EX-10.32 5 burls4aex1032.txt CANADIAN CREDIT AGREE. Exhibit 10.32 AMENDMENT NO. 1, dated as of April 25, 2002 (this "Amendment No. 1" or this "Amendment"), in respect of the CANADIAN SHORT-TERM REVOLVING CREDIT AGREEMENT, dated as of March 31, 2000, as amended and restated as of December 7, 2001 (the "Credit Agreement"), among BURLINGTON RESOURCES CANADA LTD., as borrower (the "Borrower"), BURLINGTON RESOURCES INC., a Delaware corporation (the "Parent"), the financial institutions (the "Lenders") listed on the signature pages thereof, J.P. Morgan Bank Canada, as administrative agent (the "Administrative Agent"), Citibank Canada and Fleet National Bank, as co-syndication agents, and Bank of America Canada and The Toronto Dominion Bank, as co-documentation agents. The Borrower and the Parent have advised the Administrative Agent and the Lenders that they desire to amend the Credit Agreement to eliminate any inconsistency between (i) the requirements of Section 5.03(b)(ii) thereof with respect to the form, scope and substance of the auditor's "negative assurance" letter referred to therein and (ii) SAS 62 and other applicable accounting rules and guidelines in effect from time to time, and have requested in connection therewith that the Credit Agreement be amended 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 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. 1 as provided in Section 3 below, clause (ii) of Section 5.03(b) of the Credit Agreement shall be amended to read in its entirety as follows: (ii) a letter from such accountants stating that in making the investigations necessary for such report they obtained no knowledge, except as specifically stated therein, of any Event of Default which is continuing hereunder or of any event not theretofore remedied which with notice or lapse of time or both would constitute such an Event of Default (which letter may be limited in form, scope and substance to the extent required by applicable accounting rules or guidelines in effect from time to time); (b) The Lenders hereby waive any Default that may exist or have existed at or prior to the date of effectiveness hereof by reason of the delivery to the Lenders of a letter referred to in Section 5.03(b)(ii) of the Credit Agreement that was consistent with the requirements of Section 5.03(b)(ii) except for the fact that such letter was limited in form, scope or -2- substance in order to comply with SAS 62 and any other applicable accounting rules and guidelines. SECTION 2. Representations and Warranties. Each of the Borrower and the Parent 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 1. SECTION 3. Conditions to Effectiveness. This Amendment No. 1 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. 1 that, when taken together, bear the signatures of the Borrower, the Parent, 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. 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. 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 CANADA LTD. By: /s/ Daniel D. Hawk --------------------------------------------------- Name: Daniel D. Hawk Title: Vice President and Treasurer BURLINGTON RESOURCES INC. By: /s/ Daniel D. Hawk --------------------------------------------------- Name: Daniel D. Hawk Title: Vice President and Treasurer J.P. MORGAN BANK CANADA, as Administrative Agent By: /s/ Drew McDonald --------------------------------------------------- Name: Drew McDonald Title: Vice President By: /s/ Christine Chan --------------------------------------------------- Name: Christine Chan Title: Vice President JPMORGAN CHASE BANK, Toronto Branch, as Lender By: /s/ Drew McDonald --------------------------------------------------- Name: Drew McDonald Title: Vice President By: /s/ Christine Chan --------------------------------------------------- Name: Christine Chan Title: Vice President FLEET NATIONAL BANK, individually and as Co-Syndication Agent By: /s/ Allison I. Rossi --------------------------------------------------- Name: Allison I. Rossi Title: Vice President CITIBANK CANADA, individually and as Co-Syndication Agent By: /s/ James K.G. Campbell --------------------------------------------------- Name: James K.G. Campbell Title: Vice President THE TORONTO-DOMINION BANK, individually and as Co-Documentation Agent By: /s/ Kevin Kynoch --------------------------------------------------- Name: Kevin Kynoch Title: Associate - Corporate Credit BANK OF AMERICA CANADA, individually and as Co-Documentation Agent By: /s/ Richard L. Stein --------------------------------------------------- Name: Richard L. Stein Title: Principal THE BANK OF NOVA SCOTIA By: /s/ Dan W. Lindquist --------------------------------------------------- Name: Dan W. Lindquist Title: Director BANK ONE, N.A. (MAIN OFFICE, CHICAGO) By: /s/ Ronald L. Dierker --------------------------------------------------- Name: Ronald L. Dierker Title: Director, Capital Markets BARCLAYS BANK PLC By: /s/ Nicholas A. Bell --------------------------------------------------- Name: Nicholas A. Bell Title: Director BNP PARIBAS By: /s/ Douglas R. Liftman --------------------------------------------------- Name: Douglas R. Liftman Title: Managing Director By: /s/ Betsy Jocher --------------------------------------------------- Name: Betsy Jocher Title: Vice President BNP PARIBAS (CANADA) By: /s/ Paul McCuaig --------------------------------------------------- Name: Paul McCuaig Title: Vice President, Energy & Project Finance By: /s/ Michael Gosselin --------------------------------------------------- Name: Michael Gosselin Title: Director, Energy & Project Finance MELLON BANK, N.A., CANADA BRANCH By: /s/ Wendy B.H. Bocti --------------------------------------------------- Name: Wendy B.H. Bocti Title: Principal Officer THE NORTHERN TRUST COMPANY By: /s/ Ashish S. Bhagwat --------------------------------------------------- Name: Ashish S. Bhagwat Title: Vice President ROYAL BANK OF CANADA By: /s/ Lorne Gartner --------------------------------------------------- Name: Lorne Gartner Title: Vice President THE ROYAL BANK OF SCOTLAND PLC By: /s/ Scott Barton --------------------------------------------------- Name: Scott Barton Title: Senior Vice President WACHOVIA BANK N.A. By: /s/ Philip Trinder --------------------------------------------------- Name: Philip Trinder Title: Vice President MIZUHO CORPORATE BANK, LTD. By: /s/ Hirofumi Sugano --------------------------------------------------- Name: Hirofumi Sugano Title: Senior Vice President