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FIRST AMENDMENT
TO
CREDIT AGREEMENT
among
NEWFIELD EXPLORATION COMPANY,
AS THE COMPANY,
THE CHASE MANHATTAN BANK,
AS AGENT,
AND
THE BANKS SIGNATORY HERETO
Effective as of April 1, 1997
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FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment")
executed effective as of the 1st of April, 1997 (the "Effective Date") is
among NEWFIELD EXPLORATION COMPANY, a corporation duly organized and
validly existing under the laws of the state of Delaware (the "Company");
each of the banks under the Credit Agreement (hereinafter defined)
(individually, a "Bank" and, collectively, the "Banks"); and THE CHASE
MANHATTAN BANK (formerly known as The Chase Manhattan Bank, N.A.), as agent
for the Banks under the Credit Agreement (in such capacity, together with
its successors in such capacity, the "Agent").
Recitals
A. The Company, the Agent and the Banks are parties to that certain
Credit Agreement dated as of May 20, 1996 (the "Credit Agreement"),
pursuant to which the Banks have made certain credit available to and on
behalf of the Company.
B. The Company has requested and the Agent and the Banks 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. All capitalized terms which are defined in
the Credit Agreement, but which are not defined in this First Amendment,
shall have the same meanings as defined in the Credit Agreement. Unless
otherwise indicated, all section references in this First Amendment refer
to the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.01.
(a) The definition of "Aggregate Maximum Credit Amounts" is hereby
amended to read as follows:
"Aggregate Maximum Credit Amounts" at any time shall equal
$125,000,000, as the same may be reduced pursuant to Section 2.03(b) or
increased pursuant to Section 2.03(d).
(b) The definition of "Agreement" is hereby amended to read as
follows:
"Agreement" shall mean this Credit Agreement, as amended by the
First Amendment, and as further amended from time to time.
(c) The following definitions of "First Amendment" and "First
Amendment Effective Date" are hereby added where alphabetically
appropriate:
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"First Amendment" shall mean that certain First Amendment to
Credit Agreement dated as of April 1, 1997 among the Company, the Agent and
the Banks.
"First Amendment Effective Date" shall mean the "Effective Date"
as such term is defined in the First Amendment.
(d) The definition of "Maturity Date" is hereby amended to read as
follows:
"Maturity Date" shall mean June 30, 2002.
(e) The definition of "Maximum Credit Amount" is hereby amended to
read as follows:
"Maximum Credit Amount" shall mean, as to each Bank, the amount
set forth opposite such Bank's name on Annex I under the caption "Maximum
Credit Amount", as the same may be: (i) reduced pursuant to Section 2.03
(b) hereof pro rata to each Bank based on its Percentage Share, (ii)
increased, with the consent of such Bank, pursuant to Section 2.03(d), or
(iii) modified from time to time to reflect any assignments permitted by
Section 12.06(b).
(f) The definition of "Percentage Share" is hereby amended to read as
follows:
"Percentage Share" shall mean the percentage of the Loans and
Commitments to be provided by a Bank under this Agreement as indicated on
Annex I hereto, as modified from time to time to reflect any increases in
the Aggregate Maximum Credit Amounts permitted by Section 2.03(d) or any
assignments permitted by Section 12.06(b).
(g) The definition of "Revolving Credit Termination Date" is hereby
amended to read as follows:
"Revolving Credit Termination Date" shall mean June 30, 1999.
2.2 Amendment to Section 2.03. Section 2.03(a) is hereby amended to
read as follows:
(a) The Aggregate Commitments shall at all times be equal to the
lesser of (i) the Aggregate Maximum Credit Amounts after adjustments
resulting from reductions pursuant to Section 2.03(b) or increases pursuant
to Section 2.03(d), (ii) the Borrowing Base as determined from time to time
and (iii) the Designated Borrowing Base as determined from time to time.
2.3 Amendment to Section 2.03. Section 2.03(a) is hereby amended by
adding Section 2.03(d), which reads as follows:
(d) The Company shall have the right, without the consent of the
Banks but subject to the approval of the Agent (which consent shall not be
unreasonably withheld), to effectuate from time to time an increase in the
Aggregate Maximum Credit Amounts under this Agreement by adding to this
Agreement one or more commercial banks or other financial institutions (who
shall, upon completion of the requirements stated in this Section 2.03(d),
constitute Banks hereunder), or by allowing one or more Banks to
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increase their Maximum Credit Amount hereunder, so that such added and
increased Maximum Credit Amounts(s) shall equal the increase in Aggregate
Maximum Credit Amounts effectuated pursuant to this Section 2.03(d);
provided that: (i) no increase in the Aggregate Maximum Credit Amounts
pursuant to this Section 2.03(d) shall result in the Aggregate Maximum
Credit Amounts exceeding $200,000,000 (ii) no Bank's Maximum Credit Amount
shall be increased without the consent of such Bank, and (iii) if as a
result of an increase in the Aggregate Maximum Credit Amounts pursuant to
this Section 2.03(d) the Percentage Share of any Bank is decreased and such
Bank is required to assign or have prepaid its then outstanding Eurodollar
Loans to comply with its new Percentage Share, such reallocation shall be
subject to Section 5.05. The Company shall give the Agent three (3)
Business Days' prior written notice of its intent to increase the Aggregate
Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall
specify each new commercial bank or other financial institution, if any,
the changes in amounts of Aggregate Maximum Credit Amounts that will
result, and such other information as is reasonably requested by the Agent.
Each new commercial bank or other financial institution, and each Bank
agreeing to increase its Maximum Credit Amount, shall execute and deliver
to the Agent a document satisfactory to the Agent pursuant to which it
becomes a party hereto or increases its Maximum Credit Amount, as the case
may be, which document, in the case of a new commercial bank or other
financial institution, shall (among other matters) specify the Applicable
Lending Office of such new commercial bank or other financial institution.
In addition, the Agent shall prepare and deliver to the Company and each
Bank a new Annex I reflecting the new Percentage Share of each Bank and its
Maximum Credit Amount. Finally, the Company shall execute and deliver a
Note, in substantially the form of Exhibit A, in the principal amount of
the Maximum Credit Amount of each new commercial bank or other financial
institution, or a replacement Note in the principal amount of the increased
Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit
Amount, as the case may be. The Company shall also deliver other documents
of the nature referred to in Section 6.01(a) to the Agent in such form and
substance as may be reasonably required by it. Upon execution and delivery
of the appropriate documentation and the delivery to it of its Note, such
new commercial bank or other financial institution shall constitute a
"Bank" hereunder with a Maximum Credit Amount as specified in the new Annex
I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit
Amount shall increase as specified therein, as the case may be.
2.4 Amendment to Section 9.01. Section 9.01 is hereby amended by
adding Section 9.01(i), which reads as follows:
(i) Without limitation of any other part of Section 9.01, Debt of the
Company created, incurred or assumed after the date hereof; provided that
the aggregate outstanding principal amount of such Debt shall not at any
one time outstanding exceed an amount equal to $10,000,000 minus the amount
of Debt outstanding at such time under Section 9.01(d).
Section 3. Conditions Precedent. The effectiveness of this First
Amendment is subject to the receipt by the Agent of the following documents
and satisfaction or waiver of the other conditions provided in this Section
3, each of which shall be satisfactory to the Agent in form and substance:
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3.1 Loan Documents. The Agent shall have received multiple
counterparts as requested of this First Amendment, each executed and
delivered by a duly authorized officer of each party.
3.2 No Default. No Default or Event of Default shall have occurred
and be continuing as of the Effective Date.
Section 4. Representations and Warranties; Etc. The Company hereby
affirms: (a) that as of the date of execution and delivery of this First
Amendment, all of the representations and warranties contained in the
Credit Agreement and each Loan Document are true and correct in all
material respects as though made on and as of the Effective Date; and (b)
that after giving effect to this First Amendment and to the transactions
contemplated hereby and that no Defaults exist under the Credit Agreement
or will exist under the Credit Agreement after giving effect to the
aforesaid transactions.
Section 5. Miscellaneous.
5.1 Confirmation. The provisions of the Credit Agreement (as amended
by this First Amendment) shall remain in full force and effect in
accordance with its terms following the effectiveness of this First
Amendment.
5.2 Counterparts. This First 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.
5.3 No Oral Agreement. This written First Amendment, the Credit
Agreement and the other documents executed in connection herewith and
therewith represent the final agreement between 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.
5.4 Governing Law. This First 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 New York.
(SIGNATURES BEGIN ON NEXT PAGE)
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IN WITNESS WHEREOF, the parties have caused this First Amendment to be
duly executed effective as of the date first written above.
NEWFIELD EXPLORATION COMPANY
By: /s/ TERRY W. RATHERT
Name: Terry W. Rathert
Title: VP & CFO
THE CHASE MANHATTAN BANK, as Agent
By: /s/ MARY JO WOODFORD
Name: Mary Jo Woodford
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/MARY JO WOODFORD
Name: Mary Jo Woodford
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/FRANK T. SMITH
Name: Frank T. Smith
Title: Director
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BANK OF MONTREAL
By: /s/ ROBERT L. ROBERTS
Name Robert L. Roberts
Title: Director, U.S. Corporate Banking
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By: /s/ MICHAEL J. KOLOSOWSKY
Name: Michael J. Kolosowsky
Title: Vice President
SOCIETE GENERALE
By: /s/RICHARD A. ERBERT
Name: Richard A. Erbert
Title: Vice President
FIRST NATIONAL BANK OF COMMERCE
By: /s/ DAVID R. REID
Title: Sr. Vice President
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