-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8Q+9Lx0+Qj01NVLddqjirxfqZMkeQuZ1S3DP8GwkQt7o5tml0H2Cf3f+Wqd/fVk KAei3JT0cGxAnLF0fgYhew== 0001040593-05-000042.txt : 20050503 0001040593-05-000042.hdr.sgml : 20050503 20050503133056 ACCESSION NUMBER: 0001040593-05-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARRIZO OIL & GAS INC CENTRAL INDEX KEY: 0001040593 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760415919 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 05794119 BUSINESS ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2814961352 MAIL ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 8-K 1 k8042705.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 27, 2005 CARRIZO OIL & GAS, INC. (Exact name of registrant as specified in its charter) Texas 000-22915 76-0415919 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1000 Louisiana Street Suite 1500 Houston, Texas 77002 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 328-1000 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 27, 2005, Carrizo Oil & Gas, Inc. (the "Company") amended its senior credit facility, which provides the Company with a revolving line of credit of up to $75.0 million and a term loan facility of up to $25.0 million (the "Senior Credit Facility"), pursuant to the Second Amendment to the Second Amended and Restated Credit Agreement dated as of April 27, 2005 among the Company, CCBM, Inc., Hibernia National Bank and Union Bank of California, N.A. (the "Credit Facility Amendment"). Such amendment includes without limitation: (1) the restatement of the covenant regarding maintenance of a minimum shareholders' equity such that it requires a minimum equal to $108,773,000, plus 100% of all subsequent common and preferred equity contributed by the Company's shareholders subsequent to December 31, 2004, plus 50% of all positive earnings occurring subsequent to December 31, 2004, and (2) the addition of a provision restricting loans from the Company to subsidiaries or guarantors of the Senior Credit Facility if the proceeds of such loans will be invested in an entity in which the Company holds an equity interest. The foregoing description of the Credit Facility Amendment does not purport to be complete and is qualified by reference to the complete document, which is attached to this Current Report as an exhibit and incorporated herein by reference. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits.
EXHIBIT NUMBER DESCRIPTION -------------- ----------- 10.1 Second Amendment to Second Amended and Restated Credit Agreement dated as of April 27, 2005 by and among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank, as Agent, Union Bank of California, N.A., as co-agent, and Hibernia National Bank and Union Bank of California, N.A., as lenders.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARRIZO OIL & GAS, INC. By: /s/ Paul F. Boling ------------------ Name: Paul F. Boling Title: Vice President and Chief Financial Officer Date: May 3, 2005 INDEX TO EXHIBITS 10.1 Second Amendment to Second Amended and Restated Credit Agreement dated as of April 27, 2005 by and among Carrizo Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank, as Agent, Union Bank of California, N.A., as co-agent, and Hibernia National Bank and Union Bank of California, N.A., as lenders. EX-10 2 exh101.txt SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated and effective as of April 27, 2005 (this "Second 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 (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 Second Amendment. B. REVISION TO DEFINED TERMS. 1. The following new definition is hereby added to Section 1.1 of the Agreement: "SECOND AMENDMENT" shall mean that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of April 27, 2005, by and among the Borrower, the Guarantor, the Agent, and the Lenders. 1 C. RESTATEMENT OF SECTION 12.8(d). Section 12.8(d) of the Agreement is hereby deleted in its entirety and restated as follows: (d) MINIMUM SHAREHOLDER'S EQUITY. The Borrower shall maintain at all times a minimum shareholder's equity of not less than: Commencing December 31, 2004: $108,773,000 plus (i) 100% of all common and preferred equity contributed by shareholders of Borrower subsequent to December 31, 2004, plus (ii) 50% of all positive earnings occurring subsequent to December 31, 2004. 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. D. RESTATEMENT OF SECTION 13.6(e). Part (e) of Section 13.6 of the Agreement is hereby deleted in its entirety and restated as follows: (e) Loans by the Borrower to the Guarantor and any other Subsidiary of Borrower that is a guarantor of the Indebtedness and/or capital contributions and/or investments by the Borrower in the Guarantor and any other Subsidiary of Borrower that is a guarantor of the Indebtedness; provided, however, the following loans, investments, and/or capital contributions are excluded from this part (e): loans, investments, and/or capital contributions by the Borrower to the Guarantor and/or any other Subsidiary of Borrower that is a guarantor of the Indebtedness, if the Guarantor or other said Subsidiary uses the proceeds of such loan, contribution or investment to invest in Pinnacle Gas Resources, Inc. or any other entity in which the Borrower, the Guarantor or other said Subsidiary owns an equity interest. E. 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. F. REPRESENTATIONS; NO DEFAULT. On and as of the date of this Second Amendment, and after giving effect to this Second Amendment, the Borrower and the Guarantor confirm, reaffirm, and restate the representations and warranties set forth in the Agreement and the Loan Documents; provided, that each reference to the Agreement herein shall be deemed to include the Agreement as amended by this Second Amendment. 2 G. PAYMENT OF EXPENSES. The Borrower agrees to pay or reimburse the Lender for all legal fees and expenses of counsel to the Agent in connection with the transactions contemplated by this Second Amendment. H. AMENDMENTS. The Agreement and this Second Amendment are credit or loan agreements as described in LA. R.S. 6:ss.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 Second 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 Second Amendment, cannot be modified or amended except by a writing signed and delivered by the Borrower, the Guarantor, the Agent and the Lenders. I. WAIVER OF DEFENSES. In consideration of the Lenders' execution of this Second 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 Second Amendment. J. GOVERNING LAW: Counterparts. The Second Amendment shall be governed by and construed in accordance with the laws of the State of Louisiana. This Second Amendment may be executed in any number of counterparts, all of which counterparts, when taken together, shall constitute one and the same instrument. K. 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. L. 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 Paul F. Boling is authorized to execute this Second Amendment on behalf of Borrower and Guarantor. 3 IN WITNESS WHEREOF, the parties hereto have caused this Second 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/ Paul F. Boling ------------------- Name: Paul F. Boling Title: Vice President and Chief Financial Officer Guarantor: CCBM, INC. a Delaware corporation By: /s/ Paul F. Boling ------------------ Name: Paul F. Boling Title: Vice President and Chief Financial Officer Agent: HIBERNIA NATIONAL BANK, as Agent By: /s/ David R. Reid ----------------- Name: David R. Reid Title: Senior Vice President Lenders: HIBERNIA NATIONAL BANK By: /s/ David R. Reid ----------------- Name: David R. Reid Title: Senior Vice President UNION BANK OF CALIFORNIA, N.A. By: /s/ Damien Meiburger -------------------- Name: Damien Meiburger Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----