THIRD AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.48
THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) executed to be effective as of
December 20, 2007, 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 JPMORGAN CHASE BANK, N.A., as Administrative Agent
(in its such capacity, “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).
WHEREAS, Borrower, Guarantors, Administrative Agent and Lenders have entered into that certain
Credit Agreement, dated as of May 25, 2006 (as amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”); and
WHEREAS, Borrower has requested that Administrative Agent and Lenders (i) amend the Credit
Agreement to, among other things, permit additional investments and (ii) increase the Borrowing
Base and Conforming Borrowing Base; and
SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in writing of
each condition precedent set forth in Section 3 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:
“Third Amendment Effective Date” means December 20, 2007.
“Borrowing Base Usage” means, as of any date and for all purposes, the quotient,
expressed as a percentage, of (a) the Aggregate Credit Exposure as of such date, divided by (b) (i)
on any date prior to the Conforming Date, the Conforming Borrowing Base as of such date and (ii) on
any date on or after the Conforming Date, the Borrowing Base as of such date.
“Conforming Date” means January 1, 2009.
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1.3 Investments, Loans, Advances, Guarantees and Acquisitions. Clause (m) of
Section 7.05 of the Credit Agreement shall be and it hereby is amended by deleting the word
“and” after the semicolon.
1.4 Investments, Loans, Advances, Guarantees and Acquisitions. Section 7.05
of the Credit Agreement shall be and it hereby is amended by deleting clause (n) and inserting the
following after clause (m) in such section:
(n) investments in which the consideration for such investment consists solely of common
Equity Securities of Borrower;
(o) so long as, (i) at the time such investment is made, no Default or Event of Default shall
have occurred and be continuing or be caused by such investment and (ii) before and after giving
effect to such investment, Borrowing Base Usage (calculated by using the Borrowing Base rather than
the Conforming Borrowing Base, at any time prior to the Conforming Date) is not greater than 75%,
investments made with up to 50% of the proceeds of a substantially contemporaneous issuance of
common Equity Securities of Borrower; and
(p) so long as, (i) at the time such investment is made, no Default or Event of Default shall
have occurred and be continuing or be caused by such investment and (ii) before and after giving
effect to such investment, Borrowing Base Usage (calculated by using the Borrowing Base rather than
the Conforming Borrowing Base, at any time prior to the Conforming Date) is not greater than 75%,
any other investments in any Person having an aggregate fair market value (measured on the date
each such investment was made and without giving effect to subsequent changes in value), when taken
together with all other investments made pursuant to this clause (p), do not exceed $40,000,000;
provided that not more than $30,000,000 of such investments may be made with the proceeds of Loans.
1.5 Redetermined Borrowing Base; Conforming Borrowing Base. This Amendment shall constitute a
notice of the redetermination of the Borrowing Base and the Conforming Borrowing Base pursuant to
Section 3.03 of the Credit Agreement and Administrative Agent hereby notifies Borrower
that, as of the Third Amendment Effective Date, the redetermined Borrowing Base is $145,000,000,
and the redetermined Conforming Borrowing Base is $125,000,000.
1.6 Amendment to Schedule. Schedule 2.01 of the Credit Agreement shall be and it
hereby is amended in its entirety by substituting Schedule 2.01 which is attached hereto.
SECTION 2. New Lenders and Reallocation of Revolving Commitments and Loans. 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 identified by X.X.
Xxxxxx Securities, Inc., in its capacity as a Lead Arranger, in consultation with Borrower, to
become a party to the Credit Agreement as a Lender (each, a “New Lender”) by acquiring an
interest in the Aggregate Commitment, and Administrative Agent and Borrower hereby consent to such
reallocation and each New Lender’s acquisition of an interest in the Aggregate Commitment. On the
Third Amendment Effective Date and after giving effect to such reallocation of the Aggregate
Commitment, the Applicable Percentage of each Lender shall
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be as set forth on Schedule 2.01 of this Amendment. With respect to such reallocation,
each New Lender shall be deemed to have acquired its Commitment allocated to it from each of the
other Lenders pursuant to the terms of the Assignment and Assumption attached as Exhibit A
to the Credit Agreement as if such New Lender and the other Lenders had executed an Assignment and
Assumption with respect to such allocation. Borrower and Administrative Agent hereby consent to
such assignment to the New Lenders.
SECTION 3. Conditions. The amendments to the Credit Agreement contained in Section 1 of
this Amendment and the assignment contained in Section 2 of this Amendment shall be
effective upon the satisfaction of each of the conditions set forth in this Section 3.
3.1 Execution and Delivery. Each Credit Party, each Lender, including the New Lenders, and
the Administrative Agent shall have executed and delivered this Amendment.
3.2 No Default. No Default shall have occurred and be continuing or shall result from
effectiveness of this Amendment.
3.3 No Material Adverse Effect. No Material Adverse Effect shall have occurred since
September 30, 2007.
3.4 Fees. Borrower shall have paid to the Administrative Agent, for the benefit of the
Lenders, fees payable in the amounts and at the times separately agreed upon between the
Administrative Agent and Borrower.
3.5 Note. Borrower shall have executed and delivered a promissory note to each New Lender
that has requested a promissory note in accordance with Section 2.08(e) of the Credit
Agreement.
3.6 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, and all such documents shall be in form and
substance satisfactory to the Administrative Agent.
4.1 Reaffirmation of Representations and Warranties/Further Assurances. After giving effect
to the amendments herein, each representation and warranty of the Borrower contained in the Credit
Agreement or in any of the other Loan Documents is true and correct in all material respects as of
the Third Amendment Effective Date (except to the extent such representations and warranties
specifically refer to an earlier date).
4.2 Corporate Authority; No Conflicts. The execution, delivery and performance by the
Borrower (to the extent a party hereto or thereto) of this Amendment and all documents, instruments
and agreements contemplated herein are within Borrower’ corporate or other organizational powers,
have been duly authorized by 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 Borrower or
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result in the creation or imposition of any Lien upon any of the assets of Borrower except for
Permitted Liens and otherwise as permitted in the Credit Agreement.
4.3 Enforceability. This Amendment constitutes the valid and binding obligation of Borrower
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.
5.2 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.
5.3 Legal Expenses. Borrower 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.
5.4 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.
However, this Amendment shall bind no party until Borrower, the Lenders, and the Administrative
Agent have executed a counterpart. 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.
5.5 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
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5.6 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.
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BORROWER: CARRIZO OIL & GAS, INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President and Chief Financial Officer | |||
GUARANTORS: CCBM, INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
CLLR, INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
HONDO PIPELINE, INC. |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Vice President | |||
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ADMINISTRATIVE AGENT AND LENDER: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent |
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By: | /s/ Xxxxxxxx Coil | |||
Name: | Xxxxxxxx Coil | |||
Title: | Vice President | |||
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GUARANTY BANK, as a Lender |
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By: | /s/ Xxxxx X. Xxxxxx III | |||
Name: | Xxxxx X. Xxxxxx III | |||
Title: | Senior Vice President | |||
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BANK OF SCOTLAND PLC, as a Lender |
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By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Vice President | |||
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U.S. BANK NATIONAL ASSOCIATION as a Lender |
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By: | /s/ Xxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxxx | |||
Title: | Vice President | |||
Third Amendment to Credit Agreement