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):
May 19, 2015
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
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Texas
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000-29187-87
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76-0415919
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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500 Dallas Street
Suite 2300
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 20, 2015, Carrizo Oil & Gas, Inc. (the “Company”), certain of its subsidiaries which are guarantors under its public debt indentures, the Company’s wholly-owned subsidiary, Carrizo (Permian) LLC, and Wells Fargo Bank, National Association, as Trustee, entered into the Seventeenth Supplemental Indenture, Eighteenth Supplemental Indenture, and Nineteenth Supplemental Indenture. As a result of the Seventeenth, Eighteenth and Nineteenth Supplemental Indentures, Carrizo (Permian) LLC has issued a full, unconditional and joint and several guarantee of $650.0 million of the Company’s 6.25% Senior Notes due 2023, $600.0 million of the Company’s 7.50% Senior Notes due 2020, and $4.4 million of the Company’s 4.375% Convertible Senior Notes due 2028, respectively. Carrizo (Permian) LLC also guarantees borrowings under the Company's senior secured revolving credit facility.
The foregoing description of the Seventeenth, Eighteenth and Nineteenth Supplemental Indentures is not complete and is qualified by reference to the complete documents, which are attached hereto as Exhibits 4.1, 4.2, and 4.3, respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided under Item 1.01 of this Current Report is incorporated into this Item 2.03 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on
Tuesday, May 19, 2015
, at 9:00 a.m., Central time, in Houston, Texas. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s annual proxy statement, are as set forth below.
The following nominees for directors were elected to serve one-year terms:
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Nominee
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For
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Withheld
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Broker Non-Votes
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S.P. Johnson IV
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43,985,135
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580,085
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3,580,983
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Steven A. Webster
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35,666,419
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8,898,801
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3,580,983
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Thomas L. Carter, Jr.
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43,367,448
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1,197,772
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3,580,983
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Robert F. Fulton
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43,969,179
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596,041
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3,580,983
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F. Gardner Parker
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41,278,298
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3,286,922
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3,580,983
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Roger A. Ramsey
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44,073,414
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491,806
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3,580,983
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Frank A. Wojtek
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42,631,599
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1,933,621
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3,580,983
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The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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41,252,085
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3,211,317
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101,818
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3,580,983
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The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015:
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For
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Against
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Abstain
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Broker Non-Votes
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48,105,137
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32,220
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8,846
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—
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Item 9.01 Financial Statements and Exhibits.
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Exhibit Number
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Exhibit Description
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*4.1
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Seventeenth Supplemental Indenture dated May 20, 2015 among Carrizo Oil & Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
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*4.2
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Eighteenth Supplemental Indenture dated May 20, 2015 among Carrizo Oil & Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
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*4.3
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Nineteenth Supplemental Indenture dated May 20, 2015 among Carrizo Oil & Gas, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee.
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* Filed herewith.
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.
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CARRIZO OIL & GAS, INC.
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By:
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/s/ David L. Pitts
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Name:
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David L. Pitts
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Title:
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Vice President and Chief Financial Officer
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Date:
May 22, 2015
Exhibit 4.1
SEVENTEENTH SUPPLEMENTAL INDENTURE
CARRIZO OIL & GAS, INC.,
the Subsidiary Guarantors named herein
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
7.50% Senior Notes due 2020
May 20, 2015
TABLE OF CONTENTS
ARTICLE ONE
GUARANTEE 1
SECTION 101 Guarantee. 1
ARTICLE
TWO
MISCELLANEOUS PROVISIONS 2
SECTION 201 Integral Part. 2
SECTION 202 General Definitions. 2
SECTION 203 Adoption, Ratification and Confirmation. 2
SECTION 204 The Trustee. 2
SECTION 205 Counterparts. 2
SECTION 206 Governing Law. 2
CARRIZO OIL & GAS, INC.
SEVENTEENTH SUPPLEMENTAL INDENTURE
THIS SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of May 20, 2015 is among Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), Carrizo (Permian) LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Guaranteeing Subsidiary”), the existing Subsidiary Guarantors (as defined in the Indenture referred to below) and Wells Fargo Bank, National Association (the “Trustee”).
W
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S
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H
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WHEREAS, the Company, certain of its Subsidiaries and the Trustee heretofore executed and delivered an Indenture, dated as of May 28, 2008 (as amended and supplemented by a Second Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 14, 2009, a Third Supplemental Indenture among the Company, one of its Subsidiaries, and the Trustee, dated as of October 19, 2009, a Tenth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of September 10, 2012, an Eleventh Supplemental Indenture among the Company, certain of its Subsidiaries, the Trustee dated November 6, 2012, and an Officers’ Certificate of the Company dated as of February 23, 2015, the “Indenture”), providing for the issuance of the Company’s 7.50% Senior Notes due 2020 (the “Senior Notes”) and Guarantees of the Senior Notes by certain of the Company’s Subsidiaries;
WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances a Restricted Subsidiary of the Company that is not already a Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor; and
WHEREAS, the Company, pursuant to the terms and provisions of the Indenture, proposes in and by this Supplemental Indenture to supplement and amend the Indenture insofar as it will apply only to the Senior Notes in certain respects;
NOW, THEREFORE:
To comply with the provisions of the Indenture and in consideration of the premises provided for herein, the Guaranteeing Subsidiary, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Senior Notes as follows:
ARTICLE ONE
GUARANTEE
SECTION 101
Guarantee.
The Guaranteeing Subsidiary hereby agrees by execution of this Supplemental Indenture, with respect to the Senior Notes, to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor to the extent provided for in Article X of the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 201
Integral Part.
This Supplemental Indenture constitutes an integral part of the Indenture.
SECTION 202
General Definitions.
For all purposes of this Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; and
(b) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture.
SECTION 203
Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 204
The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors named herein.
SECTION 205
Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.
SECTION 206
Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental Indenture to be duly executed as of the day and year first written above.
CARRIZO OIL & GAS, INC.
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
GUARANTEEING SUBSIDIARY
CARRIZO (PERMIAN) LLC
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
EXISTING SUBSIDIARY GUARANTORS
BANDELIER PIPELINE HOLDING, LLC
CARRIZO (EAGLE FORD) LLC
CARRIZO (MARCELLUS) LLC
CARRIZO (MARCELLUS) WV LLC
CARRIZO (NIOBRARA) LLC
CARRIZO (UTICA) LLC
CARRIZO MARCELLUS HOLDING INC.
CLLR, INC.
HONDO PIPELINE, INC.
MESCALERO PIPELINE, LLC
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
Signature Page - Seventeenth Supplemental Indenture
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
/s/ John C. Stohlmann
John C. Stohlmann
Vice President
Signature Page - Seventeenth Supplemental Indenture
Exhibit 4.2
EIGHTEENTH SUPPLEMENTAL INDENTURE
CARRIZO OIL & GAS, INC.,
the Subsidiary Guarantors named herein
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
6.25% Senior Notes due 2023
May 20, 2015
TABLE OF CONTENTS
ARTICLE ONE
GUARANTEE 1
SECTION 101 Guarantee. 1
ARTICLE
TWO
MISCELLANEOUS PROVISIONS 2
SECTION 201 Integral Part. 2
SECTION 202 General Definitions. 2
SECTION 203 Adoption, Ratification and Confirmation. 2
SECTION 204 The Trustee. 2
SECTION 205 Counterparts. 2
SECTION 206 Governing Law. 2
CARRIZO OIL & GAS, INC.
EIGHTEENTH SUPPLEMENTAL INDENTURE
THIS EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of May 20, 2015 is among Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), Carrizo (Permian) LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Guaranteeing Subsidiary”), the existing Subsidiary Guarantors (as defined in the Indenture referred to below) and Wells Fargo Bank, National Association (the “Trustee”).
W
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H
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WHEREAS, the Company, certain of its Subsidiaries and the Trustee heretofore executed and delivered an Indenture, dated as of May 28, 2008 (as amended and supplemented by a Second Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 14, 2009, a Third Supplemental Indenture among the Company, one of its Subsidiaries, and the Trustee, dated as of October 19, 2009, and a Sixteenth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of April 28, 2015, the “Indenture”), providing for the issuance of the Company’s 6.25% Senior Notes due 2023 (the “Senior Notes”) and Guarantees of the Senior Notes by certain of the Company’s Subsidiaries;
WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances a Restricted Subsidiary of the Company that is not already a Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor; and
WHEREAS, the Company, pursuant to the terms and provisions of the Indenture, proposes in and by this Supplemental Indenture to supplement and amend the Indenture insofar as it will apply only to the Senior Notes in certain respects;
NOW, THEREFORE:
To comply with the provisions of the Indenture and in consideration of the premises provided for herein, the Guaranteeing Subsidiary, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Senior Notes as follows:
ARTICLE ONE
GUARANTEE
SECTION 101
Guarantee.
The Guaranteeing Subsidiary hereby agrees by execution of this Supplemental Indenture, with respect to the Senior Notes, to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor to the extent provided for in Article X of the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 201
Integral Part.
This Supplemental Indenture constitutes an integral part of the Indenture.
SECTION 202
General Definitions.
For all purposes of this Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; and
(b) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture.
SECTION 203
Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 204
The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors named herein.
SECTION 205
Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.
SECTION 206
Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Eighteenth Supplemental Indenture to be duly executed as of the day and year first written above.
CARRIZO OIL & GAS, INC.
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
GUARANTEEING SUBSIDIARY
CARRIZO (PERMIAN) LLC
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
EXISTING SUBSIDIARY GUARANTORS
BANDELIER PIPELINE HOLDING, LLC
CARRIZO (EAGLE FORD) LLC
CARRIZO (MARCELLUS) LLC
CARRIZO (MARCELLUS) WV LLC
CARRIZO (NIOBRARA) LLC
CARRIZO (UTICA) LLC
CARRIZO MARCELLUS HOLDING INC.
CLLR, INC.
HONDO PIPELINE, INC.
MESCALERO PIPELINE, LLC
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
Signature Page - Eighteenth Supplemental Indenture
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
/s/ John C. Stohlmann
John C. Stohlmann
Vice President
Signature Page - Eighteenth Supplemental Indenture
Exhibit 4.3
NINETEENTH SUPPLEMENTAL INDENTURE
CARRIZO OIL & GAS, INC.,
the Subsidiary Guarantors named herein
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
4.375% Convertible Senior Notes due 2028
May 20, 2015
TABLE OF CONTENTS
ARTICLE ONE
GUARANTEE 2
SECTION 101 Guarantee. 2
ARTICLE
TWO
MISCELLANEOUS PROVISIONS 2
SECTION 201 Integral Part. 2
SECTION 202 General Definitions. 2
SECTION 203 Adoption, Ratification and Confirmation. 2
SECTION 204 The Trustee. 2
SECTION 205 Counterparts. 2
SECTION 206 Governing Law. 3
CARRIZO OIL & GAS, INC.
NINETEENTH SUPPLEMENTAL INDENTURE
THIS NINETEENTH SUPPLEMENTAL INDENTURE, dated as of May 20, 2015 is among Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), Carrizo (Permian) LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “Guaranteeing Subsidiary”), the existing Subsidiary Guarantors (as defined in the Indenture referred to below) and Wells Fargo Bank, National Association (the “Trustee”).
W
I
T
N
E
S
S
E
T
H
:
WHEREAS, the Company, certain of its Subsidiaries and the Trustee heretofore executed and delivered an Indenture, dated as of May 28, 2008 (as amended and supplemented by a First Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated May 28. 2008, a Second Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 14, 2009, a Third Supplemental Indenture among the Company, one of its Subsidiaries, and the Trustee, dated as of October 19, 2009, a Fifth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of November 2, 2010, a Seventh Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 4, 2011, a Ninth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of August 5, 2011, and a Thirteenth Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of November 6, 2012, the “Indenture”), providing for the issuance of the Company’s 4.375% Convertible Senior Notes due 2028 (the “Convertible Notes”) and Guarantees of the Convertible Notes by certain of the Company’s Subsidiaries;
WHEREAS, Section 4.08 of the Indenture provides that if at any time the Company issues Publicly Traded Debt Securities, and any Subsidiary Guarantor provides a Guarantee with respect to such Publicly Traded Debt Securities, then the Company will cause such Subsidiary Guarantor to guarantee the Convertible Notes as provided in Article X of the Indenture;
WHEREAS, on the date hereof, the Guaranteeing Subsidiary has provided a Guarantee with respect to (i) the Company’s 7.50% Senior Notes due 2020 and (ii) the Company’s 6.25% Senior Notes due 2023; and
WHEREAS, the Company, pursuant to the terms and provisions of the Indenture, proposes in and by this Supplemental Indenture to supplement and amend the Indenture insofar as it will apply only to the Convertible Notes in certain respects;
NOW, THEREFORE:
To comply with the provisions of the Indenture and in consideration of the premises provided for herein, the Guaranteeing Subsidiary, the Company, the existing Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Convertible Notes as follows:
ARTICLE ONE
GUARANTEE
SECTION 101
Guarantee.
The Guaranteeing Subsidiary hereby agrees by execution of this Supplemental Indenture, with respect to the Convertible Notes, to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor to the extent provided for in Article X of the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 201
Integral Part.
This Supplemental Indenture constitutes an integral part of the Indenture.
SECTION 202
General Definitions.
For all purposes of this Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the meanings specified in the Indenture; and
(b) the terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Supplemental Indenture.
SECTION 203
Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.
SECTION 204
The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors named herein.
SECTION 205
Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together constitute but one and the same instrument.
SECTION 206
Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Nineteenth Supplemental Indenture to be duly executed as of the day and year first written above.
CARRIZO OIL & GAS, INC.
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
GUARANTEEING SUBSIDIARY
CARRIZO (PERMIAN) LLC
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
EXISTING SUBSIDIARY GUARANTORS
BANDELIER PIPELINE HOLDING, LLC
CARRIZO (EAGLE FORD) LLC
CARRIZO (MARCELLUS) LLC
CARRIZO (MARCELLUS) WV LLC
CARRIZO (NIOBRARA) LLC
CARRIZO (UTICA) LLC
CARRIZO MARCELLUS HOLDING INC.
CLLR, INC.
HONDO PIPELINE, INC.
MESCALERO PIPELINE, LLC
By:
/s/ David L. Pitts
David L. Pitts
Vice President and Chief Financial Officer
Signature Page - Nineteenth Supplemental Indenture
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
/s/ John C. Stohlmann
John C. Stohlmann
Vice President
Signature Page - Nineteenth Supplemental Indenture