EXHIBIT 3.8
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT is dated as of July 9, 2002
(this "Amendment"), by and among CARRIZO OIL & GAS, INC., a Texas corporation
(the "Borrower"), CCBM, INC., a Delaware corporation (the "Guarantor") and
HIBERNIA NATIONAL BANK, a national banking association (the "Lender").
WITNESSETH:
WHEREAS, Borrower, Guarantor and Lender have heretofore entered into
that certain Credit Agreement dated as of May 24, 2002 (the "Credit Agreement"),
pursuant to which Lender established in favor of Borrower certain credit
facilities more fully described therein; and
WHEREAS, the lessors under the Delta Farms oil, gas and mineral leases
mortgaged by Borrower to secure its indebtedness to Lender under the Credit
Agreement (the "Delta Farms Lessors") have requested that Borrower cause Lender
to provide the Delta Farms Lessors with copies of any notices of the occurrence
of any Event of Default under the Credit Agreement which Lender may choose or be
required to send to Borrower and/or Guarantor pursuant to the Credit Agreement;
and
WHEREAS, pursuant to Borrower's request, Lender has agreed to provide
the Delta Farms Lessors with copies of any such notices of the occurrence of any
Event of Default under the Credit Agreement subject to the terms and conditions
set forth herein, and upon the condition that the notice provisions of the
Credit Agreement be revised to require the sending of a copy of any such notices
to the Delta Farms Lessors.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants hereinafter set forth and intending to be legally bound hereby, agree
as follows:
1. DEFINED TERMS. Capitalized terms used herein which are defined in
the Credit Agreement are used herein with such defined meanings.
2. AUTHORIZATION TO PROVIDE DEFAULT NOTICES; AMENDMENT TO CREDIT
AGREEMENT.
(a) Borrower and Guarantor hereby authorize and direct Lender to
provide the Delta Farms Lessors with a copy of any notice of the occurrence of
any Event of Default which Lender may choose or be required to send to Borrower
and/or Guarantor under the Credit Agreement. Borrower and Guarantor hereby
release Lender and hold Lender harmless from any liability occasioned by the
giving of or the failure to give any such notice, it being understood that
Lender shall use its best efforts to provide such notice to the Delta Farms
Lessors, but shall have no obligation or liability to Delta Farms Lessors for
its failure to do so. Under no circumstances
shall Delta Farms Lessors be considered as a third party beneficiary of the
Credit Agreement or of this Amendment.
(b) Section 15.2 of the Credit Agreement is hereby amended and restated
to read in its entirety as follows:
SECTION 15.2. ADDRESSES FOR NOTICES. All notices and
communications provided for hereunder shall be in writing and, shall be
mailed, by certified mail, return receipt requested, or delivered as
set forth below unless any person named below shall notify the others
in writing of another address, in which case notices and communications
shall be mailed, by certified mail, return receipt requested, or
delivered to such other address.
If to the Lender
Hibernia National Bank
213 W. Vermilion Street
Lafayette, LA 70502
Attn: David Reid
If to the Borrower:
Carrizo Oil & Gas , Inc.
14701 St. Mary's Lane
Suite 800
Houston, TX 77079
Attn: Frank A. Wojtek
With a copy of any notice of an Event of Default which is sent to
Borrower also being sent contemporaneously therewith to:
Patricia Jones Edgerton, et al
C/o Ethan A. Miller
202 East High Street
P.O. Box 1285
Charlottesville, VA 22902
If to the Guarantor:
CCBM, Inc.
14701 St. Mary's Lane
Suite 800
Houston, TX 77079
Attn: Frank A. Wojtek
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3. GOVERNING LAW: COUNTERPARTS. The Amendment shall be governed by and
construed in accordance with the laws of the State of Louisiana. This Amendment
may be executed in any number of counterparts, all of which counterparts, when
taken together, shall constitute one and the same instrument.
4. CONTINUED EFFECT. Except as expressly modified herein, the Credit
Agreement shall continue in full force and effect. The Credit Agreement as
amended herein is hereby ratified and confirmed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date hereinabove provided by the authorized
officers each hereunto duly authorized.
BORROWER:
CARRIZO OIL & GAS, INC.
A TEXAS CORPORATION
By:
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Name: Frank Wojtek
Title: Vice President and Chief Financial
Officer
GUARANTOR:
CCBM, INC.
A DELAWARE CORPORATION
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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