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):   October 29, 2018
 
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
 
Texas
 
000-29187-87
 
76-0415919
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
500 Dallas Street
Suite 2300
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 1.01        Entry into a Material Definitive Agreement.
On October 29, 2018, Carrizo Oil & Gas, Inc. (the “Company”) entered into a thirteenth amendment to the credit agreement governing its revolving credit facility (the “Amendment”) to, among other things (i) establish the borrowing base at $1.3 billion, with an elected commitment amount of $1.1 billion, until the next redetermination thereof; (ii) reduce the applicable margins for Eurodollar loans from 1.50%-2.50% to 1.25%-2.25% and base rate loans from 0.50%-1.50% to 0.25%-1.25%, each depending on the level of facility usage and each subject to an increase of 0.25% for any period during which the ratio of Total Debt to EBITDA exceeds 3.00 to 1.00; (iii) amend the definition of “Capital Leases”; and (iv) amend certain other definitions and provisions. The capitalized terms that are not defined in this description of the Amendment, shall have the meaning given to such terms in the credit agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.
  Item 8.01        Other Events.
Redemption of 7.50% Senior Notes due 2020
On October 18, 2018, the Company delivered a notice of redemption to the trustee for the Notes to call for redemption on November 19, 2018 (the “Redemption Date”) $130.0 million aggregate principal amount of the outstanding Notes, representing 100% of the aggregate principal amount of the outstanding Notes. The Company’s obligation to redeem the Notes on the Redemption Date and pay the redemption price, plus accrued and unpaid interest thereon, was conditioned upon and subject to there being made available to the Company under its revolving credit facility a commitment amount of at least $1.1 billion at the Redemption Date (the “Condition”). The Condition was satisfied on October 29, 2018, therefore, the Notes will be redeemed on the Redemption Date at a redemption price of 100.000% of the principal amount thereof plus accrued and unpaid interest on the Notes to be redeemed to the Redemption Date.
The redemption is expected to be funded primarily with borrowings under the revolving credit facility. The current borrowing base under the revolving credit facility is $1.3 billion, with an elected commitment amount of $1.1 billion. The amount the Company is able to borrow is subject to compliance with the financial covenants and other provisions of the credit agreement governing the revolving credit facility.
This report shall not constitute a notice of redemption with respect to or an offer to purchase or sell (or the solicitation of an offer to purchase or sell) any securities.
Statements in this report that are not historical facts, including but not limited to those relating to the proposed redemption, proceeds to be used for the redemption, 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 availability under the Company’s revolving credit facility, market conditions, midstream agreement provisions, transportation issues, well costs, estimated recoveries, results of wells and testing, failure of actual production to meet expectations, results of infrastructure program, performance of rig operators, spacing test results, availability of gathering systems, costs and availability of oilfield services, actions by governmental authorities, joint venture partners, industry partners, lenders and other third parties, actions by purchasers or sellers of properties, risks and effects of acquisitions and dispositions, market and other conditions, capital needs, availability of well connects, capital needs and uses, commodity price changes, effects of the global economy on exploration activity, results of and dependence on exploratory drilling activities, operating risks, right-of-way and other land issues, availability of capital and equipment, weather, the terms of the redemption, other sources and uses of funds for the Company, actions by purchasers and debt holders, post-closing adjustment and other payments, title and other defects and limitation of indemnification and other remedies, results of operations, market conditions, capital needs and uses and other risks and uncertainties that are beyond the Company’s control, including those described in the Company’s Form 10-K for the year ended December 31, 2017 and in its other filings with the Securities and Exchange Commission.
Item 9.01        Financial Statements and Exhibits.
 (d)           Exhibits.
Exhibit Number
Description
10.1

1



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.
 
 
 
 
 
Date:
November 1, 2018
 
By:
/s/ David L. Pitts
 
 
 
Name:
David L. Pitts
 
 
 
Title:
Vice President and Chief Financial Officer

 





2



EXHIBIT INDEX
 
Exhibit Number
Description
10.1


3

Exhibit 10.1


THIRTEENTH AMENDMENT
TO
CREDIT AGREEMENT
DATED AS OF OCTOBER 29, 2018
AMONG
CARRIZO OIL & GAS, INC.,
AS BORROWER,
THE GUARANTORS PARTY HERETO,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT,
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
AND ROYAL BANK OF CANADA,
AS CO-SYNDICATION AGENTS,
COMPASS BANK AND SG AMERICAS SECURITIES, LLC,
AS CO-DOCUMENTATION AGENTS
AND
THE LENDERS PARTY HERETO

WELLS FARGO SECURITIES, LLC, CITIGROUP GLOBAL MARKETS INC.
AND CAPITAL ONE, NATIONAL ASSOCIATION,
AS JOINT LEAD ARRANGERS AND BOOKRUNNERS






THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”) dated as of October 29, 2018, among CARRIZO OIL & GAS, INC., a Texas corporation (the “ Borrower ”); each of the undersigned guarantors (the “ Guarantors ”); the Lenders listed on the signature pages hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).
R E C I T A L S
WHEREAS, the Borrower, the Administrative Agent, the Lenders and the other Agents party thereto are parties to that certain Credit Agreement dated as of January 27, 2011 (as amended by that certain First Amendment dated as of March 26, 2012, that certain Resignation, Consent and Appointment Agreement dated as of April 20, 2012, that certain Second Amendment dated as of September 4, 2012, that certain Third Amendment dated as of September 27, 2012, that certain Fourth Amendment dated as of October 9, 2013, that certain Fifth Amendment dated as of October 7, 2014, that certain Sixth Amendment dated as of May 5, 2015, that certain Seventh Amendment dated as of October 30, 2015, that certain Eighth Amendment dated as of May 3, 2016, that certain Ninth Amendment dated as of May 4, 2017, that certain Tenth Amendment dated as of June 28, 2017, that certain Eleventh Amendment dated as of November 3, 2017, that certain Twelfth Amendment dated as of May 4, 2018, and as otherwise further amended, supplemented or modified, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit and other financial accommodations available to and on behalf of the Borrower.
WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement, and the Lenders are willing to do so on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Amendment, and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section and article references in this Amendment refer to sections and articles of the Credit Agreement.
Section 2.      Amendments to Credit Agreement .
2.1      Amendments to Section 1.02 : Section 1.02 is hereby amended by
(a)      amending, adding or restating the following terms in the appropriate alphabetical order as follows:




Agreement ” means this Credit Agreement, as amended by that certain First Amendment dated as of March 26, 2012, that certain Resignation, Consent and Appointment Agreement dated as of April 20, 2012, that certain Second Amendment dated as of September 4, 2012, that certain Third Amendment dated as of September 27, 2012, that certain Fourth Amendment dated as of October 9, 2013, that certain Fifth Amendment dated as of October 7, 2014, that certain Sixth Amendment dated as of May 5, 2015, that certain Seventh Amendment dated as of October 30, 2015, that certain Eighth Amendment dated as of May 3, 2016, that certain Ninth Amendment dated as of May 4, 2017, that certain Tenth Amendment dated as of June 28, 2017, that certain Eleventh Amendment dated as of November 3, 2017, that certain Twelfth Amendment dated as of May 4, 2018, that certain Thirteenth Amendment dated as of October 29, 2018, and as the same may from time to time be further amended, modified, supplemented or restated.
Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
Beneficial Ownership Regulation ” means 31 CFR § 1010.230.
Capital Lease ” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases or financing leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. For the avoidance of doubt, any lease that was or would have been characterized as an operating lease in accordance with GAAP on the Effective Date (whether or not such lease was in effect on such date) shall be excluded from this definition for purposes of this Agreement regardless of any change in GAAP following the Effective Date that would otherwise require such operating lease to be recorded on the balance sheet.

FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

LIBO Rate ” means, subject to the implementation of a Replacement Rate in accordance with Section 3.03(c), for any interest rate calculation with respect to a Eurodollar Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period as published by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent, at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable

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Interest Period. If, for any reason, such rate is not so published then “LIBO Rate” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period.

Each calculation by the Administrative Agent of the LIBO Rate shall be conclusive and binding for all purposes, absent manifest error.

Notwithstanding the foregoing, (i) in no event shall the LIBO Rate (including, without limitation, any Replacement Rate with respect thereto) be less than 0% and (ii) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 3.03(c), in the event that a Replacement Rate with respect to the LIBO Rate is implemented then all references herein to the LIBO Rate shall be deemed references to such Replacement Rate.

London Banking Day ” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

Pricing Increase ” has the meaning assigned to such term in the definition of “Applicable Margin”.

Replacement Rate ” has the meaning assigned to such term in Section 3.03(c).

(b)      amending the Borrowing Base Utilization Grid in the defined term “Applicable Margin” to read as follows:
Borrowing Base Utilization Grid*
Utilization Percentage
<25%
 25% but <50%
 50% but <75%
 75% but <90%
 90%
Eurodollar Loans
1.25%
1.50%
1.75%
2.00%
2.25%
ABR Loans
0.25%
0.50%
0.75%
1.00%
1.25%
Commitment Fee Rate
0.375%
0.375%
0.50%
0.50%
0.50%

*At any time the financial statements most recently delivered by the Borrower to the Administrative Agent pursuant to Section 8.01(a) or Section 8.01(b), as applicable, reflect that the Borrower’s ratio of Total Debt to EBITDA as determined pursuant to Section 9.01(a), is greater than 3.00 to 1.00, the percentages in the rows titled “Eurodollar Loans” and “ABR Loans” contained in the Borrowing

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Base Utilization Grid shall be increased by 0.25% (the “ Pricing Increase ”) until such time as the Borrower delivers financial statements to the Administrative Agent pursuant to Section 8.01(a) or Section 8.01(b), as applicable, that reflect that the Borrower’s ratio of Total Debt to EBITDA as determined pursuant to Section 9.01(a), is less than or equal to 3.00 to 1.00. Adjustments to such percentages, if any, shall go into effect on the date the Administrative Agent receives the applicable financial statements and corresponding compliance certificate as required pursuant to Sections 8.01(a), 8.01(b) and 8.01(c), as applicable; provided that if the Borrower has not delivered such financial statements and corresponding compliance certificate within the time period specified by such Sections, then effective as of the date such financial statements and corresponding compliance certificate were required to be delivered pursuant to such Sections, the Pricing Increase shall immediately go into effect and shall remain in effect until the date such financial statements and corresponding compliance certificate are delivered by the Borrower to the Administrative Agent (for the avoidance of doubt, if such financial statements and corresponding compliance certificate, when delivered, reflect that the Borrower’s ratio of Total Debt to EBITDA is greater than 3.00 to 1.00, then the Pricing Increase shall remain in effect).

2.2      Amendment to Article I . Article I is hereby amended by adding a new Section 1.07 as follows:
“Section 1.07     Rates . The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBO Rate”.

2.3      Amendment to Section 3.03(a) . Section 3.03(a) is hereby amended by inserting the following at the beginning thereof:
“unless and until a Replacement Rate is implemented in accordance with Section 3.03(c) in connection with any request for a Eurodollar Loan or a conversion to or continuation thereof or otherwise, if for any reason”

2.4      Amendment to Section 3.03 . Section 3.03 is hereby amended by deleting the “or” at the end of Section 3.03(a), deleting the “.” At the end of Section 3.03(b) and replacing it with “; or” and adding the following new Section 3.03(c):
“(c)    notwithstanding anything to the contrary in Section 3.03(a) above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 3.03(a) have arisen and that such circumstances are unlikely to be temporary or (ii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan

- 4 -




market in the applicable currency, then the Administrative Agent may, to the extent practicable (with the consent of the Borrower and as determined by the Administrative Agent and the Borrower to be generally in accordance with similar situations in other transactions in which the Administrative Agent is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “ Replacement Rate ”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 3.03(a), 3.03(c)(i), 3.03(c)(ii) or 3.03(c)(iii) occurs with respect to the Replacement Rate or (B) the Majority Lenders (directly, or through the Administrative Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 3.03(c). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.02(b)), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Majority Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent and the Borrower in connection with this Section 3.03(c), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).”

2.5      Amendment to Section 7.11 . Section 7.11 is hereby amended by adding the following sentence at the end thereof:
“All of the information included in the Beneficial Ownership Certification most recently provided to each Lender, if applicable, is true and correct as of the date thereof.”


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2.6      Amendment to Section 8.01 . Section 8.01 is hereby amended by adding the following new Section 8.01(p):
“(p)     Beneficial Ownership . To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall (i) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and (ii) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or such Lender, as the case may be, any information or documentation reasonably requested by it for purposes of complying with the Beneficial Ownership Regulation.”

2.7      Amendment to Section 12.02(b) . Section 12.02(b) is hereby amended by deleting the “.” And the end thereof and adding the following:
“and the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 3.03(c) in accordance with the terms of Section 3.03(c).”

Section 3.      Borrowing Base . From and after the Amendment Effective Date, the Borrowing Base is $1,300,000,000 and the Aggregate Elected Commitment Amount is $1,100,000,000, which Borrowing Base and Aggregate Elected Commitment Amount shall remain in effect until with respect to the Borrowing Base, the next Scheduled Redetermination or the Borrowing Base is otherwise redetermined or adjusted in accordance with the Credit Agreement and with respect to the Aggregate Elected Commitment Amount any adjustment pursuant to Section 2.07A. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to Section 2.07(e), Section 8.12(c) or Section 9.11. Each of the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, agree that the redetermination of the Borrowing Base pursuant to this Section 3 shall constitute the Scheduled Redetermination for November 1, 2018. This Section 3 constitutes notice of the redetermined Borrowing Base in accordance with Section 2.07(d) of the Credit Agreement. Pursuant to Section 2.07A(b)(v) of the Credit Agreement, Annex I to the Credit Agreement is hereby amended as set forth on Annex I to this Amendment.
Section 4.      Assignments and Reallocations . The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and Elected Commitment Amounts. The Administrative Agent and the Borrower hereby consent to such reallocation and assignments of the Maximum Credit Amounts and Elected Commitment Amounts. On the Amendment Effective Date and after giving effect to such reallocations and assignments, the Maximum Credit Amount and Elected Commitment Amount of

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each Lender shall be as set forth on Annex I of this Amendment which Annex I supersedes and replaces the Annex I to the Credit Agreement. With respect to such reallocation and assignments, each Lender shall be deemed to have acquired the Maximum Credit Amount and Elected Commitment Amount allocated to it from each of the other Lenders and pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit G to the Credit Agreement as if each such Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignments in this Amendment and for purposes of such assignments only, the Lenders, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 12.04(b)(ii)(C).
Section 5.      Conditions Precedent . This Amendment shall become effective on the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02) (such date, the “ Amendment Effective Date ”):
5.1      The Administrative Agent shall have received, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement, including a fee paid to the Administrative Agent for the benefit of each Lender on a pro rata basis equal to thirty-five (35) bps of the amount (if positive) by which such Lender’s Elected Commitment Amount in effect on the Amendment Effective Date exceeds such Lender’s Elected Commitment Amount immediately prior to the Amendment Effective Date.
5.2      The Administrative Agent shall have received from all of the Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Person.
5.3      The Administrative Agent shall have received, for each Lender that request such, an executed Note reflecting its Maximum Credit Amount as set forth on Annex I hereto.
5.4      No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment.
5.5      The Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably require in connection with the transactions contemplated hereby.
5.6      Upon the reasonable request of the Administrative Agent or any Lender prior to the Amendment Effective Date, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered to the Administrative Agent, and any Lender requesting the same, a Beneficial Ownership Certification.
The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted in Section 12.02. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

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Section 6.      Miscellaneous.
6.1      Confirmation . The provisions of the Credit Agreement, as amended by this Amendment, shall remain in full force and effect following the effectiveness of this Amendment.
6.2      Ratification and Affirmation; Representations and Warranties . Each Credit Party hereby (a) acknowledges the terms of this Amendment; (b) ratifies and affirms (i) its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby, and (ii) that the Liens created by the Loan Documents to which it is a party are valid and continuing and secure the Obligations in accordance with the terms thereof, after giving effect to this Amendment; and (c) represents and warrants to the Lenders that on and as of the date hereof, and immediately after giving effect to the terms of this Amendment (i) all of the representations and warranties of the Borrower and the Guarantors contained in the Loan Documents are true and correct in all material respects, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, and (ii) no Default or Event of Default has occurred and is continuing.
6.3      Loan Document . This Amendment is a Loan Document.
6.4      Counterparts . This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
6.5      NO ORAL AGREEMENT . THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
6.6      GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
6.7      Payment of Expenses . In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.
6.8      Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or

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unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
6.9      Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[SIGNATURES BEGIN NEXT PAGE]


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

BORROWER:    CARRIZO OIL & GAS, INC.


By: /s/ David L. Pitts    
David L. Pitts
Vice President and Chief Financial Officer


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




GUARANTORS:
BANDELIER PIPELINE HOLDING, LLC,
CARRIZO (EAGLE FORD) LLC,
CARRIZO (MARCELLUS) LLC,
CARRIZO (MARCELLUS) WV LLC,
CARRIZO MARCELLUS HOLDING INC.,
CARRIZO (NIOBRARA) LLC,
CARRIZO (PERMIAN) LLC,
CARRIZO (UTICA) LLC,
CLLR, INC.,
HONDO PIPELINE, INC.,
And
MESCALERO PIPELINE, LLC,


By: /s/ David L. Pitts    
David L. Pitts
Vice President

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




LENDERS:    WELLS FARGO BANK,
NATIONAL ASSOCIATION ,
as Administrative Agent and a Lender


By: /s/ Greg Smothers    
Name: Greg Smothers    
Title: Director    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




CITIBANK, N.A. ,
as a Lender


By: /s/ Jeff Ard    
Name: Jeff Ard    
Title: Vice President    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




CAPITAL ONE, NATIONAL ASSOCIATION ,
as a Lender


By: /s/ Robert James    
Name: Robert James    
Title: Director    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




ROYAL BANK OF CANADA ,
as a Lender


By: /s/ Jay T. Sartain    
Name: Jay T. Sartain    
Title: Authorized Signatory    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK ,
as a Lender


By: /s/ Michael Willis    
Name: Michael Willis    
Title: Managing Director    


By: /s/ Joseph Cariello    
Name: Joseph Cariello    
Title: Director    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




SOCIETE GENERALE ,
as a Lender


By: /s/ Max Sonnonstine    
Name: Max Sonnonstine    
Title: Director    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




COMPASS BANK ,
as a Lender


By: /s/ Kari McDaniel    
Name: Kari McDaniel    
Title: Vice President    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




BMO HARRIS BANK, N.A. ,
as a Lender


By: /s/ Matthew Davis    
Name: Matthew Davis    
Title: Director    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




PNC BANK, NATIONAL ASSOCIATION ,
as a Lender


By: /s/ Daniel Winters    
Name: Daniel Winters    
Title: Assistant Vice President    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




THE BANK OF NOVA SCOTIA , HOUSTON BRANCH, as a Lender


By: /s/ Ryan Knape    
Name: Ryan Knape    
Title: Director    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




GOLDMAN SACHS BANK USA ,
as a Lender


By: /s/ Ryan Durkin    
Name: Ryan Durkin    
Title: Authorized Signatory    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




BANK OF AMERICA, N.A. ,
as a Lender


By: /s/ Pace Doherty    
Name: Pace Doherty    
Title: Vice President    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




ABN AMRO CAPITAL USA LLC ,
as a Lender


By: /s/ Darrell Holley    
Name: Darrell Holley    
Title: Managing Director    


By: /s/ Beth Johnson    
Name: Beth Johnson    
Title: Executive Director    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




KEYBANK NATIONAL ASSOCIATION ,
as a Lender


By: /s/ George E. McKean    
Name: George E. McKean    
Title: Senior Vice President    





Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH ,
as a Lender


By: /s/ Nupur Kumar    
Name: Nupur Kumar    
Title: Authorized Signatory    


By: /s/ Christopher Zybrick    
Name: Christopher Zybrick    
Title: Authorized Signatory    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




IBERIABANK ,
as a Lender


By: /s/ Stacy Goldstein    
Name: Stacy Goldstein    
Title: Senior Vice President    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




ASSOCIATED BANK, N.A. ,
as a Lender


By: /s/ Farhan Iqbal    
Name: Farhan Iqbal    
Title: Senior Vice President    


Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




COMERICA BANK ,
as a Lender


By: /s/ William B. Robinson    
Name: William B. Robinson    
Title: Senior Vice President    

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




REGIONS BANK ,
as a Lender


By: /s/ Iris Zhang    
Name: Iris Zhang
Title: Director

Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.





SUNTRUST BANK ,
as a Lender


By: /s/ Nina Johnson    
Name: Nina Johnson
Title: Director



Signature Page to Thirteenth Amendment to Credit Agreement
Carrizo Oil & Gas, Inc.




ANNEX I

LIST OF APPLICABLE PERCENTAGES, MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENT AMOUNTS

Name of Lender
Applicable Percentage
Maximum Credit Amount
Elected Commitment Amount
Wells Fargo Bank, National Association
7.05%
$141,000,000.00
$77,550,000.00
Capital One, N.A.
7.05%
$141,000,000.00
$77,550,000.00
Citibank, N.A.
7.05%
$141,000,000.00
$77,550,000.00
ABN AMRO Capital USA LLC
5.46%
$109,200,000.00
$60,060,000.00
BMO Harris Bank, N.A.
5.46%
$109,200,000.00
$60,060,000.00
Compass Bank
5.46%
$109,200,000.00
$60,060,000.00
Credit Agricole Corporate and Investment Bank
5.46%
$109,200,000.00
$60,060,000.00
Goldman Sachs Bank USA
5.46%
$109,200,000.00
$60,060,000.00
PNC Bank National Association
5.46%
$109,200,000.00
$60,060,000.00
Royal Bank of Canada
5.46%
$109,200,000.00
$60,060,000.00
Societe Generale
5.46%
$109,200,000.00
$60,060,000.00
The Bank of Nova Scotia, Houston Branch
5.46%
$109,200,000.00
$60,060,000.00
Bank of America, N.A.
4.06%
$81,200,000.00
$44,660,000.00
Credit Suisse AG, Cayman Islands Branch
4.06%
$81,200,000.00
$44,660,000.00
Iberiabank
4.06%
$81,200,000.00
$44,660,000.00
KeyBank National Association
4.06%
$81,200,000.00
$44,660,000.00
SunTrust Bank
4.06%
$81,200,000.00
$44,660,000.00
Comerica Bank
3.34%
$66,800,000.00
$36,740,000.00
Regions Bank
3.34%
$66,800,000.00
$36,740,000.00
Associated Bank, N.A.
2.73%
$54,600,000.00
$30,030,000.00
TOTAL
100.00%
$2,000,000,000.00
$1,100,000,000.00


ANNEX I