EXHIBIT 10.19
EXECUTION COPY
AMENDMENT NO. 2, dated as of December 5, 2002 (this
"Amendment No. 2" or this "Amendment"), in respect of the
LONG-TERM REVOLVING CREDIT AGREEMENT, dated as of February 25,
1998, as amended and restated as of December 7, 2001 (the
"Credit Agreement"), among BURLINGTON RESOURCES INC., a
Delaware corporation (the "Borrower"), the financial
institutions (the "Lenders") listed on the signature pages
thereof, JPMorgan Chase Bank, as administrative agent (the
"Administrative Agent") and as auction administrative agent,
Citibank, N.A. and Fleet National Bank, as co-syndication
agents, and Bank of America, N.A. and Toronto Dominion
(Texas), Inc., as co-documentation agents.
The Borrower has advised the Administrative Agent and the Lenders that
it desires to amend Sections 1.01, 4.01(a), and 4.01(b) of the Credit Agreement,
and has requested in connection therewith that the Credit Agreement be amended
as set forth in Section 1 below, and the parties hereto are so willing to amend
the Credit Agreement. Each capitalized term used but not defined herein and
defined in the Credit Agreement has the meaning assigned thereto in the Credit
Agreement.
In consideration of the premises and the agreements and provisions
herein contained, the parties hereto hereby agree, on the terms and subject to
the conditions set forth herein, as follows:
SECTION 1. Amendment and Waiver. (a) Upon the effectiveness of
this Amendment No. 2 as provided in Section 3 below, the Credit Agreement shall
be amended as follows:
(i) Section 1.01 of the Credit Agreement shall be amended to change the
definition of "Majority Lenders." The defined term "Majority Lenders"
shall be amended to read in its entirety as follows:
"MAJORITY LENDERS" means i) for purposes of acceleration of
the Advances and other amounts outstanding under Article 6
hereof, Lenders holding at least 51% of the then aggregate
unpaid principal amount of the Advances held by Lenders or
(ii) for all other purposes of this Agreement, Lenders having
at least 51% of the Commitments.
(ii) Section 4.01 (a) of the Credit Agreement shall be amended to read
in its entirety as follows:
The Borrower is a Business Entity duly formed, validly
existing and in good standing under the laws of the State of
Delaware. Each Material Subsidiary is duly organized, validly
existing and in good standing in the jurisdiction of its
formation. The Borrower and each Material Subsidiary possess
all applicable Business Entity powers and all other
authorizations and licenses necessary to engage in its
business and operations as now conducted, the
failure to obtain or maintain which would have a Material
Adverse Effect. Each Subsidiary which is, on and as of the
Effective Date, a Material Subsidiary is listed on Schedule I
hereto.
(iii) Section 4.01 (b) of the Credit Agreement shall be amended to read
in its entirety as follows:
The execution, delivery and performance by the Borrower of
this Agreement and the Notes, if any, are within the
Borrower's applicable Business Entity powers, have been duly
authorized by all necessary applicable Business Entity action,
and do not contravene the Borrower's organizational documents
or law or any contractual restriction binding on or affecting
the Borrower.
(iv) Section 5.01 of the Credit Agreement shall be amended to delete
the word "Corporate" from the title thereof.
(b) The Lenders hereby waive any Default or Event of Default, if
any, arising under Section 4.01(a) or Section 4.01(b) of the Credit Agreement
that may exist or have existed at or prior to the date of effectiveness hereof
and that would not have existed had the amendments effected hereby been
effective at the time the Credit Agreement was originally executed and
delivered.
SECTION 2. Representations and Warranties. The Borrower
represents and warrants as of the effective date of this Amendment to each of
the Lenders that:
(a) Immediately before and immediately after giving
effect to this Amendment, the representations and warranties set forth
in the Credit Agreement are true and correct in all material respects
with the same effect as if made on the effective date hereof, except to
the extent such representations and warranties expressly relate to an
earlier date or period.
(b) Immediately before and immediately after giving
effect to this Amendment, no Event of Default or Default has occurred
and is continuing that would not be cured by effectiveness of this
Amendment No 2.
SECTION 3. Conditions to Effectiveness. This Amendment No. 2 and
the amendment and waiver contained herein shall become effective as of the date
hereof when the Administrative Agent shall have received counterparts of this
Amendment No. 2 that, when taken together, bear the signatures of the Borrower,
the Administrative Agent, and the Majority Lenders.
SECTION 4. Agreement. Except as specifically stated herein, the
provisions of the Credit Agreement are and shall remain in full force and
effect. As used therein, the terms "Credit Agreement", "herein", "hereunder",
"hereinafter", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Credit Agreement as amended hereby.
2
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract.
SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for all out-of-pocket expenses incurred by it in connection
with this Amendment, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore, counsel for the Administrative Agent.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first written above.
BURLINGTON RESOURCES INC.
By: /s/ DANIEL D. HAWK
---------------------------------
Name: Daniel D. Hawk
Title: Vice President & Treasurer
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
JPMORGAN CHASE BANK, individually
and as Administrative Agent and
Auction Administrative Agent
By: /s/ RUSSELL A. JOHNSON
-------------------------------
Name: Russell A. Johnson
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
FLEET NATIONAL BANK, individually
and as Co-Syndication Agent
By: /s/ ALLISON I. ROSSI
--------------------------------
Name: Allison I. Rossi
Title: Director
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
BANK OF AMERICA, N.A., individually
and as Co-Documentation Agent
By: /s/ RICHARD L. STEIN
--------------------------------
Name: Richard L. Stein
Title: Principal
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
THE BANK OF NOVA SCOTIA
By: /s/ N. BELL
-------------------------------
Name: N. Bell
Title: Assistant Agent
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
BNP PARIBAS
By: /s/ BRIAN M. MALONE
--------------------------------
Name: Brian M. Malone
Title: Managing Director
By: /s/ POLLY SCHOTT
--------------------------------
Name: Polly Schott
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
MELLON BANK, N.A.
By: /s/ ROGER E. HOWARD
--------------------------------
Name: Roger E. Howard
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ PAUL MCDONAGH
--------------------------------
Name: Paul McDonagh
Title: Sr. Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ PHILIP TRINDER
--------------------------------
Name: Philip Trinder
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
ABN AMRO BANK
By: /s/ FRANK R. RUSSO, JR.
------------------------------
Name: Frank R. Russo, Jr.
Title: Group Vice President
By: /s/ JEFFERY G. WHITE
------------------------------
Name: Jeffery G. White
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
THE BANK OF NEW YORK
By: /s/ PETER W. KELLER
-------------------------------
Name: Peter W. Keller
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
ROYAL BANK OF CANADA
By: /s/ LORNE GARTNER
--------------------------------
Name: Lorne Gartner
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
WELLS FARGO BANK TEXAS, N.A.
By: /s/ PAUL A. SQUIRES
------------------------------
Name: Paul A. Squires
Title: Vice President
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
BANK ONE, N.A. (MAIN OFFICE,
CHICAGO)
By: /s/ THOMAS E. OKAMOTO
-------------------------------
Name: Thomas E. Okamoto
Title: Associate Director
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
BARCLAYS BANK PLC
By: /s/ NICHOLAS A. BELL
------------------------------
Name: Nicholas A. Bell
Title: Director
Loan Transaction
Management
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
CREDIT SUISSE FIRST BOSTON
By: /s/ JAMES P. MORGAN
--------------------------------
Name: James P. Morgan
Title: Director
By: /s/ IAN W. NALITT
--------------------------------
Name: Ian W. Nalitt
Title: Associate
Signature page to the BURLINGTON
RESOURCES INC. Amendment No. 2 to
Long Term Revolving Credit Agreement
dated as of February 25, 1998 as
amended and restated as of December
7, 2001 and as amended by Amendment
No. 1 dated as of April 25, 2002
THE NORTHERN TRUST COMPANY
By: /s/ ASHISH S. BHAGWAT
-------------------------------
Name: Ashish S. Bhagwat
Title: Vice President