NINTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT
10.1
NINTH
AMENDMENT TO CREDIT AGREEMENT
NINTH AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”) dated as
of April 30, 2009, by and among CARRIZO OIL & GAS, INC., a Texas corporation
(“Borrower”),
certain SUBSIDIARIES OF BORROWER, as Guarantors (in such capacity, “Guarantors”), the
LENDERS party hereto (the “Lenders”), and
GUARANTY BANK, as administrative agent for the Lenders (in such capacity, the
“Administrative
Agent”). Unless otherwise expressly defined herein,
capitalized terms used but not defined in this Amendment have the meanings
assigned to such terms in the Credit Agreement (as defined below).
WITNESSETH:
WHEREAS, Borrower, Guarantors,
the Administrative Agent and certain Lenders have entered into that certain
Credit Agreement, dated as of May 25, 2006 (as the same has been and may
hereafter be amended, restated, supplemented or otherwise modified from time to
time, the “Credit
Agreement”); and
WHEREAS, Borrower has
requested that the Administrative Agent and the Lenders (a) increase the
Borrowing Base and (b) amend the Credit Agreement (i) to increase the Aggregate
Commitment, and (ii) for certain other purposes as provided herein;
and
WHEREAS, the Administrative
Agent and the Lenders have agreed to (a) increase the Borrowing Base and (b)
amend the Credit Agreement as provided herein, in each case, upon the terms and
conditions set forth herein.
NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the parties hereto hereby agree as
follows:
SECTION
1. Amendments to Credit
Agreement. Subject to the satisfaction or waiver in writing of
each condition precedent set forth in Section 4 of
this Amendment, and in reliance on the representations, warranties, covenants
and agreements contained in this Amendment, the Credit Agreement shall be
amended in the manner provided in this Section 1.
1.1 Additional
Definitions. The following definitions shall be and they
hereby are added to Section 1.01 of the
Credit Agreement in appropriate alphabetical order:
“Ninth Amendment Effective
Date” means April 30, 2009.
1.2 Amended
Definition. The following definition in Section 1.01 of
the Credit Agreement shall be and it hereby is amended in its entirety to read
as follows:
“Aggregate Commitment”
means, as of the Ninth Amendment Effective Date, $255,000,000 and thereafter as
such amount may be reduced or increased from time to time pursuant to Section
2.02 and Section 2.02A and as a result of changes in the Borrowing Base;
provided that such amount shall not at any time exceed the lesser of (i) the
Maximum Facility Amount and (ii) the Borrowing Base then in effect. If at any time
the Borrowing Base is reduced below the Aggregate
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Amendment to Credit Agreement - Page 1
Commitment,
the Aggregate Commitment shall be reduced automatically to the amount of the
Borrowing Base in effect at such time.
1.3 Reserve Report; Proposed Borrowing
Base. Section 3.01 of
the Credit Agreement shall be and it hereby is amended in its entirety to read
as follows:
Section
3.01. Reserve
Report; Proposed Borrowing Base. During the period from the
Ninth Amendment Effective Date until the first Redetermination after the Ninth
Amendment Effective Date, the Borrowing Base shall be
$290,000,000. As soon as available and in any event by February 28
and August 31 of each year, beginning August 31, 2009, the Borrower shall
deliver to the Administrative Agent and each Lender a Reserve Report, prepared
as of the immediately preceding December 31 and June 30, respectively, in form
and substance reasonably satisfactory to the Administrative Agent and prepared
by an Approved Petroleum Engineer (or, in the case of any Reserve Report other
than the Reserve Report due on February 28 of each year, by petroleum engineers
employed by the Borrower or its Subsidiaries or an Approved Petroleum Engineer)
together with such other information, reports and data concerning the value of
the Borrowing Base Properties as the Administrative Agent shall deem reasonably
necessary to determine the value of such Borrowing Base
Properties. Simultaneously with the delivery to the Administrative
Agent and the Lenders of each Reserve Report, the Borrower shall submit to the
Administrative Agent and each Lender the Borrower’s requested amount of the
Borrowing Base as of the next Redetermination Date. Promptly after
the receipt by the Administrative Agent of such Reserve Report and Borrower’s
requested amount for the Borrowing Base, the Administrative Agent shall submit
to the Lenders a recommended amount of the Borrowing Base and, with respect to
any Redetermination prior to the Conforming Date, the Conforming Borrowing Base
as of the next Redetermination Date; provided that no Redetermination of the
Conforming Borrowing Base shall be required on or after the Conforming
Date.
1.4 Capitalization. Section 4.13 of the
Credit Agreement shall be and it hereby is amended by deleting the phrase
“Seventh Amendment Effective Date” located therein and substituting in lieu
thereof the phrase “Ninth Amendment Effective Date”.
1.5 Restricted
Subsidiaries. Section 6.13 of the
Credit Agreement shall be and it hereby is amended by deleting the phrase
“Seventh Amendment Effective Date” located in clause (a) therein and
substituting in lieu thereof the phrase “Ninth Amendment Effective
Date”.
1.6 Waivers;
Amendments. Clause (b) of Section 11.02(b) of the Credit
Agreement shall be and it hereby is amended in its entirety to read as
follows:
(b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Credit Parties and the Required Lenders or by the Credit Parties and the
Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall (1) increase the Borrowing Base or, at any
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Amendment to Credit Agreement - Page 2
time
prior to the Conforming Date, the Conforming Borrowing Base without the written
consent of each Lender, (2) increase the Applicable Percentage or Commitment of
any Lender without the written consent of such Lender, (3) increase the Maximum
Facility Amount without the written consent of each Lender, (4) reduce the
principal amount of any Loan or LC Disbursement or reduce the specified rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (5) decrease the Monthly Reduction
without the written consent of each Lender, (6) postpone the scheduled date of
payment of the principal amount of any Loan or LC Disbursement, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any of the
Commitments, without the written consent of each Lender affected thereby, (7)
change Section 2.17(b) or Section 2.17(c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each
Lender, (8) except in connection with any sales, transfers, leases or other
Dispositions permitted in Section 7.04, release any Credit Party from its
obligations under the Loan Documents or release any of the Collateral, or (9)
change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent or the Issuing Bank hereunder without the prior written
consent of the Administrative Agent or the Issuing Bank, as the case may
be. Notwithstanding anything to the contrary herein, no Defaulting
Lender shall have any right to approve or disapprove any amendment, waiver or
consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender.
1.7 Amendment to
Schedules. Schedule 2.01 and
Schedule 4.13
to the Credit Agreement shall be and they hereby are amended in their respective
entireties and replaced with Schedule 2.01 and
Schedule 4.13
attached hereto.
SECTION
2. Redetermined Borrowing
Base. This Amendment shall constitute notice of the
Redetermination of the Borrowing Base pursuant to Section 3.06 of
the Credit Agreement, and the Administrative Agent, the Lenders and the Borrower
hereby acknowledge that, effective as of Ninth Amendment Effective Date, the
Borrowing Base is $290,000,000 and the Monthly Reduction is $0.00.
SECTION 3. Reallocation and Increase
of Commitments. The Lenders have agreed among themselves to
reallocate their respective Applicable Percentages of the Aggregate Commitment,
and to, among other things, allow certain financial institutions to increase
their respective Commitments under the Credit Agreement (each, an “Increasing
Lender”). The Administrative Agent and the Borrower hereby
consent to such reallocation and to the increase of each Increasing Lender’s
Commitment. On the Ninth Amendment Effective Date and after giving
effect to such reallocation and increase of the Aggregate Commitment, the
Commitment and
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Applicable
Percentage of each Lender shall be as set forth on Schedule 2.01 to this
Amendment. Each Lender hereby consents to the Applicable Percentages
and Commitments set forth on Schedule 2.01 to this
Amendment. Any reallocation among the Lenders shall be deemed to have
been consummated pursuant to the terms of the Assignment and Assumption attached
as Exhibit A to the
Credit Agreement as if such Lenders had executed an Assignment and Assumption
with respect to such reallocation. The Borrower and the
Administrative Agent hereby consent to such reallocation. To the
extent requested by any Lender in accordance with Section 2.15 of the
Credit Agreement, the Borrower shall pay to such Lender, within the time period
prescribed by Section
2.15 of the Credit Agreement, any amounts required to be paid by the
Borrower under Section
2.15 of the Credit Agreement in the event the payment of any principal of
any Eurodollar Loan or the conversion of any Eurodollar Loan other than on the
last day of an Interest Period applicable thereto is required in connection with
the reallocation contemplated by this Section
3.
SECTION
4. Conditions. The
amendments to the Credit Agreement contained in Section 1 of this
Amendment, the Redetermination of the Borrowing Base contained in Section 2 of this
Amendment, and the reallocation and increase of Commitments contained in Section 3 of this
Amendment shall become effective upon the satisfaction of each of the conditions
set forth in this Section 4.
4.1 Execution and
Delivery. Each Credit Party, the Lenders, and the
Administrative Agent shall have executed and delivered this
Amendment.
4.2 No Default. No
Default shall have occurred and be continuing or shall result from the
effectiveness of this Amendment.
4.3 Fees. Borrower
shall have paid to the Administrative Agent all fees due and payable under the
Fee Letter at the time this Amendment becomes effective.
4.4 Authorization and Good
Standing. The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
each Credit Party, the authorization of this Amendment and any other legal
matters relating to the Credit Parties or this Amendment, all in form and
substance reasonably satisfactory to the Administrative Agent and its
counsel.
4.5 Other
Documents. The Administrative Agent shall have received such
other instruments and documents incidental and appropriate to the transaction
provided for herein as the Administrative Agent or its special counsel may
reasonably request prior to the date hereof, and all such documents shall be in
form and substance reasonably satisfactory to the Administrative
Agent.
SECTION
5. Representations and Warranties of
Credit Parties. To induce the Lenders to enter into this
Amendment, each Credit Party hereby represents and warrants to the Lenders as
follows:
5.1 Reaffirmation of Representations
and Warranties/Further Assurances. After giving effect to the
amendments herein, each representation and warranty of such Credit
Party
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contained
in the Credit Agreement or in any of the other Loan Documents is true and
correct in all material respects as of the date hereof (except to the extent
such representations and warranties specifically refer to an earlier date, in
which case such representations and warranties shall be true and correct in all
material respects as of such earlier date and taking into account any amendments
to the schedules or exhibits as a result of any disclosures made in writing by
such Credit Party to the Administrative Agent after the Effective Date and
approved by the Administrative Agent and the Required Lenders in
writing).
5.2 Corporate Authority; No
Conflicts. The execution, delivery and performance by such
Credit Party (to the extent a party hereto or thereto) of this Amendment and all
documents, instruments and agreements contemplated herein are within such Credit
Party’s corporate or other organizational powers, have been duly authorized by
all necessary action, require no action by or in respect of, or filing with, any
court or agency of government and do not violate or constitute a default under
any provision of any applicable law or other agreements binding upon such Credit
Party or result in the creation or imposition of any Lien upon any of the assets
of such Credit Party except for Permitted Liens and otherwise as permitted in
the Credit Agreement.
5.3 Enforceability. This
Amendment has been duly executed and delivered by each Credit Party and
constitutes the valid and binding obligation of such Credit Party enforceable in
accordance with its terms, except as (i) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditor’s rights
generally, and (ii) the availability of equitable remedies may be limited
by equitable principles of general application.
5.4 No Default. As of
the date hereof, both before and immediately after giving effect to this
Amendment, no Default or Event of Default has occurred and is
continuing.
SECTION
6. Miscellaneous.
6.1 Reaffirmation of Loan Documents and
Liens. Any and all of the terms and provisions of the Credit
Agreement and the Loan Documents shall, except as amended and modified hereby,
remain in full force and effect and are hereby in all respects ratified and
confirmed by each Credit Party. Each Credit Party hereby agrees that
nothing contained in this Amendment shall in any manner affect or impair the
liabilities, duties and obligations of such Credit Party under the Credit
Agreement and the other Loan Documents or the Liens securing the payment and
performance thereof.
6.2 Parties in
Interest. All of the terms and provisions of this Amendment
shall bind and inure to the benefit of the parties hereto and their respective
successors and assigns.
6.3 Legal
Expenses. Each Credit Party hereby agrees to pay all
reasonable fees and expenses of special counsel to the Administrative Agent
incurred by the Administrative Agent in connection with the preparation,
negotiation and execution of this Amendment and all related
documents.
6.4 Further
Assurances. Each Credit Party covenants and agrees from time
to time, as and when requested by the Administrative Agent or the Lenders, to
execute and deliver or cause to be executed or delivered, all such documents,
instruments and agreements and to take or
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cause to
be taken such further or other action as Administrative Agent or the Lenders, as
the case may be, may reasonably deem necessary or desirable in order to carry
out the intent and purposes of this Amendment.
6.5 Counterparts. This
Amendment may be executed in one or more counterparts and by different parties
hereto in separate counterparts each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document. Delivery of
photocopies of the signature pages to this Amendment by facsimile or electronic
mail shall be effective as delivery of manually executed counterparts of this
Amendment.
6.6 Headings. The
headings, captions and arrangements used in this Amendment are, unless specified
otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Amendment, nor affect the meaning thereof.
6.7 Governing Law. This
Amendment shall be construed in accordance with and governed by the law of the
State of Texas.
6.8 Complete
Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
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IN WITNESS WHEREOF, the
parties have caused this Amendment to be duly executed by their respective
authorized officers to be effective as of the date first above
written.
BORROWER:
CARRIZO
OIL & GAS, INC.
By:
/s/Xxxx X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Title:
Vice President and Chief Financial Officer
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GUARANTORS:
CCBM,
INC.
By:
/s/Xxxx X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Title:
Vice President
CLLR,
INC.
By:
/s/Xxxx X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: Vice
President
HONDO
PIPELINE, INC.
By:
/s/Xxxx X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: Vice
President
CARRIZO
(MARCELLUS) LLC
By:
/s/Xxxx X. Xxxxxx
Name: Xxxx
X. Xxxxxx
Title: Vice
President
CARRIZO
MARCELLUS HOLDING INC.
By:
/s/Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title: Vice
President
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Amendment to Credit Agreement
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Page
CHAMA
PIPELINE HOLDING LLC
By:
/s/Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title: Vice
President
PECOS
PIPELINE LLC
By:
/s/Xxxx X. Xxxxxx
Name:
Xxxx X. Xxxxxx
Title: Vice
President
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ADMINISTRATIVE
AGENT:
GUARANTY BANK, as
Administrative Agent
and as a
Lender
By: /s/Xxxxx X. Xxxxxx III
Name: Xxxxx
X. Xxxxxx III
Title: Senior
Vice President
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Amendment to Credit Agreement
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ROYAL BANK OF
CANADA,
as a
Co-Agent and as a Lender
By: /s/ Xxx X.
XxXxxxxxxxx
Name: Xxx
X. XxXxxxxxxxx
Title: Authorized
Signatory
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Amendment to Credit Agreement
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CAPITAL ONE,
N.A.,
as
a Co-Agent and as a Lender
By: /s/ Xxxx X.
Xxxx
Name: Xxxx
X. Xxxx
Title: Vice
President
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Amendment to Credit Agreement
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UNION BANK, N.A. (F/K/A UNION
BANK
OF
CALIFORNIA, N.A.)
as a
Co-Agent and as a Lender
By: /s/ Xxxxxx
Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title:
Senior Vice President
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Amendment to Credit Agreement
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U.S. BANK NATIONAL
ASSOCIATION,
as a
Co-Agent and as a Lender
By: /s/ Xxxxxx X.
Xxxxxxxxx
Name:
Xxxxxx X. Xxxxxxxxx
Title:
Vice President
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Amendment to Credit Agreement
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CREDIT SUISSE, CAYMAN ISLANDS
BRANCH,
as
a Lender
By: /s/ Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title:
Director
By: /s/ Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title: Vice
President
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Amendment to Credit Agreement
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FORTIS CAPITAL
CORP.,
By: /s/ Xxxxxxx
Xxxxx
Name:
Xxxxxxx Xxxxx
Title: Director
By: /s/ Xxxxx
Xxxxxx
Name: Xxxxx
Xxxxxx
Title: Director
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