1
EXHIBIT 4.7
THIRD AMENDMENT
TO
LOAN AGREEMENT
BY AND BETWEEN CARRIZO OIL & GAS, INC.
AND COMPASS BANK
This Third Amendment to the Loan Agreement (this "Third Amendment") by
and between CARRIZO OIL & GAS, INC., a Texas corporation (the "Borrower"), and
COMPASS BANK, a Texas chartered bank (the "Bank"), is entered into on this 26th
day of June 1997, and shall be effective as of that date for all purposes.
W I T N E S S E T H:
Borrower and Bank entered into a Loan Agreement dated December 6,
1996, as amended by First Amendment thereto dated April 4, 1997, and Second
Amendment thereto dated May 15, 1997 (collectively, the "Loan Agreement").
Capitalized terms used, but not defined, herein shall have the meanings
prescribed therefor in the Loan Agreement.
Borrower has requested that Bank consent to certain modifications to
the subordinated indebtedness described on Schedule 3.11 attached to the Loan
Agreement and to the substitution by one of the Guarantors of certain new
collateral in place of part of the existing collateral securing his Guaranty,
and Bank has agreed to grant such consent according to the terms set forth
herein, which shall be incorporated into the Loan Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by Borrower and Bank, and each intending
to be legally bound hereby, the parties agree as follows:
I. Specific Amendments to Loan Agreement.
Article I is hereby amended by adding, replacing or amending
the following definitions therein:
"Xxxxxxxx Stock Pledge" means that certain Stock Pledge
Agreement dated April 4, 1997, between Xxxxxxx X.X. Xxxxxxxx,
as Debtor, and the Bank, as Secured Party.
"Xxxxxxxx Subordination Agreement" means that certain
Subordination Agreement dated December 5, 1996, among the
Bank, Borrower, and Xxxxxxx X.X. Xxxxxxxx.
1
2
"Third Amendment" means the Third Amendment to this Agreement
executed by Borrower and Bank on June ____, 1997.
Section 3.11 is hereby amended by adding the following text at
the end of such section:
On or about May 31, 1997, Xxxxxxx X.X. Xxxxxxxx advanced an
additional $1,800,000.00 loan to Borrower, increasing the
amount of indebtedness reflected on page 3.11-6 of Schedule
3.11 originally attached hereto, and the Borrower used such
funds prior to the date of the Third Amendment to repay
$600,000.00, each, of the indebtedness owed to Xxxx X. Xxxx,
Xx., Xxxxxx X. Xxxxxxx, and Xxxxx X. Xxxxxx, as reflected on
pages 3.11-3, 3.11-5, and 3.11-4, respectively, of Schedule
3.11 originally attached hereto. Each of such pages of
Schedule 3.11 are deemed to be modified as of the date of the
Third Amendment and replaced with the corresponding numbered
pages attached as Exhibit "A" to the Third Amendment.
Contemporaneously with the Bank's execution of the Third
Amendment, the Bank, the Borrower, and Xx. Xxxxxxxx shall have
entered into an amendment of the Xxxxxxxx Subordination
Agreement, in form and substance acceptable to the Bank,
providing that the Xxxxxxxx Subordination Agreement covers
such increased indebtedness owed by Borrower to Xx. Xxxxxxxx.
Section 3.17 is hereby amended by adding the following text at
the end of such section:
Xxxxxxx X.X. Xxxxxxxx has previously executed and delivered
for the benefit of the Bank, as Secured Party, that certain
Pledge Agreement (Certificate of Deposit) dated February 21,
1997 (the "CD Pledge"). Contemporaneously with the Bank's
execution of the Third Amendment, the Bank and Xx. Xxxxxxxx
shall have entered into an additional Stock Pledge Agreement,
in form substantially similar to the Xxxxxxxx Stock Pledge,
pursuant to which Xx. Xxxxxxxx pledges to the Bank 20,000
shares of Falcon Drilling Company, Inc. stock, whereupon the
Bank shall contemporaneously release and terminate the CD
Pledge.
Section 3.20(h) (ii) is hereby amended by adding the following
text at the end of such section:
As of June 5, 1997, there was a stock split of the shares that
constituted the original collateral under the Xxxxxxxx Stock
Pledge. As the result of such stock split, the number of
shares of stock constituting such collateral was multiplied by
a factor of 521, from 2,250 to 1,172,250 (hereinafter called
the "Pledged Shares"). As of the date of the Third Amendment,
Xxxxxxx X.X. Xxxxxxxx has transferred to a charitable trust
395,960 Pledged Shares covered by the Xxxxxxxx Stock Pledge.
Contemporaneously with the Bank's execution of the Third
Amendment, the Bank
2
3
and Xx. Xxxxxxxx shall have entered into an amendment to the
Xxxxxxxx Stock Pledge, in form and substance acceptable to the
Bank, providing for a release of 395,960 Pledged Shares and
adding as part of the Collateral covered thereby other
Eligible Marketable securities approved by the Bank.
II. Certain Waivers and Consents. The Bank hereby grants the
following waivers or consents:
A. The Bank consents to Xxxxxxx X.X. Xxxxxxxx'x May 31, 1997 loan
to the Borrower in the amount of $1,800,000.00, and the
Borrower's payment prior to the date of this Third Amendment
of $600,000.00, each, to the payees in those certain notes
described on pages 3.11-3, 3.11-4, and 3.11-5 of Schedule 3.11
of the Loan Agreement, and to the extent that the terms of the
Loan Agreement or any subordination agreement previously
executed pursuant to Section 3.11 of the Loan Agreement would
have been breached solely as the result of the transactions
described in this paragraph II.A., the Bank hereby waives such
breach.
B. The Bank consents to Xxxxxxx X.X. Xxxxxxxx'x transfer to a
charitable trust of 395,960 Pledged Shares covered by the
Xxxxxxxx Stock Pledge (the "Transfer of Pledged Stock"), and
to the extent that the terms of the Loan Agreement or the
Xxxxxxxx Stock Pledge would have been breached solely as the
result of such Transfer of Pledged Stock, the Bank hereby
waives such breach.
The waivers and consents set forth above are limited solely to the
transactions and events expressly described herein, and the Bank shall have no
obligation to grant any broader or additional consents or waivers, nor shall
the waivers and consents granted herein constitute any evidence of a course of
dealing between Borrower and the Bank, or any of the Guarantors, with respect
to any future requests for waivers or consents.
III. Reaffirmation of Representations and Warranties. To induce
Bank to enter into this Third Amendment, Borrower hereby reaffirms, as of the
date hereof, its representations and warranties contained in Article IV of the
Loan Agreement and in all other documents executed pursuant thereto, and
additionally represents and warrants as follows:
A. The execution and delivery of this Third Amendment and the
performance by Borrower of its obligations under this Third
Amendment are within Borrower's power, have been duly
authorized by all necessary corporate action, have received
all necessary governmental approval (if any shall be
required), and do not and will not contravene or conflict with
any provision of law or of the charter or by-laws of Borrower
or of any agreement binding upon Borrower.
B. The Loan Agreement, as amended by this Third Amendment,
represents the legal, valid and binding obligations of
Borrower, enforceable against Borrower in
3
4
accordance with its terms, subject as to enforcement only to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights
generally.
C. No Event of Default or Unmatured Event of Default has occurred
and is continuing as of the date hereof.
IV. Defined Terms. Except as amended hereby, terms used herein
that are defined in the Loan Agreement shall have the same meanings herein.
V. Reaffirmation of Loan Agreement. This Third Amendment shall
be deemed to be an amendment to the Loan Agreement, and the Loan Agreement, as
further amended hereby, is hereby ratified, approved and confirmed in each and
every respect. All references to the Loan Agreement herein and in any other
document, instrument, agreement or writing shall hereafter be deemed to refer
to the Loan Agreement as amended hereby.
VI. Entire Agreement. The Loan Agreement, as hereby further
amended, embodies the entire agreement between Borrower and Bank and supersedes
all prior proposals, agreements and understandings relating to the subject
matter hereof. Borrower certifies that it is relying on no representation,
warranty, covenant or agreement except for those set forth in the Loan
Agreement as hereby further amended and the other documents previously executed
or executed of even date herewith.
VII. Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. This Third Amendment has been entered
into in Xxxxxx County, Texas, and it shall be performable for all purposes in
Xxxxxx County, Texas. Courts within the State of Texas shall have jurisdiction
over any and all disputes between Borrower and Bank, whether in law or equity,
including, but not limited to, any and all disputes arising out of or relating
to this Third Amendment or any other Loan Document; and venue in any such
dispute whether in federal or state court shall be laid in Xxxxxx County,
Texas.
VIII. Severability. Whenever possible each provision of this Third
Amendment shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Third Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Third Amendment.
IX. Execution in Counterparts. This Third Amendment may be
executed in any number of counterparts and by the different parties on separate
counterparts, and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument, and any signed counterpart shall be deemed delivered by the party
executing such counterpart if sent to any other party hereto by electronic
facsimile transmission.
4
5
X. Section Captions. Section captions used in this Third
Amendment are for convenience of reference only, and shall not affect the
construction of this Third Amendment.
XI. Successors and Assigns. This Third Amendment shall be binding
upon Borrower and Bank and their respective successors and assigns, and shall
inure to the benefit of Borrower and Bank, and the successors and assigns of
Bank.
XII. Non-Application of Chapter 15 of Texas Credit Codes. The
provisions of Chapter 15 of the Texas Credit Code (Vernon's Texas Civil
Statutes, Article 5069-15) are specifically declared by the parties hereto not
to be applicable to the Loan Agreement as hereby further amended or any of the
other Loan Documents or to the transactions contemplated hereby.
XIII. Notice. THIS THIRD AMENDMENT TOGETHER WITH THE LOAN
AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be duly executed as of the day and year first above written.
BANK BORROWER
COMPASS BANK CARRIZO OIL & GAS, INC.
By: /s/ XXXXXXXX X. XXXXX By: /s/ XXXXX X. XXXXXX
-------------------------------- --------------------------------
Xxxxxxxx X. Xxxxx Xxxxx X. Xxxxxx
Vice President Vice President
5
6
Schedules and Exhibits
The schedules and exhibits have been intentionally omitted
herefrom. The Company will furnish supplementally a copy of any or all of such
omitted schedules and exhibits to the Commission upon request.
6
