DEBT

Debt consisted of the following at June 30, 2012 and December 31, 2011:



	June 30, 2012			December 31, 2011
	(In thousands)
Senior Notes	$	600,000		$	600,000
Unamortized discount for Senior Notes	(5,163		)	(5,464		)
Convertible Senior Notes	73,750			73,750
Unamortized discount for Convertible Senior Notes	(2,459		)	(3,799		)
Senior Secured Revolving Credit Facility	130,000			47,000
U.K. Huntington Field Development Project Credit Facility	37,000			17,813
	833,128			729,300
Less: Current maturities of Huntington Facility due June 30, 2013	(16,650		)	—
	$	816,478		$	729,300

Senior Notes

In connection with the issuance of an additional $200.0 million aggregate principal amount of unregistered Senior Notes ("Senior Notes") that were issued pursuant to a private placement on November 17, 2011, on February 22, 2012, the Company completed the exchange of registered Senior Notes for all of such unregistered Senior Notes.

Convertible Senior Notes

At June 30, 2012, the Company held $73.8 million aggregate principal amount of 4.375% convertible senior notes due 2028 (the “Convertible Senior Notes”). The holders of the Convertible Senior Notes may require the Company to repurchase the notes on June 1, 2013, 2018 and 2023, or upon a fundamental corporate change at a repurchase price in cash equal to 100 percent of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any. The Company may redeem notes at any time on or after June 1, 2013 at a redemption price equal to 100 percent of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if any.

While the holders of the Convertible Senior Notes may require the Company to repurchase the Convertible Senior Notes in June 2013, the Company has the intent and ability to refinance the Convertible Senior Notes on a long-term basis with the available capacity of its Senior Secured Revolving Credit Facility, and accordingly, the Convertible Senior Notes have been classified as long-term debt in the consolidated balance sheet.

Senior Secured Revolving Credit Facility

The Company is party to a senior secured revolving credit facility ("Revolving Credit Facility") with Wells Fargo Bank, National Association as the administrative agent. The Revolving Credit Facility provides for a borrowing capacity up to the lesser of (i) the borrowing base (as defined in the senior credit agreement governing the Revolving Credit Facility) and (ii) $750.0 million. The Revolving Credit Facility matures on January 27, 2016. It is secured by substantially all of the Company’s U.S. assets and is guaranteed by certain of the Company’s U.S. subsidiaries. The initial borrowing base under the Revolving Credit Facility was $350.0 million. As a result of the Spring 2012 borrowing base redetermination, effective April 30, 2012, the borrowing base was reduced to $325.0 million after giving effect to the removal of properties in connection with the recent sale of Barnett Shale properties to Atlas, largely offset by the addition of proved reserves as a result of the Company's successful ongoing drilling program.

On March 26, 2012, the Revolving Credit Facility was amended to, among other things, (1) extend by two quarters the dates on which the maximum ratio of Total Debt to EBITDA (each as defined in the credit agreement governing the Revolving Credit Facility) steps down and (2) increase the basket available for redemptions of the Company's Convertible Senior Notes.

The Company is subject to certain covenants under the terms of the Revolving Credit Facility which include the maintenance of the following financial covenants: (1) a ratio of Total Debt to EBITDA of not more than (a) 4.75 to 1.00 for the fiscal quarter ending June 30, 2012, (b) 4.25 to 1.00 for fiscal quarters ending September 30, 2012 and December 31, 2012 and (c) 4.00 to 1.00 for fiscal quarters ending March 31, 2013 and thereafter; (2) a Current Ratio of not less than 1.00 to 1.00; (3) a ratio of Senior Debt to EBITDA of not more than 2.50 to 1.00; and (4) a ratio of EBITDA to Interest Expense of not less than 2.50 to 1.00 (each of the capitalized terms used in the foregoing clauses (1) through (4) being as defined in the credit agreement governing the Revolving Credit Facility). At June 30, 2012, the ratio of Total Debt to EBITDA was 3.40 to 1.00, the Current Ratio was 1.13 to 1.00, the ratio of Senior Debt to EBITDA was 0.48 to 1.00 and the ratio of EBITDA to Interest Expense was 4.63 to 1.00. Because the calculation of the financial ratios are made as of a certain date, the financial ratios can fluctuate significantly period to period as the amounts outstanding under the Revolving Credit Facility are dependent on the timing of cash flows related to operations, capital expenditures, sales of oil and gas properties and securities offerings.

At June 30, 2012, the Company had $130.0 million of borrowings outstanding under the Revolving Credit Facility with a weighted average interest rate of 2.78%. At June 30, 2012, the Company also had $1.0 million in letters of credit outstanding which reduced the amounts available under the Revolving Credit Facility. Future availability under the $325.0 million borrowing base is subject to the terms and covenants of the Revolving Credit Facility. The Revolving Credit Facility is used to fund ongoing working capital needs and the remainder of the Company’s capital expenditure plan to the extent such amounts exceed the cash flow from operations, proceeds from the sale of oil and gas properties and securities offerings.

U.K. Huntington Field Development Project Credit Facility

The Company and Carrizo U.K. Huntington Ltd. (“Carrizo UK”), as borrower, are parties to a Senior Secured Multicurrency Credit Facility (the “Huntington Facility”). The Huntington Facility provides for a multicurrency credit facility consisting of (1) a $55.0 million term loan facility to be used to fund Carrizo UK’s share of project development costs, (2) a $6.5 million contingent cost overrun term loan facility and (3) a $22.5 million post-completion credit facility providing for letters of credit to be used to secure certain abandonment and decommissioning obligations following project completion. The availability under the term loan facility and the cost overrun facility will be redetermined by the lenders at least semi-annually on each April 1 and October 1 in connection with the updating and recalculation of revenue and cash flow projections with respect to the Huntington Field project. An amendment to the facility was executed on April 17, 2012 which adjusted the repayment of the amounts outstanding under the term loan or cost overrun facility to the following: (i) 45% will be due on June 30, 2013, (ii) 20% will be due on December 31, 2013, (iii) 20% will be due on June 30, 2014, and (iv) the remaining 15% will be due on the final maturity date of December 31, 2014. As of April 1, 2012, following the semi-annual redetermination, the term loan facility and cost overrun facility were $55.0 million and $6.5 million, respectively.

As of June 30, 2012, borrowings outstanding under the Huntington Facility were $37.0 million, of which $16.7 million was classified as current, with a weighted average interest rate of 3.97% and no letters of credit had been issued.