8-K

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):  December 20, 2006

CARRIZO OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Texas	000-29187-87	76-0415919
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

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

Not applicable

(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 1.01Entry Into a Material Definitive Agreement.

On December 20, 2006, Carrizo Oil & Gas, Inc., a Texas corporation (the “Company” or “we”), entered into an amendment, effective as of December 19, 2006, to our Second Lien Credit Agreement with Credit Suisse, as Administrative Agent and Collateral Agent (the “Agent”), the guarantors party thereto and the lenders party thereto (the “Second Lien Credit Facility”). The amendment increases the principal amount available for borrowings under the Second Lien Credit Facility from $150 million to $225 million. The amendment also includes the following, without limitation: (1) a reduction in the interest rate on each Eurodollar Loan such that it is the adjusted LIBO Rate plus a margin of 4.75%; (2) a reduction in the interest rate on each Base Rate Loan such that it is (i) the greater of the Agent’s Prime Rate and the Federal Funds Effective Rate plus 0.5%, plus (ii) a margin of 3.75%; (3) an adjustment to the minimum quarterly interest coverage ratio such that it is 2.75 to 1.0 through and including December 31, 2007 and 3.0 to 1.0 thereafter; (4) an adjustment to the minimum quarterly proved reserve coverage ratio such that it is 1.5 to 1.0 through December 31, 2007 and 2.0 to 1.0 thereafter; and (5) a maximum total net recourse debt to EBITDA ratio of not more than 3.75 to 1.0 through December 31, 2007 and 3.25 to 1.0 thereafter.

Funding of additional borrowings under the amendment to the Second Lien Credit Facility is subject to customary closing conditions. The Company expects borrowings to take place on January 3, 2007, with net proceeds after payment of fees of approximately $72 million. The proceeds from additional borrowings under the amendment to the Second Lien Credit Facility are expected to be used to repay outstanding indebtedness under our First Lien Facility, pay associated transaction costs, to partially fund our ongoing capital expenditures program and for other general corporate purposes.

On December 20, 2006, in connection with the execution of the amendment to our Second Lien Credit Facility, we entered into an amendment effective as of December 19, 2006 to our first lien credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, the guarantors and the lenders party thereto (the “First Lien Credit Facility”). Such amendment includes, without limitation: (1) a revised borrowing base availability of $54.3 million (after the borrowings under the amendment to the Second Lien Credit Facility are made); (2) an adjustment to the maximum total net recourse debt to EBITDA ratio, such that the maximum is 3.75 to 1.0 through December 31, 2007 and 3.25 to 1.0 thereafter; and (3) the revision of other provisions and the addition of a consent which permit the additional indebtedness incurred and the liens granted under the amendment to the Second Lien Credit Facility described above.

The foregoing descriptions of the amendment to the Second Lien Credit Facility and the amendment to the First Lien Credit Facility are not complete and are qualified by reference to the complete documents which are attached hereto as exhibits and incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation.

On December 20, 2006, we entered into an amendment effective as of December 19, 2006 to each of our Second Lien Credit Facility and our First Lien Credit Facility which increased the principal amount available for borrowings under the Second Lien Credit Facility by

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 $75 million and will revise the borrowing base under the First Lien Credit Facility to $54.3 million after the funding of the $75.0 million, as described above. The discussion under Item 1.01 of this Current Report is incorporated herein by reference.

Item 7.01Regulation FD Disclosure.

On December 21, 2006, we issued a press release regarding the execution of the amendments to our First Lien Credit Facility and our Second Lien Credit Facility, which is furnished as Exhibit 99.1 to this report.

None of the information furnished in Item 7.01 and the accompanying exhibit 99.1 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company, that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Certain statements in this report, including but not limited to statements regarding funding under the Second Lien Credit Facility, benefits and effects of the amendments to the credit agreements, our capital expenditures program and the use of proceeds from the Second Lien Credit Facility and other statements that are not historical facts, are forward looking statements that are based on current expectations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward looking statements include a determination as to the amount of borrowings to be made under the amendment to the Second Lien Credit Facility, satisfaction of conditions to funding borrowings under the amendment to the Second Lien Credit Facility, our results of operations, general market conditions and other risks described in our Form 10-K/A for the year ended December 31, 2005 and our other filings with the Securities and Exchange Commission.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
10.1	Amendment No. 1 effective as of December 19, 2006 to Second Lien Agreement among Carrizo Oil & Gas, Inc., CCBM, Inc., CLLR, Inc., the Lenders named therein and Credit Suisse, as collateral agent and administrative agent.
10.2	First Amendment to Credit Agreement, Consent and Waiver effective as of December 19, 2006 to the Credit Agreement among Carrizo Oil & Gas, Inc., the Guarantors party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

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99.1   Press Release issued by Carrizo Oil & Gas, Inc. dated December 21, 2006.  

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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:  December 22, 2006

INDEX OF EXHIBITS

Exhibit Number	Description
10.1	Amendment to Second Lien Agreement effective as of December 19, 2006 among Carrizo Oil & Gas, Inc., CCBM, Inc., the Lenders named therein and Credit Suisse, as collateral agent and administrative agent.
10.2	First Amendment to Credit Agreement, Consent and Waiver effective as of December 19, 2006 to the Credit Agreement among Carrizo Oil & Gas, Inc., the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1	Press Release issued by Carrizo Oil & Gas, Inc. dated December 21, 2006.

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1 AND AGREEMENT dated as of December 19, 2006 (this “Amendment”), to the Second Lien Credit Agreement dated as of July 21, 2005 (the “Credit Agreement”), among CARRIZO OIL & GAS, INC. (the “Borrower”), CCBM, INC. (“CCBM”), CCLR, INC. (“CLLR”), the Lenders (as defined therein) and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

A.Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrower.

B.The Borrower has requested that the existing Lenders or other persons that will thereby become lenders (collectively, the “Additional Lenders”) make Additional Term Loans (as defined below) to the Borrower on the Additional Term Loan Closing Date (as defined below), in an aggregate principal amount of $75,000,000, subject to the terms and conditions set forth herein.

C.The Borrower has further requested certain amendments to the Credit Agreement as set forth herein.

D.The proceeds of the Additional Term Loans will be used by the Borrower for general corporate purposes of the Borrower.

E.The Additional Lenders are willing to make the Additional Term Loans and the Lenders are willing to agree to such amendments, in each case on the terms and subject to the conditions set forth herein.

F.Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. As used in this Amendment, the following terms shall have the meanings set forth below:

“Additional Term Loan Commitment” shall mean, with respect to each Additional Lender, the commitment of such Additional Lender to make Additional Term Loans on the Additional Term Loan Closing Date as set forth on Schedule I hereto. The aggregate amount of Additional Term Loan Commitments is $75,000,000.

“Additional Term Loans” shall mean the term loans made by the Additional Lenders to the Borrower pursuant to Section 2(a) hereof, the terms and

provisions of which shall be identical to the existing Loans (as such terms are modified pursuant to this Amendment).

SECTION 2. Additional Term Loans.(a) Subject to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein and in the other Loan Documents, each Additional Lender agrees, severally and not jointly, to make an Additional Term Loan to the Borrower on the Additional Term Loan Closing Date in a principal amount not to exceed its Additional Term Loan Commitment. Amounts paid or prepaid in respect of Additional Term Loans may not be reborrowed.

(b) The Additional Term Loan Commitments shall automatically terminate upon the earlier to occur of (a) the making of the Additional Term Loans on the Additional Term Loan Closing Date and (b) 5:00 p.m., New York City time, on January 15, 2007.

(c) Unless the context shall otherwise require, the term “Loans” as used in the Credit Agreement shall include the Additional Term Loans, and the term “Lenders” as used herein and in the Credit Agreement shall include each person that has an Additional Term Loan Commitment or that has made an Additional Term Loan (other than any such person that has ceased to be a party to the Credit Agreement pursuant to an Assignment and Acceptance).

SECTION 3. Amendments. (a) The definition of the term “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

““Applicable Percentage” shall mean, for any day, (a) with respect to any Eurodollar Loan, 4.75%, or (b) with respect to any ABR Loan, 3.75%.”

(b) The definition of the term “Permitted Disposition” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the word “and” preceding clause (g) and adding after clause (g) the following:

“and (h) of equity interests which the Borrower or any Guarantor holds in Pinnacle”.

(c) Effective upon the making of the Additional Term Loans on the Additional Term Loan Closing Date, the table appearing in Section 2.11 (Repayment of Borrowings) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Repayment Date	Amount
December 31, 2006	$375,000
March 31, 2007	$562,500
June 30, 2007	$562,500
September 30, 2007	$562,500
December 31, 2007	$562,500

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“Repayment Date	Amount
March 31, 2008	$562,500
June 30, 2008	$562,500
September 30, 2008	$562,500
December 31, 2008	$562,500
March 31, 2009	$562,500
June 30, 2009	$562,500
September 30, 2009	$562,500
December 31, 2009	$562,500
March 31, 2010	$562,500
June 30, 2010	$562,500
Maturity Date	$214,875,000

(d) Section 2.12(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Optional prepayments of Loans at any time during the applicable periods set forth in this Section 2.12(c) shall be accompanied by a payment of a prepayment fee in an amount (expressed as a percentage of the principal amount of the Loans to be repaid) equal to (i) 1.50%, if such prepayment occurs prior to the date that is two years after the Closing Date or (ii) 0.50%, if such prepayment occurs after the date that is two years after the Closing Date, but on or prior to the date that is three years after the Closing Date.”.

(e) Section 5.01(c)(iii)(x)(A) of the Credit Agreement is hereby amended by adding after the words “Section 6.02(a)” appearing therein the following:

“(other than assignments of customary overrides, royalties, working interests in exchange for a commitment of the transferee to bear a disproportionate share of the costs attributable to the oil and gas properties to which such interests relate, and similar ordinary course transactions and Dispositions or series of related Dispositions of Proved Reserves with a fair market value not in excess of $1,000,000)”.

(f) Section 5.01(c)(iii)(y)(A) of the Credit Agreement is hereby amended by adding after the words “Section 6.02(b)” appearing therein the following:

“(other than (I) assignments of customary overrides, royalties, working interests in exchange for a commitment of the transferee to bear a disproportionate share of the costs attributable to the oil and gas properties to which such interests relate and similar ordinary course transactions and Dispositions or series of related Dispositions of property and assets with a fair market value not in excess of $1,000,000 and (II) Permitted Dispositions)”.

(g) Section 5.01(c)(iii)(y)(B) of the Credit Agreement is hereby amended by adding after the words “Section 6.02(b)” appearing therein the following:

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“(it being understood and agreed that the Borrower is not required under this clause (iii)(y)(B) to certify as to assets acquired during the applicable period in the ordinary course of business, but that only such assets (if any) satisfying the requirements of Section 6.02(b)(ii)(2) as to which such certification is made will be netted from the basket amounts set forth in Section 6.02(b) as contemplated by such Section)”.

(h) Section 5.01(f) of the Credit Agreement is hereby amended by deleting the following:

“and containing pricing assumptions consistent with the definition of the term “PV-10 Value””.

(i) Section 5.07(b) of the Credit Agreement is hereby amended by replacing clause (i) thereof in its entirety with the following:

“(i) 3.75 to 1.00 in the case of periods ending on December 31, 2006 through and including December 31, 2007 and”.

(j) Section 5.07(c) of the Credit Agreement is hereby amended by replacing clause (i) thereof in its entirety with the following:

“1.50 to 1.00 in the case of the last day of any fiscal quarter ending on or before December 31, 2007 and”.

(k) Section 5.07(d) of the Credit Agreement is hereby amended by replacing clause (i) thereof in its entirety with the following:

“2.75 to 1.00 in the case of the last day of any fiscal quarter ending on or before December 31, 2007 and”.

(l) Section 5.09(b) of the Credit Agreement is hereby amended by deleting the words “The Borrower shall, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.01(a),” appearing at the beginning of such clause and replacing them with the following:

“If requested by the Administrative Agent in writing, the Borrower shall reasonably promptly after such request”.

(m) Section 5.12 of the Credit Agreement is hereby amended by adding to the beginning of the second sentence the following:

“If requested by the Administrative Agent in writing,”.

(n) Sections 6.02(a) and (b) of the Credit Agreement are hereby amended by adding after the words “in any fiscal year” contained in subclauses (x) the following:

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“(with, subject to the aggregate limitation set forth in the immediately succeeding clause (y), any such amount not used in any fiscal year being carried forward to any subsequent fiscal year)”.

(o) Section 6.06 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (k) and adding clauses (m) and (n) as follows:

“(m) Investments, loans or advances or acquisitions the consideration for which consists solely of common equity interests of the Borrower, or made out of the net cash proceeds of a substantially contemporaneous issuance of common equity interests of the Borrower; and

(n) Equity interests in Pinnacle held by the Borrower or any Guarantor as of the effective date of Amendment No. 1 and Agreement dated as of December 19, 2006, to this Agreement.”.

(p) Section 6.06(e) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Loans by the Borrower or a Guarantor to the Guarantors or capital contributions or investments by the Borrower or a Guarantor in any Guarantor; provided, however, the following loans, investments or capital contributions are excluded from this part (e): loans, investments or capital contributions by the Borrower or a Guarantor to any Guarantor, if such Guarantor uses the proceeds of such loan, contribution or investment to invest in Pinnacle or any other entity in which the Borrower or such Guarantor owns an equity interest (other than a Guarantor);”.

(q) Section 6.06(j) of the Credit Agreement is hereby amended by changing the reference in the proviso thereto to “$1,000,000” to “$5,000,000”.

(r) Section 6.06(l) of the Credit Agreement is hereby amended by changing the reference in clause (i) thereof to “$2,000,000” to “$5,000,000”.

(s) Section 7.01(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Default Under This Agreement. Should the Borrower violate or fail to comply fully with any of the terms and conditions of, or default under (i) any covenant, condition or agreement contained in Section 5.03(a)(ii) (with respect to the maintenance of the Borrower’s existence only), Section 5.02, 5.07 or Article VI or (ii) any other covenant, condition or agreement (other than those referred to in clause (a) of this Section 7.01) and such default is not cured within 30 days after notice thereof from the Administrative Agent or any Lender to the Borrower; provided, however, that the cure period available for a default in the obligation to maintain insurance coverages required hereby shall be 10 days.”.

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SECTION 4. Other Agreements. The Required Lenders hereby waive until April 2, 2007 compliance by the Borrower with Section 5.14(a) of the Credit Agreement.

SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders that, as of the Amendment Effective Date (as defined below):

(a) This Amendment has been duly authorized, executed and delivered by the Borrower and each Guarantor and the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation of the Borrower and each Guarantor and this Amendment constitutes a legal, valid and binding obligation of the Borrower and each Guarantor.

(b) The representations and warranties set forth in Article IV of the Credit Agreement, after giving effect to this Amendment, are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that (i) the reference in the last sentence of Section 4.02 of the Credit Agreement to “December 31, 2004” shall be deemed to refer to “December 31, 2005”, (ii) each reference to Schedule 4.03 in Section 4.03 of the Credit Agreement (other than the first such reference) shall be deemed to be a reference to the most recent Reserve Report delivered pursuant to Section 5.01(e) or (g) of the Credit Agreement and (iii) Section 4.12 of the Credit Agreement shall be deemed to read in its entirety “Intentionally Omitted”.

(c) No Default or Event of Default has occurred and is continuing.

SECTION 6. Effectiveness.(a) This Amendment shall become effective as of the date first set forth above on the date (the “Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, each Guarantor, the Administrative Agent and the Requisite Lenders. As used herein, the term “Requisite Lenders” shall mean each Lender, including each Additional Lender.

(b) The obligations of the Lenders with Additional Term Loan Commitments to make Additional Term Loans are subject to the satisfaction of each of the following conditions (the date on which such conditions are satisfied, the “Additional Term Loan Closing Date”):

(i) The Borrower and each Guarantor that is to be a party thereto shall have executed and delivered to the Administrative Agent this Amendment, modifications or supplements to the Mortgages reflecting the making of the Additional Term Loans as reasonably requested by the Collateral Agent and all other documents required by this Amendment or the Credit Agreement (including a promissory note that complies with the requirements of Section

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2.04(e) in favor of each Additional Lender that has requested a promissory note), all in form and substance and in such number of counterparts as may be required by the Administrative Agent;

(ii)The representations, warranties, and covenants of the Borrower as set forth in the Credit Agreement, or in any Related Document furnished to the Administrative Agent and/or any Lender in connection therewith, shall be and remain true and correct as of such date (except to the extent specifically limited to a specified date);

(iii)The Administrative Agent shall have received favorable legal opinions of (i) counsel to the Borrower and the Guarantors covering the transactions contemplated by this Amendment and (ii) special Louisiana counsel to the Administrative Agent and Collateral Agent covering the enforceability and recordability of the modifications or supplements to the Mortgages relating to properties in Louisiana reflecting the making of the Additional Term Loans as reasonably requested by the Collateral Agent, in each case, in form, scope and substance satisfactory to the Administrative Agent;

(iv)The Administrative Agent shall have received certified resolutions of the Borrower and each Guarantor authorizing the execution of all documents and instruments contemplated by this Amendment;

(v)The Administrative Agent shall have received all fees, charges and expenses which are due and payable as specified in this Amendment, the Credit Agreement and any other Loan Documents to be entered into on or prior to the Additional Term Loan Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any Related Document to be entered into on or prior to the Additional Term Loan Closing Date or under any engagement or fee letter between the Borrower and the Administrative Agent (or any of its affiliates) relating to the credit facilities contemplated hereby;

(vi)No Default or Event of Default shall exist or shall result from the making of an Additional Term Loan;

(vii)   The Administrative Agent shall have received the articles of incorporation and bylaws, as amended, of each of the Borrower and each Guarantor ((x) in the case of such articles of incorporation, certified as of a recent date by the Secretary of State of the state of its organization and together with a certificate as to the good standing of each of the Borrower and each Guarantor as of a recent date, from such Secretary of State and (y) in the case of such bylaws, certified by the Secretary or Assistant Secretary of the Borrower and such Guarantor and together with such incumbency certificates as the Administrative Agent shall reasonably request), and the Administrative

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Agent’s counsel shall have reviewed the foregoing documents and shall be satisfied with the validity, due authorization and enforceability thereof and of all Related Documents and with all other legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the Related Documents;

(vii)The Administrative Agent shall have received evidence acceptable to it and its counsel that the security interests created pursuant to the Collateral Documents shall continue to have a first priority position, subject only to Permitted Encumbrances and the Intercreditor Agreement;

(ix)The Borrower shall have complied with the procedures set forth in the Credit Agreement for the making of Loans, including delivery to the Administrative Agent of a notice of Borrowing as required by Section 2.03 (with the reference to the Closing Date in the first sentence thereof deemed to be a reference to the Additional Term Loan Closing Date);

(x)There shall have occurred no Material Adverse Effect since December 31, 2005;

(xi)The Additional Lenders shall be reasonably satisfied with their review prior to the date hereof of all environmental matters related to the Borrower and the Mortgaged Properties;

(xii)To the extent requested by Administrative Agent and required by the Loan Documents, the Borrower shall have executed and delivered to the Administrative Agent blank form letters in lieu of division orders, in form and substance satisfactory to the Administrative Agent;

(xiii)The Administrative Agent shall have received a copy of the most recent reports required to be delivered pursuant to Sections 5.01(e), (f) and (g) of the Credit Agreement, and the substance of such reports shall be satisfactory to the Additional Lenders;

(xiv)The Administrative Agent shall have received a certificate, dated the date hereof and signed by the chief financial officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (ii) and (vi) above;

(xv)The Administrative Agent shall have received evidence acceptable to the Administrative Agent and its counsel that the Revolving Credit Agreement has been amended pursuant to an amendment in form and substance reasonably satisfactory to the Administrative Agent that, among other things, permits the Borrower to incur the indebtedness represented by the Additional Term Loans;

(xvi)The Additional Lenders shall have received, to the extent requested, all documentation and other information required by regulatory

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authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(xvii)The Collateral Agent shall have received a certificate, dated the Additional Term Loan Closing Date and signed by an officer of the Borrower, certifying that, except as set forth on any schedule attached thereto, the information set forth on the Perfection Certificate is complete, correct and accurate as of the Additional Term Loan Closing Date.

SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Collateral Agent or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 8. Counterparts. This Amendment may be executed in any number of 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 contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 11. Expenses. The Borrower agrees to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

SECTION 12.Acknowledgment of Guarantors. Each of the Guarantors hereby acknowledges receipt and notice of, and consents to the terms of, this Amendment, and

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affirms and confirms its guarantee of the Indebtedness and, if applicable, the pledge of and/or grant of a security interest in its assets as Collateral to secure the Indebtedness, all as provided in the Collateral Documents, and acknowledges and agrees that such guarantee, pledge and/or grant of security interest continue in full force and effect in respect of, and to secure, the Indebtedness under the Credit Agreement, as amended hereby, and the other Loan Documents and that such Indebtedness shall include all obligations in respect of the Additional Term Loans.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

CARRIZO OIL & GAS, INC.,
By	/s/ Paul F. Boling
	Name:Paul F. Boling
	Title:Vice President and Chief Financial Officer

CCBM, INC.,
By	/s/ Paul F. Boling
	Name:Paul F. Boling
	Title:Vice President and Chief Financial Officer

 

CLLR, INC.,
By	/s/ Paul F. Boling
	Name:Paul F. Boling
	Title:Vice President and Chief Financial Officer

	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, individually, and as Administrative Agent and Collateral Agent,
	By	/s/ James Morgan
		Name: James Morgan
		Title: Managing Director
By		/s/ Nupur Kumar
		Name: Nupur Kumar
		Title: Associate

SIGNATURE PAGE TO

AMENDMENT NO. 1 AND AGREEMENT

TO CARRIZO OIL & GAS, INC.

SECOND LIEN CREDIT AGREEMENT

Name of Lender:______________________________________

	By
		Name:
		Title:
By
		Name:
		Title:

SCHEDULE I

LENDERS AND ADDITIONAL TERM LOAN COMMITMENT

Additional Lender	Additional Term Loan Commitment
Alexandra Investment Management	500,000.00
Angelo Gordon Arb	2,750,000.00
Bank of America Prop	4,250,000.00
Basso	2,250,000.00
Blackrock / Merrill Lynch Asset Management	750,000.00
LaSalle / Boldwater CBNA Loan Funding	-
Cedarview Capital	1,250,000.00
Credit Suisse	2,450,000.00
CSAM/Credit Suisse Asset Management	1,250,000.00
CSFB International	-
Deephaven Capital Management	7,500,000.00
DMD Special Situations, LLC	2,000,000.00
Goldentree Management	1,000,000.00
Goldman Sachs Special Situations	1,750,000.00
GSO	5,250,000.00
Halcyon	1,000,000.00
Highland Capital	3,250,000.00
K Street Capital	1,750,000.00
Kayne Anderson Capital	7,250,000.00
MJX Asset Management	1,750,000.00
MSD Captial	4,250,000.00
Nationwide Mutual	500,000.00
Par IV Capital Management LLC	6,000,000.00
Post Advisory	350,000.00
Trilogy Capital, LLC	1,250,000.00
Whippoorwill	14,700,000.00
Total	$75,000,000.00

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER

FIRST AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER (hereinafter referred to as the “Amendment”) executed to be effective as of December 19, 2006, 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 its such capacity, “Administrative Agent”). Unless the context 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 unto that certain Credit Agreement, dated as of May 25, 2006, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, Borrower has requested that Administrative Agent and Lenders amend the Credit Agreement to, among other things, (i) permit the incurrence of additional Indebtedness under the Second Lien Facility, (ii) modify the Leverage Ratio, and (iii) redetermine the Borrowing Base and Conforming Borrowing Base; and

WHEREAS, Administrative Agent and Lenders have agreed to do so on the terms and conditions hereinafter set forth;

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, Borrower, Administrative Agent and Lenders, 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 3 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.

1.1Additional Definitions. The following definition shall be and hereby is added to Section 1.01:

“First Amendment Effective Date” means December 19, 2006.

1.2Amended Definition. The following definition in Section 1.01 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

“Change in Control” shall be deemed to have occurred if (a) any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof) other than the Permitted Investors shall own, directly or indirectly, beneficially or of record, shares representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower, (b) a majority of

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the seats (other than vacant seats) on the board of directors of the Borrower shall at any time be occupied by persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated, or (c) any change in control (or similar event, however denominated) with respect to the Borrower shall occur under (and not be waived in accordance with) and as defined in the Second Lien Credit Agreement or any indenture or other loan or credit agreement or any other debt instrument evidencing any Material Indebtedness to which the Borrower is a party.

1.3Borrowing Base Adjustments.Section 3.05 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(a)In the event the Redetermination of the Borrowing Base is not made on or prior to May 1, 2007 as a result of the Borrower failing to comply with the requirements of this Article III with respect to such Redetermination on the dates required without giving effect to any grace or cure period provided in Article IX with respect to any such failure, the Borrowing Base shall be reduced by $1,690,000 on May 1, 2007 and on the first date of each month thereafter (the “Monthly Reduction”) until the Borrowing Base is otherwise redetermined pursuant to this Article III.

(b)In the event the outstanding principal balance of the Indebtedness under the Second Lien Facility exceeds $225,000,000 at any time after the First Amendment Effective Date, the Borrowing Base then in effect shall be reduced by $1.00 for every $4.00 of such additional Indebtedness as of the date such additional Indebtedness is incurred.

1.4Investment and Holding Company Status.Section 4.08 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

Investment Company Status. Neither the Borrower nor any Restricted Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

1.5Financial Statements; Other Information. Section 6.01(f) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(f)together with the Reserve Reports required under clause (e) above, (i) a report, in reasonable detail, setting forth the Swap Agreements then in effect, the notional volumes of and prices for, on a monthly basis and in the aggregate, the Crude Oil and Natural Gas for each such Swap Agreement and the term of each such Swap Agreement; (ii) if requested by Administrative Agent in writing, a true and correct schedule of the Mortgaged Properties, (iii) if requested by Administrative Agent in writing, the percentage of the Engineered Value of the Borrowing Base that the Mortgaged Properties represent and (iv) a description of the additional Oil and Gas Interests, if any, to be mortgaged by the Credit Parties to comply with Section 6.09 and the Engineered Value thereof;

1.6Maintenance of Properties; Insurance. Section 6.05 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

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Maintenance of Properties; Insurance. The Borrower will, and will cause each Restricted Subsidiary and use commercially reasonable efforts to cause each operator of Borrowing Base Properties to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted. The Borrower shall maintain in effect all insurance required by this Agreement and the Collateral Documents, and the Borrower agrees to comply with the representations and warranties set forth in Section 4.16. Upon the written request of the Administrative Agent, the Borrower agrees to (a) promptly provide the Administrative Agent with certificates or binders evidencing such insurance coverage on an annual basis, (b) promptly furnish the Administrative Agent with copies of all renewal notices and copies of receipts for paid premiums, and (c) promptly provide the Administrative Agent with certificates or binders evidencing insurance coverage pursuant to all renewal or replacement policies of insurance.

1.7Mortgages.Section 6.09 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

Mortgages. No later than April 2, 2007, and from time to time as requested by the Administrative Agent and in any event to the extent required under the Intercreditor Agreement, the Borrower will, and will cause each Guarantor to, execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, Mortgages in form and substance reasonably acceptable to the Administrative Agent together with such other assignments, conveyances, amendments, agreements and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed, as applicable) as the Administrative Agent shall reasonably deem necessary or appropriate to grant, evidence and perfect a valid first priority Lien, subject only to Permitted Liens, in (a) not less than eighty percent (80%) of the Engineered Value of all Borrowing Base Properties (excluding any Oil and Gas Interests in the area known as the Camp Hill Field in Anderson County, Texas) and (b) not less than eighty percent (80%) of the Engineered Value of the Borrower’s and each Guarantor’s Oil and Gas Interests in the area known as the Camp Hill Field in Anderson County, Texas.

1.8Title Data.Section 6.10 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

Title Data. As soon as available and in any event no later than April 2, 2007, the Borrower will, and will cause each Guarantor to, deliver to the Administrative Agent such opinions of counsel and other evidence of title as the Administrative Agent shall deem reasonably necessary or appropriate to verify (i) such Credit Party’s title to not less than seventy-five percent (75%) of the Engineered Value of the Borrowing Base Properties (excluding any Oil and Gas Interests in the area known as the Camp Hill Field in Anderson County, Texas), (ii) such Credit Party’s title to not less than fifty percent (50%) of the Engineered Value of the Oil and Gas Interests in the area known as the Camp Hill Field in Anderson County, Texas and (iii) the validity, perfection and priority of the Liens created by the Mortgages and such other matters regarding the Mortgages as Administrative Agent shall reasonably request. The Borrower will, and will cause each Guarantor to, use commercially reasonable efforts to deliver to the Administrative Agent, or its counsel on or before April 2, 2007, reasonably satisfactory evidence demonstrating that the Borrower or such Guarantor, as the case may be, has performed all of the title curative actions described on Schedule 6.10. To the extent any such title curative

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action is not performed on or before April 2, 2007, the Administrative Agent may, in its reasonable discretion, reduce the Borrowing Base to account for such failure to perform such title curative action and such reduction shall be restored upon the performance of such title curative action to the reasonable satisfaction of the Administrative Agent.

1.9Permitted Indebtedness. Section 7.01(h) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(h)subject to any adjustment to the Borrowing Base and Conforming Borrowing Base required under Section 3.05, Indebtedness under the Second Lien Facility, including Guarantees thereof by the Restricted Subsidiaries, in an aggregate principal amount not to exceed $225,000,000 at any time outstanding;

1.10Fundamental Changes. Section 7.04(c) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(c)subject to the prior written consent of the Required Lenders, any other Disposition of Borrowing Base Properties, provided that no such consent is required if (i) the Borrower delivers prior written notice of such Disposition to the Administrative Agent at least thirty (30) days prior to the date of such Disposition, or such shorter period of time agreed to by the Administrative Agent, specifying the Borrowing Base Properties to be included in such Disposition, the proposed closing date for such Disposition and the consideration to be received by the Borrower and any Guarantors, as the case may be, as a result of such Disposition, and (ii) the Credit Parties prepay the Borrowings pursuant to Section 2.10(b) in an amount sufficient to eliminate any Borrowing Base Deficiency as determined by the Required Lenders after the receipt of such notice by the Administrative Agent and in such Lenders’ complete and sole discretion using such methodologies, assumptions and discount rates as such Lenders customarily use in assigning collateral value to Oil and Gas Interests as of such date of determination;

1.11Fair Market Value. The proviso at the end of Section 7.04 of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

provided, however, that any Disposition pursuant to clauses (b) through (g) shall be for fair market value.

1.12Investments, Loans, Advances, Guarantees and Acquisitions. Section 7.05(j) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(j)investments made pursuant to the requirements of farm-out, farm-in, joint operating, joint venture or area of mutual interest agreements, gathering systems, pipelines or other similar or customary arrangements entered into the ordinary course of business (including advances to operators under operating agreements entered into by the Borrower in the ordinary course of business); provided that any such single investment in excess of $5,000,000 shall be approved by the Board of Directors of the Borrower.

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1.13Investments, Loans, Advances, Guarantees and Acquisitions. Section 7.05(l) of the Credit Agreement shall be and hereby is amended to delete the word “and” from the end of such section.

1.14Investments, Loans, Advances, Guarantees and Acquisitions. Section 7.05(m) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(m)investments, loans, advances and acquisitions the consideration for which consists solely of (A) Equity Interests of the Borrower or (B) the net cash proceeds of a substantially contemporaneous issuance of Equity Interest of the Borrower; and

1.15Investments, Loans, Advances, Guarantees and Acquisitions. Section 7.05 of the Credit Agreement shall be and hereby is amended by adding the following as clause (n) at the end of such section.

(n)any other investments in any Person having an aggregate fair market value (measured on the date each such investment was made and without giving effect to subsequent changes in value), when taken together will all other investments made pursuant to this clause (n) do not exceed $5,000,000.

1.16Leverage Ratio. Section 7.12(b) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(b)Leverage Ratio.

(i)The Borrower will not permit the ratio, determined as of the end of the fiscal quarter ending June 30, 2006, of (A) Total Net Debt as of the end of such fiscal quarter, to (B) Consolidated EBITDAX for the trailing four (4) fiscal quarter period ending on such date, to be greater than 3.50 to 1.0.

(ii)The Borrower will not permit the ratio, determined as of the end of the fiscal quarter ending September 30, 2006, of (A) Total Net Debt as of the end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing four (4) fiscal quarter period ending on such date, to be greater than 3.25 to 1.00.

(iii)The Borrower will not permit the ratio, determined as of the end of any fiscal quarter ending on or after December 31, 2006, through and including December 31, 2007, of (A) Total Net Debt as of the end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing four fiscal quarter period ending on such date, to be greater than 3.75 to 1.00.

(iv)The Borrower will not permit the ratio, determined as of the end of any fiscal quarter ending on or after March 31, 2008, of (A) Total Net Debt as of the end of such fiscal quarter to (B) Consolidated EBITDAX for the trailing four fiscal quarter period ending on such date, to be greater than 3.25 to 1.00.

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For purposes of determining the Borrower’s compliance with this Section 7.12(b), Consolidated EBITDAX shall not include the net revenue attributable to any assets that are subject to a Lien granted to secure the Non-Recourse Debt.

1.17Events of Default. Article IX, paragraph (d) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(d)the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 6.02, and such failure shall continue unremedied for a period of ten (10) days after the occurrence thereof, (ii) Section 6.01and Section 6.05 (with respect to insurance), and such failure shall continue unremedied for a period of ten (10) days after notice of such failure from the Administrative Agent to Borrower or (iii) Section 6.03 (with respect to the Borrower or any Restricted Subsidiary’s existence), Section 6.08, or in Article VII.

1.18Events of Default. Article IX, paragraph (e) of the Credit Agreement shall be and hereby is amended in its entirety to read as follows:

(e)the Borrower or any Restricted Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in (i) this Agreement (other than those specified in clause (a), (b) or (d) of this article) and such failure shall continue unremedied for a period of thirty (30) days after notice of such failure from Administrative Agent to Borrower or (ii) any other Loan Document and such failure shall continue unremedied for a period of twenty (20) days after notice of such failure from Administrative Agent to Borrower;

1.19Redetermined Borrowing Base; Conforming Borrowing Base. This Amendment shall constitute a notice of the redetermination of the Borrowing Base and the Monthly Reduction pursuant to Section 3.03 of the Credit Agreement and Administrative Agent hereby notifies Borrower that, upon the funding of the additional Indebtedness under the Second Lien Facility pursuant to the amendment thereto in the form attached hereto as Exhibit “A”, the redetermined Borrowing Base is $54,250,000, and the redetermined Conforming Borrowing Base is $46,750,000.

1.20Consent to Second Lien Amendment. Administrative Agent and Lenders hereby consent to the amendment of the Second Lien Credit Agreement in the form attached hereto as Exhibit “A”.

SECTION 2.  Waiver. Borrower has failed to comply with the covenants set forth in Sections 6.09 and 6.10 of the Credit Agreement. As requested by Borrower, the Lenders (or at least the required percentage thereof) hereby waive the Event of Default pursuant to Article IX, clause (e) of the Credit Agreement arising as a result of Borrower’s failure to comply with the covenants set forth in Sections 6.09 and 6.10 of the Credit Agreement. The foregoing waiver is expressly limited as follows: (a) such waiver is limited to Sections 6.09 and 6.10 for the period prior to the First Amendment Effective Date, (b) such waiver shall not be applicable to any provision of the Credit Agreement or any other Loan Document other than Sections 6.09 and 6.10 of the Credit Agreement, and (c) such waiver is a limited, one-time waiver, and nothing contained herein shall obligate any Lender to grant any additional or future waiver of Sections 6.09 and 6.10 of the

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Credit Agreement for any other period or grant any additional or future waiver of any other provision of the Credit Agreement or any other Loan Document.

SECTION 3.Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment and the waiver contained in Section 2 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 3.

3.1Execution and Delivery. Each Credit Party, each Lender and the Administrative Agent shall have executed and delivered this Amendment.

3.2Amendment of Second Lien Credit Agreement. Borrower, Guarantors, the lenders party thereto and Credit Suisse, Cayman Islands Branch, as Administrative Agent for such lenders, shall have executed and delivered an amendment to the Second Lien Credit Agreement dated as of the date hereof in the form attached hereto as Exhibit “A” and the conditions to its effectiveness shall have been satisfied.

3.3No Default. No Default shall have occurred and be continuing or shall result from effectiveness of this Amendment or the amendment to the Second Lien Credit Agreement.

3.4No Material Adverse Effect. No Material Adverse Effect shall have occurred since December 31, 2005.

3.5Other 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, and all such documents shall be in form and substance satisfactory to the Administrative Agent.

SECTION 4.Representations and Warranties of Borrower. To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders as follows:

4.1Reaffirmation of Representations and Warranties/Further Assurances. After giving effect to the amendments herein, each representation and warranty of the Borrower contained in the Credit Agreement or in any of the other Loan Documents is true and correct in all material respects as of the First Amendment Effective Date (except to the extent such representations and warranties specifically refer to an earlier date).

4.2Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower (to the extent a party hereto or thereto) of this Amendment and all documents, instruments and agreements contemplated herein are within Borrower’ corporate or other organizational powers, have been duly authorized by 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 Borrower or result in the creation or imposition of any Lien upon any of the assets of Borrower except for Permitted Liens and otherwise as permitted in the Credit Agreement.

4.3Enforceability. This Amendment constitutes the valid and binding obligation of Borrower 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

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(ii) the availability of equitable remedies may be limited by equitable principles of general application.

SECTION 5.Miscellaneous.

5.1Reaffirmation 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. Borrower hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Borrower under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

5.2Parties 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.

5.3Legal 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.

5.4Counterparts. 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 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.

5.5Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

5.6Headings. 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.

[Remainder of page intentionally blank]

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IN WITNESS WHEREOF, the parties have caused the First Amendment to Credit Agreement, Consent and Waiver 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/ Paul F. Boling
	Name: Paul F. Boling
	Title:Vice President and Chief Financial Officer

GUARANTORS:
CCBM, INC.
By:	/s/ Paul F. Boling
	Name: Paul F. Boling
	Title: Vice President

CCLR, INC.
By:	/s/ Paul F. Boling
	Name: Paul F. Boling
	Title: Vice President

ADMINISTRATIVE AGENT AND LENDER:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent
By:	/s/ Charles Kingswell-Smith
	Name: Charles Kingswell-Smith
	Title: Senior Vice President

EXHIBIT A

FORM OF SECOND LIEN CREDIT AGREEMENT AMENDMENT

EX-99.1

Exhibit 99.1

PRESS RELEASE	Contact:	Carrizo Oil & Gas, Inc.
		B. Allen Connell, Director of Investor Relations
		Paul F. Boling, Chief Financial Officer
		(713) 328-1000

CARRIZO OIL & GAS, INC. REPORTS $75 MILLION TACK ON COMMITMENT AND LOWERS INTEREST RATE BY 125 BPS IN AMENDMENT TO SECOND LIEN TERM LOAN

HOUSTON, December 21, 2006 — Carrizo Oil & Gas, Inc. (Nasdaq: CRZO) announced today that it has completed an amendment to its existing $150 million second lien term loan agreement (“Amended Term Loan”). The Amended Term Loan provides for a number of changes including (1) a $75 million additional term loan commitment (“Tack On”) which the Company expects to close and fund on January 3, 2007, (2) a 125 basis points reduction in the annual interest rate to LIBOR plus 475 from LIBOR plus 600, and (3) more flexibility in the 2007 net debt coverage covenants, reverting to or improving on the original first year coverage ratios.

The net proceeds from the Tack On, after arrangement and legal fees, will be approximately $72 million. The net proceeds will be used to: (1) repay the outstanding indebtedness under our first lien credit facility with JPMorgan Chase and (2) to partially fund the 2007 capital expenditures program, largely focused on our drilling program in the Barnett Shale area, and for general corporate purposes. The Company will continue to maintain its first lien credit facility which will have an undrawn borrowing base availability of $54.3 million after the Tack On is funded on January 3, 2007.

“We are very happy with the continued support and confidence that the Company has received from our institutional lenders, evidenced by this financing,” commented Paul F. Boling, Carrizo's Vice President and Chief Financial Officer. “This new financing provides significant funding for our capital expenditures program, including the continued aggressive development of our Barnett Shale program, where we plan to add a fourth operated drilling rig in January 2007. Also, the Term Loan will continue to enhance our financial flexibility in the future by allowing for the continued growth in our borrowing base availability under the first lien credit facility as our drilling adds to the underlying oil and gas reserve value.”

Credit Suisse First Boston acted as sole arranger for the second lien term loan syndication effort.

Carrizo Oil & Gas, Inc. is a Houston-based energy company actively engaged in the exploration, development, exploitation and production of oil and natural gas primarily in proven trends in the Barnett Shale area in North Texas and along the Texas and Louisiana onshore Gulf Coast regions. Carrizo controls significant prospective acreage blocks and utilizes advanced 3-D seismic techniques to identify potential oil and gas reserves and drilling opportunities.

Statements in this news release, including but not limited to those relating to the Company's or management's intentions, beliefs, expectations, hopes, projections, assessment of risks, estimations, plans or predictions for the future including the first lien credit facility, use of proceeds from the Term Loan, satisfaction of closing conditions, benefits and effects of new financing arrangements, capital expenditures program, capital structure, financial flexibility, borrowing base availability, oil and gas reserve value and other statements that are not historical facts are forward looking statements that are based on current expectations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward looking statements include the fact that the funding of the credit agreements is subject to closing conditions and there may be a failure to satisfy these conditions on or before the expected time or at all, the results and dependence on exploratory drilling activities, operating risks, oil and gas price levels, land issues, availability of equipment, weather, general market conditions and other risks described in the Company's Form 10-K/A for the year ended December 31, 2005 and its other filings with the Securities and Exchange Commission.