EXHIBIT 2.1.2
SECOND AMENDATORY AGREEMENT
THIS SECOND AMENDATORY AGREEMENT (this "AGREEMENT") is dated September
27, 2002 but is effective as of May 29, 2002 and is by and among Newfield
Exploration Company, a Delaware corporation ("PARENT"), and EEX Corporation, a
Texas corporation ("COMPANY").
WHEREAS, the parties to this Agreement also are parties to that certain
Amended and Restated Agreement and Plan of Merger dated as of May 29, 2002 (the
"MERGER AGREEMENT");
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree, effective as of the date of this Agreement, as follows:
1. The parties hereto hereby amend the Merger Agreement to add a new
Section 7.16 as follows:
7.16 BP AREA OF MUTUAL INTEREST.
(a) Company shall use all reasonable efforts to cause BP
Exploration & Production Inc. ("BP") to amend the AMI Agreement (as
defined below) to substitute the date January 15, 2003 for the date
November 30, 2002 each time it appears in the AMI Agreement. If the AMI
Agreement has not been amended as provided in the foregoing sentence by
November 27, 2002, Parent may direct Company to, and Company shall: (i)
pursuant to Paragraph 1 of the AMI Agreement, provide written
notification to BP of its desire to revise the AMI Provisions (as defined
in the AMI Agreement) to limit the area of mutual interest depths, (ii)
enter into discussions with BP pursuant to Paragraph 2 of the AMI
Agreement, (iii) use all reasonable efforts to cause BP to agree to
definitions of the "Weld" that are substantially consistent with the
definitions agreed to by Company and Parent for purposes of the Master
Conveyance, (iv) provide Parent with regular updates on the status of,
and confer with Parent regarding, discussions with BP and (v) not agree
to any definitions of the "Weld" that are not substantially consistent
with the definitions agreed to by Company and Parent for purposes of the
Master Conveyance without the prior written consent of Parent, which
consent shall not be unreasonably withheld.
(b) Parent acknowledges that (i) Company can give no assurance
that it will obtain the agreement of BP to revise the AMI Provisions to
limit the depths of the area of mutual interest, (ii) BP and
Company may not agree to the definitions of the "Weld," which would
result in the termination of the AMI Provisions and (iii) the termination
of the AMI Provisions pursuant to the last sentence of Paragraph 2 of the
AMI Agreement shall not be deemed a Company Material Adverse Effect.
(c) For purposes of this Section 7.16, the "AMI AGREEMENT" means
that certain letter agreement by and between Company and BP dated
May 8, 2002 and agreed to by BP on May 21, 2002 as amended by that
certain letter agreement by and between Company and BP dated July 17,
2002 and agreed to and accepted by BP on July 25, 2002.
2. The parties hereto hereby amend Section 10.1(e) of the Merger
Agreement by replacing the date November 30, 2002 with the date December 31,
2002.
3. The Merger Agreement, as amended by the foregoing provisions of
this Agreement, is hereby restated in its entirety as set forth in Annex A
hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
NEWFIELD EXPLORATION COMPANY
By: /s/ DAVID A. TRICE
---------------------------
David A. Trice
President and Chief
Executive Officer
EEX CORPORATION
By: /s/ RICHARD L. EDMONSON
---------------------------
Richard L. Edmonson
Senior Vice President,
General Counsel
and Corporate Secretary
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