SIXTH AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.2
SIXTH
AMENDMENT TO CREDIT AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”) executed
to be effective as of July 7, 2008, 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 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).
WITNESSETH:
WHEREAS, Borrower, Guarantors,
Administrative Agent and Lenders have entered into that certain Credit
Agreement, dated as of May 25, 2006 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”);
and
WHEREAS, Borrower, Guarantors,
Administrative Agent and Lenders desire to amend the Credit Agreement as
provided herein upon 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 2 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 Swap
Agreements. Section 7.06 of
the Credit Agreement shall be and it hereby is amended in its entirety to read
as follows:
Section
7.06 The Borrower will not, nor will it permit any of its Restricted
Subsidiaries to, enter into or maintain any Swap Agreement, except the Swap
Agreements required under Section 6.11 and Swap Agreements entered into in the
ordinary course of business and not for speculative purposes to (a) hedge or
mitigate Crude Oil and Natural Gas price risks to which the Borrower or any
Restricted Subsidiary has actual exposure, and (b) effectively cap, collar or
exchange interest rates (from fixed to floating rates, from one floating rate to
another floating rate or otherwise) with respect to any interest-bearing
liability or investment of any Credit Party; provided that with
respect to the preceding clause (a), (i) to the extent any such Swap Agreements
require any Credit Party to deliver money, assets or other security, including
letters of credit, against any event of nonperformance prior to actual default
by such Credit Party in the performance of its obligations thereunder (excluding
any such Swap Agreement with any Lender Counterparty that only requires the
delivery of the money, assets or other security required pursuant to the Loan
Documents), the aggregate value of all money, assets or other security,
including the amount drawn or which could
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be
drawn under any such letters of credit, delivered by the Credit Parties, taken
as a whole, shall not exceed $10,000,000 in the aggregate at any time, and the
term of any transaction entered into after the Effective Date under any such
Swap Agreements requiring such delivery of money, assets or other security shall
not exceed twelve (12) months, (ii) such Swap Agreements (at the time each
transaction under such Swap Agreement is entered into) would not cause the
aggregate notional amount of Crude Oil and Natural Gas under all Swap Agreements
then in effect (including the Swap Agreements required under Section 6.11) to
exceed seventy-five percent (75%) of the “forecasted production from proved
producing reserves” (as defined below) of the Borrower and the Restricted
Subsidiaries for the forthcoming five (5) year period, and (iii) the maximum
duration of any transaction under such Swap Agreements does not exceed sixty
(60) months. As used in this clause, “forecasted production from
proved producing reserves” means the forecasted production of Crude Oil and
Natural Gas as reflected in the most recent Reserve Report delivered to the
Administrative Agent pursuant to Section 6.01, after giving effect to any pro
forma adjustments for the consummation of any Acquisitions or Dispositions of
Oil and Gas Interests and production from new xxxxx completed since the
effective date of such Reserve Report. Once the Borrower or any
Restricted Subsidiaries enters into a Swap Agreement or any hedge transaction
pursuant to any Swap Agreement, the terms and conditions of such Swap Agreement
and such hedge transaction may not be amended or modified, nor may such Swap
Agreement or hedge transaction be cancelled without the prior written consent of
Required Lenders.
SECTION 2. Conditions. The
amendments to the Credit Agreement contained in Section 1 of this
Amendment shall be effective upon the satisfaction of each of the conditions set
forth in this Section 2.
2.1 Execution and
Delivery. Each Credit Party, the Required Lenders, and the
Administrative Agent shall have executed and delivered this
Amendment.
2.2 No Default. No
Default shall have occurred and be continuing or shall result from the
effectiveness of this Amendment.
2.3 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 satisfactory to the Administrative Agent.
SECTION 3. Representations and Warranties of
Borrower. To induce the Lenders to enter into this Amendment,
each Credit Party hereby represents and warrants to the Lenders as
follows:
3.1 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
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all
material respects as of the date hereof (except to the extent such
representations and warranties specifically refer to an earlier
date).
3.2 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.
3.3 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.
SECTION
4. Miscellaneous.
4.1 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. Each Credit Party hereby agrees that
the amendments and modifications herein contained shall in no 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.
4.2 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.
4.3 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.
4.4 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 Guarantors, the Required
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.
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4.5 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.
4.6 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.
4.7 Governing Law. This
Amendment shall be construed in accordance with and governed by the law of the
State of Texas.
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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 | ||
| 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 | ||
|
ADMINISTRATIVE
AGENT AND LENDER:
|
|||
| JPMORGAN CHASE BANK, NATIONAL | |||
| ASSOCIATION, individually and as Administrative Agent | |||
|
|
By:
|
/s/Jo Xxxxx Xxxxxxxxx | |
| Name: | Jo Xxxxx Xxxxxxxxx | ||
| Title: | Vice President | ||
| GUARANTY BANK, as a Lender | |||
|
|
By:
|
/s/Xxxxx X. Xxxxxx III | |
| Name: | Xxxxx X. Xxxxxx III | ||
| Title: | Senior Vice President | ||
| BANK OF SCOTLAND PLC, as a Lender | |||
|
|
By:
|
/s/Xxxxx X. Xxxxxxxx | |
| Name: | Xxxxx X. Xxxxxxxx | ||
| Title: | Assistant Vice President | ||
| U.S. BANK NATIONAL ASSOCIATION, as a Lender | |||
|
|
By:
|
/s/Xxxxxxx Xxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx Xxxxx | ||
| Title: | Assistant Vice President | ||
| CREDIT SUISSE, Cayman Islands Branch, as a Lender | |||
|
|
By:
|
/s/Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | ||
| Title: | Director | ||
| By: | /s/Xxxxx Xxxxx | ||
| Name: | Xxxxx Xxxxx | ||
| Title: | Associate | ||
| FORTIS CAPITAL CORP., as a Lender | |||
|
|
By:
|
/s/Xxxxx Xxxxxxxxxx | |
| Name: | Xxxxx Xxxxxxxxxx | ||
| Title: | Director | ||
| By: | /s/Xxxx Xxxxx | ||
| Name: | Xxxx Xxxxx | ||
| Title: | Director | ||
