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EXHIBIT 10
SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement dated as of May 1, 2001 (this "Second
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. Section 9.04 of the Credit Agreement
dated as of January 23, 2001 among the Company, various lenders (including the
Banks) and the Agent ("Agreement") is hereby amended to read as follows:
9.04 Dividends, Distributions and Redemptions. The
Company will not (i)declare or pay any dividend, (ii) purchase, redeem
or otherwise acquire for value any of its stock now or hereafter
outstanding or any warrant, option or other right to acquire any such
stock, (iii) return any capital to its stockholders, (iv) make any
distribution of its assets to its stockholders, or (v) permit any
Subsidiary to purchase, redeem or otherwise acquire any stock of the
Company now or hereafter outstanding or any warrant, option or other
right to acquire any such stock, except that the Company may (a)
declare and pay dividends with respect to its capital stock payable
solely in additional shares of its common stock and (b) declare and pay
dividends on and redeem or repurchase its common and preferred stock or
redeem or repurchase its QUIPS debentures and QUIPS; provided that for
clause (b), (1) the dollar amount of the dividends, redemptions and
repurchases in any four quarters ending on the last day of the then
current quarter does not exceed, at the time such dividends,
redemptions and repurchases are paid or made, in the aggregate 25% of
the consolidated net income of the Company and its Consolidated
Subsidiaries (other than Special Purpose Subsidiaries) for the four
quarter period ended with the quarter immediately preceding the then
current quarter, and (2) no Default has occurred and is continuing and
such payment shall not cause a Default. 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. Withholding of shares of its
common stock for withholding tax obligations in connection with
issuance of common stock to its employees shall not be subject to the
terms of this Section 9.04.
2. Miscellaneous.
2.1 Amendments, Etc. No amendment or waiver of any provision
of this Second 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 Second 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 Second 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.
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2.4 Execution in Counterparts. This Second 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 Second 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 Second Amendment has been duly executed
and delivered by the Company, (ii) the execution, delivery and performance of
this Second Amendment 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 Second Amendment 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,
regulatory body or other Person is required for the due execution, delivery and
performance of this Second Amendment 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 Second Amendment shall become
effective, as of the date first above written, when it shall have been executed
by the Company, the Agent and Banks constituting Majority Banks.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
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
Name: Terry W. Rathert
Title: Vice President & CFO
AGENT:
THE CHASE MANHATTAN BANK, as Agent
By: /s/ ROBERT C. MERTENSOTTO
Name: Robert C. Mertensotto
Title: Managing Director
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BANKS:
THE CHASE MANHATTAN BANK
By: /s/ ROBERT C. MERTENSOTTO
Robert C.
Mertensotto
Managing Director
BANK OF AMERICA, N.A.
By: /s/ JAMES V. DUCOTE
James V.
Ducote
Authorized Officer
BANK OF MONTREAL
By: /s/ JAMES B. WHITMORE
James B. Whitmore
Authorized Officer
FLEET NATIONAL BANK
By: /s/ STEPHEN J. HOFFMAN
Stephen J.
Hoffman
Authorized Officer
FIRST UNION NATIONAL BANK
By: /s/ ROBERT R. WETTEROFF
Robert R. Wetteroff
Senior Vice President
BANK ONE, NA
By: /s/ CHRISTINE MACAN
Christine Macan
Authorized Officer
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PHILIPPE SOUSTRA
Philippe Soustra
Authorized Officer
BNP PARIBAS
By: /s/ DAVID DODD
David Dodd
Authorized Officer
By: /s/ BRIAN MALONE
Brian Malone
Authorized Officer
THE SANWA BANK LIMITED
By: /s/ CLYDE REDFORD
Clyde Redford
Authorized Officer
THE BANK OF NEW YORK
By: /s/ PETER KELLER
Peter Keller
Vice President
THE FUJI BANK, LIMITED
By: /s/ MASATOSHI ABE
Masatoshi Abe
Vice President & Manager
BANKERS TRUST COMPANY
By: /s/ MARCUS M. TARKINGTON
Marcus M.
Tarkington
Director
BANK OF OKLAHOMA, N.A.
By: /s/ PAM P. SCHLOEDER
Pam P. Schloeder
Authorized Officer
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NATEXIS BANQUES POPULAIRES
By: /s/ DONOVAN C. BROUSSARD
Donovan C. Broussard
Vice President
COMERICA BANK-TEXAS
By: /s/ MS. HUMA VADGAMA
Ms. Huma Vadgama
Authorized Officer
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