ELEVENTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT
10.1
EXECUTION
VERSION
ELEVENTH
AMENDMENT TO CREDIT AGREEMENT
ELEVENTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”) dated as
of December 16, 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 XXXXX
FARGO BANK, N.A., 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,
Administrative Agent and Lenders are party to
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, Guarantors,
Administrative Agent and Lenders have agreed to amend the Credit Agreement (a)
to increase the Aggregate Commitment and Borrowing Base, (b) to provide for the
increase of the Commitments of certain Lenders and the addition of a new Lender,
and (c) for certain other purposes as provided herein, in each case, subject to
the terms and conditions set forth herein.
NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements herein contained and 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 Cover Page. The
cover page to the Credit Agreement shall be and it hereby is amended in its
entirety and replaced with the cover page attached hereto as Annex A.
1.2 Additional
Definitions. The following definition shall be and it hereby
is added to Section 1.01 of
the Credit Agreement in appropriate alphabetical order:
“Eleventh Amendment Effective
Date” means December 16, 2009.
1.3 Amended
Definitions. 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 Eleventh Amendment Effective Date, $350,000,000 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
Eleventh
Amendment to Credit Agreement
Page
1
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 Commitment, the Aggregate Commitment shall be reduced automatically to
the amount of the Borrowing Base in effect at such time.
1.4 Amendment to Schedule
2.01. Schedule 2.01 to the
Credit Agreement shall be and it hereby is amended in its entirety and replaced
with Schedule
2.01 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 the date of this Amendment, the
Borrowing Base is $350,000,000 and the Monthly Reduction is $0.00, and such
redetermined Borrowing Base and Monthly Reduction shall remain in effect until
the next Redetermination of the Borrowing Base.
SECTION
3. New Lenders, Increase of Commitments
and Reallocation of Commitments and Loans. The Lenders have
agreed among themselves to (a) reallocate their respective Commitments, (b)
allow certain financial institutions identified by the Administrative Agent, in
consultation with the Borrower, to become a party to the Credit Agreement as a
Lender (each, a “New
Lender”) with an initial Commitment as set forth on Schedule 2.01 to this
Amendment and (c) allow certain financial institutions to increase their
respective Commitments under the Credit Agreement to the amount set forth on
Schedule 2.01
to this Amendment (each, an “Increasing
Lender”). The Administrative Agent and the Borrower hereby
consent to such reallocation, each New Lender’s Commitment and the increase of
each Increasing Lender’s Commitment. On the Eleventh Amendment
Effective Date and after giving effect to such reallocation and increase of the
Aggregate Commitment, the Commitment and Applicable Percentage of each Lender
shall be as set forth on Schedule 2.01 to this
Amendment. Each Lender (including each New Lender and each Increasing
Lender) hereby consents to the Applicable Percentages and Commitments set forth
on Schedule
2.01 to this Amendment. Any reallocation of the Aggregate
Commitment 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 any such assignment and
reallocation. The Administrative Agent hereby waives the $3,500
processing and recordation fee set forth in Section
11.04(b)(ii)(C) of the Credit Agreement with respect to the assignments
and reallocations contemplated by this Section
3. 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 and increase of the Aggregate Commitment 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 the Aggregate Commitment
contained in
Eleventh
Amendment to Credit Agreement
Page
2
Section 3 of this
Amendment shall be 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 Notes. The 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.
4.4 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 the
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
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 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.
Eleventh
Amendment to Credit Agreement
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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. The
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.
6.4 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. 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.
6.5 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.
6.6 Governing Law. This
Amendment shall be construed in accordance with and governed by the law of the
State of Texas.
6.7 Severability. Any
provision of this Amendment held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.
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.
Eleventh
Amendment to Credit Agreement
Page
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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 | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| 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 | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| CHAMA PIPELINE HOLDING LLC | |||
|
|
By:
|
/s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | ||
| Title: | Vice President | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| XXXXX FARGO BANK, N.A., as | |||
| Administrative Agent, Issuing Bank and as a | |||
| Lender | |||
|
|
By:
|
/s/ Xxxx XxXxxxxx | |
| Name: | Xxxx XxXxxxxx | ||
| Title: | Vice President | ||
| Senior Portfolio Manager | |||
Eleventh
Amendment to Credit Agreement
Signature
Page
| ROYAL BANK OF CANADA, | |||
| as a Co-Syndication Agent and as a Lender | |||
|
|
By:
|
/s/ Xxx X. XxXxxxxxxxx | |
| Name: | Xxx X. XxXxxxxxxxx | ||
| Title: | Authorized Signatory | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| CALYON NEW YORK BRANCH, | |||
| as a Co-Syndication Agent and as a Lender | |||
|
|
By:
|
/s/ Xxx Xxxxxxxx | |
| Name: | Xxx Xxxxxxxx | ||
| Title: | Managing Director | ||
| By: | /s/ Xxxxxxx Xxxxx | ||
| Name: | Xxxxxxx Xxxxx | ||
| Title: | Director | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| CAPITAL ONE, N.A., | |||
| as Documentation Agent and as a Lender | |||
|
|
By:
|
/s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | ||
| Title: | Senior Vice President | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| UNION BANK, N.A. (f/k/a UNION BANK | |||
| OF CALIFORNIA, N.A.), | |||
| as a Lender | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Vice President | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| U.S. BANK NATIONAL ASSOCIATION, | |||
| as a Lender | |||
|
|
By:
|
/s/ Xxxxxx X. Xxxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxxx | ||
| Title: | Vice President | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| CREDIT SUISSE AG, Cayman Islands Branch | |||
| as a Lender | |||
|
|
By:
|
/s/ Xxxxxxx Xxxxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxxxx | ||
| Title: | Vice President | ||
| By: | /s/ Xxxxx Xxxxxxxx | ||
| Name: | Xxxxx Xxxxxxxx | ||
| Title: | Vice President | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| BBVA COMPASS BANK (as successor in | |||
| interest to Guaranty Bank), as a Lender | |||
|
|
By:
|
/s/ Xxxxxxxx X. Xxxxx | |
| Name: | Xxxxxxxx X. Xxxxx | ||
| Title: | Senior Vice President | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| FORTIS CAPITAL CORP., | |||
| as a Lender | |||
|
|
By:
|
//s/ Xxxxxxxx Xxxxx | |
| Name: | Xxxxxxxx Xxxxx | ||
| Title: | Vice President | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxxx | ||
| Title: | Director | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
| BBVA COMPASS BANK, as a Lender | |||
|
|
By:
|
/s/ Xxxxxxxx X. Xxxxx | |
| Name: | Xxxxxxxx X. Xxxxx | ||
| Title: | Senior Vice President | ||
Eleventh
Amendment to Credit Agreement
Signature
Page
SCHEDULE
2.01
APPLICABLE
PERCENTAGES AND COMMITMENTS
|
Lender
|
Title
|
Applicable
Percentage
|
Commitment1
|
|
Xxxxx
Fargo Bank, N.A.
0000
Xxxxxxx Xxx. 3rd
Floor
MAC
C7300-035
Xxxxxx,
XX 00000
Attention:
Xxxx Xxxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Xxxx.x.xxxxxxxxx@xxxxxxxxxx.xxx
With
a copy to:
Xxxxx
Fargo Bank, N.A.
1000
Louisiana, 0xx
Xxxxx
XXX
X0000-000
Xxxxxxx,
Xxxxx 00000
Attention:
Xxxxx Xxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
xxxxx.xxxxxx@xxxxxxxxxx.xxx
|
Administrative
Agent and a Lender
|
16.00000000%
|
$57,000,000.00
|
|
Royal
Bank of Canada
3900
Xxxxxxxx Tower
0000
Xxxx Xxx Xxxx.
Xxxxxxx,
Xxxxx 00000
Attention:
Xxx XxXxxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
xxx.xxxxxxxxxxx@xxxxx.xxx
|
Co-Syndication
Agent and a Lender
|
13.57142857%
|
$47,500,000.00
|
| 1 | As of the Eleventh Amendment Effective Date, as such commitment may be (a) reduced from time to time pursuant to Section 2.02, (b) increased from time to time as a result of changes in the Aggregate Commitment pursuant to Section 2.02A, (c) reduced or increased from time to time as a result of changes to the Borrowing Base, and (d) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. |
Eleventh
Amendment to Credit Agreement
Schedule
2.01
|
Calyon
New York Branch
0000
Xxxxxx Xxxxxx
Xxxxx
0000
Xxxxxxx,
Xxxxx 00000
Attention:
Xxx Xxxxxxxx
Telephone:
(000) 000-0000
xxx.xxxxxxxx@xx.xxxxxx.xxx
|
Co-Syndication
Agent and a Lender
|
13.57142857%
|
$47,500,000.00
|
|
Capital
One, N.A.
0000
Xxxxxxxxxx, Xxxxx 0000
Xxxxxxx,
Xxxxx 00000
Attention:
Xxxx Xxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
xxxx.xxxx@xxxxxxxxxxxxxx.xxx
|
Documentation
Agent and a Lender
|
13.57142857%
|
$47,500,000.00
|
|
Union
Bank, N.A.
000
Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx,
Xxxxx 00000
Attention:
Xxxxxx Xxxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
xxxxxx.xxxxxxxxx@xxxx.xxx
|
Lender
|
10.45000000%
|
$36,575,000.00
|
|
U.S.
Bank National Association
000
00xx
Xx., XXXXX0X
Xxxxxx,
XX 00000
Attention: Xxxxxx
X. Xxxxxxxxx
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
xxxxxx.xxxxxxxxx@xxxxxx.xxx
With
a copy to:
U.S.
Bank
555
SW Oak, PDORP7LS
Attention: Xxxx
Xxxx
Telephone: (000)
000-0000
Facsimile: (000)
000-0000
xxxx.xxxx@xxxxxx.xxx
|
Lender
|
8.00000000%
|
$28,500,000.00
|
Eleventh
Amendment to Credit Agreement
Schedule
2.01
|
Credit
Suisse
Eleven
Madison Avenue
New
York, New York 10010
Attention:
Xxxxxxx Xxxxxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Xxxxxxx.xxxxxxxxxxx@xxxxxx-xxxxxx.xxx
With
a copy to:
Credit
Suisse
Xxx
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention:
Loan Closers
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
xxxx.xxxxxxx@xxxxxx-xxxxxx.xxx
|
Lender
|
7.83571429%
|
$27,425,000.00
|
|
BBVA
Compass Bank (as successor in interest to Guaranty Bank)
00
Xxxxxxxx Xxxxx
Xxxxx
0000X
Xxxxxxx,
XX 00000
Attention:
Xxxxxxxx X. Xxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Xxxxx.Xxxxx@xxxxxxxxxxx.xxx
|
Lender
|
7.14285714%
|
$25,000,000.00
|
|
Fortis
Capital Corp.
0000
Xxxxx Xx.
Xxxxx
0000
Xxxxxxx,
Xxxxx 00000
Attention:
Xxxxx Xxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Xxxxx.xxxxxx@xx.xxxxxxxxxx.xxx
|
Lender
|
5.71428571%
|
$20,000,000.00
|
Eleventh
Amendment to Credit Agreement
Schedule
2.01
|
BBVA
Compass Bank
00
Xxxxxxxx Xxxxx
Xxxxx
0000X
Xxxxxxx,
XX 00000
Attention:
Xxxxxxxx X. Xxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Xxxxx.Xxxxx@xxxxxxxxxxx.xxx
|
Lender
|
3.71428571%
|
$13,000,000.00
|
|
TOTAL
|
100.0000000%
|
$350,000,000.00
|
Eleventh
Amendment to Credit Agreement
Schedule
2.01
ANNEX
A
|
CREDIT
AGREEMENT
dated
as of
May
25, 2006
among
CARRIZO
OIL & GAS, INC.,
as
Borrower
CERTAIN
SUBSIDIARIES OF BORROWER,
as
Guarantors
The
Lenders Party Hereto,
XXXXX
FARGO BANK, N.A.,
as
Administrative Agent, Sole Bookrunner and Sole Lead Arranger,
ROYAL
BANK OF CANADA AND CALYON NEW YORK BRANCH,
as
Co-Syndication Agents,
and
CAPITAL
ONE, N.A.,
as
Documentation Agent
$500,000,000
Senior Secured Revolving Credit Facility
|
(Logo of Xxxxx
Fargo)
Eleventh
Amendment to Credit Agreement
Annex
A
