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EXHIBIT 10.22
FIRST AMENDMENT TO
SHORT-TERM REVOLVING CREDIT AGREEMENT
This First Amendment to Short-Term Revolving Credit Agreement dated as
of July 14, 1995 (this "Amendment") is among (i) Burlington Resources Inc., a
Delaware corporation ("Borrower"), (ii) the undersigned financial institutions
("Lenders") which are parties to the Short-Term Revolving Credit Agreement
dated as of July 20, 1994 ("Credit Agreement") among the Borrower, the
financial institutions party thereto and Citibank, N.A., as agent ("Agent"),
and (iii) the Agent. In consideration of the mutual covenants contained herein,
the Borrower, the Agent and the Lenders agree as set forth herein.
1. Amendment to the Credit Agreement. Section 2.21(a) of the
Credit Agreement is hereby amended by (i) deleting the reference to "60 days"
set forth therein and inserting in lieu thereof a reference to "45 days", and
(ii) deleting the reference to "40 days" set forth therein and inserting in
lieu thereof a reference to "30 days".
2. Miscellaneous.
2.1. Amendments, Etc. No amendment or waiver of any
provision of this Amendment, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless effected in accordance with
Section 8.01 of the Credit Agreement.
2.2. Governing Law. This Amendment and the Credit Agreement
as amended hereby shall be governed by and construed in accordance with the
laws of the State of New York.
2.3. Preservation. Except as specifically modified by the
terms of this Amendment, all of the terms, provisions, covenants, warranties
and agreements contained in the Credit Agreement (including, without
limitation, exhibits thereto) or any of the Notes remain in full force and
effect. Terms used herein which are not defined herein and are defined in the
Credit Agreement, as amended hereby, are used herein as defined in the Credit
Agreement, as amended hereby.
2.4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
2.5. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and
based on
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such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Amendment and to agree to
the various matters set forth herein. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement as amended hereby.
2.6. Authority, etc. The Borrower hereby represents and
warrants that (i) the Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, (ii) the
execution, delivery and performance of this Amendment, and the performance of
the Credit Agreement, as amended hereby, by the Borrower are within the power
of the Borrower and have been duly authorized by all necessary corporate
action, and (iii) this Amendment and the Credit Agreement, as amended hereby,
constitute legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their respective terms.
2.7. Effective Date. This Amendment is effective as of July
14, 1995.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
BURLINGTON RESOURCES INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------------
Name: Xxxxxxx X. XxXxxx
-------------------------
Title: Treasurer
------------------------
CITIBANK, N.A., as Agent
By: /s/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
-------------------------
Title: Vice President
------------------------
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CITIBANK, N.A.
By: /s/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
-------------------------
Title: Vice President
------------------------
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ XXXXXX X. XXXXXX
---------------------------
Name: Xxxxxx X. XxXxxx
-------------------------
Title: Vice President
------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXX X. XXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxx
-------------------------
Title: Senior Vice President
------------------------
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
By: /s/ XXXXX XXXXXXXXXX
---------------------------
Name: Xxxxx Xxxxxxxxxx
-------------------------
Title: Vice President
------------------------
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ XXXX XXXXXXXX
---------------------------
Name: Xxxx Xxxxxxxx
-------------------------
Title: Managing Director
------------------------
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THE FIRST NATIONAL BANK OF
BOSTON
By: /s/ XXXX X. XXXXXX
---------------------------
Name: Xxxx X. Xxxxxx
-------------------------
Title: Vice President
------------------------
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By: /s/ XAVIER RATOUIS
---------------------------
Name: Xavier Ratouis
-------------------------
Title: Authorized Signature
------------------------
MELLON BANK, N.A.
By: /s/ A. XXXX XXXXX
---------------------------
Name: A. XXXX XXXXX
-------------------------
Title: Senior Vice President
------------------------
TORONTO DOMINION (TEXAS), INC.
By: /s/ XXXXX XXXXXX
---------------------------
Name: Xxxxx Xxxxxx
-------------------------
Title: Vice President
------------------------
ABN AMRO BANK N.V.
By: /s/ W. XXXXX XXXXXXX
---------------------------
Name: W. Xxxxx Xxxxxxx
-------------------------
Title: Vice President
------------------------
By: /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------
Title: Vice President
------------------------
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THE BANK OF TOKYO, LTD.
By: /s/ X. XXXXXX
---------------------------
Name: X. Xxxxxx
-------------------------
Title: VP & Senior Manager
------------------------
FIRST INTERSTATE BANK OF
TEXAS, N.A.
By: /s/ XXX X. XXXXXX
---------------------------
Name: Xxx X. Xxxxxx
-------------------------
Title: Vice President
------------------------
THE NORTHERN TRUST COMPANY
By: /s/ XXXXXX X. XXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
Title: Vice President
------------------------
THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY
By: /s/ Xxxxxxxxx Xxxx
---------------------------
Name: Xxxxxxxxx Xxxx
-------------------------
Title: General Manager
------------------------
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XXXXX XXXX XX XXXXXXXXXXX
By: /s/ XXXXX XXXXX
---------------------------
Name: Xxxxx Xxxxx
-------------------------
Title: Managing Director
------------------------
By: /s/ XXXXXX X. XXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
Title: Managing Director
------------------------
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SECOND AMENDMENT TO
SHORT-TERM REVOLVING CREDIT AGREEMENT
This Second Amendment to Short-Term Revolving Credit Agreement dated
as of July 12, 1996 (this "Amendment") is among (i) Burlington Resources Inc.,
a Delaware corporation ("Borrower"), (ii) the undersigned financial
institutions ("Lenders") which are parties to the Short-Term Revolving Credit
Agreement dated as of July 20, 1994 as amended by the First Amendment to
Short-Term Revolving Credit Agreement dated as of July 14, 1995 (as so amended,
the "Credit Agreement") among the Borrower, the financial institutions party
thereto and Citibank, N.A., as agent for such financial institutions ("Agent"),
and (iii) the Agent. In consideration of the mutual covenants contained herein,
the Borrower, the Agent and the Lenders agree as set forth herein.
1. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
1.1. Section 1.01. Section 1.01 of the Credit Agreement is
amended by deleting each of the definitions of Eurodollar Rate Margin, Facility
Fee Percentage, and Long-Term Revolving Credit Agreement and inserting in lieu
thereof each of the following definitions reading in their entirety as follows:
"Eurodollar Rate Margin" means 0.24% per annum.
"Facility Fee Percentage" means 0.06% per annum.
"Long-Term Revolving Credit Agreement" means the Second
Amended and Restated Long-Term Revolving Credit Agreement dated as of
July 12, 1996 among the Borrower, the financial institutions party
thereto and Citibank, N.A., as agent for such financial institutions,
as it may be amended or otherwise modified from time to time.
1.2. Section 2.15(a). Section 2.15(a) of the Credit Agreement
is amended by replacing the word "either" set forth immediately before clause
(A) of the proviso in the second sentence of such Section with the word "both"
and by replacing the word "or" set forth immediately before clause (B) of such
proviso with the word "and".
1.3. Section 4.01(a). The last sentence of Section 4.01(a) of
the Credit Agreement is amended to read in its entirety as follows:
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Each Subsidiary which is, on and as of July 12, 1996, a Material
Subsidiary is listed on Schedule II hereto.
1.4. Section 4.01(e). The Credit Agreement is amended by
deleting Section 4.01(e) and inserting in lieu thereof the following:
(e) The consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at December 31, 1995 and the
related consolidated statements of income and cash flow for the fiscal
year then ended, reported on by Coopers & Xxxxxxx, independent public
accountants, copies of which have been furnished, prior to July 5,
1996, to the Agent and the Lenders party to this Agreement as of July
12, 1996, fairly present the consolidated financial condition of the
Borrower and such Subsidiaries as at December 31, 1995 and the
consolidated results of their operations for such fiscal period, all
in accordance with generally accepted accounting principles
consistently applied. The consolidated balance sheet of the Borrower
and its consolidated Subsidiaries as at March 31, 1996 and the related
consolidated statements of income and cash flow for the three months
then ended, copies of which have been furnished to the Agent and such
Lenders prior to July 5, 1996, fairly present the consolidated
financial condition of the Borrower and such Subsidiaries as at March
31, 1996 and the consolidated results of their operations for such
fiscal period, all in accordance with generally accepted accounting
principles consistently applied, and since March 31, 1996 there has
been no material adverse change in such condition or operations.
1.5. Section 7.05. The Credit Agreement is amended by
deleting Section 7.05 and inserting in lieu thereof the following:
SECTION 7.05 INDEMNIFICATION. THE LENDERS (OTHER THAN THE
DESIGNATED BIDDERS) AGREE TO INDEMNIFY THE AGENT (TO THE EXTENT NOT
REIMBURSED BY THE BORROWER), RATABLY ACCORDING TO THE RESPECTIVE
PRINCIPAL AMOUNTS OF THE A NOTES THEN HELD BY EACH OF THEM (OR IF NO A
NOTES ARE AT THE TIME OUTSTANDING OR IF ANY A NOTES ARE HELD BY
PERSONS WHICH ARE NOT LENDERS, RATABLY ACCORDING TO THE RESPECTIVE
AMOUNTS OF THEIR COMMITMENTS OR THE RESPECTIVE AMOUNTS OF THEIR
COMMITMENTS IMMEDIATELY PRIOR TO TERMINATION IF THE COMMITMENTS HAVE
BEEN TERMINATED), FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER
WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE AGENT IN
ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY OF THE NOTES
OR ANY OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN
CONNECTION
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HEREWITH, OR ANY ACTION TAKEN OR OMITTED BY THE AGENT UNDER THIS
AGREEMENT, OR ANY OF THE NOTES OR ANY OTHER INSTRUMENT OR DOCUMENT
FURNISHED PURSUANT HERETO OR IN CONNECTION HEREWITH; PROVIDED THAT NO
LENDER SHALL BE LIABLE FOR ANY PORTION OF SUCH LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, EXPENSES OR DISBURSEMENTS RESULTING FROM THE AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. Without limitation of the foregoing,
each Lender (other than the Designated Bidders) agrees to reimburse
the Agent promptly upon demand for such Lender's ratable share of any
reasonable out-of-pocket expenses (including counsel fees) incurred by
the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings, in bankruptcy or insolvency
proceedings, or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any of the Notes or any other
instrument or document furnished pursuant hereto or in connection
herewith to the extent that the Agent acts in its capacity as Agent
and is not reimbursed for such expenses by the Borrower.
1.6. Section 8.12. The Credit Agreement is further amended by
adding immediately after Section 8.11, a new Section 8.12 reading in its
entirety as follows:
SECTION 8.12. WAIVER OF JURY TRIAL. THE BORROWER,
THE AGENT, AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE NOTES OR ANY
OTHER INSTRUMENT OR DOCUMENT FURNISHED PURSUANT HERETO OR IN
CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY.
1.7. Schedule II. Schedule II to the Credit Agreement is
hereby amended and restated in its entirely by Schedule II hereto.
1.8. Change of Commitments. Effective as of July 12, 1996,
the Commitment of Credit Lyonnais New York Branch ("CLNY") is hereby changed to
$12,500,000 and the Commitment of Bank of Tokyo - Mitsubishi, Ltd. - Houston
Agency ("BOT") is hereby changed to $21,000,000, and for purposes of Section
2.01 of the Credit Agreement and other relevant purposes such new amounts shall
be deemed to be the respective amounts set forth opposite their respective
names on the signature pages of the Credit Agreement. If any A Advances are
outstanding on July 12, 1996, then on such date BOT will purchase from CLNY,
without recourse, 17/42 of each A Advance owed to CLNY on such date, which
purchased amounts will be thereafter deemed part of the corresponding A
Advances of BOT.
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2. Miscellaneous.
2.1. Amendments, Etc. No amendment or waiver of any
provision of this Amendment, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless effected in accordance with
Section 8.01 of the Credit Agreement.
2.2. Governing Law. This Amendment and the Credit Agreement
as amended hereby shall be governed by and construed in accordance with the
laws of the State of New York.
2.3. Preservation. Except as specifically modified by the
terms of this Amendment, all of the terms, provisions, covenants, warranties
and agreements contained in the Credit Agreement (including, without
limitation, exhibits thereto), any Note or any other document executed in
connection therewith remain in full force and effect. Terms used herein which
are not defined herein and are defined in the Credit Agreement, as amended
hereby, are used herein as defined in the Credit Agreement, as amended hereby.
Each reference in the Credit Agreement as amended hereby to "this Credit
Agreement", "this Agreement", "herein", "hereof" or words of similar effect,
and each reference in any Note or other document executed in connection
therewith to the "Credit Agreement", "thereunder", "thereof" or words of
similar effect, shall mean and be a reference to the Credit Agreement as
amended hereby.
2.4. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed signature page to this Amendment by
telecopier shall be as effective as delivery of a manually executed counterpart
of this Amendment.
2.5. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Amendment and to agree to
the various matters set forth herein. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement as amended hereby.
2.6. Authority, etc. The Borrower hereby represents and
warrants that (i) the Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, (ii) the
execution, delivery and performance of this Amendment, and the performance of
the Credit Agreement, as amended hereby, by the
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Borrower are within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action, require no authorization, approval, consent,
license or other action by, or notice or filing with, any governmental
authority or regulatory body, do not contravene (A) the Borrower's certificate
of incorporation or by-laws, (B) any applicable rule, regulation, order, writ,
injunction or decree, or (C) any law or any contractual restriction binding on
or affecting the Borrower, and will not result in or require the creation or
imposition of any Lien on or in respect of any property of the Borrower or of
any Subsidiary of the Borrower, (iii) this Amendment and the Credit Agreement,
as amended hereby, constitute legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their respective
terms, (iv) each representation and warranty contained in Section 4.01 of the
Credit Agreement as amended hereby is correct in all material respects as
though made on and as of the date hereof, and (v) no event has occurred and is
continuing which constitutes an Event of Default or would constitute an Event
of Default but for the requirement that notice be given or time elapse or both.
2.7. Default. Without limiting any other event which may
constitute an Event of Default, in the event that any representation or
warranty set forth herein shall be incorrect in any material respect when made,
such event shall constitute an "Event of Default" under the Credit Agreement,
as amended hereby.
2.8. Effectiveness. Following the execution of this
Amendment, this Amendment will be effective as of July 12, 1996. Fees payable
pursuant to Section 2.03 of the Credit Agreement, and interest payable pursuant
to the Credit Agreement, shall be determined in accordance with the Credit
Agreement to July 12, 1996 and shall be payable on the dates contemplated in
the Credit Agreement, and fees and interest accruing on or after July 12, 1996
shall be determined and payable in accordance with the Credit Agreement, as
amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
BURLINGTON RESOURCES INC.
By: /s/ XXXXXXX X. XXXXXX
--------------------------
Xxxxxxx X. XxXxxx
Senior Vice President and
Treasurer
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CITIBANK, N.A., as Agent
By: /s/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
-------------------------
Title: Attorney-in-Fact
------------------------
CITIBANK, N.A.
By: /s/ XXXX X. XXXXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxxxx
-------------------------
Title: Attorney-in-Fact
------------------------
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ XXXXXX X. XXXX, XX.
---------------------------
Name: Xxxxxx X. Xxxx, Xx.
-------------------------
Title: Vice President
------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXX X. XXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxx
-------------------------
Title: Senior Vice President
------------------------
THE CHASE MANHATTAN BANK, N.A.
(formerly known as TEXAS
COMMERCE BANK NATIONAL
ASSOCIATION)
By: /s/ XXXX XXXXXXX
---------------------------
Name: Xxxx Xxxxxxx
-------------------------
Title: Vice President
------------------------
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ XXXXXXX X. XXXXX
---------------------------
Name: Xxxxxxx X. Xxxxx
-------------------------
Title: Vice President
------------------------
THE FIRST NATIONAL BANK OF
BOSTON
By: /s/ XXXXXX X. XXXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxxx
-------------------------
Title: Managing Director
------------------------
CREDIT LYONNAIS NEW YORK
BRANCH
By: /s/ XXXXXXX-XXXX XXXXXXX
---------------------------
Name: Xxxxxxx-Xxxx Xxxxxxx
-------------------------
Title: Senior Vice President
------------------------
MELLON BANK, N.A.
By: /s/ E. XXXX XXXXXX, XX.
---------------------------
Name: E. Xxxx Xxxxxx, Xx.
-------------------------
Title: First Vice President
------------------------
TORONTO DOMINION (TEXAS), INC.
By: /s/ XXXX XXXXXXX
---------------------------
Name: Xxxx Xxxxxxx
-------------------------
Title: Vice President
------------------------
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ABN AMRO BANK N.V.
By: ABN AMRO NORTH AMERICA INC.,
as agent
By: /s/ W. XXXXX XXXXXXX
---------------------------------
Name: W. Xxxxx Xxxxxxx
-------------------------------
Title: Vice President and Director
------------------------------
By: /s/ H. XXXX XXXXXX
---------------------------------
Name: H. Xxxx XXXXXX
-------------------------------
Title: Vice President and Director
------------------------------
THE BANK OF TOKYO - MITSUBISHI, LTD.
- HOUSTON A ENCY (formerly known as
THE BANK OF TOKYO, LTD.)
By: /s/ X. XXXXXXXX
---------------------------------
Name: X. XxXxxxxx
-------------------------------
Title: Vice President
------------------------------
XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION
(formerly known as FIRST
INTERSTATE BANK OF TEXAS, N.A.)
By: /s/ XXX X. XXXXXX
---------------------------------
Name: Xxx X. Xxxxxx
-------------------------------
Title: Vice President
------------------------------
THE NORTHERN TRUST COMPANY
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-------------------------------
Title: Vice President
------------------------------
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THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY
By: /s/ HATUMITSU XXXX
---------------------------------
Name: Hatumitsu Xxxx
-------------------------------
Title: General Manager
------------------------------
UNION BANK OF SWITZERLAND
By: /s/ XXXXX XXXXX
---------------------------------
Name: Xxxxx Xxxxx
-------------------------------
Title: Managing Director
------------------------------
By: /s/ J. XXXXXX XXXXXX
---------------------------------
Name: J. Xxxxxx Xxxxxx
-------------------------------
Title: Assistant Vice President
------------------------------
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SCHEDULE II
MATERIAL SUBSIDIARIES
Meridian Oil Inc.
