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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") dated as of August 20, 1998 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 THE CHASE
MANHATTAN BANK (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 (the "Credit Agree-
ment"), 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. The definitions "Aggregate Maximum Credit Amounts," "Chase" and
"Principal Office" in Section 1.02 of the Credit Agreement are hereby amended
to read as follows:
"Aggregate Maximum Credit Amounts" at any time shall equal
$225,000,000, as the same may be reduced pursuant to Section 2.03(b) or
increased pursuant to Section 2.03(d).
"Chase" shall mean Chase Bank of Texas, National Association.
"Principal Office" shall mean the principal office of the Agent,
presently located at 712 Main Street, Houston, Texas 77002 or such
other location as designated by the Agent from time to time.
3. The table in the definition "Applicable Margin" in Section 1.02 of
the Credit Agreement is hereby amended to read as follows:
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Borrowing Base Greater than 30%
Utilization Less than or but less than or
Percentage equal to 30% equal to 60% Greater than 60%
- -------------- ------------ ---------------- ----------------
Eurodollar I II I II I II
.45% .5625% .625% .75% .975% 1.125%
Base Rate 0.00% 0.00% 0.00%
4. Section 1.02 of the Credit Agreement is hereby supplemented, where
alphabetically appropriate, with the addition of the following definitions:
"First Amendment" shall mean that certain First Amendment to
Amended and Restated Credit Agreement dated as of August 20, 1998,
among the Company, the Banks and the Agent.
5. Section 2.03(d) is hereby amended by changing $200,000,000 to
$250,000,000.
6. The table in Section 2.04(a) of the Credit Agreement is hereby
amended to read as follows:
Borrowing Base Greater than 30%
Utilization Less than or but less than or
Percentage equal to 30% equal to 60% Greater than 60%
- -------------- ------------ ---------------- ----------------
Commitment Fee 0.225% 0.275% 0.325%
Unavailable Fee 0.125% 0.125% 0.125%
7. The last sentence of Section 2.08(a) is amended to read as
follows:
"During the period from and after the date of the First Amendment
until the next Redetermination Date, the amount of the Calculated Borrowing
Base shall be $300,000,000."
8. Section 9.01 of the Credit Agreement is hereby amended by adding
the following clause (k):
"(k) Debt (as defined in clause (h) under the definition of
Debt) created by the KCS Production Payments as defined in Section
1.04 of the Purchase and Sale
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Agreement between Hall-Houston Oil Company and Newfield Exploration
Company dated August 11, 1998 covering the Property described on
Schedule 9.01(k) to the First Amendment."
9. Section 9.02 of the Credit Agreement is hereby amended by adding
the following clause (f):
"(f) Liens arising pursuant to the production payments
permitted by Section 9.01(k) and related mortgages and security
agreements covering the same Property covered by such production
payments."
10. Section 9.15 is hereby amended to read as follows:
"9.15 Sale of Oil and Gas Properties. Except for
Hydrocarbons sold in the ordinary course of business as and when
produced, the Company will not sell, assign, transfer, farm-out or
convey ("Transfer") any interest in any of its Oil and Gas
Properties in any calendar year in excess of $25,000,000 in the
aggregate as such value is determined by the most recent December
31, Reserve Report, using a 10% discount rate and giving effect to
production prior to the effective date of the Transfer, without
the prior written consent of Majority Banks, which consent will
not be unreasonably withheld."
11. Section 9.20 is hereby amended by inserting the following clause
at the end of the sentence and before the period:
", except for the documents creating the Liens permitted by
Section 9.02(f), but such restrictions shall apply only to the
Properties covered by the Liens."
12. Pursuant to Section 11.08 of the Credit Agreement, The Chase
Manhattan Bank hereby resigns as Agent and the Majority Banks hereby appoint
Chase Bank of Texas, National Association as Agent, effective as of the date
of this Amendment. In Section 11.04 all references to The Chase Manhattan Bank
shall henceforth be deemed to refer to Chase Bank of Texas, National
Association.
13. Section 12.04(a) is hereby amended by changing $200,000,000 to
$250,000,000.
14. The existing Annex 1 is hereby replaced with the Annex 1 attached
to this Amendment.
15. (a) On the terms and conditions set forth in this section,
effective on and as of the date of this Amendment ("Assignment Date"), the
Banks that are a party to the Credit Agreement before the date of this
Amendment (each an "Assignor") hereby sell, assign and transfer to the Banks
listed on Annex 1 hereto (each an "Assignee"), and the Assignees hereby
purchase and assume on a prorata basis based on the Percentage Shares set
forth on Annex 1 attached hereto from the Assignors, all of the rights and
obligations of the Assignors (each in its capacity as a "Bank") under the
Credit Agreement and the other Loan Documents in respect of the Maximum Credit
Amount of
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the Assignors, including, without limitation, any obligation to participate
pro rata in any LC Exposure, and to make Loans under the Maximum Credit Amount
and any right to receive payments for the Loans outstanding under the Maximum
Credit Amount assigned hereby ("Assigned Interest") plus the interest and fees
which will accrue from and after the Assignment Date. Such sale, assignment
and transfer is without recourse and, except as expressly provided in this
Agreement, without representation or warranty.
(b) Each Assignee agrees that such Assignee will, from and after the
Assignment Date, perform all of the obligations of the Assignor in respect of
its Percentage Share of the Assigned Interest. From and after the Assignment
Date: (a) each Assignor shall be released from its obligations in respect of
the Assigned Interest, and (b) each Assignee shall be entitled to all of the
Assignors' rights, powers and privileges under the Credit Agreement and the
other Loan Documents in respect of such Assignee's Percentage Share of the
Assigned Interest.
(c) On the Assignment Date each Assignee shall make such payments to
the Agent as the Agent directs so that the Banks listed on Annex 1 hereto
shall share in the outstanding Loans in proportion to their Percentage Shares.
(d) The Assignors and the Assignees agree that (i) each Assignor shall
be entitled to any payments of principal with respect to its share of the
Assigned Interest made prior to the Assignment Date, together with any
interest and fees with respect to its share of the Assigned Interest accrued
prior to the Assignment Date, (ii) each Assignee shall be entitled to any
payments of principal with respect to its share of the Assigned Interest
made from and after the Assignment Date, together with any and all interest
and fees with respect to its share of the Assigned Interest accruing from and
after the Assignment Date, and (iii) the Agent is authorized and instructed
to allocate payments received by it for account of each Assignor and Assignee
as provided in the foregoing clauses. Each party hereto agrees that it will
hold any interest, fees or other amounts that it may receive to which the
other party hereto shall be entitled pursuant to the preceding sentence for
account of such other party and pay, in like money and funds, any such
amounts that it may receive to such other party promptly upon receipt.
(e) Each Assignee (i) represents and warrants that it is legally
authorized to enter into this Amendment; (ii) confirms that it has received a
copy of the Credit Agreement, together with copies of the financial statements
referred to in Section 6.01, or if later, the most recent financial statements
delivered pursuant to Section 8.01 thereof, and such other documents and
information as it has deemed appropriate to make its own credit analysis;
(iii) agrees 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 Credit Agreement; (iv) appoints and authorizes
the Agent to take such action as Agent on its behalf and to exercise such
powers under the Credit Agreement as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (v)
agrees that it will be bound by the provisions of the Credit Agreement and
will perform in accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Bank and
hereby makes the Bank representations set forth in Section 4.06(d) of the
Credit Agreement; and (vi) if the Assignee is organized under the laws of a
jurisdiction outside the United States, shall send to the Agent and the
Company the forms prescribed by the
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Internal Revenue Service of the United States and required pursuant to
Section 4.06(d) of the Credit Agreement certifying as to the Assignee's
exemption from United States withholding taxes with respect to all payments to
be made to the Assignee under the Credit Agreement or such other documents as
are necessary to indicate that all such payments are subject to such tax at a
rate reduced by an applicable tax treaty.
16. The Banks hereby appoint Bank of Montreal, First Union National
Bank and Societe Generale, Southwest Agency as Co-Agents. The Banks and the
Company agree that the Co-Agents shall have no duties or obligations in the
capacity of Co-Agents.
17. This Amendment shall become binding on the Banks when, and only
when, the Agent shall have received 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 Banks;
(b) receipt by the Agent of the fees required for this
Amendment;
(c) the Company shall have issued new Notes to the extent
necessary to reflect the Maximum Credit Amounts set forth on the new
Annex 1; and
(d) a Secretary's Certificate certifying the corporate
resolutions of the Company authorizing the increase in the Aggregate
Maximum Credit Amounts.
18. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the Credit
Agreement shall remain in full force and effect in accordance with its terms.
19. 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.
20. 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.
21. 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
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THE CHASE MANHATTAN BANK,
as resigning Agent
By: /s/ MARY JO WOODFORD
----------------------------------
Name: Mary Jo Woodford
Title: Vice President
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
individually and as successor Agent
By: /s/ RUSSELL A. JOHNSON
----------------------------------
Name: Russell A. Johnson
Title: Vice President
Lending Office for Base Rate and
Eurodollar Loans (Borrowing Notification,
Rate Setting Information and Relationship
Manager Information):
600 Travis, 20th Floor
Houston, Texas 77002
Telecopier No.: (713) 216-4147
Telephone No.: (713) 216-8882
Attention: Robert Mertensotto
Notices for Receipt and Payment of Funds:
Loan Syndication Services
1111 Fannin, 9th Floor MS 46
Houston, Texas 77002
Telecopier No.: (713) 750-3810
Telephone No.: (713) 750-2784
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BANK OF MONTREAL
By: /s/ MELISSA BAUMAN
--------------------------------
Name: Melissa Bauman
Title: Director
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ XAVIER RATOUIS
--------------------------------
Name: Xavier Ratouis
Title: Senior Vice President
FIRST UNION NATIONAL BANK
By: /s/ ROBERT R. WETTEROFF
--------------------------------
Name: Robert R. Wetteroff
Title: Senior Vice President
NATIONSBANK, N.A.
By: /s/ JAMES R. ALLRED
--------------------------------
Name: James R. Allred
Title: Senior Vice President
SOCIETE GENERALE
SOUTHWEST AGENCY
By: /s/ MARK A. COX
----------------------------------
Name: Mark A. Cox
Title: Director
Head of Houston Office
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BANKBOSTON, N.A.
By: /s/ TERRENCE RONAN
----------------------------------
Name: Terrence Ronan
Title: Director
FIRST NATIONAL BANK OF COMMERCE
By: /s/ DAVID R. REID
----------------------------------
Name: David R. Reid
Title: Senior Vice President
HIBERNIA NATIONAL BANK
By: /s/ TRUDY W. NELSON
----------------------------------
Name: Trudy W. Nelson
Title: Vice President
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