FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of January 31, 2001 (this
"Amendment") is among Newfield Exploration Company, a Delaware corporation
("Company"), the lenders parties hereto ("Banks") and The Chase Manhattan Bank,
as Agent ("Agent"). In consideration of the mutual covenants contained herein,
the Company, the Agent and the Banks agree as set forth herein.
1. Amendments to the Agreement. The Credit Agreement dated as of
January 23, 2001 among the Company, the Banks and the Agent ("Agreement") is
hereby amended as follows:
1.1 Section 1.01. Section 1.01 of the Agreement is hereby
amended to read as follows:
1.01 Terms Defined Above. As used in the Agreement, (i) the
terms "Agent" and "Company" shall have the meanings indicated above
and (ii) each of the parties listed on the signature pages of the
Amendment after the heading "BANKS:" therein, each other lender that
becomes a party hereto as provided in Section 12.06, Section 2.03(d)
or Section 5.06 and their successors and assigns shall individually be
a "Bank", and all such parties, such other lenders and their
successors and assigns shall collectively be the "Banks".
1.2 Section 1.02. The definition of "Aggregate Maximum Credit
Amount" is hereby amended to read as follows:
"Aggregate Maximum Credit Amounts" at any time shall equal
$425,000,000, as the same may be reduced pursuant to Section 2.03(b)
or increased pursuant to Section 2.03(d).
Section 1.02 of the Agreement is hereby further amended by adding the following
new definitions:
"Amendment" shall mean the Amendment Agreement dated as of
January 31, 2001, among the Company, various Banks and the Agent
pertaining to this Agreement.
"Second Closing Date" shall mean January 31, 2001.
1.3 Section 2.06. The first sentence of Section 2.06 of the
Agreement is hereby amended to read as follows:
2.06 Notes. The Loans made by each Bank shall be evidenced by
a single promissory note of the Company in substantially the form of
Exhibit A hereto, dated (i) the Second Closing Date, (ii) the
effective date of an Assignment pursuant to Section 12.06(b) or (iii)
the effective date of an increase of the Aggregate Maximum Credit
Amounts, payable to the order of such Bank in a principal amount equal
to its Maximum Credit Amount as in effect and otherwise duly
completed.
1.4 Signature Pages. The signature pages attached hereto as
Exhibit A shall be inserted after Signature Page - 8 and before Annex I to the
Agreement.
1.5 Annex I. Annex I to the Agreement is hereby replaced with
Annex I to this Amendment.
2. Miscellaneous.
2.1 Amendments, Etc. No amendment or waiver of any provision
of this Amendment, nor consent to any departure by the Company therefrom, shall
in any event be effective unless effected in accordance with Section 12.04 of
the Agreement.
2.2 Governing Law. This Amendment and the Agreement as amended
hereby shall be governed by and construed in accordance with the laws of the
State of New York.
2.3 Preservation. Except as specifically modified by the
terms of this Amendment, all of the terms, provisions, covenants, warranties
and agreements contained in the Agreement (including, without limitation,
exhibits thereto) or any of the other documents executed in connection with the
Agreement remain in full force and effect. Terms used herein which are not
defined herein and are defined in the Agreement, as amended hereby, are used
herein as defined in the Agreement, as amended hereby.
2.4 Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
2.5 Bank Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Amendment and to agree to the
various matters set forth herein. Each Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other Bank and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Agreement as amended hereby.
2.7 Representations. The Company hereby represents and
warrants to the Agent and the Banks that the representations and warranties
contained in Section 7 of the Agreement, as amended hereby, are true and
correct on and as of the date hereof, unless such representation or warranty
was expressly limited to an earlier date (which representation or warranty
remains true as to such earlier date) or except as such representations and
warranties are modified to give effect to transactions expressly permitted by
the Agreement, as amended hereby, or in the case of Section 7.15 of the
Agreement, changes of which the Agent has been notified..
2.8 Authority, etc. The Company hereby represents and
warrants to the Agent and the Banks that (i) this Amendment and the Notes, in
substantially the form of Exhibit A to the Agreement, payable to the order of
the respective Banks and duly executed by the Company ("New Notes") have been
duly executed and delivered by the Company, (ii) the execution, delivery and
performance of this Amendment and the New Notes and the performance of, and
consummation of the transactions contemplated by, the Agreement, as amended
hereby, are within the power of the Company, have been duly authorized by all
necessary corporate action, do not contravene (A) the charter or by-laws of the
Company, (B) any applicable rule, regulation, order, writ, injunction or
decree, or (C) law or any material contractual restriction binding on or
affecting the Company, and will not result in or require the creation or
imposition of any Lien prohibited by the Agreement, (iii) this Amendment, the
New Notes and the Agreement, as amended hereby, constitute legal, valid and
binding obligations of the Company enforceable against the Company in
accordance with their respective terms, except as such enforceability may be
limited by any applicable bankruptcy, reorganization, insolvency, moratorium or
similar law affecting creditors' rights generally, and (iv) no authorization,
consent, license or approval of, or other action by, and no notice to or filing
with, any governmental authority,
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regulatory body or other Person is required for the due execution, delivery and
performance of this Amendment and the New Notes or the performance of the
Agreement, as amended hereby, or for the consummation of the transactions
contemplated thereby.
2.9 Default. Without limiting any other event which may
constitute an Event of Default, in the event any representation or warranty set
forth herein shall be untrue in any material respect when made, such event
shall constitute an "Event of Default" under the Agreement, as amended hereby.
2.10 Effectiveness. This Amendment shall become effective, as
of the date first above written, when it shall have been executed by the
Company, the Agent and the Banks.
2.11 Loans. On January 31, 2001, the Company will repay all
outstanding Loans and borrow new Loans in the aggregate principal amount of
$275,000,000.00 ratably from the Banks, which Loans shall be Eurodollar Loans
with an Interest Period commencing on January 31, 2001 and expiring on February
14, 2001.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
COMPANY:
NEWFIELD EXPLORATION COMPANY
By: /s/ TERRY W. RATHERT
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Name: Terry W. Rathert
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Title: Chief Financial Officer
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AGENT:
THE CHASE MANHATTAN BANK, as Agent
By: /s/ RUSSELL A. JOHNSON
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Name: Russell A. Johnson
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Title: Vice President
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BANKS:
THE CHASE MANHATTAN BANK
By: /s/ RUSSELL A. JOHNSON
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Authorized Officer
BANK OF AMERICA, NATIONAL ASSOCIATION
By: /s/ RONALD E. MCKAIG
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Authorized Officer
BANK OF MONTREAL
By: /s/ MELISSA A BAUMAN
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Authorized Officer
FLEET NATIONAL BANK
By: /s/ STEPHEN J. HOFFMAN
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Authorized Officer
FIRST UNION NATIONAL BANK
By: /s/ ROBERT R. WETTEROFF
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Authorized Officer
BANK ONE, NA
By: /s/ CHRISTINE M. MACAN
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Authorized Officer
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PHILLIPPE SOUSTRA
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Authorized Officer
BNP PARIBAS
By: /s/ MARIAN LIVINGSTON
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Authorized Officer
THE SANWA BANK LIMITED
By: /s/ CLYDE REDFORD
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Authorized Officer
THE BANK OF NEW YORK
By: /s/ PETER W. KELLER
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Authorized Officer
THE FUJI BANK, LIMITED
By: /s/ MASATOSHI ABE
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Authorized Officer
DEUTSCHE BANK
By: /s/ MARCUS M. TARKINGTON
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Authorized Officer
BANK OF OKLAHOMA
By: /s/ TERRY D. BLAIN
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Authorized Officer
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NATEXIS BANQUE POPULAIRES
By: /s/ DONOVAN C. BROUSSARD
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Authorized Officer
COMERICA BANK
By: /s/ MARTIN W. WILSON
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Authorized Officer
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ANNEX I
MAXIMUM CREDIT AMOUNTS
Percentage Maximum
Name of Bank Share Credit Amounts
- ------------ ---------- --------------
The Chase Manhattan Bank 8.470588 $ 36,000,000
Bank of America, National
Association 8.470588 $ 36,000,000
Bank of Montreal 8.470588 $ 36,000,000
Fleet National Bank 8.235294 $ 35,000,000
First Union National Bank 8.235294 $ 35,000,000
Bank One, NA 8.235294 $ 35,000,000
Credit Lyonnais New York
Branch 8.235294 $ 35,000,000
BNP Paribas 7.058824 $ 30,000,000
The Sanwa Bank Limited 4.941176 $ 21,000,000
The Bank of New York 4.941176 $ 21,000,000
The Fuji Bank, Limited 4.941176 $ 21,000,000
Deutsche Bank 4.941176 $ 21,000,000
Bank of Oklahoma 4.941176 $ 21,000,000
NATEXIS Banques Populaires 4.941176 $ 21,000,000
Comerica Bank 4.941176 $ 21,000,000
------------ ------------
Total 100% $425,000,000
EXHIBIT A
PNB PARIBAS
By: /s/ MARIAN LIVINGSTON
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Name: Marian Livingston
Title: Vice President
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 9
THE SANWA BANK LIMITED
By: /s/ CLYDE L. REDFORD
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Name: Clyde L. Redford
Title: Vice President
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 10
THE BANK OF NEW YORK
By: /s/ PETER W. KELLER
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Name: Peter W. Keller
Title: Vice President
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 11
THE FUJI BANK, LIMITED
By: /s/ MASATOSHI ABE
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Name: Masatoshi Abe
Title: Vice President and Manager
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 12
DEUTSCHE BANK
By: /s/ MARCUS M. TARKINGTON
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Name: Marcus M. Tarkington
Title: Director
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 13
BANK OF OKLAHOMA
By: /s/ CHRIS L. AMBURGY
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Name: Chris L. Amburgy
Title: Vice President
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 14
NATEXIS BANQUES POPULAIRES
By: /s/ DONOVAN C. BROUSSARD
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Name: Donovan C. Broussard
Title: Vice President
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 15
COMERICA BANK
By: /s/ MARTIN W. WILSON
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Name: Martin W. Wilson
Title: Vice President
Lending Office for Base Rate Loans and Eurodollar
Loans:
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Attention:
Address for Notices:
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Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
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Telecopier No.:
Telephone No.:
Attention:
Signature Page - 16