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CARRIZO OIL & GAS, INC.
2,500,000 Shares
Common Stock
(Par Value $.01 Per Share)
UNDERWRITING AGREEMENT
New York, New York
August 5, 1997
XXXXXXXX & CO. INC.
XXXXXXXXX & COMPANY, INC.
As Representatives of the several
Underwriters named in Schedule I hereto
c/x Xxxxxxxx & Co. Inc.
Equitable Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell,
to the Underwriters named in Schedule I hereto (the "Underwriters"), an
aggregate of 2,500,000 shares of Common Stock, par value $.01 per share (the
"Common Stock"). The 2,500,000 shares of Common Stock to be sold by the
Company are herein referred to as the "Firm Securities." In addition, the
Company proposes to grant to the Underwriters an option to purchase up to an
additional 375,000 shares of Common Stock (the "Option Securities"), on the
terms and for the purposes set forth in Section 2 hereof. The Firm Securities
and the Option Securities are herein collectively referred to as the
"Securities." Except as may be expressly set forth below, any reference to you
in this Agreement shall be solely in your capacity as the Representatives of
the several Underwriters (the "Representatives").
1. The Company represents and warrants to, and agrees with, each
of the Underwriters that:
(a) A registration statement on Form S-l (File No.
333-29187) as amended by Amendment No. 1 filed July 22, 1997 and
Amendment No. 2 filed August 1, 1997 (the "Initial Registration
Statement") in respect of the Shares has been filed with the
Securities and Exchange Commission (the "Commission"); the Initial
Registration Statement and any post-effective amendment thereto, each
in the form heretofore delivered to you, and, excluding exhibits
thereto, to you for each of the other Underwriters, have been declared
effective by the Commission in
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such form; other than a registration statement, if any, increasing the
size of the offering (a "Rule 462(b) Registration Statement"), filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Act"), which became effective upon filing, no other document
with respect to the Initial Registration Statement has heretofore been
filed with the Commission; and no stop order suspending the
effectiveness of the Initial Registration Statement, any
post-effective amendment thereto or the Rule 462(b) Registration
Statement, if any, has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission (any preliminary
prospectus included in the Initial Registration Statement or filed
with the Commission pursuant to Rule 424(a) of the Rules and
Regulations of the Commission under the Act (the "Rules and
Regulations"), is hereinafter called a "Preliminary Prospectus;" the
various parts of the Initial Registration Statement and the Rule
462(b) Registration Statement, if any, including all exhibits thereto
and including the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the
Act in accordance with Section 5(a) hereof and deemed by virtue of
Rule 430A under the Act to be part of the Initial Registration
Statement at the time it was declared effective (the "Effective Date")
or the Rule 462(b) Registration Statement, if any, at the time it
became or hereafter becomes effective, each as amended at the time
such registration statement became effective, is hereinafter
collectively called the "Registration Statement;" such final
prospectus, in the form first filed pursuant to Rule 424(b) under the
Act, is hereinafter called the "Prospectus");
(b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in
all material respects to the requirements of the Act and the Rules and
Regulations of the Commission thereunder, and did not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter through Xxxxxxxx & Co. Inc.
("Xxxxxxxx") expressly for use therein;
(c) The Registration Statement conforms, and the
Prospectus and any further amendments or supplements to the
Registration Statement or Prospectus will conform in all material
respects to the requirements of the Act and the Rules and Regulations
of the Commission thereunder, and did not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto, and as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
by an Underwriter through Xxxxxxxx expressly for use therein;
(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the state
of Texas, with corporate power and
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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authority to own its properties and to conduct its business as
described in the Prospectus, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
property, or conducts any business, so as to require such
qualification, except where the failure to so qualify would not have a
material adverse effect on the condition, financial or otherwise, or
the business affairs of the Company and its subsidiaries taken as a
whole (such adverse effect to be hereinafter referred to as a
"Material Adverse Effect"); and each of the Company's subsidiaries has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation,
with corporate power and authority to own its properties and to
conduct its business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business and
is in good standing under the laws of each other jurisdiction in which
it owns or leases property, or conducts any business, so as to require
such qualification (except where the failure to so qualify would not
have a Material Adverse Effect);
(e) Upon consummation of the Combination Transactions (as
defined in the Prospectus) on the Closing Date, the Company will have
no subsidiaries and will not own, directly or indirectly, any shares
of capital stock of any other corporation or have any equity interest
in any firm, partnership, joint venture or other entity;
(f) The Company has all corporate power and authority to
execute, deliver and perform its obligations under this Agreement; the
execution, delivery and performance by the Company of its obligations
under this Agreement have been duly and validly authorized by all
requisite corporate action of the Company; and this Agreement
constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except
insofar as the enforcement may be limited by (i) any bankruptcy,
reorganization, insolvency, fraudulent conveyance or transfer,
moratorium or similar laws affecting the enforcement of creditors'
rights generally, and (ii) general principals of equity and public
policy (regardless of whether such is considered at law or in equity);
(g) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included in the Prospectus, any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental
action, order or decree, which loss or interference is material to the
Company and its subsidiaries, taken as a whole; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been, and prior to the
Time of Delivery (as defined in Section 4 hereof) there will not be,
any change in the capital stock (other than shares issued pursuant to
the Combination Transactions or the exercise of employee stock options
that the Prospectus indicates are outstanding (the "Employee Option
Shares")), any material change in the short-term debt or long-term
debt of the Company or any of its subsidiaries, or any material
adverse change, or any development involving a prospective material
adverse change, in or affecting the general affairs, management,
financial position, stockholders'
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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equity or results of operations of the Company and its subsidiaries,
taken as a whole, otherwise than as set forth or contemplated in the
Prospectus;
(h) The Company and its subsidiaries have (i) generally
satisfactory title to all their interests in the oil and gas
properties described in the Prospectus as being owned by them, title
investigations having been carried out by the Company in accordance
with the customary practice in the oil and gas industry, and (ii) good
and marketable title to all other real property and all personal
property described in the Prospectus as being owned by them, in each
case free and clear of all liens, claims, security interests or other
encumbrances except such as are described in the Registration
Statement and the Prospectus or in a document filed as an exhibit to
the Registration Statement or such as are not in the aggregate
materially burdensome and do not interfere in any material respect
with the use of the property or the conduct of the business of the
Company and its subsidiaries, taken as a whole, and the property (real
and personal) held under lease by each of the Company or its
subsidiaries, as the case may be, is held by it under valid,
subsisting and enforceable leases with only such exceptions as in the
aggregate are not materially burdensome and do not interfere in any
material respect with the conduct of the business of the Company and
its subsidiaries, taken as a whole;
(i) The Company has an authorized, issued and outstanding
capitalization as set forth in the Registration Statement, and all of
the issued shares of capital stock of the Company have been duly and
validly authorized by all necessary corporate action on the part of
the Company and duly and validly issued, are fully paid and
non-assessable, were not issued in violation of or subject to any
preemptive rights arising under the Company's Amended and Restated
Articles of Incorporation or Amended and Restated Bylaws or under the
Texas Business Corporations Act or any agreement or instrument in
effect, rights of first refusal or similar rights, were issued and
sold in compliance with the applicable Federal and state securities
laws and conform in all material respects to the description in the
Prospectus; except as described in the Prospectus, there are no
outstanding options, warrants or other rights calling for the issuance
of, and there are no commitments, plans or arrangements to issue, any
shares of capital stock of the Company or any security convertible or
exchangeable or exercisable for capital stock of the Company;
(j) The Securities to be issued and sold by the Company
to the Underwriters hereunder have been duly and validly authorized by
all necessary corporate action on the part of the Company and, when
issued and delivered against payment therefor as provided herein, will
be duly and validly issued, fully paid and non- assessable, and will
conform in all material respects to the description thereof in the
Prospectus and will be included on the Nasdaq National Market as of
the Effective Date;
(k) The performance of this Agreement, the consummation
of the transactions herein contemplated and the issue and sale of the
Securities and the compliance by the Company with all the provisions
of this Agreement will not (i) conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a
default under, or result
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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in the creation or imposition of any lien, charge, claim, or
encumbrance upon, any of the property or assets of the Company or any
of its subsidiaries pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject, (ii)
result in any violation of the provisions of the Amended and Restated
Articles of Incorporation (the "Articles of Incorporation") or the
Amended and Restated Bylaws (the "Bylaws"), in each case as amended to
the date hereof, of the Company or any of its subsidiaries (iii)
result in the violation of any statute or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of
their properties, except in the case of clause (i) above as would not
prevent or adversely affect in any material respect the performance of
this Agreement or have a Material Adverse Effect; and no consent,
approval, authorization, order, registration or qualification of or
with any court or governmental agency or body is required for the
issue and sale of the Securities or the consummation of the other
transactions contemplated by this Agreement, except the registration
under the Act of the Securities, the registration of the Common Stock
under the Exchange Act and the clearance of the offering or the
Securities with the National Association of Securities Dealers, Inc.
(the "NASD"), and such consents, approvals, authorizations,
registrations or qualifications as may be required under state or
foreign securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Underwriters;
(l) There are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries or any of
their respective officers or directors is a party or of which any
property of the Company or any of its subsidiaries is the subject,
other than litigation or proceedings incident to the business
conducted by the Company and its subsidiaries which will not
individually or in the aggregate have a Material Adverse Effect; and,
to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened
or contemplated by others;
(m) The Company and its subsidiaries have such licenses,
permits and other approvals or authorizations of and from governmental
or regulatory authorities ("Permits") as are necessary under
applicable law to own their respective properties and to conduct their
respective businesses in the manner now being conducted and as
described in the Prospectus; and the Company and its subsidiaries have
fulfilled and performed all of their respective obligations with
respect to such Permits, and no event has occurred which allows, or
after notice or lapse of time or both would allow, revocation or
termination thereof or result in any other impairment of the rights of
the holder of any such permits where such revocation, termination or
impairment would have a Material Adverse Effect;
(n) Xxxxxx Xxxxxxxx LLP, who have audited certain
financial statements of the Company and its affiliated entities and
delivered their report with respect to the audited combined financial
statements and schedules included in the Registration Statement and
the
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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Prospectus, are independent public accountants as required by the Act
and the Rules and Regulations of the Commission thereunder;
(o) The historical information underlying the estimates
of the reserves of the Company supplied by the Company to Xxxxx Xxxxx
Company, independent petroleum engineers, and Xxxxxxxxx, Xxxxxx &
Xxxxx, Inc. (collectively, the "Petroleum Engineers"), for the
purposes of preparing the reserve reports of the Company referenced in
the Prospectus (the "Reserve Reports"), including, without limitation,
production volumes, sales prices for production, contractual pricing
provisions under oil or gas sales or marketing contracts or under
hedging arrangements, costs of operations and development, and working
interest and net revenue information relating to the Company's
ownership interests in properties, was true and correct in all
material respects on the date of such Reserve Reports; the estimates
of future capital expenditures and other future exploration and
development costs supplied to the Petroleum Engineers were prepared in
good faith and with a reasonable basis; the information provided by
the Petroleum Engineers for purposes of preparing the Reserve Reports
was prepared in accordance with customary industry practices; to the
best of the Company's knowledge, the Petroleum Engineers were, as of
the date of the Reserve Reports prepared by them, and are, as of the
date hereof, independent petroleum engineers with respect to the
Company; other than normal production of reserves and intervening spot
market product price fluctuations, and except as disclosed in the
Registration Statement and the Prospectus, the Company is not aware of
any facts or circumstances that would result in a materially adverse
change in the reserves in the aggregate, or the aggregate present
value of future net cash flows therefrom, as described in the
Prospectus and as reflected in the Reserve Reports; estimates of such
reserves and the present value of the future net cash flows therefrom
as described in the Prospectus and reflected in the Reserve Reports
comply in all material respects to the applicable requirements of the
Rules and Regulations;
(p) The Combination Transactions (as defined in the
Prospectus) have been carried out in compliance with all federal and
state securities laws, and each contract, agreement or arrangement to
effect the Combination Transactions to which the Company or subsidiary
is a party or by which it is bound, or to which any of the property or
assets of the Company or any subsidiary is subject has been duly and
validly authorized, executed and delivered by the Company or such
subsidiary, as applicable, and neither the Company nor any subsidiary
is in breach or default of any obligation, agreement, covenant or
condition contained in any such contract, agreement or arrangement;
(q) Except as described or reflected in the financial
statements set forth in the Prospectus, as of the last balance sheet
reflected in the Prospectus, (1) all royalties, rentals, deposits and
other amounts due on the oil and gas properties of the Company and its
subsidiaries have been properly and timely paid, and no proceeds from
the sale or production attributable to the oil and gas properties of
the Company and its subsidiaries are currently being held in suspense
by any purchaser thereof, except where such amounts due would not,
singly or in the aggregate, have a Material Adverse Effect, and (2)
there are no claims under take-or-pay contracts pursuant to which
natural gas purchasers have any make-up rights
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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affecting the interest of the Company or any of its subsidiaries in
their oil and gas properties, except where such claims would not,
singly or in the aggregate, have a Material Adverse Effect;
(r) Except as described or reflected in the financial
statements set forth in the Prospectus, as of the date hereof, the net
aggregate undiscounted monetary liability of the Company or any of its
subsidiaries for petroleum taken or received under any operating or
gas balancing and storage agreement relating to its oil and gas
properties that permits any person to receive any portion of the
interest of the Company or any of its subsidiaries in any petroleum or
to receive cash or other payments to balance any disproportionate
allocation of petroleum would not, singly or in the aggregate, have a
Material Adverse Effect;
(s) No relationship, direct or indirect, exists between
or among the Company or any of its subsidiaries on the one hand, and
the directors, officers, stockholders, customers or suppliers of the
Company or any of its subsidiaries on the other hand, which is
required by the Act to be described in the Registration Statement and
the Prospectus which is not so described;
(t) The Company (A) is in compliance with any and all
applicable federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or
hazardous or toxic substances or waste, pollutants or contaminants
("Environmental Laws"), (B) has received all permits, licenses or
other approvals required of it under applicable Environmental Laws to
conduct its business and (C) is in compliance with all terms and
conditions of any such permit, license or approval, except for such
noncompliance with Environmental Laws, failure to receive required
permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals that would
not, singularly or in the aggregate, have a Material Adverse Effect.
There has been no storage, disposal, generation, transportation,
handling or treatment of hazardous substances or solid wastes by the
Company (or to the knowledge of the Company, any of its predecessors
in interest) at, upon or from any of the property now or previously
owned or leased by the Company in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or
which would require remedial action by the Company under any
applicable law, ordinance, rule, regulation, order, judgment, decree
or permit, except for any violation or remedial action which would not
result in, or which would not be reasonably likely to result in,
singularly or in the aggregate with all such violations and remedial
actions, a Material Adverse Effect; there has been no spill,
discharge, leak, emission, injection, escape, dumping or release of
any kind onto such property or into the environment surrounding such
property of any solid wastes or hazardous substances due to or caused
by the Company, except for any such spill, discharge, leak, emission,
injection, escape, dumping or release which would not result in or
would not be reasonably likely to result in, singularly or in the
aggregate with all such spills, discharges, leaks, emissions,
injections, escapes, dumpings and releases, a Material Adverse Effect;
and the terms "hazardous substances" and "solid wastes" shall have the
meanings specified in any
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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applicable local, state and federal laws or regulations with respect
to environmental protection;
(u) The combined financial statements and schedules of
the Company and its affiliated entities included in the Registration
Statement and the Prospectus present fairly in all material respects
the financial condition, the results of operations and the cash flows
of the Company and its subsidiaries as of the dates and for the
periods therein specified in conformity with generally accepted
accounting principles consistently applied throughout the periods
involved, except as otherwise stated therein; and the other financial
and statistical information and data set forth in the Registration
Statement and the Prospectus is accurately presented in all material
respects and, to the extent such information and data is derived from
the financial statements and books and records of the Company and its
subsidiaries, is prepared on a basis consistent with such financial
statements and the books and records of the Company and its
subsidiaries; no other financial statements or schedules are required
under the Act or the Exchange Act to be included in the Registration
Statement and the Prospectus;
(v) There are no statutes or governmental regulations, or
any contracts or other documents that are required to be described in
or filed as exhibits to the Registration Statement which are not
described therein or filed as exhibits thereto; and all such contracts
described in or required to be filed as exhibits to the Registration
Statement to which the Company or any subsidiary is a party have been
duly authorized, executed and delivered by the Company or such
subsidiary, constitute valid and binding agreements of the Company or
such subsidiary and are enforceable against the Company or such
subsidiary in accordance with the terms thereof, except insofar as the
enforcement may be limited by (i) any bankruptcy, reorganization,
insolvency, fraudulent conveyance or transfer, moratorium or similar
laws affecting the enforcement of creditors' rights generally, and
(ii) general principals of equity and public policy (regardless of
whether such is considered at law or in equity);
(w) Neither the Company nor any of its subsidiaries are
in violation of any term or provision of its Articles of Incorporation
or Bylaws (or similar corporate constituent documents), in each case
as amended to the date hereof; nor are the Company or any of its
subsidiaries in violation of any law, ordinance, administrative or
governmental rule or regulation applicable to the Company or any of
its subsidiaries, or of any decree of any court or governmental agency
or body having jurisdiction over the Company or any of its
subsidiaries where such violation would have a Material Adverse
Effect;
(x) No default exists, and no event has occurred which
with notice or lapse of time, or both, would constitute a default in
the due performance and observance of any term, covenant or condition
of any indenture, mortgage, deed of trust, bank loan or credit
agreement, lease or other agreement or instrument to which the Company
or any of its subsidiaries is a party or by which any of them or their
respective properties is bound or may be affected where such default
would have a Material Adverse Effect;
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(y) The Company and its subsidiaries have timely filed
all necessary tax returns and notices and have paid all federal,
state, county, local and foreign taxes of any nature whatsoever for
all tax years through December 31, 1996, to the extent such taxes have
become due, except where the failure to so file or pay would not have
a Material Adverse Effect. The Company has no knowledge, or any
reasonable grounds to know, of any tax deficiencies which would have a
Material Adverse Effect; the Company and its subsidiaries have paid
all taxes which have become due, except where the failure to so pay
would not have a Material Adverse Effect, whether pursuant to any
assessments, or otherwise, and there is no further liability (whether
or not disclosed on such returns) or assessments for any such taxes,
and no interest or penalties accrued or accruing with respect thereto,
except for such taxes as are being contested in good faith and as may
be set forth or adequately reserved for in the financial statements
included in the Registration Statement; the amounts currently set up
as provisions for taxes or otherwise by the Company and its
subsidiaries on their books and records are sufficient for the payment
of all their unpaid federal, foreign, state, county and local taxes
accrued through the dates as of which they speak, and for which the
Company and its subsidiaries may be liable in their own right, or as a
transferee of the assets of, or as successor to any other corporation,
association, partnership, joint venture or other entity;
(z) The Company and its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with
management's general or specific authorization; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is
permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences;
(aa) Neither the Company nor any of its subsidiaries is in
violation of any foreign, federal, state or local law or regulation
relating to discrimination in the hiring, promotion or paying of
employees nor any applicable federal or state wages and hours laws,
nor any provisions of the Employee Retirement Income Security Act of
1974, as amended, or the Rules and Regulations promulgated thereunder,
where such violation would have a Material Adverse Effect;
(bb) None of the Company or its subsidiaries, or its
officers, directors, employees or agents has used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity, or made any unlawful payment
of funds of the Company or any subsidiary or received or retained any
funds in violation of any law, rule or regulation;
(cc) The Company is not and, after giving effect to the
offering and sale of the Securities, will not be an "investment
company" or an entity "controlled" by an "investment company," as such
terms are defined in the Investment Company Act of 1940, as amended;
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(dd) Neither the Company nor any of its subsidiaries is
party to any union or collective bargaining agreements, and no labor
disturbance, strike or slowdown exists, or, to the Company's
knowledge, is threatened, by or involving any employees of the Company
or its subsidiaries, in any such case that is or would be reasonably
likely to have a Material Adverse Effect;
(ee) The statements set forth in the Prospectus under the
caption "Description of Capital Stock," insofar as they purport to
constitute a summary of the terms of the Common Stock, are, in all
material respects, accurate and complete;
(ff) The Company and each of its subsidiaries are insured
by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the
businesses in which they are engaged; neither the Company nor any such
subsidiary has been refused any insurance coverage sought or applied
for; and except as described in the Prospectus neither the Company nor
any such subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a
Material Adverse Effect;
(gg) There are no holders of securities of the Company,
who, by reason of the filing of the Registration Statement, have the
right (and have not waived such right) to require the Company to
include in the Registration Statement securities held by them; and
(hh) The Company has not distributed and, prior to the
later of (i) any Option Securities Delivery Date (as defined in
Section 4) and (ii) the completion of the distribution of the
Securities, will not distribute any offering material in connection
with the offering and sale of the Securities other than the
Registration Statement or any amendment thereto, any Preliminary
Prospectus or the Prospectus or any amendment or supplement thereto,
or other materials, if any, permitted by the Act.
2. Subject to the terms and conditions herein set forth, the
Company agrees to issue and sell, to the several Underwriters an aggregate of
2,500,000 Firm Securities and each of the Underwriters agrees to purchase from
the Company, at a purchase price of $_____ per share, the respective aggregate
number of Firm Securities determined in the manner set forth below. The
obligation of each Underwriter to the Company shall be to purchase that portion
of the number of shares of Common Stock to be sold by the Company pursuant to
this Agreement as the number of Firm Securities set forth opposite the name of
such Underwriter on Schedule I bears to the total number of Firm Securities to
be purchased by the Underwriters pursuant to this Agreement, in each case
adjusted by you such that no Underwriter shall be obligated to purchase Firm
Securities other than in 100 share amounts. In making this Agreement, each
Underwriter is contracting severally and not jointly.
In addition, subject to the terms and conditions herein set forth, the
Company agree to issue and sell to the Underwriters, as required (for the sole
purpose of covering over-allotments in the sale
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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of the Firm Securities), up to 375,000 Option Securities at the purchase price
per share of the Firm Securities being sold by the Company and as stated in the
preceding paragraph. The right to purchase the Option Securities may be
exercised by your giving 48 hours' prior written or telephonic notice
(subsequently confirmed in writing) to the Company of your determination to
purchase all or a portion of the Option Securities. Such notice may be given at
any time within a period of 30 days following the date of this Agreement.
Option Securities shall be purchased severally for the account of each
Underwriter in proportion to the number of Firm Securities set forth opposite
the name of such Underwriter in Schedule I hereto. No Option Securities shall
be delivered to or for the accounts of the Underwriters unless the Firm
Securities shall be simultaneously delivered or shall theretofore have been
delivered as herein provided. The respective purchase obligations of each
Underwriter shall be adjusted by you so that no Underwriter shall be obligated
to purchase Option Securities other than in 100 share amounts. The
Underwriters may cancel any purchase of Option Securities at any time prior to
the Option Securities Delivery Date by giving written notice of such
cancellation to the Company.
3. Upon the authorization by you to release the Firm Securities,
the several Underwriters propose to offer the Firm Securities for sale upon the
terms and conditions set forth in the Prospectus.
4. Certificates in definitive form for the Firm Securities to be
purchased by each Underwriter hereunder shall be delivered by or on behalf of
the Company to you for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by wire transfer,
payable in same-day funds to the order of the Company for the purchase price of
the Firm Securities being sold by the Company at the office of Xxxxxxxx & Co.
Inc., Equitable Center, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 9:30 a.m.,
New York City time, on _____________, 1997, or at such other time, date and
place as you and the Company may agree upon in writing, such time and date
being herein called the "Time of Delivery."
Certificates in definitive form for the Option Securities to be
purchased by each Underwriter hereunder shall be delivered by or on behalf of
the Company to you for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price thereof by wire transfer,
payable in same-day funds, to the order of the Company, for the purchase price
of the Option Securities, in New York, New York, at such time and on such date
(not earlier than the Time of Delivery nor later than ten business days after
giving of the notice delivered by you to the Company with reference thereto)
and in such denominations and registered in such names as shall be specified in
the notice delivered by you to the Company with respect to the purchase of such
Option Securities. The date and time of such delivery and payment are herein
sometimes referred to as the "Option Securities Delivery Date." The
obligations of the Underwriters shall be subject, in their discretion, to the
condition that there shall be delivered to the Underwriters on the Option
Securities Delivery Date opinions and certificates, dated such Option
Securities Delivery Date, referring to the Option Securities, instead of the
Firm Securities, but otherwise to the same effect as those required to be
delivered at the Time of Delivery pursuant to Sections 7(d), 7(e), 7(f), 7(g),
7(h) and 7(j).
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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Certificates for the Firm Securities and the Option Securities so to
be delivered will be in good delivery form, and in such denominations and
registered in such names as you may request not less than 48 hours prior to the
Time of Delivery and the Option Securities Delivery Date, respectively. Such
certificates will be made available for checking and packaging in New York, New
York, at least 24 hours prior to the Time of Delivery and the Option Securities
Delivery Date.
5. The Company covenants and agrees with each of the
Underwriters:
(a) To prepare the Prospectus in a form reasonably
approved by you and to file such Prospectus pursuant to Rule 424(b)
under the Act not later than the Commission's close of business on the
second business day following the execution and delivery of this
Agreement, or, if applicable, such earlier time as may be required by
Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus which shall be
reasonably disapproved by you promptly after reasonable notice
thereof; to advise you, promptly after it receives notice thereof, of
the time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Prospectus or any
amended Prospectus has been filed and to furnish you with copies
thereof; to advise you, promptly after it receives notice thereof, of
the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or
prospectus, of the suspension of the qualification of the Shares for
offering or sale in any jurisdiction, of the initiation or threatening
of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration
Statement or Prospectus or for additional information; and, in the
event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or the Prospectus or
suspending any such qualification, promptly to use its best efforts to
obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you
may reasonably request to qualify the Securities for offering and sale
under the securities laws of such jurisdictions as you may request and
to comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary
to complete the distribution, provided that in connection therewith
the Company shall not be required to qualify as a foreign corporation,
to file a general consent to service of process in any jurisdiction,
to subject itself to taxation as a result of doing business in any
jurisdiction where it is not now so subject to taxation or to qualify
as a dealer in securities in any jurisdiction;
(c) To furnish each of the Representatives and counsel
for the Underwriters, without charge, signed copies of the
registration statement originally filed with respect to the Securities
and each amendment thereto (in each case including all exhibits
thereto) and to each other Underwriter, without charge, a conformed
copy of such registration statement and each amendment thereto (in
each case without exhibits thereto), prior to 10:00 a.m., New York
City time, on the business day next succeeding the date of this
Agreement and from time to time, to furnish the Underwriters with
copies of the Prospectus in New York City in such quantities as you
may reasonably request, and, if the delivery of a prospectus is
required
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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at any time prior to the expiration of nine months after the time of
issue of the Prospectus in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary during such period to amend or supplement the
Prospectus in order to comply with the Act to notify you and upon your
request to prepare and furnish without charge to each Underwriter and
to any dealer in securities as many copies as you may from time to
time reasonably request of an amended Prospectus or a supplement to
the Prospectus which will correct such statement or omission or effect
such compliance, and in case any Underwriter is required to deliver a
prospectus in connection with sales of any of the Securities at any
time nine months or more after the time of issue of the Prospectus,
upon your request but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many copies as you may request of
an amended or supplemented Prospectus complying with Section 10(a)(3)
of the Act;
(d) To make generally available to its stockholders as
soon as practicable, but in any event not later than 45 days after the
close of the period covered thereby, an earnings statement in form
complying with the provisions of Section 11(a) of the Act or Rule 158
thereunder covering a period of 12 consecutive months beginning not
later than the first day of the Company's fiscal quarter next
following the Effective Date;
(e) To file promptly all documents required to be filed
with the Commission pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the Effective Date and during any period when the
Prospectus is required to be delivered;
(f) For a period of five years from the Effective Date,
to furnish to its stockholders after the end of each fiscal year an
annual report meeting the requirements of the Exchange Act (including
a consolidated balance sheet and statements of income, cash flow and
stockholders' equity of the Company and its subsidiaries certified by
independent public accountants);
(g) During a period of five years from the Effective
Date, to furnish to you copies of all reports or other communications
(financial or other) furnished to its stockholders, and deliver to you
(i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national
securities exchange on which any class of securities of the Company is
listed; and (ii) such additional information concerning the business
and financial condition of the Company as you may from time to time
reasonably request in connection with your obligations hereunder;
(h) To apply the net proceeds from the sale of the
Securities in the manner set forth in the Prospectus under the caption
"Use of Proceeds";
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(i) That it will not, and will cause its Subsidiaries,
officers, directors, employees, agents and affiliates not to, take,
directly or indirectly, any action designed to cause or result in, or
that might reasonably be expected to cause or result in stabilization
or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities;
(j) That it will not, and will use its best efforts to
cause each of its executive officers and directors and each of its
current shareholders to enter into agreements with the Representatives
in the form set forth in Exhibit A to the effect that they will not,
during the period of 180 days after the date hereof (other than
pursuant to this Agreement), sell, offer or agree to sell or otherwise
dispose of any capital stock of the Company (or securities convertible
into, or exchangeable for, capital stock of the Company), directly or
indirectly, without the prior written consent of Xxxxxxxx & Co. Inc.,
provided that the foregoing restrictions shall not apply to stock
issued or granted pursuant to the Company's stock options outstanding
on the date hereof, the Company's incentive plans described in the
Prospectus, acquisitions in which the shares issued remain subject to
a lock-up agreement, the Combination Transactions, intrafamily
transfers or transfers for estate planning purposes;
(k) That it has caused the Securities to be included on
the Nasdaq National Market as of the Effective Date; and
(l) To file with the Commission such reports on Form SR
as may be required pursuant to Rule 463 under the Act.
6. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid: (i) the fees, disbursements and
expenses of counsel and accountants for the Company, and all other expenses, in
connection with the preparation, printing and filing of the Registration
Statement and the Prospectus and amendments and supplements thereto and the
furnishing of copies thereof, including charges for mailing, air freight and
delivery and counting and packaging thereof and of any Preliminary Prospectus
and related offering documents to the Underwriters and dealers; (ii) the cost
of copying and distributing this Agreement, the Agreement Among Underwriters,
the Selling Agreement, communications with the Underwriters and selling group
and the Preliminary and Supplemental Blue Sky Memoranda and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under securities laws as provided in Section 5(b) hereof,
including filing and registration fees and the fees, reasonable disbursements
and expenses for counsel for the Underwriters in connection with such
qualification and in connection with Blue Sky surveys or similar advice with
respect to sales; (iv) the filing fees incident to securing any required review
by the NASD of the terms of the sale of the Securities; (v) all fees and
expenses in connection with inclusion of the Securities on the Nasdaq National
Market; and (vi) all other costs and expenses incident to the performance of
its obligations hereunder which are not otherwise specifically provided for in
this Section 6, including the fees of the Company's Transfer Agent and
Registrar, the cost of any stock issue or transfer taxes on the sale of the
Securities to the Underwriters, the cost of the Company's personnel and other
internal costs, the cost of printing and engraving the certificates
representing the Securities and all expenses and taxes incident to the
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-14-
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sale and delivery of the Securities to be sold by the Company to the
Underwriters hereunder. It is understood, however, that, except as provided in
this Section 6, Section 8 and Section 11 hereof, the Underwriters will pay all
their own costs and expenses, including the fees of their counsel, stock
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.
7. The obligations of the Underwriters hereunder shall be
subject, in their discretion, to the condition that all representations and
warranties and other statements of the Company herein are, at and as of the
Time of Delivery, true and correct, the condition that the Company shall have
performed all its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Registration Statement shall have become
effective, and you shall have received notice thereof not later than
10:00 p.m., New York City time, on the date of execution of this
Agreement, or at such other time as you and the Company may agree; if
required, the Prospectus shall have been filed with the Commission in
the manner and within the time period required by Rule 424(b); no stop
order suspending the effectiveness of the Registration Statement shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to your reasonable satisfaction;
(b) All corporate proceedings and related legal and other
matters in connection with the organization of the Company and the
registration, authorization, issue, sale and delivery of the
Securities shall have been reasonably satisfactory to Xxxxxx & Xxxxxx
L.L.P., counsel to the Underwriters, and Xxxxxx & Xxxxxx L.L.P. shall
have been timely furnished with such papers and information as they
may reasonably have requested to enable them to pass upon the matters
referred to in this subsection;
(c) You shall not have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement
thereto, contains an untrue statement of fact or omits to state a fact
which in your judgment is in either case material and in the case of
an omission is required to be stated therein or is necessary to make
the statements therein, in light of the circumstances under which they
were made, not misleading;
(d) Xxxxx & Xxxxx, L.L.P. ("Xxxxx & Xxxxx"), counsel to
the Company, shall have furnished to you their written opinion, dated
the Time of Delivery, in form and substance satisfactory to you, to
the effect that:
(i) The Company is a corporation duly
incorporated and is validly existing in good standing under
the laws of the state of Texas; and the Company has all
necessary corporate power to own, lease and operate its
properties and conduct its business as described in the
Prospectus;
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(ii) The authorized capital stock of the Company
conforms in all material respects as to legal matters to the
description thereof contained in the Prospectus under the
caption "Description of Capital Stock";
(iii) All shares of capital stock of the Company
outstanding prior to the issuance of the Securities to be
issued and sold by the Company hereunder have been duly
authorized and validly issued, are fully paid and
nonassessable and have not been issued in violation of or
subject to any preemptive rights arising under the Company's
Articles of Incorporation or Bylaws or under the Texas
Business Corporations Act or, to the knowledge of such
counsel, similar rights that entitle or will entitle any
person to acquire any Securities upon issuance of such shares
of capital stock by the Company;
(iv) All offers and sales of the Company's capital
stock prior to the date hereof were made in compliance with or
were the subject of an available exemption from the
registration provisions of the Act and the registration
provisions of the State of Texas and all other applicable
federal laws or regulations or any actions under the Act or
any federal laws or regulations or laws or regulations of the
State of Texas in respect of any such offers or sales are
effectively barred by effective waivers or statutes of
limitation;
(v) The Securities to be issued and sold to the
Underwriters by the Company hereunder have been duly
authorized by all necessary corporate action on the part of
the Company and, when issued and delivered to the Underwriters
against payment therefor in accordance with the terms hereof,
will be validly issued, fully paid and nonassessable and will
not have been issued in violation of or subject to any
preemptive rights arising under the Company's Articles of
Incorporation or Bylaws or under the Texas Business
Corporations Act or, to the knowledge of such counsel, similar
rights that entitle or will entitle any person to acquire any
Securities upon the issuance of such shares of capital stock
by the Company;
(vi) The form of certificates for the Securities
conforms to the requirements of the applicable corporate laws
of the State of Texas;
(vii) The Company has all requisite corporate power
and authority to enter into this Agreement and to issue, sell
and deliver the Securities to be sold by it to the
Underwriters as provided herein, and this Agreement has been
duly authorized, executed and delivered by the Company and is
a valid, legal and binding agreement of the Company
enforceable against the Company in accordance with its terms,
except insofar as the enforcement may be limited by (i) any
bankruptcy, reorganization, insolvency, fraudulent conveyance
or transfer, moratorium or similar laws affecting the
enforcement of creditors' rights generally, and (ii) general
principals of equity and public policy (regardless of whether
such is considered at law or in equity);
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(viii) Neither the offer, sale or delivery of the
Securities, the execution, delivery or performance of this
Agreement, compliance by the Company with all provisions
hereof nor consummation by the Company of the transactions
contemplated hereby (A) conflicts or will conflict with or
constitutes or will constitute a breach of, or a default
under, the certificate or articles of incorporation or bylaws,
or other organizational documents, of the Company or any
agreement, indenture, lease or other instrument to which the
Company is a party or by which it or any of its properties is
bound that is made an exhibit to the Registration Statement,
or results or will result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of the
Company pursuant to the terms of any such agreement,
indenture, lease or other instrument or (B) to the knowledge
of such counsel, will result in any violation of any existing
law, regulation, ruling (assuming compliance with all
applicable state securities and Blue Sky laws), judgment,
injunction, order or decree, applicable to the Company, the
subsidiaries or any of their respective properties; provided,
however, that such counsel need express no opinion with
respect to compliance with any federal or state securities or
antifraud law, rule or regulation except as otherwise
specifically stated in the opinion of such counsel;
(ix) No consent, approval, authorization, order,
registration or qualification of or with any court or any
regulatory authority or other governmental body is required
for the issue and sale of the Securities or the consummation
of the other transactions contemplated by this Agreement,
except such as have been obtained under the Act and the
Exchange Act, the clearance of the offering of the Securities
with the NASD and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
or foreign securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the
Underwriters;
(x) The Registration Statement and the Prospectus
and any supplements or amendments thereto (except for the
financial statements and the schedules (including the notes
thereto and the auditors' report thereon) included therein,
the summary reserve reports of Xxxxx Xxxxx Company and
Xxxxxxxxx, Xxxxxx & Xxxxx, Inc., the other financial, reserve
and statistical information included therein, and the exhibits
thereto, as to which such counsel need not express any
opinion) comply as to form in all material respects with the
requirements of the Act;
(xi) To the knowledge of such counsel, (A) other
than as described or contemplated in the Registration
Statement or the Prospectus (or any amendment or supplement
thereto), there are no legal or governmental proceedings
pending or threatened against the Company, or to which the
Company, or any of its property, is subject, that are required
to be described in the Registration Statement or Prospectus
(or any amendment or supplement thereto) that are not
described as required therein and (B) there are no agreements,
contracts, indentures or other instruments that are
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration
Statement that are not described or filed as required, as the
case may be;
(xii) Such counsel has reviewed all agreements,
contracts, indentures, leases or other documents or
instruments described in the Registration Statement and the
Prospectus under the captions "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Financing Arrangements," "Management," "Certain Transactions"
and "Shares Eligible for Future Sale -- Registration Rights of
Current Shareholders" and such agreements, contracts,
indentures, leases or other documents or instruments are
fairly summarized or described therein in all material
respects, and filed as exhibits to the Registration Statement
as required;
(xiii) Such counsel has no reason to believe that
the descriptions in the Prospectus under the caption "Business
-- Regulation" of statutes, regulations or legal or
governmental proceedings are other than accurate or fail to
present fairly the information required to be shown in all
material respects;
(xiv) The Company is not an "investment company" or
a company "controlled" by an "investment company" as such
terms are defined in the Investment Company Act of 1940, as
amended;
(xv) To the knowledge of such counsel, no holders
of securities of the Company have rights to the registration
thereof under the Registration Statement or, if any such
holders have such rights, such holders have waived such
rights; and
(xvi) The Registration Statement has become
effective under the Act, the Prospectus has been filed in
accordance with Rule 424(b) of the Rules and Regulations of
the Commission under the Act, including the applicable time
periods set forth therein, or such filing is not required and,
to the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or
are pending or threatened under the Act.
In rendering their opinions set forth in Section 7(d) above,
such counsel may rely, to the extent deemed advisable by such counsel,
(a) as to factual matters, upon certificates of public officials and
officers of the Company, and (b) as to the opinion set forth in
paragraph (xvi) above, upon oral statements of and written
correspondence from the Securities and Exchange Commission.
In addition to the opinions set forth above, such counsel
shall state the following: Such counsel has participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants of the Company
and your
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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representatives at which the contents of the Registration Statement
and the Prospectus and related matters were discussed. Although such
counsel is not passing upon, and does not assume any responsibility
for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement and the Prospectus, such
counsel advises you that, on the basis of the foregoing (relying as to
materiality to a large extent upon officers and other representatives
of the Company and your representatives), no facts have come to the
attention of such counsel which lead such counsel to believe that the
Registration Statement (other than (i) the financial statements and
schedules (including the notes thereto and the auditors' reports
thereon) included therein, (ii) the summary reserve reports of Xxxxx
Xxxxx Company and Xxxxxxxxx, Xxxxxx & Xxxxx, Inc. included therein,
(iii) the other financial, reserve and statistical information
included therein and (iv) the exhibits thereto, as to which such
counsel has not been asked to comment), as of the time it became
effective, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus (other than (i) the financial statements (including the
notes thereto and the auditors' report thereon) including therein,
(ii) the summary reserve reports of Xxxxx Xxxxx Company and Xxxxxxxxx,
Xxxxxx & Xxxxx, Inc. included therein and (iii) the other financial,
reserve and statistical information included therein, as to which such
counsel has not been asked to comment), as of the issue date thereof,
contained any untrue statement of a material fact or omitted or omits
to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(e) The Petroleum Engineers shall have delivered to you
on the date of this Agreement letters (the "Reserve Letters") and also
on the Closing Date letters dated the Closing Date, in each case in
form and substance reasonably satisfactory to you and substantially in
the form attached hereto as Annex II, each stating, as of the date of
such letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified
information with respect to the oil and gas reserves is given in the
Prospectus as of the date not more than five days prior to the date of
such letter), the conclusions and findings of such firm with respect
to the oil and gas reserves of the Company;
(f) Xxxxxx & Xxxxxx L.L.P., counsel to the Underwriters,
shall have furnished to you their written opinion or opinions, dated
the Time of Delivery, in form and substance satisfactory to you, with
respect to the incorporation of the Company, the validity of the
Securities, the Registration Statement, the Prospectus and other
related matters as you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably
request to enable them to pass upon such matters;
(g) At the time this Agreement is executed and also at
the Time of Delivery, Xxxxxx Xxxxxxxx LLP shall have furnished to you
a letter or letters, dated the date of this Agreement and the Time of
Delivery, in form and substance satisfactory to you, to the effect,
that:
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(i) They are independent accountants with respect
to the Company and its subsidiaries within the meaning of the
Act and the applicable published Rules and Regulations
thereunder;
(ii) In their opinion the combined financial
statements of the Company and affiliated entities (including
the related schedules and notes) included in the Registration
Statement and Prospectus and covered by their reports included
therein comply as to form in all material respects with the
applicable accounting requirements of the Act and the
published Rules and Regulations thereunder;
(iii) On the basis of specified procedures as of a
specified date not more than five days prior to the date of
their letter (which procedures do not constitute an
examination made in accordance with generally accepted
auditing standards), consisting of a reading of the latest
available unaudited interim combined financial statements of
the Company and affiliated entities, a reading of the latest
available minutes of any meeting of the Board of Directors and
stockholders of the Company and its subsidiaries since the
date of the latest audited financial statements included in
the Prospectus, inquiries of officials of the Company and its
subsidiaries who have responsibility for financial and
accounting matters, and such other procedures or inquiries as
are specified in such letter, nothing came to their attention
that caused them to believe that:
(A) The unaudited combined condensed
financial statements of the Company and affiliated
entities included in the Prospectus do not comply in
form in all material respects with the applicable
accounting requirements of the Act and the Rules and
Regulations promulgated thereunder or are not
presented in conformity with generally accepted
accounting principles applied on a basis
substantially consistent with that of the audited
consolidated financial statements included in the
Registration Statement and the Prospectus;
(B) as of a specified date not more than
five days prior to the date of their letter, there
was any change in the capital stock, or the long-term
debt or subordinated debt of the Company and
affiliated entities on a combined basis, or any
decrease in total assets, total current assets or
stockholders' equity, of the Company and affiliated
entities on a combined basis, each as compared with
the amounts shown on the March 31, 1997 balance sheet
included in the Registration Statement and the
Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses
have occurred or may occur or such other changes,
decreases or increases which are described in their
letter and which do not, in the sole judgment of the
Representatives, make it impractical or inadvisable
to proceed with the purchase and delivery of the
Securities as contemplated by the Registration
Statement; and
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(C) for the period from March 31, 1997
to a specified date not more than five days prior to
the date of such letter, there was any decrease, as
compared with the corresponding period of the
preceding fiscal year, in the following combined
amounts: total revenues, revenues less direct
operating expenses, income (loss) before income
taxes, net income (loss) or net income (loss) per
average common share outstanding, except in all
instances for decreases which the Registration
Statement discloses have occurred or may occur; or
such other decreases which are described in their
letter and which do not, in the sole judgment of the
Representatives, make it impractical or inadvisable
to proceed with the purchase and delivery of the
Securities as contemplated by the Registration
Statement; and
(iv) in addition to the examination referred to in
their reports included in the Registration Statement and the
Prospectus and the limited procedures referred to in clause
(iii) above, they have carried out certain specified
procedures, not constituting an audit, with respect to certain
amounts, percentages and financial information specified by
the Representatives, which are derived from the general
accounting records of the Company and its subsidiaries which
appear in the Prospectus, or in Part II of, or in exhibits and
schedules to, the Registration Statement, and have compared
such amounts and financial information with the accounting
records of the Company and its subsidiaries, and have found
them to be in agreement and have proved the mathematical
accuracy of certain specified percentages;
(h) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited financial
statements included in the Prospectus, any loss or interference with
its business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or
governmental action, order or decree; and since the respective dates
as of which information is given in the Prospectus, there shall not
have been any change in the capital stock or short-term debt or
long-term debt of the Company or any of its subsidiaries nor any
change or any development involving a prospective change, in or
affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the
Prospectus, the effect of which, in any such case is in your judgment
so material and adverse as to make it impracticable or inadvisable to
proceed with the public offering or the delivery of the Securities on
the terms and in the manner contemplated in the Prospectus;
(i) Between the date hereof and the Time of Delivery
there shall have been no declaration of war by the Government of the
United States; at the Time of Delivery there shall not have occurred
any material adverse change in the financial or securities markets in
the United States or in political, financial or economic conditions in
the United States or any outbreak or material escalation of
hostilities or other calamity or crisis, the effect of which is such
as to make it, in the judgment of the Representatives, impracticable
to market the
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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Securities or to enforce contracts for the resale of Securities and no
event shall have occurred resulting in (i) trading in securities
generally on the New York Stock Exchange or in the Common Stock on
Nasdaq National Market being suspended or limited or minimum or
maximum prices being generally established on such exchange or market,
or (ii) additional material governmental restrictions, not in force on
the date of this Agreement, being imposed upon trading in securities
generally by the New York Stock Exchange or in the Common Stock on the
Nasdaq National Market or by order of the Commission or any court or
other governmental authority, or (iii) a general banking moratorium
being declared by either Federal or New York authorities;
(j) The Company shall have furnished or caused to be
furnished to you at the Time of Delivery certificates signed by the
chief executive officer and the chief financial officer, on behalf of
the Company, satisfactory to you as to such matters as you may
reasonably request and as to (i) the accuracy of the Company's
representations and warranties herein at and as of the Time of
Delivery and (ii) the performance by the Company of all its
obligations hereunder to be performed at or prior to the Time of
Delivery; (iii) the fact that they have carefully examined the
Registration Statement and Prospectus and, (a) as of the Effective
Date, the statements contained in the Registration Statement and the
Prospectus were true and correct and neither the Registration
Statement nor the Prospectus omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading and (b) since the Effective Date, no event has occurred
that is required by the Act or the Rules and Regulations of the
Commission thereunder to be set forth in an amendment of, or a
supplement to, the Prospectus that has not been set forth in such an
amendment or supplement; and (iv) the matters set forth in subsection
(a) of this Section 7;
(k) Each director, officer and current shareholder of the
Company shall have delivered to you an agreement not to sell, offer or
agree to sell or otherwise dispose of any capital stock of the Company
(or securities convertible into, or exchangeable for, capital stock of
the Company), directly or indirectly, for a period of 180 days after
the date hereof (other than pursuant to this Agreement), without the
prior written consent of Xxxxxxxx & Co. Inc., provided that the
foregoing restrictions shall not apply to stock issued or granted
pursuant to the Company's stock incentive plans outstanding on the
date hereof; and
(l) The Company shall have delivered to you evidence that
the Securities have been authorized for inclusion on the Nasdaq
National Market as of the Effective Date.
8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or
supplement thereto, or in any Blue Sky application or other document
executed by the Company specifically for that purpose or based upon
written information furnished by the Company
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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filed in any state or other jurisdiction in order to qualify any or
all the Securities under the security laws thereof or filed with the
Commission or any securities association or securities exchange (each,
an "Application"), or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements made therein not misleading, or (ii) any untrue
statement or alleged untrue statement made by the Company in Section 1
of this Agreement, or (iii) the employment by the Company of any
device, scheme or artifice to defraud, or the engaging by the Company
in any act, practice or course of business which operates or would
operate as a fraud or deceit, or any conspiracy with respect thereto,
in which the Company shall participate, in connection with the
issuance and sale of any of the Securities, and will reimburse each
Underwriter for any legal or other expenses reasonably incurred by
such Underwriter in connection with investigating, preparing to
defend, defending or appearing as a third-party witness in connection
with any such action or claim; provided, however, that the Company
shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission
relating to an Underwriter made in any Preliminary Prospectus, the
Registration Statement, the Prospectus or such amendment or supplement
or any Application in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through you
expressly for use therein; provided, however, that with respect to any
untrue statement or omission or alleged untrue statement or omission
made in any Preliminary Prospectus, the indemnification provided for
herein shall not apply to any loss, claim, damage, liability or
expense to the extent that the same results from the fact that a copy
of the Prospectus was not sent or given to a person to whom any
Securities were sold at or prior to the confirmation of the sale of
such Securities and if the untrue statement or omission was corrected
in the Prospectus, provided that the Company has delivered the
Prospectus to the Underwriters on a timely basis in order to permit
the Prospectus to be sent or given.
(b) In addition to any obligations of the Company under
Section 8(a), the Company agrees that it shall perform its
indemnification obligations under Section 8(a) (as modified by the
last paragraph of this Section 8(b)) with respect to counsel fees and
expenses and other expenses reasonably incurred by making payments
within 45 days to the Underwriter in the amount of the statements of
the Underwriter's counsel or other statements which shall be forwarded
by the Underwriter, and that they shall make such payments
notwithstanding the absence of a judicial determination as to the
propriety and enforceability of the obligation to reimburse the
Underwriters for such expenses and the possibility that such payments
might later be held to have been improper by a court and a court
orders return of such payments.
The indemnity agreement in Section 8(a) shall be in addition
to any liability which the Company may otherwise have and shall extend
upon the same terms and conditions to each person, if any, who
controls any Underwriter within the meaning of the Act or the Exchange
Act.
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
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(c) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or any Application, or arise out of
or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement, the Prospectus or such
amendment or supplement or any Application in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter relating to such Underwriter through you expressly for use
therein, and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with
investigating, preparing to defend, defending or appearing as a
third-party witness in connection with any such action or claim.
The indemnity agreement in this Section 8(c) shall be in
addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions,
to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act or the
Exchange Act.
(d) Promptly after receipt by an indemnified party under
Section 8(a) or 8(c) of notice of the commencement of any action
(including any governmental investigation), such indemnified party
shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the delay or
omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party under Section
8(a) or 8(c) except to the extent it was unaware of such action and
has been prejudiced in any material respect by such delay or failure
or from any liability which it may have to any indemnified party
otherwise than under such Section 8(a) or 8(c). In case any such
action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to
the extent that it shall wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal
or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation. If, however, (i) the indemnifying party has authorized
the employment of counsel for the indemnified party at the expense of
the indemnifying party or (ii) an indemnified party shall have
reasonably concluded based on advice from counsel that representation
of such indemnified party and the indemnifying party by the same
counsel would be inappropriate under applicable standards of
professional conduct due to actual or
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-24-
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potential differing interests between them and the indemnified party
so notifies the indemnifying party, then the indemnified party shall
be entitled to employ counsel different from counsel for the
indemnifying party at the expense of the indemnifying party and the
indemnifying party shall not have the right to assume the defense of
such indemnified party. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to
local counsel) for all indemnified parties in connection with any one
action or separate but similar or related actions in the same
jurisdiction arising out of the same set of allegations or
circumstances. The counsel with respect to which fees and expenses
shall be so reimbursed shall be designated in writing by Xxxxxxxx in
the case of parties indemnified pursuant to Section 8(a) and by the
Company in the case of parties indemnified pursuant to Section 8(c).
No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder
by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding. No
indemnifying party shall be liable for the costs and expenses of any
settlement of such proceeding effected by such indemnified party
without the consent of the indemnifying party. Any consent of an
indemnified party under this paragraph may be given on behalf of all
such indemnified parties by Xxxxxxxx in the case of parties
indemnified pursuant to Section 8(a) and by the Company in the case of
parties indemnified pursuant to Section 8(c).
(e) In order to provide for just and equitable
contribution under the Act in any case in which (i) any Underwriter
(or any person who controls any Underwriter within the meaning of the
Act or the Exchange Act) makes claim for indemnification pursuant to
Section 8(a) hereof, but is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of
appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that Section 8(a) provides for
indemnification in such case or (ii) contribution under the Act may be
required on the part of any Underwriter or any such controlling person
in circumstances for which indemnification is provided under Section
8(c), then, and in each such case, each indemnifying party shall
contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject as an indemnifying party hereunder (after
contribution from others) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and the Underwriters on the other from the offering of the Securities.
If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law required, then each
indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-25-
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equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the
offering of the Securities purchased under this Agreement (before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters
with respect to the Securities purchased under this Agreement, in each
case as set forth in the table on the cover page of the Prospectus.
The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this
Section 8(e) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the
equitable considerations referred to above in this Section 8(e). The
amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this Section 8(e) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 8(e), no
Underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
a fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this Section 8(e) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(f) Promptly after receipt by any party to this Agreement
of notice of the commencement of any action, suit or proceeding, such
party will, if a claim for contribution in respect thereof is to be
made against another party (the "contributing party"), notify the
contributing party of the commencement thereof; but the delay or
omission so to notify the contributing party will not relieve it from
any liability which it may have to any other party for contribution
under the Act except to the extent it was unaware of such action and
has been prejudiced in any material respect by such delay or failure
or from any liability which it may have to any other party other than
for contribution under the Act. In case any such action, suit or
proceeding is brought against any party, and such party notifies a
contributing party of the commencement thereof, the contributing party
will be entitled to participate therein with the notifying party and
any other contributing party similarly notified.
9. (a) If any Underwriter shall default in its obligation to
purchase the Firm Securities which it has agreed to purchase
hereunder, you may in your discretion arrange for you or another party
or other parties to purchase such Firm Securities on the terms
contained
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-26-
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herein. If the aggregate number of Firm Securities as to which
Underwriters default is more than one-eleventh of the aggregate number
of all the Firm Securities and within 36 hours after such default by
any Underwriter you do not arrange for the purchase of such Firm
Securities, then the Company shall be entitled to a further period of
36 hours within which to procure another party or other parties
satisfactory to you to purchase such Firm Securities on such terms.
In the event that, within the respective prescribed periods, you
notify the Company that you have so arranged for the purchase of such
Firm Securities, or the Company notifies you that it has so arranged
for the purchase of such Firm Securities, you or the Company shall
have the right to postpone the Time of Delivery for a period of not
more than seven days, in order to effect whatever changes may thereby
be made necessary in the Registration Statement or the Prospectus or
in any other documents or arrangements, and the Company agrees to file
promptly any amendments to the Registration Statement or the
Prospectus which in your opinion may thereby be made necessary. The
term "Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Firm
Securities.
(b) If, after giving effect to any arrangements for the
purchase of the Firm Securities of such defaulting Underwriter or
Underwriters by you or the Company or both as provided in subsection
(a) above, the aggregate number of such Firm Securities which remain
unpurchased does not exceed one-eleventh of the aggregate number of
all the Firm Securities, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the number of the
Firm Securities which such Underwriter agreed to purchase hereunder
and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Firm Securities
which such Underwriter agreed to purchase hereunder) of the Firm
Securities of such defaulting Underwriter or Underwriters for which
such arrangements have not been made; but nothing shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Firm Securities of a defaulting Underwriter or
Underwriters by you or the Company as provided in subsection (a)
above, the aggregate number of such Firm Securities which remain
unpurchased exceeds one-eleventh of the aggregate number of all the
Firm Securities, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting
Underwriters to purchase Firm Securities of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate without
liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity
agreement in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect,
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-27-
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regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of any Underwriter or any controlling person of any
Underwriter, or the Company, or an officer or director or controlling person of
the Company, and shall survive delivery of and payment for the Securities.
11. This Agreement shall become effective (a) if the Registration
Statement has not heretofore become effective, at the earlier of 12:00 Noon,
New York City time, on the first full business day after the Registration
Statement becomes effective, or at such time after the Registration Statement
becomes effective as you may authorize the sale of the Securities to the public
by Underwriters or other securities dealers, or (b) if the Registration
Statement has heretofore become effective, at the earlier of 24 hours after the
filing of the Prospectus with the Commission or at such time as you may
authorize the sale of the Securities to the public by Underwriters or
securities dealers, unless, prior to any such time you shall have received
notice from the Company that it elects that this Agreement shall not become
effective, or you, or through you such of the Underwriters as have agreed to
purchase in the aggregate fifty percent or more of the Firm Securities
hereunder, shall have given notice to the Company that you or such Underwriters
elect that this Agreement shall not become effective; provided, however, that
the provisions of this Section and Section 6 and Section 8 hereof shall at all
times be effective.
If this Agreement shall be terminated pursuant to Section 9 hereof, or
if this Agreement, by election of you or the Underwriters, shall not become
effective pursuant to the provisions of this Section, the Company shall not
then be under any liability to any Underwriter except as provided in Section 6
and Section 8 hereof, but if this Agreement becomes effective and is not so
terminated but the Securities are not delivered by or on behalf of the Company
as provided herein because the Company has been unable for any reason beyond
its control and not due to any default by it to comply with the terms and
conditions hereof (other than the nonsatisfaction of the condition specified in
Section 7(i) hereof), the Company will reimburse the Underwriters through you
for all out-of-pocket expenses approved in writing by you, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Securities, but the
Company shall then be under no further liability to any Underwriter except as
provided in Section 6 and Section 8 hereof.
12. The statements set forth in the last paragraph on the front
cover page of the Prospectus, the paragraph on the inside front cover of the
Prospectus containing stabilization language and the third, seventh and eighth
paragraphs under the caption "Underwriting" in the Prospectus constitute the
only information furnished by any Underwriter through the Representatives to
the Company for purposes of Sections 1(b), 1(c) and 8 hereof.
13. In all dealings hereunder, you shall act on behalf of each of
the Underwriters, and the parties hereto shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriter made
or given by you jointly or by Xxxxxxxx & Co. Inc., on behalf of you, as the
Representatives.
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-28-
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All statements, requests, notices and agreements hereunder, unless
otherwise specified in this Agreement, shall be in writing and, if to the
Underwriters, shall be delivered or sent by mail, telex or facsimile
transmission (subsequently confirmed by delivery or by letter sent by mail) to
you as the Representatives in care of Xxxxxxxx & Co. Inc., Equitable Center,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate Department;
and if to the Company, shall be delivered or sent by mail, telex or facsimile
transmission (subsequently confirmed by delivery or by letter sent by mail) to
the address of the Company set forth in the Registration Statement, Attention:
X. X. Xxxxxxx XX, President and Chief Executive Officer. Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof.
14. This Agreement shall be binding upon, and inure solely to the
benefit of, the Underwriters, the Company, to the extent provided in Section 8
and Section 10 hereof, the officers and directors of the Company and each
person who controls the Company or any Underwriter, and heir respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser
of any of the Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
15. Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.
16. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF.
17. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
[Signature page to follow]
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-29-
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If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof shall constitute a binding agreement among each of the Underwriters and
the Company. It is understood that your acceptance of this letter on behalf of
each of the Underwriters is pursuant to the authority set forth in a form of
Agreement Among Underwriters, manually or facsimile executed counterparts of
which, to the extent practicable and upon request, shall be submitted to the
Company for examination, but without warranty on your part as to the authority
of the signers thereof.
Very truly yours,
CARRIZO OIL & GAS, INC.
By:
------------------------------------
Name:
Title:
Accepted as of the date hereof:
XXXXXXXX & CO. INC.
XXXXXXXXX & COMPANY, INC.
as Representatives of the several Underwriters
By: XXXXXXXX & CO. INC.
By:
----------------------------------
Managing Director
CARRIZO OIL & GAS, INC.
UNDERWRITING AGREEMENT
-30-
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SCHEDULE I
Number of
Underwriter Firm Securities
----------- -----------------
Xxxxxxxx & Co. Inc. . . . . . . . . . . . . . . . . . .
Xxxxxxxxx & Company, Inc. . . . . . . . . . . . . . . .
-----------------
Total . . . . . . . . . . . .
=================
