CONFORMED COPY
SECOND AMENDMENT AND RESTATEMENT
AGREEMENT dated as of March 31, 2000 (this "Second Amendment
and Restatement" or this "Amendment") in respect of the
SHORT-TERM REVOLVING CREDIT AGREEMENT dated as of February 25,
1998, as amended and restated pursuant to the Amendment and
Restatement Agreement dated as of February 23, 1999, and as
further amended as of January 17, 2000 (the "Credit Agreement"),
among BURLINGTON RESOURCES INC., a Delaware corporation (the
"Borrower"), the financial institutions (the "Lenders") listed on
the signature pages thereof, Citibank, N.A., as syndication agent
for the Lenders, Chase Bank of Texas, N.A. ("Chase" and, in its
capacity as administrative agent for the Lenders, the
"Administrative Agent"), The Chase Manhattan Bank, as auction
administrative agent for the Lenders (in such capacity, the
"Auction Administrative Agent"), and Bank of America, N.A. and
Fleet National Bank, as co-documentation agents for the Lenders.
The Borrower has advised the Lenders that it desires to (i) amend the
Credit Agreement to, among other things, extend the Stated Termination Date
thereof an additional 364 days and revise certain pricing terms thereunder, (ii)
obtain a new short-term revolving credit facility in the amount of C$500,000,000
(the "Canadian Revolving Credit Agreement") for Burlington Resources Canada
Energy Limited, its Canadian subsidiary and (iii) amend its Long-Term Revolving
Credit Agreement to reflect the extension of the Credit Agreement and the
addition of the Canadian Revolving Credit Agreement (the "Second Long-Term
Amendment and Restatement"), and has requested in connection therewith that the
Credit Agreement be amended and restated as set forth in Section 1 below and the
parties hereto are willing so to amend the Credit Agreement. Each capitalized
term used but not defined herein has the meaning assigned thereto in the Credit
Agreement.
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:
SECTION 1. Amendment and Restatement. Upon the effectiveness of this Second
Amendment and Restatement as provided in Section 3 below, the Credit Agreement
shall be amended and restated in the form resulting from the following
revisions:
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(a) Addition of Definition of Canadian Revolving Credit Agreement.
Section 1.01 of the Credit Agreement is hereby amended by inserting the
following definition immediately prior to the definition of
"Capitalization":
"Canadian Revolving Credit Agreement" means the Short-Term
Revolving Credit Agreement dated as of March 31, 2000, among
Burlington Resources Canada Energy Ltd., as the borrower, Burlington
Resources Inc., as parent, the financial institutions party thereto,
Royal Bank of Canada, as administrative agent and co-arranger for such
financial institutions, The Chase Manhattan Bank of Canada, as
syndication agent and lead arranger for such financial institutions,
and The Bank of Nova Scotia, as documentation agent and co-arranger
for such financial institutions.
(b) Amendment of Definition of Effective Date. The definition of
"Effective Date" in Section 1.01 of the Credit Agreement is hereby amended
by deleting the reference to "February 23, 1999" and replacing it with the
date "March 31, 2000."
(c) Extension of Stated Termination Date. The definition of "Stated
Termination Date" in Section 1.01 of the Credit Agreement is hereby amended
by deleting the reference to "March 31, 2000" and replacing it with the
date "March 29, 2001."
(d) Extension of Stated Termination Date and Replacement of Lenders.
Section 2.21(d) and Section 2.22 of the Credit Agreement are hereby amended
by adding the phrase "or the Canadian Revolving Credit Agreement, as the
case may be" immediately following each reference to the Long-Term
Revolving Credit Agreement in each such Section.
(e) Modification of Debt to Capitalization Test. Paragraph (1) of
Section 5.02(b) of the Credit Agreement is hereby amended by (i) inserting
the phrase "or the Canadian Revolving Credit Agreement" immediately prior
to the phrase "or any replacement therefor" and (ii) inserting the phrase
"the sum of the unused commitment under the Canadian Revolving Credit
Agreement and" immediately following the phrase "shall not exceed" in such
paragraph.
(f) Amendment of Negative Covenant with Respect to Mergers. Section
5.02(d) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
"(d) Mergers, Etc. Merge, amalgamate or consolidate with any
Person, or permit any Material Subsidiary to merge, amalgamate or
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consolidate with any Person, except that (i) any Subsidiary may merge,
amalgamate or consolidate with (or liquidate into) any other
Subsidiary or may merge, amalgamate or consolidate with (or liquidate
into) the Borrower, provided that (A) if such Subsidiary merges,
amalgamates or consolidates with (or liquidates into) the Borrower,
either the survivor or successor is the Borrower or such successor or
surviving Business Entity is organized and existing under the laws of
the United States and expressly assumes the obligations of the
Borrower hereunder and under the Notes, (B) if any such Subsidiary
merges, amalgamates or consolidates with (or liquidates into) any
other Subsidiary of the Borrower, one or more Business Entities that
are Subsidiaries of the Borrower are the surviving or successor
Business Entity(ies) and, if any such Subsidiary is not directly or
indirectly wholly-owned by the Borrower, such merger, amalgamation or
consolidation is on an arm's length basis and (C) as a result of such
merger, amalgamation or consolidation, no Event of Default, and no
event which with lapse of time or the giving of notice, or both, would
constitute an Event of Default, shall have occurred and be continuing,
and (ii) the Borrower or any Material Subsidiary may merge, amalgamate
or consolidate with any other Business Entity (that is, in addition to
the Borrower or any other Subsidiary), provided that (A) if the
Borrower merges, amalgamates or consolidates with any such other
Business Entity(ies), the survivor or successor Business Entity is the
Borrower, (B) if any Material Subsidiary merges, amalgamates or
consolidates with any such other Business Entity, each surviving or
successor Business Entity is a directly or indirectly wholly-owned
Subsidiary, and (C) if either the Borrower or any Material Subsidiary
merges, amalgamates or consolidates with any such other Business
Entity, after giving effect to such merger, amalgamation or
consolidation no Event of Default, and no event which with lapse of
time or the giving of notice, or both, would constitute an Event of
Default, shall have occurred and be continuing."
(g) Cross Default to Canadian Revolving Credit Agreement. Section
6.01(k)of the Credit Agreement is hereby amended by inserting the phrase
"or the Canadian Revolving Credit Agreement" immediately following the
reference to the Long-Term Revolving Credit Agreement in such Section.
(h) Revised Pricing Grid. Schedule II to the Credit Agreement is
hereby deleted in its entirety and replaced with Schedule II attached
hereto.
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(i) Conforming References. All references in the Credit Agreement and
the Exhibits to agents, to the Credit Agreement and to the Long-Term
Revolving Credit Agreement shall be conformed to reflect this Second
Amendment and Restatement, the Second Long-Term Amendment and Restatement
and the Canadian Revolving Credit Agreement.
SECTION 2. Representations and Warranties. The Borrower represents and
warrants as of the effective date of this Second Amendment and Restatement to
each of the Lenders that:
(a) Immediately before and immediately after giving effect to this
Second Amendment and Restatement, 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.
(b) Immediately before and immediately after giving effect to this
Second Amendment and Restatement, no Event of Default or Default has
occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Second Amendment and
Restatement shall become effective as of the date hereof when Chase shall have
(a) received counterparts of this Second Amendment and Restatement that, when
taken together, bear the signatures of the Borrower, the Administrative Agent,
Chase and each Lender, and (b) been advised by the Borrower that the Second
Long-Term Amendment and Restatement and the Canadian Revolving Credit Agreement
have become effective.
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.
SECTION 5. Applicable Law. THIS SECOND AMENDMENT AND RESTATEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION 6. Counterparts. This Second Amendment and Restatement 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.
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SECTION 7. Expenses. The Borrower agrees to reimburse the Administrative
Agent for all out-of-pocket expenses incurred by it in connection with this
Second Amendment and Restatement, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Xxxxx, counsel for the Administrative Agent.
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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:
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Name:
Title:
CHASE BANK OF TEXAS, N.A.,
as Administrative Agent
By:
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Name:
Title:
CITIBANK, N.A., as Syndication Agent
By:
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Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Documentation Agent
By:
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Name:
Title:
FLEET NATIONAL BANK,
as Documentation Agent
By:
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Name:
Title:
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The Lenders
CHASE BANK OF TEXAS, N.A.
By:
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Name:
Title:
CITIBANK, N.A.
By:
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Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By:
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Name:
Title:
FLEET NATIONAL BANK
By:
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Name:
Title:
MELLON BANK, N.A.
By:
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Name:
Title:
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XXXXX FARGO BANK
By:
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Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
By:
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Name:
Title:
THE NORTHERN TRUST COMPANY
By:
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Name:
Title:
WACHOVIA BANK, N.A.
By:
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Name:
Title:
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NATIONSBANK, N.A.
By:
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Name:
Title:
PARIBAS
By:
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Name:
Title:
BANK OF MONTREAL
By:
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Name:
Title:
BARCLAYS BANK PLC
By:
---------------------------------------------
Name:
Title:
DEUTSCHE BANK
By:
---------------------------------------------
Name:
Title:
SCHEDULE II
PRICING GRID
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LEVEL I LEVEL II LEVEL III LEVEL IV LEVEL V LEVEL VI
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Basis for If the If the If the If the If the If Levels I-V
Pricing Borrower's Borrower's Borrower's Borrower's Borrower's do not apply.
senior senior senior senior senior
unsecured long unsecured unsecured long unsecured long unsecured
term debt is long term term debt is term debt is long term
rated at least debt is rated rated at least rated at least debt is rated
A by S&P or A2 at least A- BBB+ by S&P or BBB by S&P or at least BBB-
by Xxxxx'x. by S&P or A3 Baa1 by Baa2 by by S&P or
by Xxxxx'x. Xxxxx'x. Xxxxx'x. Baa3 by
Xxxxx'x.
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Facility Fee .060% .080% .100% .125% .150% .200%
Percentage
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Applicable .165% .170% .275% .375% .475% .675%
Margin
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The applicable pricing level shall change on the date of any relevant change in
the rating by S&P or Xxxxx'x of any public long term senior unsecured debt
securities of the Borrower. In the case of split ratings from S&P and Xxxxx'x,
the rating to be used to determine the applicable pricing level is the higher of
the two (e.g., A-/Baal results in Level II pricing), provided that in the event
the split is more than one full category, the average (or the higher of two
intermediate ratings) shall be used (e.g., A-/Baa2 results in Level III pricing,
as does A-/Baa3).
