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
LONG-TERM REVOLVING CREDIT AGREEMENT dated as of February
25, 1998 and amended and restated pursuant to the Amendment
and Restatement Agreement dated as of February 23, 1999 (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 (i) the Short-Term Revolving
Credit Agreement is being amended and restated to, among other things, extend
the Stated Termination Date thereof an additional 364 days (the "Second
Short-Term Amendment and Restatement") and (ii) a new short-term revolving
credit facility in the amount of C$500,000,000 is being obtained for Burlington
Resources Canada Energy Limited, its Canadian subsidiary, 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:
(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".
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(c) 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 Short-Term
Revolving Credit Agreement in each such Section.
(d) 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 commitments under the Canadian Revolving Credit
Agreement and" immediately following the phrase "shall not exceed" in such
paragraph.
(e) 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 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
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."
(f) 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 Short-Term Revolving Credit Agreement in such Section.
(g) Conforming References. All references in the Credit Agreement and
the Exhibits to agents, to the Credit Agreement and to the Short-Term
Revolving Credit Agreement
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shall be conformed to reflect this Second Amendment and Restatement, the
Second Short-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 the Majority Lenders, and (b) been advised by the Borrower that the
Second Short-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.
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:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
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:
BANK OF BOSTON, N.A.
By:
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Name:
Title:
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XXXXXX BANK, N.A.
By:
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Name:
Title:
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:
