Exhibit 4.21
Execution
Copy
SECOND SUPPLEMENTAL
INDENTURE
among
CARRIZO OIL & GAS,
INC.,
CARRIZO (MARCELLUS)
LLC,
CARRIZO MARCELLUS HOLDING
INC.,
CHAMA PIPELINE HOLDING
LLC,
PECOS PIPELINE
LLC,
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee
May 14, 2009
TABLE OF CONTENTS
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ARTICLE ONE
AGREEMENT TO BE BOUND
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2
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SECTION 101
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Agreement to be
Bound.
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2
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ARTICLE TWO
MISCELLANEOUS PROVISIONS
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3
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SECTION 201
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Integral
Part.
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3
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SECTION 202
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General
Definitions.
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3
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SECTION 203
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Adoption,
Ratification and Confirmation.
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3
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SECTION 204
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Counterparts.
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3
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SECTION 205
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Governing
Law.
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3
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1
CARRIZO OIL & GAS,
INC.
SECOND SUPPLEMENTAL
INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE,
dated as of May 14, 2009 (the “Second Supplemental
Indenture”), among Carrizo (Marcellus) LLC, a Delaware
limited liability company (“Marcellus LLC”), Carrizo
Marcellus Holding Inc., a Delaware corporation (“Marcellus
Holding”), Chama Pipeline Holding LLC, a Delaware limited
liability company (“Chama”), Pecos Pipeline LLC, a
Delaware limited liability company (together with Marcellus LLC,
Marcellus Holding and Chama, the “Potential New
Guarantors”), Carrizo Oil and Gas, Inc., a Texas corporation
(the “Company”), and Wells Fargo Bank, National
Association (the “Trustee”).
W
I T N
E S S E T H
:
WHEREAS, the Company, certain of its
Subsidiaries and the Trustee heretofore executed and delivered an
Indenture, dated as of May 28, 2008 (as amended, supplemented,
waived or otherwise modified, the “Indenture”),
providing for the issuance from time to time of one or more series
of the Company’s Securities;
WHEREAS, Section 9.01(4) of the
Indenture permits the execution of supplemental indentures without
the consent of any Holders to provide any security for, or to add
any guarantees of o
