THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT
10.4
EXECUTION
COPY
THIRD
AMENDMENT TO
SECOND
AMENDED AND RESTATED CREDIT AGREEMENT
THIS
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
is dated
and effective as of July 21, 2005 (this "Third Amendment"), by and among
CARRIZO
OIL & GAS, INC.,
a Texas
corporation (the “Borrower”), CCBM,
INC., a
Delaware corporation (the “Guarantor”), and HIBERNIA
NATIONAL BANK,
a
national banking association, individually as a Lender and as Administrative
Agent, and UNION
BANK OF CALIFORNIA, N.A.,
a
national banking association, individually as a Lender and as
Co-Agent.
RECITALS:
1. The
Borrower, the Guarantor, the Agent, and the Lenders have heretofore entered
into
that certain Second Amended and Restated Credit Agreement dated as of
September 30, 2004, as amended by First Amendment thereto dated as of
October 29, 2004, and as further amended by Second Amendment dated as of April
27, 2005 (as so amended, the "Agreement"), pursuant to which the Lenders
established in favor of Borrower a Line of Credit as more fully described
therein.
2. All
Loans
by the Lenders to the Borrower are guaranteed by the Guarantor.
3. The
parties desire to amend the Agreement as set forth herein.
NOW,
THEREFORE,
the
parties hereto, in consideration of the mutual covenants hereinafter set forth
and intending to be legally bound hereby, do hereby amend and supplement the
Agreement as follows:
A. Defined
Terms.
Capitalized terms used herein which are defined in the Agreement are used herein
with such defined meanings, as said definitions may be amended and/or
supplemented by this Third Amendment.
B. Revision
to Defined Terms.
1. The
definitions for the terms “Consolidated Current Assets”, “Consolidated Current
Liabilities”, “EBITDA”, “Facility A Borrowing Base Amount”, “Interest Expense”,
“Quarterly Reduction”, and “Tangible Net Worth” appearing in Section 1.1 of the
Agreement are hereby deleted and restated as follows:
"Consolidated
Current Assets"
shall
mean the total of the Borrower’s consolidated current assets (excluding assets
of
Unrestricted
Subsidiaries), including the amounts available for borrowing under the Facility
A Borrowing Base Amount and the Facility B Borrowing Base Amount, determined
in
accordance with GAAP. Current assets will not include non-cash assets, if any,
arising from the marking to market of Hedging Agreements pursuant to SFAS No.
133 and related pronouncements.
"Consolidated
Current Liabilities"
shall
mean the total of the Borrower's consolidated current liabilities (excluding
liabilities of Unrestricted Subsidiaries), excluding outstanding principal
amounts due under the Commitments, determined in accordance with GAAP. Current
liabilities will not include (i) the non-cash obligations, if any, arising
from
the marking to market of Hedging Agreements pursuant to SFAS No. 133 and related
pronouncements, (ii) outstanding principal amounts due under the Line of Credit,
and (iii) the non-cash effects, if any, of the non-cash stock option re-pricing
accrual.
“EBITDA”
shall
mean the Borrower’s consolidated earnings determined in accordance with GAAP
(excluding earnings of Unrestricted Subsidiaries) before interest expense,
income taxes, depreciation, amortization, depletion,
oil and gas asset impairment write downs, lease impairment expense, gains and
losses from the sale of capital assets, and other non-cash charges. EBITDA
shall
not include non-cash effects of (i) the early extinguishment of long-term debt,
(ii) CCBM, Inc.’s equity investment in Pinnacle, and (iii) stock option
re-pricing expense.
"Facility
A Borrowing Base Amount"
shall
mean the amount available to Borrower at any time based upon the valuation
of
the Mortgaged Properties, projected oil and gas prices, underwriting factors,
and any other factors deemed relevant by the Required Lenders in their sole
and
complete discretion, all as evaluated and determined by the Required Lenders
in
their sole and complete discretion on a quarterly basis on October 1, January
1,
April 1, and July 1. In addition, the Required Lenders, in their sole and
complete discretion, may conduct one unscheduled Facility A Borrowing Base
Amount redetermination subsequent to each quarterly redetermination, and the
Borrower, at its option may request (and the Required Lenders shall promptly
thereafter perform) one Facility A Borrowing Base Amount redetermination after
each scheduled quarterly redetermination by the Required Lenders. The Facility
A
Borrowing Base Amount also is subject to mandatory Quarterly Reductions. The
Required Lenders are not obligated under any circumstances to establish the
Facility A Borrowing Base Amount based solely on oil and gas valuation data
for
the
Mortgaged Properties. The Facility A Borrowing Base Amount as of the Third
Amendment Effective Date is $10,000,000.00. All of the foregoing determinations
and valuations shall be in accordance with the Lenders’ normal practices and
standards for oil and gas loans as may exist at the particular time of
determination and valuation. The Facility A Borrowing Base Amount shall never
exceed $75,000,000.00, and the sum of the Facility A Borrowing Base Amount
and
the Facility B Borrowing Base Amount shall never exceed
$100,000,000.00.
“Interest
Expense”
shall
mean, for any period, total interest expense (including that portion
attributable to capital lease obligations in accordance with GAAP and
capitalized interest), net of interest income, of the Borrower and its
Subsidiaries (other than Unrestricted Subsidiaries) on a consolidated basis
with
respect to all outstanding Obligations of the Borrower and its Subsidiaries
(other than Non-Recourse Indebtedness and Obligations of Unrestricted
Subsidiaries) to the extent the promissory notes, leases or other instruments
or
agreements evidencing such Obligations require the payment of such interest
in
cash during such period.
“Quarterly
Reduction”
shall
mean each quarterly reduction, if any, to the Facility A Borrowing Base Amount
on the first day of each October, January, April and July based upon Lenders’
redetermination of the Facility A Borrowing Base Amount. All such determinations
and valuations shall be in accordance with the Lenders’ normal practices and
standards for oil and gas loans as may exist at the particular time of
determination and valuation. The Quarterly Reduction will be $0.00 on October
1,
2005. Thereafter, the Lenders will establish the Quarterly Reduction in
connection with each redetermination of the Facility A Borrowing Base
Amount.
“Tangible
Net Worth”
means,
with respect to any Person, the total assets of such Person (other than with
respect to the Borrower, its Unrestricted Subsidiaries), on a consolidated
basis, exclusive of (a) those assets classified as intangible, including,
without limitation, goodwill, patents, trademarks, trade names, copyrights,
franchises and deferred charges, (b) treasury stock and minority interests
in
any Person, (c) cash set apart and held in sinking or other analogous funds
established for the purpose of redemption or other retirement of capital stock,
(d) to the extent not already deducted from total assets, allowances for
depreciation, depletion, obsolescence and/or amortization of properties,
uncollectible
accounts,
and contingent but probable liabilities as to which an amount can be
established, (e) deferred taxes and (f) all assets arising from advances to
officers, former officers or sales representatives of such Person or any of
its
Subsidiaries (other than with respect to the Borrower, its Unrestricted
Subsidiaries) made outside the ordinary course of business; less total
liabilities of such Person and its Subsidiaries (other than with respect to
the
Borrower, its Unrestricted Subsidiaries), on a consolidated basis, all of the
above being determined in accordance with GAAP and, with respect to the
Borrower, excluding the effect of any cumulative after-tax amounts of ceiling
test write-downs pursuant to Rule 4.10 of Regulation S-X promulgated by the
Securities and Exchange Commission and any balance sheet impact arising from
the
early extinguishment of long-term debt.
2. The
following new definitions are hereby added to Section 1.1 of the
Agreement:
“Intercreditor
Agreement”
shall
mean the Intercreditor Agreement dated as of July 21, 2005 among Borrower,
the
Guarantor, the Agent, as First Lien Collateral Agent, and Credit Suisse, as
Second Lien Collateral Agent, as amended, modified or restated from time to
time.
“Second
Lien Credit Agreement”
shall
mean the Second Lien Credit Agreement dated as of July 21, 2005 among Borrower,
the Lenders party thereto, and Credit Suisse, as Administrative Agent and
Collateral Agent, as amended, modified or restated from time to
time.
“Secured
Second Lien Debt”
shall
mean the term loan indebtedness of the Borrower in an aggregate principal amount
not to exceed $150,000,000.00 arising under the Second Lien Credit Agreement;
provided that
(i) if
such indebtedness is secured by a mortgage lien on the Mortgaged Properties,
such lien shall be subordinate and inferior to the Agent’s mortgage lien on the
Mortgaged Properties, and (ii) the Required Lenders have reviewed and approved
the documents evidencing such indebtedness, the Intercreditor Agreement, and
the
collateral therefor.
“Third
Amendment”
shall
mean that certain Third Amendment to Second Amended and Restated Credit
Agreement dated as of July 21, 2005, by and among the Borrower, the Guarantor,
the Agent, and the Lenders.
“Third
Amendment Effective Date”
shall
mean July 21, 2005.
3. The
following definitions appearing in Section 1.1 of the Agreement are hereby
deleted: “Memorandum”, “Securities Purchase Agreement”, “Secured Subordinated
Debt”, “Secured Subordinated Note Purchase Agreement”, and “Subordinated
Promissory Notes”.
C. Restatement
of Section 6.4. Section
6.4 of the Agreement is hereby deleted in its entirety and restated as
follows:
Section
6.4. Engineering
Fee.
The
Borrower shall pay to each Lender a fee of $2,500.00 for each determination
of
the Facility A Borrowing Base Amount. The Borrower hereby authorizes the Agent
to debit its account maintained with Hibernia for collection of said fee.
D. Deletion
of Section 11.20.
Section
11.20 of the Agreement is hereby deleted in its entirety.
E. Deletion
of Section 11.22.
Section
11.22 of the Agreement is hereby deleted in its entirety.
F. Restatement
of Section 12.1(g).
Part (g)
of Section 12.1 of the Agreement is hereby deleted in its entirety and restated
as follows:
(g) as
soon
as available and in any event by September 15, December 15, March 15, and June
15 of each year, an internally prepared engineering report dated as of the
preceding September 1, December 1, March 1, and June 1, respectively, covering
oil and gas properties included or to be included in any Borrowing Base Amount,
in form and content reasonably satisfactory to the Required Lenders,
and
G. Restatement
of Section 12.8(b). Part
(b)
of Section 12.8 of the Agreement is hereby deleted in its entirety and restated
as follows:
(b) Maximum
Total Net Recourse Debt to EBITDA Ratio.
The
Borrower shall maintain as of the last day of each fiscal quarter ending during
the period commencing on June 30, 2005 and continuing through June 30, 2006
a
ratio of Total Net Recourse Debt to EBITDA of not more than 3.50 to 1.0,
calculated on a rolling four quarters basis. Commencing July 1, 2006 and
continuing through September 30, 2006, the Borrower shall maintain as of the
last day of each fiscal quarter a ratio of Total Net Recourse Debt to EBITDA
of
not more than 3.50 to 1.0, calculated on a rolling four quarters basis;
provided
that if
the ratio of Total Net Recourse Debt to EBITDA is greater than 3.25 to 1.0,
but
less
than
or
equal to 3.50 to 1.0 as of such day, no additional Loans can be made until
the
next succeeding date as of which such ratio is calculated and the Borrower
is in
compliance with such ratio. Commencing October 1, 2006 and continuing through
December 31, 2006, the Borrower shall maintain as of the last day of each fiscal
quarter a ratio of Total Net Recourse Debt to EBITDA of not more than 3.25
to
1.0, calculated on a rolling four quarters basis; provided
that if
the ratio of Total Net Recourse Debt to EBITDA is greater than 3.00 to 1.0,
but
less than or equal to 3.25 to 1.0 as of such day, no additional Loans can be
made until the next succeeding date as of which such ratio is calculated and
the
Borrower is in compliance with such ratio. Commencing on January 1, 2007 and
thereafter, the Borrower shall maintain as of the last day of each fiscal
quarter a ratio of Total Net Recourse Debt to EBITDA of not more than 3.00
to
1.0, calculated on a rolling four quarters basis. For purposes of this covenant,
EBITDA shall not include the net revenue attributable to assets pledged to
secure Non-Recourse Indebtedness. The term “Total Net Recourse Debt” shall mean,
on any date of determination, the Borrower’s consolidated Debt excluding
Non-Recourse Indebtedness and cash and cash equivalents and Debt of an
Unrestricted Subsidiary on such date, less the amount of unrestricted cash
and
cash equivalents on hand at the Borrower and the Guarantors.
H. Restatement
of Section 12.8(c).
Part (c)
of Section 12.8 of the Agreement is hereby deleted in its entirety and restated
as follows:
Minimum
Quarterly Debt Service Coverage Ratio. The
Borrower shall maintain at the end of each quarter a Debt service coverage
ratio
(excluding Non-Recourse Indebtedness and Debt of Unrestricted Subsidiaries)
of
not less than 1.25 to 1.0. For purposes of this covenant, the non-cash effects,
if any, of Hedging Agreements pursuant to SFAS 133 will not be included, nor
will the effect, if any, of ceiling test write-downs pursuant to Regulation
SX4.10 of the Securities and Exchange Commission be included. Debt service
coverage shall be calculated based on GAAP as follows: the ratio of (a) the
difference of (i) EBITDA for the quarter just ended (excluding EBITDA related
to
assets pledged to secure Non-Recourse Indebtedness), minus (ii) permitted cash
dividends paid during the quarter just ended, divided by (b) the sum of (i)
required principal paid in cash and interest expense (to the extent required
to
be paid in cash) on Debt (including the Indebtedness) during the quarter just
ended, plus (ii) the positive difference, if any of (x) principal paid in cash
and interest expense on Non-Recourse Indebtedness during the quarter just ended,
minus
(y)
positive EBITDA related to assets pledged to secure Non-Recourse Indebtedness
during the quarter just ended.
I. Restatement
of Section 12.8(d). Part
(d)
of Section
12.8 of the Agreement is hereby deleted in its entirety and restated as
follows:
(d) Minimum
Shareholder’s Equity. The
Borrower shall maintain as of the last day of each fiscal quarter a minimum
shareholder’s equity of not less than:
Commencing
on the Third Amendment Effective Date: $115,000,000.00 plus
(i) 100% of all common and preferred equity contributed by shareholders
of
Borrower subsequent to March 31, 2005, plus
(ii) 50%
of all positive earnings occurring subsequent to March 31, 2005. For purposes
of
this covenant, the calculation of Borrower’s “shareholder’s equity” will exclude
the effects, if any, of ceiling test write-downs pursuant to Regulation SX4.10
of the Securities and Exchange Commission and any balance sheet impact arising
from the early extinguishment of long-term debt and stock option re-pricing
expense.
J. Restatement
of Section 12.8(e).
Part (e)
of Section 12.8 of the Agreement is hereby deleted in its entirety and restated
as follows:
(e) EBITDA
to Interest Expense Ratio.
The
Borrower shall maintain (i) as of the last day of each fiscal quarter ending
on
or before September 30, 2006, a ratio of EBITDA for the four fiscal quarter
period ending on such day to Interest Expense for such period of at least 2.75
to 1.0, and (ii) as of the last day of each fiscal quarter thereafter, a ratio
of EBITDA for the four fiscal quarter period ending on such day to Interest
Expense for such period of at least 3.00 to 1.0.
K. Restatement
of Section 12.15.
Section
12.15 of the Agreement is hereby deleted in its entirety and restated as
follows:
Section
12.15. Insurance.
The
Borrower shall maintain in effect all insurance required by this Agreement
and
the Collateral Documents, and the Borrower agrees to comply with the
requirements of Section 11.6 above. The Borrower agrees to provide the Agent
with certificates or binders evidencing such insurance coverage on an annual
basis, and, if requested by the Agent, the Borrower further agrees to promptly
furnish the Agent with copies of all renewal notices and copies of receipts
for
paid premiums. The Borrower shall provide the Agent with certificates or binders
evidencing insurance coverage pursuant to all renewal or replacement policies
of
insurance no later than the fifteenth (15th)
day
before any such existing policy or policies should expire (or, in the event
such
certificates or binders are unavailable to the Borrower on such day, within
one
Business Day of receipt of such certificates or binders by the
Borrower).
L. Restatement
of Section 12.18(a). Part
(a)
of Section 12.18 of the Agreement is hereby deleted in its entirety and restated
as follows:
Section
12.18. Additional
Mortgaged Properties.
(a) The
Borrower agrees to execute and deliver from time to time such documents as
are
reasonably requested by the Agent to provide that at least 90% of the net
present value of the proved oil and gas reserves owned by the Borrower and
each
Guarantor, taken as a whole, are Mortgaged Properties.
M. Addition
of New Affirmative Covenant. Article
XII of the Agreement is hereby amended and supplemented to include the following
new affirmative covenant as Section 12.19:
Section
12.19. Third
Amendment Post Closing Requirement.
The
Borrower covenants and agrees to deliver to the Agent (i) within sixty (60)
days
after Third Amendment Effective Date, mortgages, security agreements and/or
deeds of trust as may be necessary to provide that at least 90% of the net
present value of the proved oil and gas reserves owned by the Borrower and
each
Guarantor, taken as a whole, are Mortgaged Properties, and (ii) within ninety
(90) days after the Third Amendment Effective Date, title opinion(s) from
counsel to Borrower (or other title information reasonably acceptable to the
Agent) covering the proved oil and gas reserves encumbered by the mortgages,
security agreements and/or deeds of trust described in clause (i)
above.
N. Restatement
of Section 13.4(r). Section
13.4(r) of the Agreement is hereby deleted in its entirety and restated as
follows:
(r) Encumbrances
affecting all or part of the Collateral that secure (i) Secured Second Lien
Debt
and other indebtedness referred to in Section 13.5(l) and such other obligations
and liabilities related thereto, and (ii) all other Second Lien Obligations
(as
defined in the Intercreditor Agreement); provided
that
such Encumbrances shall be contractually junior to the Encumbrances created
by
the Collateral Documents on the terms set forth in the Intercreditor Agreement
or on terms otherwise reasonably satisfactory to the Agent.
O. Deletion
of Section 13.5(e). Section
13.5(e) of the Agreement is hereby deleted in its entirety.
P. Restatement
of Section 13.5(l). Part
(l)
of Section 13.5 of the Agreement is hereby deleted in its entirety and restated
as follows:
(l) Subject
to the provisions of Sections 10.2 and 13.4(r), the indebtedness evidenced
by
the Secured Second Lien Debt, indebtedness arising under hedging agreements
between the Borrower and any holder of such debt or any affiliate thereof,
and
guarantees executed by any Subsidiary of Borrower guaranteeing payment
thereof.
Q. Restatement
of Section 13.6(b). Part
(b)
of Section 13.6 of the Agreement is hereby deleted in its entirety and restated
as follows:
(b) Investments
in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, one of the two highest credit
ratings obtainable from Standard & Poor’s Ratings Service or from Xxxxx’x
Investors Service, Inc.;
R. Restatement
of Section 13.6(f).
Part (f)
of Section 13.6 of the Agreement is hereby deleted in its entirety and restated
as follows:
(f) Loans
or
advances to employees in an aggregate amount for all employees of the Borrower
and the Subsidiaries not in excess of $750,000 at any one time
outstanding.
S. Restatement
of Section 13.10.
Section
13.10 of the Agreement is hereby deleted in its entirety and restated as
follows:
Section
13.10. Commodity
Transactions.
The
Borrower shall not enter into any speculative commodity transactions of any
type
or Hedging Agreement relating to the sale of aggregate Hydrocarbons production
in excess of eighty-five percent (85%) of the total volume of such production
projected in the most recent independent engineering report delivered to the
Agent pursuant to Section 12.1(e) or as projected in the most recent internally
prepared engineering report delivered to the Agent pursuant to Section 12.1(g),
whichever is more recent, to come from the Borrower's proved developed reserves
during the term of such Hedging Agreement (it being understood and agreed that
for purposes of determining compliance with such 85% cap, the Borrower may
in
good faith take into account the pro forma effect on such projected production
of new xxxxx that are not included in
the
most
recently delivered engineering report and may enter into Hedging Agreements
affecting such new xxxxx subject to compliance with such 85% cap).
Notwithstanding the foregoing, the maximum duration of any permitted Hedging
Agreement shall not exceed forty-eight (48) months; provided
that,
with respect to any Hedging Agreement with a duration in excess of 24 months,
no
more than 50% of the amount of the projected production to come from proved
developed producing reserves may be subject to hedging arrangements pursuant
to
such Hedging Agreement during the period from and including the twenty-fifth
month of such Hedging Agreement to and including the forty-eighth month of
such
Hedging Agreement.
T. Deletion
of Section 13.11.
Section
13.11 of the Agreement is hereby deleted in its entirety and restated as
follows:
Section
13.11. Payments
on Secured Second Lien Debt.
Until
such time as the Indebtedness arising under this Agreement is paid in full
and
the Lenders have no further obligation to the Borrower under this Agreement,
and
further subject to the terms and conditions of the Intercreditor Agreement,
the
Borrower agrees not to make any optional prepayments on the Secured Second
Lien
Debt, without first obtaining the prior written consent of the Required
Lenders.
U. Deletion
of Section 13.12.
Section
13.12 of the Agreement is hereby deleted in its entirety.
V. Restatement
of Section 14.1(e).
Part (e)
of the Section 14.1 of the Agreement is hereby deleted in its entirety and
restated as follows:
(e) Default
in Favor of Third Parties. Should
the Borrower or the Guarantor (i) fail to pay Debt having a principal amount
in
excess of $1,000,000.00 in the aggregate (other than the amounts referred to
in
Section 14.1(a)), or any interest or premium thereon, when due (or, if permitted
by the terms of the relevant document, within any applicable grace period),
whether such Debt shall become due by scheduled maturity, by required
prepayment, by acceleration, by demand or otherwise; or (ii) fail to perform
any
term, covenant or condition on its part to be performed under any agreement
or
instrument evidencing, securing or relating to Debt having a principal amount
in
excess of $1,000,000.00 in the aggregate, when required to be performed, and
such failure shall continue after the applicable grace period, if any, specified
in such agreement or instrument, if the effect of such failure is to
accelerate,
or to permit the holder or holders of such Debt to accelerate, the maturity
of
such Debt.
W. Revision
to Section 14.1.
The
first sentence of the paragraph following part (h) of Section 14.1 of the
Agreement is hereby deleted and restated as follows:
Upon
the
occurrence of an Event of Default, the Line of Credit Loan Commitment will,
at
the option of the Lenders, either terminate or be suspended (including any
obligation to make any further Facility Loans), and, at the Lenders' option,
the
Notes and all Indebtedness of the Borrower will become immediately due and
payable, except that in the case of type described in the "Insolvency"
subsection above, such acceleration shall be automatic and not optional.
X. References
to Secured Subordinated Debt. As
of the
Third Amendment Effective Date, all references in the Agreement (as amended
by
this Third Amendment) to “Secured Subordinated Debt” shall be deemed references
to “Secured Second Lien Debt.”
Y. Consent
by Lenders to Secured Second Lien Debt. Subject
to the terms and conditions of the Intercreditor Agreement, the Lenders do
hereby permit (i) the Secured Second Lien Debt to be extended, (ii) the Borrower
to grant the liens contemplated by the Second Lien Credit Agreement and the
Loan
Documents (as defined in the Second Lien Credit Agreement), and (iii) the
execution of the guarantees contemplated by the Second Lien Credit Agreement.
In
addition, the Lenders authorize, ratify and confirm the Agent’s execution of the
Intercreditor Agreement on behalf of the Lenders.
Z. Confirmation
of Related Documents. It
is the
intention of the parties that all of the liens, privileges, priorities, and
equities existing and to exist under and in accordance with the terms of the
Related Documents are hereby renewed, extended, and carried forward as security
for the Indebtedness. In addition, the Guarantor hereby confirms its guaranty
of
the Indebtedness, which guaranty is evidenced by that certain Commercial
Guaranty dated September 30, 2004 by Guarantor in favor of Agent.
AA. Representations;
No Default.
On and
as of the date of this Third Amendment, and after giving effect to this Third
Amendment, the Borrower and the Guarantor confirm, reaffirm, and restate the
representations and warranties set forth in the Agreement and the Loan
Documents, except to the extent that such representations and warranties relate
solely to a specified date; provided, that each reference to the Agreement
herein shall be deemed to include the Agreement as amended by this Third
Amendment.
BB. Payment
of Expenses.
The
Borrower agrees to pay or reimburse the Lender for all reasonable legal fees
and
expenses of counsel to the Agent in connection with the transactions
contemplated by this Third Amendment.
CC. Amendments.
The
Agreement and this Third Amendment are credit or loan agreements as described
in
LA. R.S. 6:§1121, et seq. There are no oral agreements between the Agent and
Lenders and the Borrower and/or Guarantor. The Agreement, as amended by this
Third Amendment, and the other Loan Documents set forth the entire agreement
of
the parties with respect to the subject matter hereof and supersede all prior
written and oral understandings between the Borrower, the Guarantor, the Agent,
and the Lenders, with respect to the matters herein and therein set forth.
The
Agreement, as amended by this Third Amendment, cannot be modified or amended
except by a writing signed and delivered by the Borrower, the Guarantor, the
Agent and the Lenders.
DD. Waiver
of Defenses.
In
consideration of the Lenders’ execution of this Third Amendment, the Borrower
and Guarantor do hereby irrevocably waive any and all claims and/or defenses
to
payment on any indebtedness arising under the Agreement and owed by any of
them
to the Lender that may exist as of the date of execution of this Third
Amendment.
EE. Governing
Law: Counterparts.
The
Third Amendment shall be governed by and construed in accordance with the laws
of the State of Louisiana. This Third Amendment may be executed in any number
of
counterparts, all of which counterparts, when taken together, shall constitute
one and the same instrument.
FF. Continued
Effect.
Except
as expressly modified herein, the Agreement shall continue in full force and
effect. The Agreement as amended herein is hereby ratified and confirmed by
the
parties hereto.
GG. Reliance
on Corporate Resolutions. The
Borrower and the Guarantor hereby certify to the Lenders that the resolutions
delivered in connection with the Agreement remain in effect, and that Xxxx
X.
Xxxxxx is authorized to execute this Third Amendment on behalf of Borrower
and
Guarantor.
(The
remainder of this page was intentionally left blank.)
IN
WITNESS WHEREOF,
the
parties hereto have caused this Third Amendment to be executed and delivered
as
of the date hereinabove provided by the authorized officers each hereunto duly
authorized.
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
Agent:
HIBERNIA
NATIONAL BANK, as Agent
By:
/s/
Xxxxx X. Xxxx
Name:
Xxxxx X. Xxxx
Title:
Senior Vice President
Lenders:
HIBERNIA
NATIONAL BANK
By:
/s/
Xxxx Xxxxxxxxxx
Name:
Xxxx Xxxxxxxxxx
Title:
Senior Vice President
UNION
BANK OF CALIFORNIA, N.A.
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Assistant Vice President
