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EXHIBIT 4.8
EIGHTH AMENDMENT
TO
FIRST AMENDED, RESTATED, AND COMBINED LOAN AGREEMENT
DATED AUGUST 28, 1997
BY AND BETWEEN CARRIZO OIL & GAS, INC.
AND COMPASS BANK
This Eighth Amendment to the Loan Agreement (this "Eighth Amendment") by
and between CARRIZO OIL & GAS, INC., a Texas corporation (the "Borrower"), and
COMPASS BANK, an Alabama state chartered bank, formerly a Texas chartered bank
(the "Bank"), is entered into on this 11th day of November 1999, and shall be
effective as of that date for all purposes.
WITNESSETH:
Borrower and Bank entered into a First Amended, Restated, and Combined
Loan Agreement dated August 28, 1997, as amended by the First Amendment thereto
dated December 23, 1997, the Second Amendment thereto dated December 30, 1997,
the Third Amendment thereto dated July 30, 1998, the Fourth Amendment thereto
dated September 24, 1998, the Fifth Amendment thereto dated March 22, 1999, the
Sixth Amendment thereto dated April 23, 1999 and the Seventh Amendment thereto
dated August 27, 1999 (collectively, the "Loan Agreement"). Capitalized terms
used, but not defined herein, shall have the meanings prescribed therefor in the
Loan Agreement.
Borrower has requested that the Loan Agreement be further amended and
that the Bank consent to Borrower entering into a certain subordinated loan
transaction otherwise disallowed under certain covenants in the Loan Agreement,
and the Bank has agreed to such requests, subject to the terms and conditions
set forth in this Eighth Amendment.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by Borrower and Bank, and each intending
to be legally bound hereby, the parties agree as follows:
I. Specific Amendments to Loan Agreement.
Article I, Definitions, is hereby amended by adding the following
definitions thereto:
"Directors" means, individually and collectively, Xxxx X. Xxxx,
Xx., Xxxxxx X. Xxxxxxx and Xxxxxxx X.X. Xxxxxxxx.
"Directors' Overriding Royalty Interests" means certain
overriding royalty interests to be granted by Borrower to the Directors
pursuant to an Assignment of Overriding Royalty Interest in the form of
Exhibit "C" attached to the Subordinated Loan Agreement, to the extent
of such interests as described on Exhibit "D" attached to the Eighth
Amendment.
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"Eighth Amendment" means the Eighth Amendment to this Agreement
executed by Borrower and Bank on November 11, 1999.
"Subordination Agreement" means the Subordination Agreement
between the Bank, Borrower and the Directors dated November 11, 1999 in
the form of Exhibit "B" attached to the Eighth Amendment.
"Subordinated Lien Documents" means the (i) Deed of Trust,
Assignment of Production, Security Agreement and Financing Statement,
(ii) the Mortgage, Collateral Assignment, Security Agreement and
Financing Statement, and (iii) the UCC-Financing Statements, all such
documents dated November 11, 1999 and evidencing the subordinated liens
and security interest granted by Borrower to the Directors pursuant to
the Subordinated Loan Agreement.
"Subordinated Loan Agreement" means that certain letter loan
agreement between Borrower and the Directors dated November 11, 1999 in
the form attached as Exhibit "C" to the Eighth Amendment.
"Subordinated Promissory Note" means that certain promissory note
dated November 11, 1999 executed by Borrower payable to Xxxxxxx X.X.
Xxxxxxxx, as collateral agent for each of the Directors, in the form
attached as Exhibit "A" to the Subordinated Loan Agreement.
Article I, Definitions, is hereby amended by revising the definition of
"Loan Documents" by adding the clause "including the Subordination Agreement"
immediately after the word "Agreement" on the fourth line of that definition.
Article III, Conditions, is hereby amended by adding the following
Section 3.22.
3.22 Conditions Precedent in Connection with the Eighth
Amendment. The Eighth Amendment shall not be binding on the Bank until
satisfaction of the following conditions precedent:
(a) Receipt of Eighth Amendment and Compliance Certificate. Bank
shall have received multiple fully executed counterparts of the Eighth
Amendment, as requested by Bank, and the Compliance Certificate duly
executed by an authorized officer for Borrower.
(b) Additional Loan Documents. Bank shall have received multiple
fully executed counterparts of the Subordination Agreement and certain
other Security Instruments, including (i) a Deed of Trust, Security
Agreement, Financing Statement and Assignment of Production, (ii) a
First Amendment to Deed of Trust, Security Agreement, Financing
Statement and Assignment of Production, (iii) a Second Amendment to
Security Agreement, (iv) UCC - Financing Statements, and (v) any other
Security Instruments reasonably requested by Bank, all in form and
substance satisfactory to Bank, to evidence the security interests in
the additional Borrowing Base Oil and Gas Properties described on
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Exhibit A to the Eighth Amendment, which are added to the Borrowing Base
Properties pursuant to the Eighth Amendment.
(c) Accuracy of Representations and Warranties and No Event of
Default. The representations and warranties contained in Article IV of
the Loan Agreement shall be true and correct in all material respects on
the date of the Eighth Amendment with the same effect as though such
representations and warranties had been made on such date; and no Event
of Default shall have occurred and be continuing or will have occurred
upon the execution of the Eighth Amendment.
(d) Legal Matters Satisfactory to Special Counsel to Bank. All
legal matters incident to the consummation of the transactions
contemplated by the Eighth Amendment shall be satisfactory to the firm
of Xxxxxx & Xxxxxx, L.L.P., special counsel for Bank.
(e) Legal Fees. All legal fees and expenses owed by Bank to
Xxxxxx & Xxxxxx, L.L.P. in connection with the Loan Agreement shall have
been paid by Borrower. Such unpaid fees and expenses for which invoices
have been sent to Borrower through October 1999 total $10,509.32. In
addition, Borrower shall have paid the legal fees and expenses incurred
by Bank to such counsel in connection with the Eighth Amendment through
October 1999 in the amount of $5,150.00 for which an invoice will be
delivered to Borrower upon its signing of the Eighth Amendment.
(f) No Material Adverse Change. No material adverse change shall
have occurred since the date of this Agreement in the condition,
financial or otherwise, of Borrower.
Article V, Affirmative Covenants, is hereby amended by adding the
following new Section 5.37:
5.37 Unsatisfied Title Issues. Prior to January 15, 2000,
Borrower shall cure or shall cause to be cured all unsatisfied title
issues relating to the additional Borrowing Base Oil and Gas Properties
added to the Borrowing Base pursuant to the Eighth Amendment as
described on those certain letters dated October 21, 1999 and October
22, 1999 from Bank's counsel, Xxxxxx & Xxxxxx, L.L.P., to Borrower.
Section 6.01, Other Indebtedness, as amended by the Seventh
Amendment, is hereby further amended by deleting the word "and"
immediately preceding clause (e) and adding the following clause (f) at
the end of that Section:
and (f) the Indebtedness evidenced by the Subordinated Promissory
Note dated November 11, 1999 executed by Borrower and payable the
order of Xxxxxxx X.X. Xxxxxxxx as collateral agent for each of
the Directors evidencing the obligations of Borrower pursuant to
the Subordinated Loan Agreement.
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Schedule 1.01(a) of the Loan Agreement, as previously amended and/or
supplemented, is hereby amended by adding thereto the Borrowing Base Oil and Gas
Properties described on Exhibit "A" attached to this Eighth Amendment.
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II Certain Consents. Bank consents to Borrower:
A. Entering into the Subordinated Loan Agreement and
executing the Subordinated Promissory Note evidencing
Borrower's obligations to the Directors pursuant to the
Subordinated Loan Agreement, the terms of such notes
thereby limited and restricted by the Subordination
Agreement;
B. Granting certain subordinated liens in the Borrowing Base
Oil and Gas Properties pursuant to the Subordinated Lien
Documents in favor of the Directors to the extent provided
for in the Subordinated Loan Agreement, the terms of such
lien documents thereby limited and restricted by the
Subordination Agreement; and
C. Granting of the Directors' Overriding Royalty Interests in
certain of the Borrowing Base Oil and Gas Properties to
the extent provided for in the Subordinated Loan
Agreement, provided that any such overriding royalty
interests shall be limited to the interests and the xxxxx
described on Exhibit "D" attached to this Eighth
Amendment, calculated as set forth in Subordinated Loan
Agreement.
III Certain Waivers. Bank hereby waives compliance with the negative
covenants of the Loan Agreement, including the provisions of Section 6.01, 6.04
and 6.06 of the Loan Agreement, solely to the extent that any such covenants
would be breached by the closing of the transaction evidenced by the
Subordinated Loan Agreement to the extent but only to the extent that such
transaction is described in the Subordinated Loan Agreement.
IV Partial Releases of Liens. Upon the satisfaction of all the
conditions set forth in this Eighth Amendment and the Subordinated Loan
Agreement, Bank shall, if necessary and at the expense of Borrower, execute and
deliver to Borrower a partial release sufficient to allow Borrower to grant the
Directors' Overriding Royalty Interests, listed on Exhibit D attached hereto,
except for the Xxxxxxx #1 Well and the Xxxxxxx Le Tulle #1 Well for which the
Directors' Overriding Royalty Interests have been assigned contemporaneously
with this Eighth Amendment. If the assignment of such overriding royalty
interests causes the net revenue interests of Borrower that were mortgaged or
pledged to Bank to be less than as set forth in the applicable mortgage
instruments, such reduction will not be deemed to constitute a breach of any
representation or warranty INSOFAR BUT ONLY INSOFAR as the reduction is caused
by the assignment of such overriding royalty interests, provided that if any of
such assignments cause a reduction in the Borrowing Base such that a Loan Excess
results, Borrower shall cure such Loan Excess as provided in Section 2.09 of the
Loan Agreement.
V Reaffirmation of Representations and Warranties. To induce Bank to
enter into this Eighth Amendment, Borrower hereby reaffirms, as of the date
hereof, its representations and warranties contained in Article IV of the Loan
Agreement and in all other documents executed pursuant thereto, and additionally
represents and warrants as follows:
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A. The execution and delivery of this Eighth Amendment and the
performance by Borrower of its obligations under this Eighth Amendment
are within Borrower's power, have been duly authorized by all necessary
corporate action, have received all necessary governmental approval (if
any shall be required), and do not and will not contravene or conflict
with any provision of law or of the articles of incorporation, charter
or bylaws of Borrower or of any agreement binding upon Borrower.
B. The Loan Agreement as amended by this Eighth Amendment,
represents the legal, valid and binding obligations of Borrower,
enforceable against Borrower in accordance with its terms, subject as to
enforcement only to bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights
generally.
C. No Event of Default or Unmatured Event of Default has occurred
and is continuing as of the date hereof.
VI Defined Terms. Except as amended hereby, terms used herein that are
defined in the Loan Agreement shall have the same meanings in this Eighth
Amendment.
VII Reaffirmation of Loan Agreement. This Eighth Amendment shall be
deemed to be an amendment to the Loan Agreement, and the Loan Agreement, as
further amended hereby, is hereby ratified, approved and confirmed in each and
every respect. All references to the Loan Agreement herein and in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to
the Loan Agreement as amended hereby.
VIII Entire Agreement. The Loan Agreement, as hereby further amended,
embodies the entire agreement between Borrower and Bank and supersedes all prior
proposals, agreements and understandings relating to the subject matter hereof.
Borrower certifies that it is relying on no representation, warranty, covenant
or agreement except for those set forth in the Loan Agreement as hereby further
amended and the other documents previously executed or executed of even date
herewith.
IX Governing Law. THIS EIGHTH AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA. This Eighth Amendment has been entered
into in Xxxxxx County, Texas, and it shall be performable for all purposes in
Xxxxxx County, Texas. Courts within the State of Texas shall have jurisdiction
over any and all disputes between Borrower and Bank, whether in law or equity,
including, but not limited to, any and all disputes arising out of or relating
to this Eighth Amendment or any other Loan Document; and venue in any such
dispute whether in federal or state court shall be laid in Xxxxxx County, Texas.
X Severability. Whenever possible each provision of this Eighth
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Eighth Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Eighth Amendment.
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XI Execution in Counterparts. Each party hereto acknowledges that this
Agreement may be executed in several counterparts by each party at different
times and in different locations; that each separate counterpart bearing the
signature of any party may be effectively delivered to the other parties by the
delivery of an electronic facsimile sent via telecopier; that each party so
delivering any such counterpart shall be bound by its facsimile signature
thereon; and that the signature pages from counterparts signed by each party may
be collated into one or more copies of this agreement, which shall constitute
one and the same agreement among all parties hereto.
XII Section Captions. Section captions used in this Eighth Amendment are
for convenience of reference only, and shall not affect the construction of this
Eighth Amendment.
XIII Successors and Assigns. This Eighth Amendment shall be binding upon
Borrower and Bank and their respective successors and assigns, and shall inure
to the benefit of Borrower and Bank, and the respective successors and assigns
of Bank.
XIV Non-Application of Chapter 346 of Texas Finance Codes. In no event
shall Chapter 346 of the Texas Finance Code (which regulates certain revolving
loan accounts and revolving tri-party accounts) apply to this Loan Agreement as
hereby further amended or any other Loan Documents or the transactions
contemplated hereby.
XV Notice. THIS EIGHTH AMENDMENT TOGETHER WITH THE LOAN AGREEMENT, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Amendment to be duly executed as of the day and year first above written.
BANK BORROWER
COMPASS BANK CARRIZO OIL & GAS, INC.
By: By:
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Xxxxxxxx X. Xxxxx Xxxxx X. Xxxxxx
Vice President Vice President
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EXHIBIT "A"
PROPERTY DESCRIPTION
X. XXXXX-MATAGORDA COUNTY, TEXAS
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NET REVENUE
PROPERTY INTEREST WORKING INTEREST INTEREST
WELL NAME DESCRIPTION HOLDER PERCENTAGE PERCENTAGE
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II. LEASES-MATAGORDA COUNTY, TEXAS
X. XXXXX-SAN XXXXXXXX COUNTY, TEXAS
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NET REVENUE
PROPERTY INTEREST WORKING INTEREST INTEREST
WELL NAME DESCRIPTION HOLDER PERCENTAGE PERCENTAGE
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II. LEASES-SAN XXXXXXXX COUNTY, TEXAS
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EXHIBIT "B"
FORM OF SUBORDINATION AGREEMENT
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EXHIBIT "C"
FORM OF SUBORDINATED LOAN AGREEMENT
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EXHIBIT "D"
DIRECTOR'S OVERRIDING ROYALTY INTERESTS
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COMPLIANCE CERTIFICATE
I, Xxxxx X. Xxxxxx, Vice President of CARRIZO OIL & GAS, INC.
(the "Company"), pursuant to Section 3.22 of the First Amended, Restated, and
Combined Loan Agreement dated as of August 28, 1997, as amended, by and among
COMPASS BANK ("Bank") and the Company (the "Agreement") do hereby certify, as of
the date hereof, that to my knowledge:
1. No Event of Default (as defined in the Agreement) has occurred
and is continuing, and no Unmatured Event of Default (as defined
in the Agreement) has occurred and is continuing;
2. No material adverse change has occurred in the business
prospects, financial condition, or the results of operations of
the Company since the date of the previous Financial Statements
(as defined in the Agreement) provided to Bank;
3. Each of the representations and warranties of the Company
contained in Article IV of the Agreement is true and correct in
all respects.
This certificate is executed this 11th day of November 1999.
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Xxxxx X. Xxxxxx
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