Exhibit 10.19
FOURTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment")
is made and entered into as of the 3rd day of May, 2002 (the "Effective Date"),
by and among XTO ENERGY INC. (successor by name change to Cross Timbers Oil
Company), a Delaware corporation ("Company"), the Banks that are signatories
hereto (collectively, the "Banks"), XX XXXXXX XXXXX BANK (successor by merger to
Xxxxxx Guaranty Trust Company of New York), as Administrative Agent for Banks,
BANK OF AMERICA, N.A., as Syndication Agent for Banks, XX XXXXXX XXXXX BANK
(successor by merger to The Chase Manhattan Bank), as Documentation Agent for
Banks, and FLEET NATIONAL BANK, as Co-Documentation Agent for Banks.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Company, JPMorgan Chase Bank (successor by merger to Xxxxxx
Guaranty Trust Company of New York), as Administrative Agent for Banks, Bank of
America N.A., as Syndication Agent for Banks, JPMorgan Chase Bank (successor by
merger to The Chase Manhattan Bank), as Documentation Agent for Banks, Fleet
National Bank, as Co-Documentation Agent for Banks, and Banks have entered into
that certain Revolving Credit Agreement dated as of May 12, 2000 (as amended by
that certain First Amendment to Revolving Credit Agreement dated as of June 20,
2000 among Company and Banks, as amended by that certain Second Amendment to
Revolving Credit Agreement dated as of February 16, 2001 among Company and
Banks, as amended by that certain Third Amendment to Revolving Credit Agreement
dated as of May 1, 2001 among Company and Banks, as amended hereby and as
amended from time to time hereafter, the "Loan Agreement").
WHEREAS, the parties hereto desire to amend the Loan Agreement as set
forth herein.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
ARTICLE I
Definitions and References
1.01 Unless otherwise specifically defined herein, each term used
herein which is defined in the Loan Agreement as in effect immediately prior to
the Effective Date shall have the meaning assigned to such term in the Loan
Agreement as so in effect. Each reference to "hereof," "hereunder," "herein" and
"hereby" and each other similar reference and each reference to "this Loan
Agreement" and each
other similar reference contained in the Loan Agreement shall from and after the
Effective Date refer to the Loan Agreement as amended hereby.
ARTICLE II
Amendments
2.01. Amendment to Article I; Amendment to Certain Defined Terms.
Effective as of the Effective Date, (i) the defined term "Obligation" is amended
by inserting the phrase "or the Senior Debt," following the phrase "or the
Subordinated Indebtedness" as such phrase appears in such definition and (ii)
sub-part (xiii)(b) of the defined term "Permitted Liens" is amended by deleting
the amount "$15,000,000" as it appears in such sub-part and substituting the
amount "$40,000,000" therefor.
2.02. Amendment to Section 2.01. Effective as of the Effective Date,
sub-part (d) of Section 2.01 of the Loan Agreement is amended by deleting the
period at the end of such sub-part (d) and adding thereto the following:
"and (vi) to prepay or redeem Subordinated Indebtedness in accordance
with the last sentence of Section 9.19."
2.03. Amendment to Section 9.01. Effective as of the Effective Date,
sub-part (xii) of Section 9.01 of the Loan Agreement is amended and restated in
its entirety as follows:
"Indebtedness of the Company and the Subsidiaries (in the aggregate)
incurred subsequent to May 1, 2002, and not otherwise permitted
hereunder, not exceeding $25,000,000 at any one time outstanding
exclusive of any Indebtedness between Company and the Subsidiaries,"
2.04. Amendment to Section 9.19. Effective as of the Effective Date,
Section 9.19 of the Loan Agreement is amended by deleting the last sentence in
Section 9.19 and substituting the following sentence therefor:
"Notwithstanding the foregoing, provided that no Event of Default
exists or will occur as a result of the actions taken by Company
permitted hereby and no Borrowing Base Deficiency exists, without the
prior consent of Banks, after January 1, 2002, Company may prepay or
redeem (with or without a premium and in whole or in part) the
Subordinated Indebtedness under the April 0000 Xxxxxxxxx and/or the
October 1997 Indenture."
ARTICLE III
Condition Precedent
3.01. Counterparts; Conditions to Effectiveness. This instrument
shall become effective (and the Loan Agreement shall be amended with the
amendments referred to herein) as of the Effective Date when Administrative
Agent shall have received a duly executed counterpart hereof signed by Company
and Majority
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Banks (or, in the case of any Bank included within Majority Banks as to which an
executed counterpart shall not have been received, Administrative Agent shall
have received telegraphic, telex or other written confirmation from such party
of execution of a counterpart hereof by such Bank).
3.02. Amendment Fee. Upon Administrative Agent's receipt of duly
executed counterparts hereof signed by Company and Majority Banks, Company shall
pay to Administrative Agent a fee in the amount $2,500 for each Bank that has
executed a counterpart of this Amendment and delivered such counterpart of this
Amendment to Administrative Bank on or before May 3, 2002. Administrative Agent
shall distribute such fee to such Banks who have executed, and delivered to
Administrative Bank on or before the prescribed date, its counterpart of this
Amendment. The fee payable under this Section 3.02 shall be paid by Company to
Administrative Agent within three (3) Business Days after Company's receipt of
Administrative Agent's written request or invoice for same.
ARTICLE IV
Ratifications, Representations and Warranties
4.01. Ratifications. The terms and provisions set forth herein shall
modify and supersede all inconsistent terms and provisions set forth in the Loan
Agreement immediately before giving effect hereto and the other Loan Papers,
and, except as expressly modified, amended, and superseded herein, the terms and
provisions of the Loan Agreement and the other Loan Papers are ratified and
confirmed and shall continue in full force and effect. Company and Banks agree
that the Loan Agreement, as amended hereby, and the other Loan Papers shall
continue to be legal, valid, binding and enforceable in accordance with their
respective terms.
4.02. Representations, Warranties and Agreements. Company hereby
represents and warrants to Banks that (a) the execution, delivery and
performance of the Loan Agreement as amended hereby has been authorized by all
requisite corporate action on the part of Company and will not violate the
Articles/Certificate of Incorporation or Bylaws of Company; (b) the
representations and warranties contained in the Loan Agreement, as amended
hereby, and any other Loan Papers are true and correct on and as of the date
hereof and on and as of the date of execution hereof as though made on and as of
each such date; (c) no Default or Event of Default under the Loan Agreement, as
amended hereby, has occurred and is continuing; and (d) Company is in full
compliance with all covenants and agreements contained in the Loan Agreement and
the other Loan Papers, as amended hereby.
ARTICLE V
Ratifications by Guarantors
5.01. Ratification by Guarantors. CT Trading and the Gas Marketing
Subsidiaries (collectively, the "Guarantors") hereby acknowledge and agree to
the
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terms hereof and hereby ratify and reaffirm all of their respective
obligations under their unconditional guaranties of the Loan and Obligation (the
"Guaranties"). Guarantors also hereby agree that nothing in this Amendment shall
adversely affect any right or remedy of Banks under the Guaranties and that the
execution and delivery of this Amendment shall in no way change or modify their
respective obligations as guarantor under the Guaranties. Although the
Guarantors have been informed by Company of the matters set forth in this
Amendment and the Guarantors have acknowledged and agreed to the same, the
Guarantors understand that Banks have no duty to notify Guarantors or to seek
Guarantors' acknowledgment or agreement, and nothing contained herein shall
create such a duty as to any transaction hereafter.
ARTICLE VI
Miscellaneous Provisions
6.01. Reference to Loan Agreement. The other Loan Papers, and any
and all other agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Loan
Agreement, as amended hereby, are hereby amended so that any reference in the
Loan Agreement and such other Loan Papers to the Loan Agreement shall mean a
reference to the Loan Agreement as amended hereby.
6.02. Expenses of Agents. As provided in the Loan Agreement, Company
agrees to pay on demand all reasonable costs and expenses incurred by Agents in
connection with the preparation, negotiation and execution of this Amendment,
including, without limitation, the costs and fees of Agent's legal counsel, and
all reasonable costs and expenses incurred by Banks in connection with the
enforcement or preservation of any rights under the Loan Agreement, as amended
hereby, or any other Loan Papers, including, without, limitation, the reasonable
costs and fees of Agents' legal counsel. Company shall not be responsible for
the cost or expense of legal counsel of any other Bank in connection with the
preparation, execution and delivery of this Amendment.
6.03. Counterparts. This instrument may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
6.04. Headings. The headings, captions, and arrangements used herein
are for convenience only and shall not affect the interpretation of this
instrument.
6.05. Applicable Law. THE LOAN AGREEMENT AS AMENDED HEREBY AND ALL
OTHER LOAN PAPERS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND
TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS UNLESS THE LAWS GOVERNING NATIONAL BANKS SHALL
HAVE APPLICATION.
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6.06. Final Agreement. THE LOAN AGREEMENT AS AMENDED HEREBY AND THE
OTHER LOAN PAPERS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE EFFECTIVE DATE THIS
AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AS AMENDED HEREBY AND THE OTHER LOAN
PAPERS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION,
WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THE LOAN AGREEMENT OR THE OTHER
LOANS PAPERS SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY COMPANY AND
EITHER BANKS OR MAJORITY BANKS, AS PROVIDED IN THE LOAN AGREEMENT.
IN WITNESS WHEREOF, this Amendment has been executed in multiple
originals and is effective as of the date first above-written.
[SIGNATURE PAGES TO FOLLOW]
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COMPANY:
XTO ENERGY COMPANY, INC.,
a Delaware corporation
By: XXXX O'REAR
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Xxxx O'Rear, Vice President and Treasurer
GUARANTORS:
CROSS TIMBERS TRADING COMPANY,
a Texas corporation
By: XXXX O'REAR
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Xxxx O'Rear, Vice President and Treasurer
RINGWOOD GATHERING COMPANY,
a Delaware corporation
By: XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, Vice President and Treasurer
CROSS TIMBERS ENERGY SERVICES, INC.,
A Texas corporation
By: XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, Vice President and Treasurer
TIMBERLAND GATHERING & PROCESSING COMPANY,
INC., a Texas corporation
By: XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, Vice President and Treasurer
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BANKS:
XX XXXXXX XXXXX BANK
By: XXXXXX X. MORTENSOTTO
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Xxxxxx X. Mortensotto, Managing Director
BANK OF AMERICA, N.A.
By: XXXXXXX XXXXX
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Xxxxxxx Xxxxx
Principal
FLEET NATIONAL BANK
By: XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx
Vice President
ABN-AMRO BANK N.V., HOUSTON AGENCY
By: ABN-AMRO NORTH AMERICA, INC.
By: XXXXX X. XXXX
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Xxxxx X. Xxxx
Group Vice President
By: XXXX X. XXXX
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Xxxx X. Xxxx
Vice President
BANK ONE, NA
By: XXXX XXXXXXX
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X. X. (Xxxx) Xxxxxxx, Vice President
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BNP PARIBAS
By: XXXXX XXXX
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Xxxxx Xxxx
Director
By: XXXXX XXXXXX
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Xxxxx Xxxxxx
Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
(f/k/a First Union National Bank)
By: XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
Senior Vice President
BANK OF MONTREAL
By: XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Director
THE BANK OF NEW YORK
By: XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Vice President
THE BANK OF NOVA SCOTIA
By: X. XXXX
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X. Xxxx, Senior Manager
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BANK OF SCOTLAND
By: XXXXXX XXXXXX
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Xxxxxx Xxxxxx
Vice President
COMERICA BANK-TEXAS
By: XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx
Senior Vice President
FORTIS CAPITAL CORP.
(f/k/a MeesPierson Capital Corp.)
By: XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
Vice President
By: XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Managing Director
NATEXIS BANQUES POPULAIRES
(f/k/a NATEXIS Banque)
By: XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Vice President
By: XXXXXX X. X'XXXXXX
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Xxxxxx X. x'Xxxxxx
Senior Vice President and Regional Manager
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U. S. BANK NATIONAL ASSOCIATION
By: XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx, Vice President
XXXXX FARGO BANK (TEXAS), N.A.
By: XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Vice President
MIZUHO CORPORATE BANK, LTD.
(f/k/a Fuji Bank, Ltd.)
By: XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
VP & Sr. Team Leader
THE FROST NATIONAL BANK
By: XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx
Market President
SUMITOMO MITSUI BANKING CORPORATION
By: XXXXXXX X. XXXX
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Xxxxxxx X. Xxxx
General Manager
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