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EXHIBIT 10.1
SECOND AMENDMENT TO
R EVOLVING CREDIT
AGREEMENT
Dated as of May 18, 2007
Among
EOG RESOURCES, INC.
as Borrower
and
JPMORGAN CHASE BANK, N.A.
as Administrative Agent
BANK OF AMERICA, N.A.
as Syndication Agent
and
THE BANKS NAMED THEREIN
as Banks
J.P. MORGAN SECURITIES INC. and BANC OF AMERICA
SECURITIES LLC
as Joint Lead Arrangers and Bookrunners
SECOND AMENDMENT
TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
(this " Second Amendment ") dated as of May
18, 2007, is among EOG
RESOURCES, INC. , a Delaware corporation,
as the Borrower, BANK OF AMERICA, N.A. , as Syndication
Agent, JPMORGAN CHASE BANK,
N.A . , as Administrative Agent and
the Banks party hereto.
R E C I T A L S
A. The Borrower, the Administrative Agent and
the Banks are parties to that certain Credit Agreement dated as of
June 28, 2005 (as amended by the First Amendment to Revolving
Credit Agreement dated as of June 21, 2006, the " Revolving
Credit Agreement "), pursuant to which the Banks have made
certain loans to and extensions of credit for the account of the
Borrower.
B. The Borrower has requested and the Banks have
agreed to amend certain provisions of the Revolving Credit
Agreement to (i) increase the size of the aggregate Commitments to
$1 billion pursuant to Section 2.19, (ii) increase the size of the
accordion option to permit the aggregate Commitments under the
Senior Credit Facility to be increased to an amount up to $1.5
billion in Section 2.19, (iii) reduce fronting fees for Letters of
Credit, Canadian Letters of Credit and Sterling Letters of Credit
to an amount equal to 10 basis points per annum and (iv) permit the
entire committed amount of the Senior Credit Facility to be
advanced as Letters of Credit.
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:
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Section 1. Defined Terms . Each
capitalized term used herein but not otherwise defined herein has
the meaning given such term in the Revolving Credit Agreement.
Unless otherwise indicated, all article and section references in
this Second Amendment refer to articles and sections of the
Revolving Credit Agreement.
Section 2. Amendments to
Revolving Credit Agreement .
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2.1 Amendments to Section
1.1 - Certain Defined Terms .
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(a) The definition of " Agreement " is
hereby amended in its entirety to read as follows:
" Agreement " means this Revolving Credit
Agreement, as amended by the First Amendment and the Second
Amendment, as the same may from time to time be amended, modified,
restated, or replaced from time to time, including, for the
avoidance of doubt, each Appendix hereto.
(b) The definition of " Letter of Credit
Sublimit " is hereby deleted in its entirety.
(c) The definition of " Second Amendment "
is hereby added to Section 1.1 in proper alphabetic order which
definition shall read as follows:
" Second Amendment " means the Second
Amendment to Revolving Credit Agreement dated as of May 18, 2007
among the Borrower, Bank of America, N.A., as Syndication Agent,
JPMorgan Chase Bank, N.A., as Administrative Agent and the Banks
party thereto.
2.2
Amendments to Section 2.9(a) .
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(a) Section 2.9(a)(i) is hereby amended by
deleting the number "$100,000,000" in the proviso thereto and
replacing it with "$500,000,000 or such greater amount as may be
agreed to by the L/C Issuer".
(b) clause (ii) of Section 2.9(a)(i) is hereby
amended in its entirety to read as follows:
"(ii) no L/C Issuer shall be obligated to issue Letters of Credit
and no Bank shall be obligated to participate in any Letter of
Credit if as of the date of such L/C Credit Extension the Total
Facility Outstandings would exceed the Total Facility Amount."
2.3
Amendment to Section 2.9(j) . Section 2.9(j) is hereby
amended by deleting the number "0.125" in the first sentence
thereof and replacing it with the number "0.10".
2.4
Amendment to Section 2.19(a) . Section 2.19(a) is hereby
amended by deleting the number "$1,000,000,000" in the proviso
thereto and replacing it with the number "$1,500,000,000".
Section 3. Amendments to
Appendix I to Revolving Credit Agreement .
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3.1 Amendments to Section
1A.1 - Certain Defined Terms . The definition of " Canadian
Letter of Credit Sublimit " is hereby deleted in its entirety.
3.2
Amendments to Section 2A.7 .
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(a) Section 2A.7(a)(i) is hereby amended in its
entirety to read as follows:
"(i) Subject to the terms and
conditions set forth herein, (A) each Canadian L/C Issuer agrees,
in reliance upon the agreements of the other Canadian Banks set
forth in this Section 2A.7, (1) from time to time on any Canadian
Business Day prior to the Letter of Credit Expiration Date, to
issue Canadian Letters of Credit for the account of the Canadian
Borrower, and to amend or renew Canadian Letters of Credit
previously issued by it, in accordance with subsection (b) below,
and (2) to honor drafts under the Canadian Letters of Credit; and
(B) the Canadian Banks severally agree to participate in Canadian
Letters of Credit issued for the account of the Canadian Borrower;
provided that no Canadian L/C Issuer shall be obligated to issue
Canadian Letters of Credit and no Canadian Bank shall be obligated
to participate in any Canadian Letter of Credit if as of the date
of such Canadian L/C Credit Extension, (x) the Canadian Total
Outstanding Amount would exceed the Canadian Allocated Total
Commitment or (y) the outstanding Canadian Borrowings of any
Canadian Bank, plus such Canadian Bank's Canadian Pro Rata Share of
the outstanding Canadian L/C Obligations would exceed such Canadian
Bank's Canadian Commitment. Within the foregoing limits, and
subject to the terms and conditions hereof, the Canadian Borrower's
ability to obtain Canadian Letters of Credit shall be fully
revolving, and accordingly the Canadian Borrower may, during the
foregoing period, obtain Canadian Letters of Credit to replace
Canadian Letters of Credit that have expired or that have been
drawn upon and reimbursed."
(b) Section 2A.7(j) is hereby amended by deleting
the number "0.125" in the first sentence thereof and replacing it
with the number "0.10".
Section 4. Amendments to
Appendix II to Revolving Credit Agreement .
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4.1 Amendments to Section
1B.1 - Certain Defined Terms . The definition of " Sterling
Letter of Credit Sublimit " is hereby deleted in its entirety.
4.2
Amendments to Section 2B.8 .
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(a) Section 2B.8(a)(i) is hereby amended in its
entirety to read as follows:
"(i) Subject to the terms and
conditions set forth herein, (A) the Sterling L/C Issuer agrees, in
reliance upon the agreements of the other UK Banks set forth in
this Section 2B.8, (1) from time to time on any UK Business Day
prior to the Letter of Credit Expiration Date, to is
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