SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT is
dated and effective as of April 27, 2005 (this "Second 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, individually as a Lender and as Administrative Agent, and
UNION BANK OF CALIFORNIA, N.A., a national banking association, individually as
a Lender and as Co-Agent.
RECITALS:
1. The Borrower, the Guarantor, the Agent, and the Lenders have heretofore
entered into that certain Second Amended and Restated Credit Agreement dated as
of September 30, 2004, as amended by First Amendment thereto dated as of October
29, 2004 (as so amended, the "Agreement"), pursuant to which the Lenders
established in favor of Borrower a Line of Credit as more fully described
therein.
2. All Loans by the Lenders to the Borrower are guaranteed by the
Guarantor.
3. The parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants hereinafter set forth and intending to be legally bound hereby, do
hereby amend and supplement the Agreement as follows:
A. DEFINED TERMS. Capitalized terms used herein which are defined in the
Agreement are used herein with such defined meanings, as said definitions may be
amended and/or supplemented by this Second Amendment.
B. REVISION TO DEFINED TERMS.
1. The following new definition is hereby added to Section 1.1 of the
Agreement:
"SECOND AMENDMENT" shall mean that certain Second Amendment
to Second Amended and Restated Credit Agreement dated as of
April 27, 2005, by and among the Borrower, the Guarantor,
the Agent, and the Lenders.
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C. RESTATEMENT OF SECTION 12.8(d). Section 12.8(d) of the Agreement is
hereby deleted in its entirety and restated as follows:
(d) MINIMUM SHAREHOLDER'S EQUITY. The Borrower shall
maintain at all times a minimum shareholder's equity of not
less than:
Commencing December 31, 2004: $108,773,000 plus (i) 100% of
all common and preferred equity contributed by shareholders
of Borrower subsequent to December 31, 2004, plus (ii) 50%
of all positive earnings occurring subsequent to December
31, 2004.
For purposes of this covenant, the calculation of Borrower's
"shareholder's equity" will exclude the effects, if any, of
ceiling test write-downs pursuant to Regulation SX4.10 of
the Securities and Exchange Commission.
D. RESTATEMENT OF SECTION 13.6(e). Part (e) of Section 13.6 of the
Agreement is hereby deleted in its entirety and restated as follows:
(e) Loans by the Borrower to the Guarantor and any other
Subsidiary of Borrower that is a guarantor of the
Indebtedness and/or capital contributions and/or investments
by the Borrower in the Guarantor and any other Subsidiary of
Borrower that is a guarantor of the Indebtedness; provided,
however, the following loans, investments, and/or capital
contributions are excluded from this part (e): loans,
investments, and/or capital contributions by the Borrower to
the Guarantor and/or any other Subsidiary of Borrower that
is a guarantor of the Indebtedness, if the Guarantor or
other said Subsidiary uses the proceeds of such loan,
contribution or investment to invest in Pinnacle Gas
Resources, Inc. or any other entity in which the Borrower,
the Guarantor or other said Subsidiary owns an equity
interest.
E. CONFIRMATION OF RELATED DOCUMENTS. It is the intention of the parties
that all of the liens, privileges, priorities, and equities existing and to
exist under and in accordance with the terms of the Related Documents are hereby
renewed, extended, and carried forward as security for the Indebtedness. In
addition, the Guarantor hereby confirms its guaranty of the Indebtedness, which
guaranty is evidenced by that certain Commercial Guaranty dated September 30,
2004 by Guarantor in favor of Agent.
F. REPRESENTATIONS; NO DEFAULT. On and as of the date of this Second
Amendment, and after giving effect to this Second Amendment, the Borrower and
the Guarantor confirm, reaffirm, and restate the representations and warranties
set forth in the Agreement and the Loan Documents; provided, that each reference
to the Agreement herein shall be deemed to include the Agreement as amended by
this Second Amendment.
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G. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the Lender
for all legal fees and expenses of counsel to the Agent in connection with the
transactions contemplated by this Second Amendment.
H. AMENDMENTS. The Agreement and this Second Amendment are credit or loan
agreements as described in LA. R.S. 6:ss.1121, et seq. There are no oral
agreements between the Agent and Lenders and the Borrower and/or Guarantor. The
Agreement, as amended by this Second Amendment, and the other Loan Documents set
forth the entire agreement of the parties with respect to the subject matter
hereof and supersede all prior written and oral understandings between the
Borrower, the Guarantor, the Agent, and the Lenders, with respect to the matters
herein and therein set forth. The Agreement, as amended by this Second
Amendment, cannot be modified or amended except by a writing signed and
delivered by the Borrower, the Guarantor, the Agent and the Lenders.
I. WAIVER OF DEFENSES. In consideration of the Lenders' execution of this
Second Amendment, the Borrower and Guarantor do hereby irrevocably waive any and
all claims and/or defenses to payment on any indebtedness arising under the
Agreement and owed by any of them to the Lender that may exist as of the date of
execution of this Second Amendment.
J. GOVERNING LAW: Counterparts. The Second Amendment shall be governed by
and construed in accordance with the laws of the State of Louisiana. This Second
Amendment may be executed in any number of counterparts, all of which
counterparts, when taken together, shall constitute one and the same instrument.
K. CONTINUED EFFECT. Except as expressly modified herein, the Agreement
shall continue in full force and effect. The Agreement as amended herein is
hereby ratified and confirmed by the parties hereto.
L. RELIANCE ON CORPORATE RESOLUTIONS. The Borrower and the Guarantor hereby
certify to the Lenders that the resolutions delivered in connection with the
Agreement remain in effect, and that Paul F. Boling is authorized to execute
this Second Amendment on behalf of Borrower and Guarantor.
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IN WITNESS WHEREOF, the parties hereto have caused this Second 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: /s/ Paul F. Boling
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Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Guarantor:
CCBM, INC.
a Delaware corporation
By: /s/ Paul F. Boling
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Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Agent:
HIBERNIA NATIONAL BANK, as Agent
By: /s/ David R. Reid
-----------------
Name: David R. Reid
Title: Senior Vice President
Lenders:
HIBERNIA NATIONAL BANK
By: /s/ David R. Reid
-----------------
Name: David R. Reid
Title: Senior Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Damien Meiburger
--------------------
Name: Damien Meiburger
Title: Senior Vice President