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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") dated as of August 6, 1999 is among: NEWFIELD EXPLORATION
COMPANY, a corporation formed under the laws of the State of Delaware (the
"Company"); each of the lenders that is a signatory hereto; and CHASE BANK OF
TEXAS, NATIONAL ASSOCIATION (in its individual capacity, "Chase"), as agent
for the Banks (in such capacity, together with its successors in such
capacity, the "Agent").
R E C I T A L S
A. The Company, the Agent, and the Banks (as defined in the Credit
Agreement as hereafter defined) have entered into that certain Amended and
Restated Credit Agreement dated as of October 9, 1997 as amended by the First
Amendment to Amended and Restated Credit Agreement dated as of August 20,
1998 (as amended, the "Credit Agreement"), pursuant to which the Banks have
agreed to make certain loans and extensions of credit to the Company upon the
terms and conditions as provided therein; and
B. The Company, the Agent, and the Banks now desire to make certain
amendments to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements
herein expressed, the parties hereto now agree as follows:
1. All capitalized terms used in this Amendment and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. Section 1.02 of the Credit Agreement is hereby supplemented, where
alphabetically appropriate, with the addition of the following definitions:
"QUIPS" shall mean the 6.50% Cumulative Quarterly Income
Convertible Preferred Securities, Series A issued or to be issued
by the QUIPS Trust for an aggregate liquidation preference
amount not to exceed $144,000,000.
"QUIPS Debentures" shall mean the 6.50% Junior Subordinated
Convertible Debentures, Series A due 2029 issued by the Company
to the QUIPS Trust in an aggregate principal amount not to
exceed $149,000,000.
"QUIPS Guaranty" shall mean the Company's guarantee of the
payment of the distributions on and redemption of the QUIPS.
"QUIPS Trust" shall mean Newfield Financial Trust I, a
Delaware business trust and Subsidiary of the Company.
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"Second Amendment" shall mean that certain Second Amendment
to Amended and Restated Credit Agreement dated as of August 6,
1999, among the Company, the Banks and the Agent.
3. Section 9.01 of the Credit Agreement is hereby amended by adding
the following clause (l):
"(l) The QUIPS Debentures, the QUIPS and the QUIPS Guaranty."
4. Section 9.04 of the Credit Agreement is hereby amended by adding the
following sentence:
"Payment of interest on the QUIPS Debentures and payment of
distributions on the QUIPS shall not be subject to the terms
of this Section 9.04."
5. The Credit Agreement is hereby amended by adding the following
Section:
"9.22 QUIPS. The Company and its Subsidiaries will not
modify or amend the terms of the indenture under which the QUIPS
Debentures are issued and any related documents without the
consent of the Majority Banks, if the effect of such modification
or amendment would be to shorten the maturity to less than August
13, 2009 on any QUIPS Debentures, increase the aggregate principal
amount of the QUIPS Debentures above $149,000,000, increase the
rate of interest on any QUIPS Debenture or change the method of
calculating interest so as to effectively increase the rate of
interest on any QUIPS Debenture, change any of the provisions of
subordination, the covenants and events of default and any of
the definitions used in or relating thereto, or any other
provisions which would detrimentally effect the rights of the
Banks. The Company and its Subsidiaries will not modify or
amend the terms of the QUIPS or the QUIPS Trust and any related
documents, including without limitation, the QUIPS Guaranty,
without the consent of the Majority Banks, if the effect of
such modification or amendment would be to shorten the maturity
to less than August 13, 2009 on any QUIPS, issue additional QUIPS
above $144,000,000 in the aggregate for the liquidation preference
amount for all QUIPS outstanding, increase the distribution rate
on any QUIPS or change the method of calculating the distribution
rate so as to effectively increase the distribution rate on any
QUIPS, change any of the provisions of subordination, the
covenants and events of default and any of the definitions used
in or relating thereto, or any other provisions which would
detrimentally effect the rights of the Banks."
6. This Amendment shall become binding on the Banks when, and only
when, the Agent shall have received or have been satisfied with each of the
following in form and substance satisfactory to the Agent or its counsel:
(a) counterparts of this Amendment executed by the Company
and the Majority Banks; and
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(b) the terms and provisions of the QUIPS Trust, the QUIPS,
the QUIPS Debentures (including the indentures under which they
are issued) and the QUIPS Guaranty as of the date of their
effectiveness will not be materially more detrimental to the
Banks than as set forth in the Prospectus of the Company dated
September 4, 1998 as supplemented by the Prospectus Supplement
dated August 6, 1999.
7. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the Loan
Documents shall remain in full force and effect in accordance with its terms.
8. The Company hereby reaffirms that as of the date of this Amendment,
the representations and warranties contained in Article VII of the Credit
Agreement are true and correct on the date hereof as though made on and as of
the date of this Amendment, except as such representations and warranties are
expressly limited to an earlier date.
9. THIS 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.
10. This Amendment may be executed in two or more counterparts, and it
shall not be necessary that the signatures of all parties hereto be contained
on any one counterpart hereof; each counterpart shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Delivery of an executed signature page of this Amendment by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of date first above written.
NEWFIELD EXPLORATION COMPANY
By: /s/ TERRY W. RATHERT
Name: Terry W. Rathert
Title: Vice President
Planning and Administration
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
individually and as Agent
By: /s/ RUSSELL A. JOHNSON
Name: Russell A. Johnson
Title: Vice President
BANK OF MONTREAL
By: /s/ MELISSA BAUMAN
Name: Melissa Bauman
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PHILIPPE SOUSTRA
Name: Philippe Soustra
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By: /s/ ROBERT R. WETTEROFF
Name: Robert R. Wetteroff
Title: Senior Vice President
BANK OF AMERICA, N.A., formerly
NationsBank, N.A.
By: /s/ JAMES V. DUCOTE
Name: James V. Ducote
Title: Vice President
SOCIETE GENERALE
SOUTHWEST AGENCY
By: /s/ PAUL E. CORNELL
Name: Paul E. Cornell
Title: Managing Director
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BANKBOSTON, N.A.
By: /s/ TERRENCE RONAN
Name: Terrence Ronan
Title: Director
HIBERNIA NATIONAL BANK
By: /s/ DAVID R. REID
Name: David R. Reid
Title: Senior Vice President
BANK ONE, TEXAS, NA
By: /s/ THOMAS OKAMOTO
Name: Thomas Okamoto
Title: Vice President