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FINANCING ARRANGEMENTS
In connection
with the 1997 initial public offering,
Carrizo entered into an amended revolving
credit facility with Compass Bank (the
"Company Credit Facility"),
to provide for a maximum loan amount
of $25 million, subject to borrowing
base limitations. The principal outstanding
is due and payable in April 2003, with
interest due monthly. The Company Credit
Facility was amended in March 1999 to
provide for a maximum loan amount under
such facility of $10 million. The interest
rate on all revolving credit loans is
calculated, at the Company's option,
at a floating rate based on the Compass
index rate or LIBOR plus 2 percent.
The Company's obligations are secured
by substantially all of its oil and
gas properties and cash or cash equivalents
included in the borrowing base. Certain
members of the Board of Directors had
provided collateral, primarily in the
form of marketable securities, to secure
the revolving credit loans. This collateral
was released during April 2001.
Under the
Company Credit Facility, Compass, in
its sole discretion, will make semiannual
borrowing base determinations based
upon the proved oil and natural gas
properties of the Company. Compass may
also redetermine the borrowing base
and the monthly borrowing base reduction
at any time at its discretion. The Company
may also request borrowing base redeterminations
in addition to the required semiannual
reviews at the Company's cost.
In September
1998, the Company Credit Facility was
further amended to provide for an additional
$7 million Term Loan bearing interest
at the Index Rate, of which $7 million
was borrowed in the fourth quarter of
1998. In March 1999, the Company Credit
Facility was further amended to increase
the $7 million Term Loan by $2 million.
In December 1999, $2 million principal
amount of the Term Loan was repaid with
proceeds from the sale from the Subordinated
Notes, Common Stock and Warrants.
Certain members
of the Board of Directors have guaranteed
the Term Loan. As currently amended
pursuant to an amendment dated December
1999, interest on the Term Loan is payable
monthly, bearing interest at the Index
Rate. Principal payments on the Term
Loan were due in consecutive monthly
installments in the amount $290,000
each, beginning July 1, 2000 through
December 1, 2000, and thereafter in
the amount of $440,000, beginning January
1, 2001 until the Term Loan Maturity
Date, when the entire principal balance,
plus interest, is payable. Term Loan
Maturity Date means the earlier of:
(1) the date of closing of the issuance
of additional equity of the Company,
if the net proceeds of such issuance
are sufficient to repay in full the
Term Loan; (2) the date of closing of
the issuance of convertible subordinated
debt of the Company, if the proceeds
of such
issuance are sufficient to repay in
full the Term Loan; (3) the date of
repayment of the revolving credit loans
and the termination of the revolving
commitment; and (4) July 1, 2001. As
of December 31, 2001, the principal
balance of the Term Loan had been repaid.
The Company
is subject to certain covenants under
the terms of the Company Credit Facility,
including but not limited to (a) maintenance
of specified tangible net worth, (b)
a ratio of quarterly EBITDA (earnings
before interest, taxes, depreciation
and amortization) to quarterly debt
service of not less than 1.25 to 1.00,
and (c) a specified minimum amount of
working capital. The Company Credit
Facility also places restrictions on,
among other things, (a) incurring additional
indebtedness, guaranties, loans and
liens, (b) changing the nature of business
or business structure, (c) selling assets
and (d) paying dividends.
Proceeds
of the revolving credit loans have been
used to provide funding for exploration
and development activity. At December
31, 2000, and 2001, outstanding revolving
credit loans totaled $5,426,000 and
$7,166,000, respectively, with an additional
$2,900,884 and $620,000, respectively,
available for future borrowings. The
outstanding amount of the Term Loan
was $5,260,000 and none at December
31, 2000 and 2001. The Company Credit
Facility also provides for the issuance
of letters of credit, one of which has
been issued for $224,000 at December
31, 2000 and 2001. The Borrowing Base
facility was amended in November 2000
to provide up to $2 million of Guidance
Line letters of credit (the "Guidance
Line letters of credit") relating
exclusively to the Company's outstanding
hedge positions. At December 31, 2000,
the Company had one Guidance Line letter
of credit outstanding amounting to $180,000.
The weighted average interest rates
for 2000 and 2001 on the Company Credit
Facility were 9 and 7 percent, respectively.
On June 29,
2001, CCBM, Inc. a wholly owned subsidiary
of the Company ("CCBM"), issued
a non-recourse promissory note payable
in the amount of $7,500,000 to RMG as
consideration for certain interest in
oil and gas leases held by RMG in Wyoming
and Montana. The RMG note is payable
in 41-monthly principal payments of
$125,000 plus interest at eight percent
per annum commencing July 31, 2001 with
the balance due December 31, 2004. The
RMG note is secured solely by CCBM's
interests in the oil and gas leases
in Wyoming and Montana.
In December
2001, the Company entered into a capital
lease agreement secured by certain production
equipment in the amount of $243,369.
The lease is payable in one payment
of $11,323 and 35 monthly payments of
$7,549 including interest at 8.6 percent
per annum. The Company has the option
to acquire the equipment at the conclusion
of the lease for $1.
Estimated
maturities of long-term debt are $2,107,030
in 2002, $8,205,391 in 2003, $3,836,498
in 2004 and the remainder in 2007.
In November 1999, Messrs. Hamilton, Webster
and Loyd provided a bridge loan in the
amount of $2,000,000, to the Company,
secured by certain oil and natural gas
properties. This bridge loan bore interest
at 14 percent per annum. Also in consideration
for the bridge loan, the Company assigned
to Messrs. Hamilton, Webster, and Loyd
an aggregate 1.0 percent overriding
royalty interest ("ORRI")
in the Huebner #1 and Fondren Letulle
#1 wells (combined with the prior assignment,
a 2 percent overriding royalty interest),
a .8794 percent ORRI in Neblett #1 (N.
La Copita), a 1.0466 percent ORRI in
STS 104-5 #1, a 1.544 percent ORRI in
USX Hematite #1, a 2.0 percent ORRI
in Huebner #2 and a 2.0 percent ORRI
in Burkhart #1. On December 15, 1999
the bridge loan was repaid in its entirety
with proceeds from the sale of Common
Stock, Subordinated Notes and Warrants.
Such overriding royalty interests are
limited to the well bore and proportionately
reduced to the Company's working interest
in the well.
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