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provides for a revolving credit facility up to
the lesser of the borrowing base and $200.0 million. It is secured
by substantially all of our assets and is guaranteed by our subsidiaries.
The liens securing the Senior Credit Facility are first in priority
to the liens securing the Second Lien Credit Facility.
As of December 31, 2006, the Company had
$41.0 million of borrowings outstanding on a borrowing base availability
of $65.0 million.
On December 20, 2006, the Company amended
its Senior Credit Facility (the “Senior Credit Amendment”) in connection
with the aforementioned December 2006 Amendment. On January 3, 2007,
the Company drew the $75.0 million of additional borrowings from
its Second Lien Credit Facility, using a portion of the net proceeds
to repay the $41.0 million of outstanding borrowings under the Senior
Credit Facility.
Following the repayment of the outstanding
borrowings on January 3, 2007, the amended and undrawn borrowing
base was $54.25 million, with a conforming borrowing base of $46.75
million and subject to monthly reductions of $1.69 million commencing
May 1, 2007 and continuing on the first day of each month thereafter
until the borrowing base is redetermined. We may request one unscheduled
borrowing base determination subsequent to each scheduled determination,
and the lenders may request unscheduled determinations at any time.
In the event the outstanding principal balance of indebtedness under
the Second Lien Credit Facility exceeds $225.0 million, the borrowing
base under the Senior Credit Facility will be reduced $1.00 for
every $4.00 of such additional indebtedness under the Second Lien
Credit Facility.
If the outstanding principal balance of
the revolving loans under the Senior Credit Facility exceeds the
borrowing base at any time, we have the option within 30 days to
take any of the following actions, either individually or in combination:
make a lump sum payment curing the deficiency, pledge additional
collateral sufficient in the lenders' opinion to increase the borrowing
base and cure the deficiency or begin making equal monthly principal
payments that will cure the deficiency within the ensuing sixmonth
period. Those payments would be in addition to any payments that
may come due as a result of the quarterly borrowing base reductions.
Otherwise, any unpaid principal or interest will be due at maturity.
The annual interest rate on each base rate
borrowing will be (1) the greatest of the Agent’s Prime Rate, the
Base CD Rate plus 1.0% and the Federal Funds Effective Rate plus
0.5%, plus (2) a margin between 0.25% and 1.75% (depending on the
current level of borrowing base usage). The interest rate on each
Eurodollar Loan will be the adjusted LIBO rate plus a margin between
1.5% to 3.0% (depending on the current level of borrowing base usage).
The Company is subject to certain covenants
under the amended terms of the Senior Credit Facility which include,
but are not limited to, the maintenance of the following financial
ratios: (1) a minimum current ratio of 1.0 to 1.0; and (2) a maximum
total net debt to Consolidated EBITDAX (as defined in the Senior
Credit Facility) of 3.75 to 1.0 for the fiscal quarters through
and including December 31, 2007, 3.25 to 1.0 for the fiscal quarter
March 31, 2008 and thereafter. The Senior Credit Facility also places
restrictions on indebtedness, dividends to shareholders, liens,
investments, mergers, acquisitions, asset dispositions, repurchase
or redemption of the Company’s common stock, speculative commodity
transactions, transactions with affiliates and other matters.
The Senior Credit Facility is subject to
customary events of default, the occurrence and continuation of
which could result in the acceleration of amounts due under the
facility by the agent or the lenders.
At December 31, 2006, the Company was in
compliance with all of its debt covenants.
At December 31, 2006, one letter of credit
totaling $500,000 was outstanding.
7. CONVERTIBLE
PARTICIPATING PREFERRED STOCK
In February 2002, the Company consummated
the sale of 60,000 shares of Convertible Participating Series B
Preferred Stock (the “Series B Preferred Stock”) and warrants to
purchase 252,632 shares of common stock for an aggregate purchase
price of $6.0 million. The Company sold 40,000 and 20,000 shares
of Series B Preferred Stock and 168,422 and 84,210 warrants to Mellon
Ventures, Inc. and Steven A. Webster, respectively. The Series B
Preferred Stock was convertible into common stock by the investors
at a conversion price of $5.70 per share, subject to adjustments,
and was initially convertible into 1,052,632 shares of common stock.
The warrants had a five-year term and entitled the holders to purchase
up to 252,632 shares of Carrizo’s common stock at a price of $5.94
per share, subject to adjustments, and were exercisable at any time
after issuance. The warrants were exercisable on a cashless exercise
basis. Dividends on the Series B Preferred Stock were payable in
either cash at a rate of 8% per annum or, at the Company’s option,
by payment in kind of additional shares of the same series of preferred
stock at a rate of 10% per annum. At December 31, 2003 and through
the conversion dates specified below, the outstanding balance of
the Series B Preferred Stock was increased by $1.2 million (11,987
shares) and $1.5 million (15,133 shares), respectively, for dividends
paid in kind. The Series B Preferred Stock was redeemable at varying
prices in whole or in part at the holders’ option after three years
or at the Company’s option at any time. The Series B Preferred Stock
also participated in any dividends declared on the common stock.
Mellon Ventures, Inc. converted all of its Series B Preferred Stock
(approximately 49,938 shares) into 876,099 shares of
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