Attached files
Exhibit 4.4
NINTH SUPPLEMENTAL INDENTURE
among
CARRIZO OIL & GAS, INC.
as Issuer
and
THE SUBSIDIARY GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF
as Subsidiary Guarantors
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
4.375% Convertible Senior Notes due 2028
August 5, 2011
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 |
3 | |||
SECTION 206 Governing Law |
3 |
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CARRIZO OIL & GAS, INC.
NINTH SUPPLEMENTAL INDENTURE
THIS NINTH SUPPLEMENTAL INDENTURE, dated as of August 5, 2011 (the Ninth Supplemental Indenture), among Carrizo Oil & Gas, Inc., a Texas corporation (the Company), Carrizo (Eagle Ford) LLC, a Delaware limited liability company (Carrizo Eagle Ford), Carrizo (Niobrara) LLC, a Delaware limited liability company (Carrizo Niobrara, and together with Carrizo Eagle Ford, the Guaranteeing Subsidiaries), each of the existing subsidiary guarantors listed on the signature page hereof (each, an Existing Subsidiary Guarantor and collectively, the Existing Subsidiary Guarantors) 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 (the Original Indenture), providing for the issuance from time to time of one or more series of the Companys Securities;
WHEREAS, the Company has outstanding $73,750,000 aggregate principal amount of 4.375% Convertible Senior Notes due 2028 (the Convertible Notes), which Convertible Notes were issued pursuant to the Original Indenture, as supplemented by the First Supplemental Indenture thereto between the Company and the Trustee dated May 28, 2008 (the First Supplemental Indenture ) and which Convertible Notes are guaranteed by the Existing Subsidiary Guarantors pursuant to the Second Supplemental Indenture among the Company, certain of its Subsidiaries, and the Trustee, dated as of May 14, 2009 (the Second Supplemental Indenture), the Third Supplemental Indenture among the Company, one of its Subsidiaries, and the Trustee, dated as of October 19, 2009 (the Third Supplemental Indenture), the Fifth Supplemental Indenture among the Company, certain Subsidiaries of the Company and the Trustee dated November 2, 2010 (the Fifth Supplemental Indenture) and the Seventh Supplemental Indenture among the Company, certain Subsidiaries of the Company named therein and the Trustee dated May 4, 2011 (the Seventh Supplemental Indenture, and the Original Indenture as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fifth Supplemental Indenture and the Seventh Supplemental Indenture, the Indenture);
WHEREAS, Section 4.08 of the First Supplemental Indenture provides that if at any time the Company issues any 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 Subsidiaries have provided a Guarantee with respect to $400,000,000 aggregate principal amount of 8.625% Senior Notes due 2018 (the Senior Notes), which are guaranteed by the Guaranteeing Subsidiaries and the Existing Subsidiary Guarantors on a senior, unsecured basis;
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WHEREAS, the Company, pursuant to the foregoing authority, proposes in and by this Ninth 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 Company, the Guaranteeing Subsidiaries, 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
Each Guaranteeing Subsidiary agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor with respect to the Convertible Notes and perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture with respect to the Convertible Notes.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 201 Integral Part.
This Ninth Supplemental Indenture constitutes an integral part of the Indenture.
SECTION 202 General Definitions.
For all purposes of this Ninth 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 Ninth Supplemental Indenture.
SECTION 203 Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Ninth 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 Ninth Supplemental Indenture or for or in respect of the recitals
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contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors named herein.
SECTION 205 Counterparts.
This Ninth 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 NINTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the day and year first written above.
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Patrick T. Giordano | |
Name: Patrick T. Giordano | ||
Title: Vice President | ||
CARRIZO OIL & GAS, INC. | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President, Chief Financial Officer, Secretary and Treasurer |
Signature Page - Ninth Supplemental Indenture
THE GUARANTEEING SUBSIDIARIES | ||
CARRIZO (EAGLE FORD) LLC | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President | ||
CARRIZO (NIOBRARA) LLC | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President | ||
Existing Subsidiary Guarantors | ||
BANDELIER PIPELINE HOLDING, LLC | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President | ||
CARRIZO (MARCELLUS) LLC | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President | ||
CARRIZO (MARCELLUS) WV LLC | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President |
Signature Page - Ninth Supplemental Indenture
CARRIZO MARCELLUS HOLDING INC. | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President | ||
CLLR, INC. | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President | ||
HONDO PIPELINE, INC. | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President | ||
MESCALERO PIPELINE, LLC | ||
By: | /s/ Paul F. Boling | |
Name: Paul F. Boling | ||
Title: Vice President |
Signature Page - Ninth Supplemental Indenture