EXHIBIT 99.3
CONSENT
Consent dated as of June 7, 2004 this "Consent") among Carrizo Oil &
Gas, Inc., a Texas corporation (the "Borrower"), CCBM, Inc., a Delaware
corporation (the "Guarantor") and Hibernia National Bank (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantor and the Lender are parties to that
certain Amended and Restated Credit Agreement dated as of December 17, 2002 as
amended by First Amendment thereto dated June 13, 2003 (as so amended, the
"Credit Agreement");
WHEREAS, the Borrower and the initial investors thereunder have
heretofore entered into that certain Securities Purchase Agreement dated as of
December 15, 1999 (the "Securities Purchase Agreement");
WHEREAS, the Borrower and the investors party thereto have agreed to
amend the Securities Purchase Agreement pursuant to that certain First Amendment
to Securities Purchase Agreement, a copy of which is attached hereto as Exhibit
A (the "First Amendment"); and
WHEREAS, pursuant to the terms hereof the Lender has consented to the
execution, delivery and performance of the First Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Consent. Lender hereby consents to the execution, delivery and
performance of the First Amendment, including without limitation: (i) the
election of the Borrower to defer interest payments pursuant to the terms
thereof, (ii) the extension of the "Final Maturity Date" (as defined
therein), (iii) the formation of any "Special Purpose Subsidiary" (as
defined therein) as a non-guarantor of the Credit Agreement and the
contribution of assets thereto (which assets shall not be Collateral), and
(iv) the incurrence of "Project Finance Debt" (as defined therein) but
subject to the limitation contained in Section 13.5(c) of the Credit
Agreement, and Liens securing such Project Finance Debt, all pursuant to
the terms and conditions of the Securities Purchase Agreement as amended
by the First Amendment.
2. Miscellaneous. Except as expressly set forth herein, the Credit
Agreement remains in full force and effect in accordance with its terms
and nothing contained herein shall be deemed (i) to be a waiver,
amendment, modification or other
change of any term, condition or provision of the Credit Agreement (or a
consent to any such waiver, amendment, modification or other change), (ii)
to be a consent to any transaction, or (iii) to entitle the Borrower to a
waiver, amendment, modification or other change of any term, condition or
provision of the Credit Agreement (or a consent to any such waiver,
amendment modification or other change), or to a consent, in the future in
similar or different circumstances. Any and all notices, requests,
certificates and other instruments executed and delivered after the
execution and delivery of this Consent may refer to the Credit Agreement
without making specific reference to this Consent but nevertheless all
such references shall be deemed to include this Consent unless the context
otherwise requires. This Consent shall be governed by and construed in
accordance with the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWER:
CARRIZO OIL & GAS, INC.
A TEXAS CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
GUARANTOR:
CCBM, INC.
A DELAWARE CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Chief
Financial Officer
LENDER:
HIBERNIA NATIONAL BANK
By: /s/ Xxxxx Xxxx
----------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
