1
EXHIBIT 10.8.2
SECOND AMENDMENT
TO
CREDIT AGREEMENT
AMONG
NEWFIELD EXPLORATION COMPANY,
AS THE COMPANY,
THE CHASE MANHATTAN BANK,
AS AGENT,
AND
THE BANKS SIGNATORY HERETO
EFFECTIVE AS OF MAY 2, 1997
2
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment")
executed effective as of the 2nd of May 1997 (the "Effective Date") is among
NEWFIELD EXPLORATION COMPANY, a corporation duly organized and validly existing
under the laws of the state of Delaware (the "Company"); each of the banks
under the Credit Agreement (hereinafter defined) (individually, a "Bank" and,
collectively, the "Banks"); and THE CHASE MANHATTAN BANK (formerly known as The
Chase Manhattan Bank, N.A.), as agent for the Banks under the Credit Agreement
(in such capacity, together with its successors in such capacity, the "Agent").
RECITALS
A. The Company, the Agent and the Banks are parties to that
certain Credit Agreement dated as of May 20, 1996, as amended by that certain
First Amendment to Credit Agreement dated as of April 1, 1997 (the "Credit
Agreement"), pursuant to which the Banks have made certain credit available to
and on behalf of the Company.
B. The Company has requested and the Agent and the Banks have
agreed to amend certain provisions of the Credit Agreement.
C. NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Defined Terms. All capitalized terms which are
defined in the Credit Agreement, but which are not defined in this Second
Amendment, shall have the same meanings as defined in the Credit Agreement.
Unless otherwise indicated, all section references in this Second Amendment
refer to the Credit Agreement.
Section 2. Amendments to Credit Agreement.
2.1 Amendments to Section 1.01.
(a) The definition of "Agreement" is hereby amended to read as
follows:
"Agreement" shall mean this Credit Agreement, as amended by
the First Amendment, as amended by the Second Amendment, and as
further amended from time to time.
(b) The following definitions of "Second Amendment" and "Second
Amendment Effective Date" are hereby added where alphabetically appropriate:
"Second Amendment" shall mean that certain Second Amendment to
Credit Agreement dated as of May 2, 1997 among the Company, the Agent
and the Banks.
"Second Amendment Effective Date" shall mean the "Effective
Date" as such term is defined in the Second Amendment.
3
2.2 Amendment to Section 9.03. Section 9.03 is hereby amended to
delete Section 9.03(j) and add the following new Section 9.03(j) which reads in
its entirety as follows:
(j) equity investments in the aggregate not to exceed
$10,000,000 in Special Purpose Subsidiaries; and investments, loans or
advances by the Company or any of its Subsidiaries in or to any of its
Subsidiaries which are not Special Purpose Subsidiaries for investment
by such Person in either direct interests in Oil and Gas Properties or
in Persons owning Oil and Gas Properties;
2.3 Amendment to Schedule 7.14. Schedule 7.14 is hereby deleted
in its entirety and the revised Schedule 7.14 dated as of the Second Amendment
Effective Date (attached hereto) is hereby inserted in lieu thereof.
Section 3. Consent. The Company, on or after the Second
Amendment Effective Date, is creating Newfield International Inc., a Bahamian
company, Newfield Offshore Inc., a Bahamian company, and Newfield Asia Inc., a
Bahamian company, for the purposes of (a) acquiring Oil and Gas Properties
located in jurisdictions outside of the United States and (b) acquiring Persons
owning Oil and Gas Properties located in jurisdictions outside of the United
States. The Agent and the Banks hereby consent to the creation of such
Subsidiaries and the acquisition of such Persons and their respective
Subsidiaries which are described in Schedule 7.14 pursuant to Section 9.18 of
the Credit Agreement.
The foregoing waiver is granted to the extent and only to the extent
necessary to permit the creation and/or acquisitions described in this Section
3; and nothing in the forgoing consent shall be deemed to be constitute a
waiver of compliance by the Company or any of its Subsidiaries of any other
term, condition, agreement or covenant contained in the Credit Agreement or any
Loan Document.
Section 4. Conditions Precedent. The effectiveness of this
Second Amendment is subject to the receipt by the Agent of the following
documents and satisfaction or waiver of the other conditions provided in this
Section 4, each of which shall be satisfactory to the Agent in form and
substance:
4.1 Loan Documents. The Agent shall have received multiple
counterparts as requested of this Second Amendment, each executed and delivered
by a duly authorized officer of each party.
4.2 No Default. No Default or Event of Default shall have
occurred and be continuing as of the Effective Date.
Section 5. Representations and Warranties; Etc. The Company
hereby affirms: (a) that as of the date of execution and delivery of this
Second Amendment, all of the representations and warranties contained in the
Credit Agreement and each Loan Document are true and correct in all material
respects as though made on and as of the Effective Date; and (b) that after
giving effect to this Second Amendment and to the transactions contemplated
hereby and that no Defaults exist under the Credit Agreement or will exist
under the Credit Agreement after giving effect to the aforesaid transactions.
-2-
4
Section 6. Miscellaneous.
6.1 Confirmation. The provisions of the Credit Agreement (as
amended by this Second Amendment) shall remain in full force and effect in
accordance with its terms following the effectiveness of this Second Amendment.
6.2 Counterparts. This Second Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts, and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.
6.3 No Oral Agreement. THIS WRITTEN SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
6.4 GOVERNING LAW. THIS SECOND 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.
[SIGNATURES BEGIN NEXT PAGE]
-3-
5
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed effective as of the date first written above.
NEWFIELD EXPLORATION COMPANY
By: /s/XXXXX X. XXXXXXX
---------------------------------------
Xxxxx X. Xxxxxxx
Vice President and
Chief Financial Officer
THE CHASE MANHATTAN BANK, as Agent
By: /s/XXXXX X. XXXX
---------------------------------------
Xxxxx X. Xxxx
Vice President
THE CHASE MANHATTAN BANK
By: /s/XXXXX X. XXXX
---------------------------------------
Xxxxx X. Xxxx
Vice President
BANK BOSTON, N.A., F/K/A
THE FIRST NATIONAL BANK OF BOSTON
By: /s/XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
Managing Director
-4-
6
BANK OF MONTREAL
By: /s/XXXXXX X. XXXXXXX
---------------------------------------
Xxxxxx X. Xxxxxxx
Director, U.S. Corporate Banking
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
By: /s/XXXXXXX X. XXXXXXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxxxxxx
Vice President
SOCIETE GENERALE
By: /s/XXXXXXX X. XXXXXX
---------------------------------------
Xxxxxxx X. Xxxxxx
Vice President
FIRST NATIONAL BANK OF COMMERCE
By: /s/XXXXX X. XXXX
---------------------------------------
Xxxxx X. Xxxx
Senior Vice President
-5-
