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EXHIBIT 10.1
THIRD AMENDMENT TO
REVOLVING CREDIT AGREEMENT
Dated as of September 14, 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
THIRD AMENDMENT TO REVOLVING CREDIT
AGREEMENT
THIS THIRD AMENDMENT TO REVOLVING CREDIT
AGREEMENT (this " Third Amendment ") dated as of
September 14, 2007, is among EOG RESOURCES, INC. , a
Delaware corporation, as the Borrower, JPMORGAN CHASE BANK,
N.A. , as Administrative Agent, BANK OF AMERICA, N.A. ,
as Syndication 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 and the Second Amendment to Revolving Credit
Agreement dated as of May 18, 2007, the " Revolving Credit
Agreement ").
B.
The Borrower has requested and the Banks have agreed to amend
certain provisions of the Revolving Credit Agreement to add a
Swingline Loan facility.
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. 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 Third Amendment refer to articles and sections of the
Revolving Credit Agreement.
Section 2. Amendments to Revolving Credit
Agreement.
2.1 Amendments to Section 1.1 - Certain Defined Terms.
(a) The definition of " Agreement " is hereby amended in its
entirety to read as follows:
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" Agreement " means
this Revolving Credit Agreement, as amended by the First Amendment,
the Second Amendment and the Third 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 " Commitment " is hereby amended in
its entirety to read as follows:
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" Commitment " means,
as to each Bank, its obligation to (a) make Advances to the
Borrower pursuant to Section 2.1, (b) purchase participations in
L/C Obligations pursuant to Section 2.9(c) and (c) make Refunded
Swingline Loans and purchase participations in Swingline Loans
pursuant to Section 2.22, in an aggregate principal amount at any
one time outstanding not to exceed the amount set forth opposite
such Bank's name on Schedule II (including after any revision
thereof under Section 2.19(e)) or in the Assignment and Assumption
pursuant to which such Bank becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with
this Agreement; provided, that:
(a) during a Canadian Allocation Period, the
Commitment of any Bank that is, or has a branch or Affiliate that
is, a Canadian Bank shall be reduced by the Canadian Commitment of
such Canadian Bank; and
(b) during a Sterling Allocation Period, the
Commitment of any Bank that is, or has a branch or Affiliate that
is, a UK Bank shall be reduced by the Sterling Commitment of such
UK Bank."
(c) The definition of " Pro Rata Share " is hereby amended
by amending clause (b)(ii) thereof in its entirety to read as
follows:
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"an amount equal to (A) (i) the outstanding
Advances of such Bank, divided by (ii) the aggregate outstanding
Advances of all Banks, times (B) the sum of (i) all outstanding L/C
Obligations plus (ii) the outstanding Swingline Loans."
(d) The definition of " Total Outstanding Amount " is hereby
amended in its entirety to read as follows:
(e) The following definitions are hereby added to Section 1.1 in
proper alphabetic order to read as follows:
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" Refunded Swingline
Loans " has the meaning specified in Section 2.22(b).
" Swingline Commitment
" means the obligation of the Swingline Lender to make its
Swingline Loans pursuant to Section 2.21 in an aggregate principal
amount at any one time outstanding not to exceed the amount set
forth opposite the Swingline Lender's name on Schedule III to the
Third Amendment.
" Swingline Lender "
means JPMorgan, in its capacity as a lender of Swingline Loans.
" Swingline Loans "
has the meaning specified in Section 2.21.
" Swingline Participation
Amount " has the meaning specified in Section 2.22(c).
" Swingline Rate "
means the "ASK" rate for over-night Federal funds appearing on Page
5 of the Dow Jones Market Service on the date the Borrower requests
a Swingline Loan hereunder and on each day thereafter that such
Swingline Loan is outstanding.
" Third Amendment "
means the Third Amendment to Revolving Credit Agreement dated as of
September 14, 2007 among the Borrower, JPMorgan Chase Bank, N.A.,
as Administrative Agent, Bank of America, N.A., as Syndication
Agent, and the Banks party thereto.
2.2 Amendment to Section 2.1 . The first sentence of Section
2.1 is hereby amended in its entirety to read as follows:
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"Each Bank severally agrees,
on the terms and conditions hereinafter set forth, to make one or
more Advances as part of a Borrowing to the Borrower from time to
time on any Business Day during the period from the date hereof
until the Termination Date in an aggregate amount not to exceed at
any time outstanding, such Bank's Commitment minus the sum of (a)
such Bank's Pro Rata Share of outstanding L/C Obligations plus (b)
such Bank's Pro Rata Share of outstanding Swingline Loans." A
2.3 New Section 2.21 (Swingline Commitment) . A new Section
2.21 is hereby added to the Revolving Credit Agreement to read as
follows:
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(a) Subject to the terms and
conditions hereof, the Swingline Lender agrees to make a portion of
the credit otherwise available to the Borrower under the
Commitments from time to time until the Termination Date by making
swing line loans (" Swingline Loans ") to the Borrower;
provided that (i) the aggregate outstanding principal amount of
Swingline Loans owed to the Swingline Lender at any time shall not
exceed its Swingline Commitment then in effect (notwithstanding
that the outstanding Swingline Loans owed to the Swingline Lender
at any time, when aggregated with the Swingline Lender's other
outstanding Advances, may exceed its Swingline Commitment then in
effect) and (ii) the Borrower shall not request, and the Swingline
Lender shall not make, any Swingline Loan if, after giving effect
to the making of such Swingline Loan, the aggregate amount (without
duplication) of the Advances, the Swingline Loans and the L/C
Obligations would exceed the Total Committed Amount. Prior to the
Termination Date, the Borrower may use the Swingline Commitment by
borrowing, repaying (in whole or part) and reborrowing, all in
accordance with the terms and conditions hereof.
(b) The Borrower shall repay
to the Swingline Lender the then unpaid principal amount of each
Swingline Loan made by the Swingline Lender on the earlier of (i)
the Termination Date and (ii) the first date after such Swingline
Loan is made that is the 15th or last day of a calendar month and
is at least two Business Days after such Swingline Loan is made;
provided that on each date that an Advance is borrowed, the
Borrower shall repay all Swingline Loans then outstanding. The
unpaid principal amount of each Swingline Loan shall bear interest
at the per annum rate equal to the Swingline Rate in effect from
time to time plus the Applicable Margin for Eurodollar
Advances.
(c) The obligation of the
Swingline Lender to make Swingline Loans to the Borrower is subject
to the same conditions precedent for the making of Advances under
Section 3.2, other than compliance with Section 2.2(a), as referred
to in said Section 3.2.
2.4 New Section 2.22 (Procedure for Swingline Borrowing;
Refunding of Swingline Loans) . A new Section 2.22 is hereby
added to the Revolving Credit Agreement to read as follows:
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(a) Whenever the Borrower
desires that the Swingline Lender make Swingline Loans it shall
give irrevocable telephonic notice to JPMorgan, as Administrative
Agent and the Swingline Lender, confirmed promptly in writing
(which telephonic notice must be received by the Swingline Lender
not later than 2:30 P.M., New York City time, on the proposed date
Swingline Loans are requested to be made), specifying (i) the
amount to be borrowed and (ii) the requested date such Swingline
Loans are to be advanced (which shall be a Business Day). Each
borrowing under the Swingline Commitment shall be in an amount
equal to $10,000,000 or a whole multiple of $1,000,000 in excess
thereof. As soon as such
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