable prior notice, but shall not be
required to, effect such compliance on behalf of the Grantor, and the Grantor
shall reimburse the Lender for the costs thereof on demand. All insurance
expenses and all expenses of protecting, storing, appraising, preparing for
sale, handling, maintaining and shipping the Collateral, any and all excise,
property, sales, and use taxes imposed by any federal, state or local authority
on any of the Collateral, all expenses in respect of periodic appraisals and
inspections of the Collateral to the extent the same may be reasonably requested
from time to time, and all expenses in respect of the sale or other disposition
thereof shall be borne and paid by the Grantor, and if the Grantor fails to
promptly pay any portion thereof when due, the Lender may, at its option, but
shall not be required to, pay the same and charge the Grantor's account
therefor, and the Grantor agrees to reimburse the Lender therefor on demand. All
sums so paid or incurred by the Lender for any of the foregoing and any and all
other sums for which the Grantor may become liable hereunder and all costs and
expenses (including reasonable attorneys' fees, legal expenses and court costs)
incurred by the Lender in enforcing or protecting any of the rights or remedies
under this Agreement, together with interest thereon until paid at the rate
equal the then highest rate of interest charged on the principal of any of the
Indebtedness due under the Revolving Note plus one percent (1%), shall be
additional Indebtedness hereunder and the Grantor agrees to pay all of the
foregoing sums promptly on demand.
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SECTION 11. TERMINATION. Upon the payment in full of the Indebtedness,
the termination of the Credit Agreement (and all obligations of the Lender
thereunder), the termination of all Lender's obligations to extend Loans to the
Borrower, the termination of all Rate Management Transactions (to the extent
constituting Indebtedness), and the payment of all Rate Management Transaction
obligations (to the extent constituting Indebtedness), this Agreement shall
terminate. Upon request of the Grantor, the Lender shall deliver the remaining
Collateral (if any) to the Grantor.
SECTION 12. NOTICES. Any notice or demand which, by provision of this
Agreement, is required or permitted to be given or served to the Grantor, the
Lender, and/or CCBM shall be deemed to have been sufficiently given and served
for all purposes if made in accordance with the Credit Agreement.
SECTION 13. AMENDMENT. Neither this Agreement nor any provisions hereof
may be changed, waived, discharged or terminated orally or in any manner other
than by an instrument in writing signed by the party against whom enforcement of
the change, waiver, discharge or termination is sought.
SECTION 14. WAIVERS. No course of dealing on the part of the Lender,
its officers, employees, consultants or agent, nor any failure or delay by the
Lender with respect to exercising any of its rights, powers or privileges under
this Agreement shall operate as a waiver thereof.
SECTION 15. CUMULATIVE RIGHTS. The rights and remedies of the Lender
under this Agreement shall be cumulative and the exercise or partial exercise of
any such right or remedy shall not preclude the exercise of any other right or
remedy.
SECTION 16. TITLES OF SECTIONS. All titles or headings to sections of
this Agreement are only for the convenience of the parties and shall not be
construed to have any effect or meaning with respect to the other content of
such sections, such other content being controlling as to the agreement between
the parties hereto.
SECTION 17. GOVERNING LAW. This Agreement is a contract made under and
shall be construed in accordance with and governed by the laws of the United
States of America and the State of Louisiana.
SECTION 18. SUCCESSORS AND ASSIGNS. All covenants and agreements made
by or on behalf of the Grantor in this Agreement shall bind Grantor's successors
and assigns and shall inure to the benefit of the Lender and its successors and
assigns. This Agreement is for the benefit of the Lender and for such other
Person or Persons as may from time to time become or be the holders of any of
the Indebtedness, and this Agreement shall be transferable with the same force
and effect and to the same extent as the Indebtedness may be transferable, it
being understood that, upon the transfer or assignment by the Lender of any of
the Indebtedness, the legal holder of such Indebtedness shall have all of the
rights granted to the Lender under this Agreement. Grantor specifically agrees
that upon any transfer of the Indebtedness, the Lender may transfer and deliver
the Collateral to the transferee of such Indebtedness and the Collateral shall
secure any and all of the Indebtedness in favor of such a transferee, that such
transfer of the Collateral shall not affect the
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priority and ranking thereof, and that the Collateral shall secure with
retroactive rank the then existing Indebtedness of the Grantor to the transferee
and any and all Indebtedness thereafter arising. After any such transfer has
taken place, the Lender shall be fully discharged from any and all future
liability and responsibility to the Grantor with respect to the Collateral and
the transferee thereafter shall be vested with all the powers, rights and duties
with respect to the Collateral.
SECTION 19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof, each counterpart shall be
deemed an original, but all of which when taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the Grantor and the Lender have caused this
Agreement to be duly executed as of the date first above written.
GRANTOR:
CARRIZO OIL & GAS, INC.
By:
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Name: Frank Wojtek
Title: Vice President and Chief Financial
Officer
LENDER:
HIBERNIA NATIONAL BANK
By:
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Name: David R. Reid
Title: Senior Vice President
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