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): April 27, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-22915 76-0415919
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
N/A
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 27, 2005, Carrizo Oil & Gas, Inc. (the "Company") amended its
senior credit facility, which provides the Company with a revolving line of
credit of up to $75.0 million and a term loan facility of up to $25.0 million
(the "Senior Credit Facility"), pursuant to the Second Amendment to the Second
Amended and Restated Credit Agreement dated as of April 27, 2005 among the
Company, CCBM, Inc., Hibernia National Bank and Union Bank of California, N.A.
(the "Credit Facility Amendment"). Such amendment includes without limitation:
(1) the restatement of the covenant regarding maintenance of a minimum
shareholders' equity such that it requires a minimum equal to $108,773,000, plus
100% of all subsequent common and preferred equity contributed by the Company's
shareholders subsequent to December 31, 2004, plus 50% of all positive earnings
occurring subsequent to December 31, 2004, and (2) the addition of a provision
restricting loans from the Company to subsidiaries or guarantors of the Senior
Credit Facility if the proceeds of such loans will be invested in an entity in
which the Company holds an equity interest.
The foregoing description of the Credit Facility Amendment does not purport
to be complete and is qualified by reference to the complete document, which is
attached to this Current Report as an exhibit and incorporated herein by
reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.1 Second Amendment to Second Amended and Restated Credit
Agreement dated as of April 27, 2005 by and among Carrizo
Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank, as
Agent, Union Bank of California, N.A., as co-agent, and
Hibernia National Bank and Union Bank of California, N.A.,
as lenders.
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: May 3, 2005
INDEX TO EXHIBITS
10.1 Second Amendment to Second Amended and Restated Credit
Agreement dated as of April 27, 2005 by and among Carrizo
Oil & Gas, Inc., CCBM, Inc., Hibernia National Bank, as
Agent, Union Bank of California, N.A., as co-agent, and
Hibernia National Bank and Union Bank of California, N.A.,
as lenders.