EXHIBIT 32
FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this "Amendment") is dated
as of April 21, 2004, among Carrizo Oil & Gas, Inc., a Texas corporation (the
"Company"), X.X. Xxxxxx Partners (23A SBIC), LLC (formerly known as CB Capital
Investors, L.P.), Mellon Ventures, L.P., X.X. Xxxxxxx XX, Xxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxxx, Xxxxxxx X.X. Xxxxxxxx, Xxxx X. Xxxx, Xx. and DAPHAM
Partnership, L.P. (the "Shareholders"). Capitalized terms used but not otherwise
defined in this Amendment should have the meanings given such terms in the
Shareholders Agreement dated as of December 15, 1999 by and among the Company
and the Shareholders (the "Agreement").
WITNESSETH:
WHEREAS, the Company and the Shareholders desire to amend the Agreement to
delete Xxxxxxx X.X. Xxxxxxxx, Xxxx X. Xxxx, Xx. and DAPHAM Partnership, L.P. as
Shareholders, Original Founder Shareholders, signatories and parties thereto;
WHEREAS, Section 6.1 of the Agreement provides that, subject to certain
exceptions, an amendment of a provision of the Agreement requires the prior
written consent of the Company, the Requisite Founder Shareholders and the
Requisite Investors;
WHEREAS, the undersigned Founder Shareholders hold in excess of 50% of the
outstanding shares of Common Stock held by all Founder Shareholders as of the
date of this Amendment, and therefore qualify as the Requisite Founder
Shareholders;
WHEREAS, the undersigned Investors hold in excess of 50% of the
outstanding shares of Common Stock held by all Investors as of the date of this
Amendment, and therefore qualify as the Requisite Investors;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
hereby agree as follows:
1. Effective as of the date hereof, the Agreement is hereby amended to
delete Xxxxxxx X. X. Xxxxxxxx, Xxxx X. Xxxx, Xx. and DAPHAM Partnership, L.P.
(each, an "Exiting Shareholder") as Shareholders, Original Founder Shareholders,
signatories and parties thereto, and as a result of this Amendment, no Exiting
Shareholder shall have, from and after the effective date of this Amendment, any
rights or obligations under the Agreement.
2. The parties hereto acknowledge that the terms of the Agreement, as
amended by this Amendment, shall continue in full force and effect. This
Amendment shall be governed by and construed in accordance with the domestic
laws of the State of New York without giving effect to any choice or conflict of
law provision or rule (whether in the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York except to the extent of internal corporate
matters, which shall be governed by the provisions of the applicable law of the
State of Texas. This Amendment may be executed in
4
any number of counterparts, and each counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
COMPANY:
Carrizo Oil & Gas, Inc.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer, Vice
President, Secretary and
Treasurer
INVESTORS:
X.X. Xxxxxx Partners (23A SBIC), LLC
By: X.X. Xxxxxx Partners (23A SBIC
Manager), Inc., its general
partner
By: /s/ Xxxxxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxxxxx Xxxxxxx
Title: Managing Director
Mellon Ventures, L.P.
By: MVMA, L.P., its general partner
By: MVMA, Inc., its general
partner
By: /s/ Xxxx Xxxx
-------------------------
Name: Xxxx Xxxx
Title: Vice President
ORIGINAL FOUNDER SHAREHOLDERS:
/s/ X.X. Xxxxxxx XX
------------------------------------------
X.X. Xxxxxxx XX
/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
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/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx X.X. Xxxxxxxx
------------------------------------------
Xxxxxxx X. X. Xxxxxxxx
/s/ Xxxx X. Xxxx, Xx.
------------------------------------------
Xxxx X. Xxxx, Xx.
DAPHAM Partnership, L.P.
By: /s/ Xxxxxxxx X. XxXxxx
-----------------------------------
Name: Xxxxxxxx XxXxxx
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