Second Amendment to Five-Year Revolving Credit Agreement



 EXHIBIT 10.5 

 SECOND AMENDMENT TO 
 5-YEAR
REVOLVING CREDIT AGREEMENT 
 dated as of 
 October 25, 2006 
 among 
 XTO ENERGY INC., 
 as Borrower, 
 JPMORGAN CHASE BANK, N.A., 
 as
Administrative Agent, 
 and 
 The Lenders Party Hereto 
  

 BANK OF AMERICA, N.A., 
 BNP PARIBAS, 
 CALYON NEW YORK BRANCH, 
 and

 WACHOVIA BANK, NATIONAL ASSOCIATION, 
 as Co-Syndication Agents 
 and 
 CITIBANK, N.A., 
 HARRIS NESBITT FINANCING, INC., 
 and 
 SUNTRUST BANK,

 as Co-Documentation Agents 
  

 J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, 
 as Co-Arrangers and Joint Bookrunners 
  








 SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this “Second Amendment”) dated as of October 25, 2006, is among
XTO ENERGY INC., a Delaware corporation, as the Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK,
N.A., BANK OF AMERICA, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Issuing Banks, and the Lenders party hereto. 
 RECITALS 
 A. The Borrower, the
Administrative Agent and the Lenders are parties to that certain 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
“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 requested and the Lenders have agreed to amend certain provisions of the Credit Agreement. 
 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. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the
Credit Agreement. Unless otherwise indicated, all article and section references in this Second Amendment refer to articles and sections of the Credit Agreement. 
 Section 2. Amendments to Credit Agreement. 
 2.1 Amendments to Section 1.01. 

(a) The definition of “Agreement” is hereby amended in its entirety to read as follows: 
 “Agreement” means this 5-Year 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. 
 (b) The following definition
is hereby added where alphabetically appropriate to read as follows: 
 “Second Amendment” means the Second
Amendment to 5-Year Revolving Credit Agreement dated as of October 25, 2006 among the Borrower and the Lenders party thereto. 
 2.2
Amendment to Section 4.02. Section 4.02 is hereby amended in its entirety to read as follows: 







 “Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan
on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 
 (a) The representations and warranties of the Borrower set forth in this Agreement and of the Subsidiary Guarantors set forth in the
Subsidiary Guaranties shall be true and correct on and as of the date of such Borrowing or the date of the issuance, amendment, renewal or extension of such Letter of Credit, as applicable. 
 (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, no Default shall have occurred and be continuing. 
 Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.” 
 Section 3. Conditions Precedent. This Second Amendment shall not become effective until the date on which each of the following conditions is
satisfied (or waived in accordance with Section 9.02(b) of the Credit Agreement) (the “Effective Date”): 
 3.1 The
Administrative Agent shall have received from the Required Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Second Amendment signed on behalf of such Persons. 
 3.2 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may
reasonably request. 
 3.3 No Default shall have occurred and be continuing, after giving effect to the terms of this Second Amendment.

 Section 4. Miscellaneous. 
 4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Second Amendment, shall remain in full force and effect following the effectiveness of this Second Amendment. 
 4.2 Ratification and Affirmation; Representations and Warranties. The Borrower hereby (a) ratifies and affirms its obligations under, and
acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, notwithstanding
the amendments contained herein and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Second Amendment: (i) all of the representations and warranties contained in each Loan
Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly 

  

 2 








 
limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date,
(ii) no Default has occurred and is continuing and (iii) since December 31, 2005, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. 
 4.3 Loan Document. This Second Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and
provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 
 4.4 Counterparts. This Second Amendment may be
executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Second Amendment by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof. 
 4.5 NO ORAL AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. 
 4.6 GOVERNING LAW. THIS SECOND AMENDMENT (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
 [SIGNATURES BEGIN NEXT PAGE] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the
date first written above. 
  

			
	 XTO ENERGY INC.

		
	By:	 	 /s/ Brent W. Clum

		 	 Brent W. Clum

		 	 Vice President & Treasurer



  

 S-1 









									
	 Administrative Agent, Issuing
 Bank & Lender:
	 		 	 JPMORGAN CHASE BANK, N.A.

					
		 		 		 	 By:
	 	 /s/ Robert Traband

		 		 		 		 	 Robert Traband

		 		 		 		 	 Vice President


  

 S-2 









									
	 Issuing Bank & Lender:
	 		 	 BANK OF AMERICA, N.A.

					
		 		 		 	 By:
	 	 /s/ Ronald E. McKaig

		 		 		 		 	 Ronald E. McKaig

		 		 		 		 	 Senior Vice President


  

 S-3 









									
	 Lender:
	 		 	 BNP PARIBAS

					
		 		 		 	 By:
	 	 /s/ David Dodd

		 		 		 	 Name:
	 	 David Dodd

		 		 		 	 Title:
	 	 Director

					
		 		 		 	 By:
	 	 /s/ Polly Schott

		 		 		 	 Name:
	 	 Polly Schott

		 		 		 	 Title:
	 	 Vice President


  

 S-4 









									
	 Lender:
	 		 	 CALYON NEW YORK BRANCH

					
		 		 		 	 By:
	 	 /s/ Tom Byargeon

		 		 		 	 Name:
	 	 Tom Byargeon

		 		 		 	 Title:
	 	 Managing Director

					
		 		 		 	 By:
	 	 /s/ Michael Willis

		 		 		 	 Name:
	 	 Michael Willis

		 		 		 	 Title:
	 	 Director


  

 S-5 









									
	 Lender:
	 		 	 WACHOVIA BANK, NATIONAL
 ASSOCIATION

					
		 		 		 	 By:
	 	 /s/ Paul Pritchett

		 		 		 		 	 Paul Pritchett

		 		 		 		 	 Vice President


  

 S-6 









									
	 Lender:
	 		 	 CITIBANK, N.A.

					
		 		 		 	 By:
	 	 /s/ James Reilly

		 		 		 		 	 James Reilly

		 		 		 		 	 Attorney-in-Fact


  

 S-7 









									
	 Lender:
	 		 	 HARRIS NESBITT FINANCING, INC.

					
		 		 		 	 By:
	 	 /s/ James V. Ducote

		 		 		 		 	 James V. Ducote

		 		 		 		 	 Vice President


  

 S-8 









									
	 Lender:
	 		 	 SUNTRUST BANK

					
		 		 		 	 By:
	 	 /s/ James M. Warren

		 		 		 		 	 James M. Warren

		 		 		 		 	 Managing Director


  

 S-9 









									
	 Lender:
	 		 	 ABN AMRO BANK N.V.

					
		 		 		 	 By:
	 	 /s/ Jamie Conn

		 		 		 		 	 Jamie Conn

		 		 		 		 	 Managing Director

					
		 		 		 	 By:
	 	 /s/ John Reed

		 		 		 		 	 John Reed

		 		 		 		 	 Director


  

 S-10 









									
	 Lender:
	 		 	 BARCLAYS BANK PLC

					
		 		 		 	 By:
	 	 /s/ Nicholas Bell

		 		 		 	 Name:
	 	 Nicholas Bell

		 		 		 	 Title:
	 	 Director


  

 S-11 









									
	 Lender:
	 		 	 DEUTSCHE BANK AG NEW YORK BRANCH

					
		 		 		 	 By:
	 	 /s/ Ming K. Chu

		 		 		 	 Name:
	 	 Ming K. Chu

		 		 		 	 Title:
	 	 Vice President

					
		 		 		 	 By:
	 	 /s/ Vincent Wong

		 		 		 	 Name:
	 	 Vincent Wong

		 		 		 	 Title:
	 	 Vice President


  

 S-12 









									
	 Lender:
	 		 	 FORTIS CAPITAL CORP.

					
		 		 		 	 By:
	 	 /s/ Michele Jones

		 		 		 		 	 Michele Jones

		 		 		 		 	 Senior Vice President

					
		 		 		 	 By:
	 	 /s/ Darrell Holley

		 		 		 	 Name:
	 	 Darrell Holley

		 		 		 	 Title:
	 	 Managing Director


  

 S-13 









									
	 Lender:
	 		 	 THE ROYAL BANK OF SCOTLAND plc

					
		 		 		 	 By:
	 	 /s/ David Slye

		 		 		 	 Name:
	 	 David Slye

		 		 		 	 Title:
	 	 Vice President


  

 S-14 









									
	 Lender:
	 		 	 WELLS FARGO BANK, N.A.

					
		 		 		 	 By:
	 	 /s/ Charles D. Kirkham

		 		 		 		 	 Charles D. Kirkham

		 		 		 		 	 Vice President


  

 S-15 









									
	 Lender:
	 		 	 THE BANK OF NEW YORK

					
		 		 		 	 By:
	 	 /s/ Craig Anderson

		 		 		 		 	 Craig Anderson

		 		 		 		 	 Vice President


  

 S-16 









									
	 Lender:
	 		 	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
 HOUSTON AGENCY

					
		 		 		 	 By:
	 	 /s/ Kelton Glasscock

		 		 		 		 	 Kelton Glasscock

		 		 		 		 	 Vice President and Manager


  

 S-17 









									
	 Issuing Bank & Lender:
	 		 	 U.S. BANK NATIONAL ASSOCIATION

					
		 		 		 	 By:
	 	 /s/ Mark E. Thompson

		 		 		 		 	 Mark E. Thompson

		 		 		 		 	 Vice President


  

 S-18 









									
	 Lender:
	 		 	 COMERICA BANK

					
		 		 		 	 By:
	 	 /s/ Peter L. Sefzik

		 		 		 		 	 Peter L. Sefzik

		 		 		 		 	 Vice President


  

 S-19 









									
	 Lender:
	 		 	 UBS LOAN FINANCE LLC

					
		 		 		 	 By:
	 	 /s/ Richard L. Tavrow

		 		 		 	 Name:
	 	 Richard L. Tavrow

		 		 		 	 Title:
	 	 Director

					
		 		 		 	 By:
	 	 /s/ Irja R. Otsa

		 		 		 	 Name:
	 	 Irja R. Otsa

		 		 		 	 Title:
	 	 Associate Director


  

 S-20 









									
	 Lender:
	 		 	 KBC BANK, N.V.

					
		 		 		 	 By:
	 	  
		 		 		 	 Name:
	 	
		 		 		 	 Title:
	 	
					
		 		 		 	 By:
	 	  
		 		 		 	 Name:
	 	
		 		 		 	 Title:
	 	

  

 S-21 









									
	 Lender:
	 		 	 NATEXIS BANQUES POPULAIRES

					
		 		 		 	 By:
	 	 /s/ Louis P. Laville, III

		 		 		 		 	 Louis P. Laville, III

		 		 		 		 	 Vice President & Manager

					
		 		 		 	 By:
	 	 /s/ Daniel Payer

		 		 		 		 	 Daniel Payer

		 		 		 		 	 Vice President


  

 S-22