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EXHIBIT 99.8
AMENDMENT TO INDEMNIFICATION AGREEMENT
Carrizo Oil & Gas, Inc., a Texas corporation ("Company") and
_____ previously entered into an Indemnification Agreement dated as of _____
("Indemnification Agreement"), and by this agreement hereby amend the
Indemnification Agreement effective as of December 15, 1999 as follows:
Nothing in the Shareholders Agreement dated December 15, 1999
among X.X. Xxxxxxx XX, Xxxxx X. Xxxxxx, Xxxx X. Xxxx, Xx., Xxxxxxx X.X.
Xxxxxxxx, Xxxxxx X. Xxxxxxx, XX Capital Investors, L.P. ("Chase") and certain
other investors (the "Shareholders Agreement") or in the transactions
contemplated by the Securities Purchase Agreement dated December 15, 1999 among
Xxxx X. Xxxx, Xx., Xxxxxxx X.X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxx and certain
other investors, as it may be amended from time to time (including the addition
of any new parties thereto), shall constitute a "Change of Control" within the
meaning of the definition in the Indemnification Agreement. Without limiting the
generality of the foregoing, no "Change of Control" shall result from the
attribution of beneficial ownership directly or indirectly through the
Shareholders Agreement such that a shareholder is deemed to beneficially own 40%
or more of the shares of the Company's common stock then outstanding (a "40%
Holder"), unless such shareholder would be deemed to be a 40% Holder in the
absence of the Shareholders Agreement.
In witness whereof, the parties have caused these presents to
be executed this 15th day of December, 1999, effective as of the day and year
first above written.
CARRIZO OIL & GAS, INC.
By:
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Name:
Title:
INDEMNITEE
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Name:
