Exhibit 10.3
COMMITMENT INCREASE AND ACCESSION
AGREEMENT
THIS COMMITMENT INCREASE AND
ACCESSION AGREEMENT (this “ Agreement ”) dated
as of July 17, 2008, is among DNB NOR BANK ASA (“
DnB NOR ”) and MERRILL LYNCH BANK USA (“
Merrill ” and, together with DnB Nor, each a “
New Lender ” and collectively, the “ New
Lenders ”); EXPORT DEVELOPMENT CANADA (“
EDC ”) and COMPASS BANK (“ Compass
” and, together with EDC, each an “ Existing
Lender ” and collectively, the “ Existing
Lenders ”); XTO ENERGY INC. , a Delaware
corporation (the “ Borrower ”); and JPMORGAN
CHASE BANK, N.A. , as administrative agent (in such capacity,
together with its successors in such capacity, the “
Administrative Agent ”) for the lenders party to the
Credit Agreement referred to below. Each capitalized term used
herein but not otherwise defined herein has the meaning given such
term in the Credit Agreement.
R E C I T A L
S
A. The Borrower, the Administrative
Agent and the Lenders party thereto are parties to that certain
Amended and Restated 5-Year Revolving Credit Agreement dated as of
April 1, 2005 (as amended by the First Amendment to 5-Year
Revolving Credit Agreement dated as of March 10, 2006, the
Second Amendment to 5-Year Revolving Credit Agreement dated as of
October 25, 2006, the Third Amendment to 5-Year Revolving
Credit Agreement dated as of March 19, 2007, and the Fourth
Amendment to 5-Year Revolving Credit Agreement dated as of
February 6, 2008, the “ Credit Agreement
”), pursuant to which the Lenders have made certain loans to
and extensions of credit for the account of the
Borrower.
B. The Borrower has heretofor
requested pursuant to Section 2.02 of the Credit Agreement
that the aggregate amount of the Lenders’ Commitments be
increased to $2,840,000,000 by adding to the Credit Agreement the
New Lenders (which for purposes of Section 2.02 of the Credit
Agreement shall constitute CI Lenders) and by allowing the Existing
Lenders, which are currently Lenders under the Credit Agreement, to
increase their respective Commitments, all as more particularly
specified herein.
C. NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained, for good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as
follows:
Section 1.
Commitment Increase
.
(a) Pursuant to Section 2.02 of
the Credit Agreement, effective as of the Effective Date (used
herein as defined below):
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(i)
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DnB NOR is
hereby added as a Lender under the Credit Agreement with a
Commitment of $175,000,000;
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(ii)
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Merrill is
hereby added as a Lender under the Credit Agreement with a
Commitment of $100,000,000;
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(iii)
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EDC’s
Commitment is hereby increased from $112,500,000 to $150,000,000;
and
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(iv)
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Compass’
Commitment is hereby increased from $50,000,000 to
$77,500,000.
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(b) Effective as of the Effective
Date:
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(i)
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each New Lender
shall become a Lender for all purposes of the Credit Agreement and
shall have all of the rights and obligations of a Lender
thereunder; and
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(ii)
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the amount of
each New Lender’s Commitment and each Existing Lender’s
Commitment hereby supplements Schedule 2.01 to the Credit
Agreement, such that after giving effect to the Commitment Increase
contemplated hereby, Schedule 2.01 of the Credit Agreement is
amended and restated to read as set forth on Schedule 2.01 attached
hereto.
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Section 2.
Representations and Warranties;
Agreements . Each New Lender and each Existing Lender hereby:
(a) represents and warrants that (i) in the case of each
New Lender, it has full power and authority, and has taken all
action necessary, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and to become a
Lender under the Credit Agreement, (ii) in the case of each
New Lender, it satisfies the requirements, if any, specified in the
Credit Agreement that are required to be satisfied by it in order
to become a Lender under the Credit Agreement, (iii) from and
after the Effective Date (as defined herein), it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and
shall have the obligations of a Lender thereunder to the extent of
its Commitment, (iv) it has received a copy of the Credit
Agreement, together with copies of the most
