EXHIBIT 99.8
AMENDMENT TO INDEMNIFICATION AGREEMENT
Carrizo Oil & Gas, Inc., a Texas corporation ("Company") and
________________ previously entered into an Indemnification Agreement dated as
of June 14, 1997 ("Indemnification Agreement"), and by this agreement hereby
amend the Indemnification Agreement effective as of February ___, 2002 as
follows:
Nothing in the Shareholders Agreement dated February ___, 2002
among X.X. Xxxxxxx XX, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. Xxxx, Xx.,
Xxxxxxx X.X. Xxxxxxxx, Xxxxxx Ventures, L.P. ("Mellon") and certain other
investors (the "Shareholders Agreement") or in the transactions contemplated by
the Securities Purchase Agreement dated February ___, 2002 among Xxxxxx X.
Xxxxxxx, Xxxxxx and certain other investors, as it may be amended from time to
time (including the addition of any new parties thereto), shall constitute a
"Change of Control" within the meaning of the definition in the Indemnification
Agreement. Without limiting the generality of the foregoing, no "Change of
Control" shall result from the attribution of beneficial ownership directly or
indirectly through the Shareholders Agreement such that a shareholder is deemed
to beneficially own 40% or more of the shares of the Company's common stock then
outstanding (a "40% Holder"), unless such shareholder would be deemed to be a
40% Holder in the absence of the Shareholders Agreement.
In witness whereof, the parties have caused these presents to
be executed this ___ day of February, 2002, effective as of the day and year
first above written.
CARRIZO OIL & GAS, INC.
By:
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Name: Xxxxx X. Xxxxxx
Title: Vice President, Chief Financial Officer
INDEMNITEE
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Name:
