Exhibit 10.1
FIFTH AMENDMENT AGREEMENT
This Fifth Amendment Agreement dated as of March 24, 2003 (this
"Amendment") is among Newfield Exploration Company, a Delaware corporation (the
"Company"), the lenders listed on Annex I (the "Banks"), the terminating banks
listed on signature pages beneath the heading "Terminating Banks" (the
"Terminating Banks") and JPMorgan Chase Bank (formerly The Chase Manhattan
Bank), as Agent (the "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 lenders party thereto and the Agent as amended
by the First Amendment Agreement dated as of January 31, 2001, the Second
Amendment dated as of May 1, 2001, the Letter Agreement dated as of March 7,
2002, the Third Amendment dated as of August 22, 2002, and the Fourth Amendment
dated as of November 1, 2002 (as amended, the "Agreement") is hereby amended as
follows:
1.1 Section 1.02. Section 1.02 of the Agreement is hereby amended by
(i) deleting the definition of "Assignment" therefrom and (ii) adding the
following definitions in their appropriate alphabetical order:
"Acceptance Agreement" shall mean an acceptance agreement entered into
by a Bank increasing its Maximum Credit Amount or a new financial
institution entering this Agreement and accepted by the Agent and the
Company, in the form of Exhibit F or any other form approved by the Agent.
"Adjusted Borrowing Base for Commitment Fee Purposes" shall equal the
sum of the (a) Borrowing Base plus (b) the aggregate principal then
outstanding on the EGB Notes plus (c) the principal amount then outstanding
under the BWT Forward Sale plus (d) the Xxxx to Market Hedge Exposure.
"Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.
"Approved Fund" shall mean any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course of its business and
that is administered or managed by (a) a Bank, (b) an Affiliate of a Bank
or (c) an entity or an Affiliate of an entity that administers or manages a
Bank.
"Assignment and Assumption" shall mean an assignment and assumption
entered into by a Bank and an assignee (with the consent of any party whose
consent is required by Section 12.06, and accepted by the Agent) in the
form of Exhibit E or any other form approved by the Agent.
"EEX Indenture" shall mean the Trust Indenture, Mortgage, Assignment
of Lease and Security Agreement (1996-A) dated as of November 15, 1996
among Enserch Exploration, Inc., a Delaware corporation, The Bank of New
York, as the Indenture
Trustee, and Wilmington Trust Company, a Delaware banking corporation, and
Xxxxxx X. Xxxxxxxx, an individual, collectively, as the Grantor Trustee, as
amended by the Relevant Amendment.
"Fifth Amendment" shall mean the Fifth Amendment Agreement dated as of
March 24, 2003, among the Company, various Banks and the Agent pertaining
to this Agreement.
"Fifth Amendment Closing Date" shall mean March 24, 2003.
"Participation Agreement" shall mean the Participation Agreement
(1996-A) dated as of November 15, 1996 among Enserch Exploration, Inc., a
Delaware corporation, The Bank of New York, as the Indenture Trustee, and
Wilmington Trust Company, a Delaware banking corporation, and Xxxxxx X.
Xxxxxxxx, an individual, collectively, as the Grantor Trustee, as amended
by the Relevant Amendment
"Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.
"Relevant Amendment" shall mean the Relevant Amendment dated as of the
Relevant Date (as defined therein) among Enserch Exploration, Inc., a
Delaware corporation, The Bank of New York, as the Indenture Trustee, and
Wilmington Trust Company, a Delaware banking corporation, and Xxxxxx X.
Xxxxxxxx, an individual, collectively, as the Grantor Trustee, as amended
by the Amendment to the Relevant Amendment dated as of August 24, 2001.
Section 1.02 of the Agreement is hereby further amended by amending the
definitions of "Applicable Lending Office", "Borrowing Base" and "Maturity Date"
therein to read as follows:
"Applicable Lending Office" shall mean, for each Bank and for each Type of
Loan, the lending office of such Bank (or an Affiliate of such Bank) designated
for such Type of Loan on the signature pages of the Fifth Amendment or such
other offices of such Bank (or of an Affiliate of such Bank) as such Bank may
from time to time specify to the Agent and the Company as the office by which
its Loans of such Type are to be made and maintained.
"Borrowing Base" in effect from time to time, after the Closing Date, shall
equal the excess, if any, of (a) the Calculated Borrowing Base over (b) the sum
of (1) the aggregate principal then outstanding on all Senior Unsecured Notes
plus (2) the aggregate principal then outstanding on the EGB Notes. If at any
time after the Fifth Amendment Closing Date the Company prepays any amount owing
under the EGB Notes, the "Borrowing Base" in effect from time to time, on and
after the date of such prepayment, shall equal the excess, if any, of (a) the
Calculated Borrowing Base over (b) the sum of (1) the aggregate principal
outstanding on the Senior Unsecured Notes as of the Redetermination Date
preceding the date of such prepayment, plus (2) the aggregate principal then
outstanding (after such prepayment) on the EGB Notes.
"Maturity Date" shall mean January 23, 2005.
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1.2 Section 2.03. In Section 2.03(d) of the Agreement, clause (ii) of
such Section is hereby amended to read as follows:
(ii) no Bank's Maximum Credit Amount shall be increased without the
written consent of such Bank,
1.3 Section 2.04. The first sentence of clause (a) of Section 2.04 of
the Agreement is hereby amended to read as follows:
(a) The Company shall pay to the Agent for the account of each Bank a
Commitment Fee on the daily average unused amount of the lesser of (i) the
Aggregate Maximum Credit Amounts after adjustments resulting from reductions
pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d) and
(ii) the Adjusted Borrowing Base for Commitment Fee Purposes, as determined
from time to time, for the period from and including the Closing Date up to
but excluding the earlier of the date the Aggregate Commitments are
terminated or the Maturity Date, at a rate per annum equal to the Applicable
Margin for commitment fees in effect from time to time. Up until the Fifth
Amendment Closing Date, the Commitment Fee shall be computed as set forth in
this Agreement as in effect immediately prior to the Fifth Amendment Closing
Date. On and after the Fifth Amendment Closing Date, the Commitment Fee
shall be computed as set forth in this Agreement as amended by the Fifth
Amendment.
1.4 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 Fifth Amendment Closing Date, (ii) the effective date
of an Assignment and Assumption 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.
1.5 Section 2.08. Section 2.08 of the Agreement is hereby amended by
deleting clause (g) of such Section in its entirety and replacing clause (f) of
such Section with the following new clause (f):
(f) From the Fifth Amendment Closing Date to the first Redetermination
Date after the Fifth Amendment Closing Date (the "May 2003 Redetermination
Date"), the Calculated Borrowing Base shall be $655,000,000, reduced dollar
for dollar by the Forward Sale Deduction Amount as calculated (i) on the
Fifth Amendment Closing Date and (ii) on the first day of each month
thereafter. Each reduction of the Calculated Borrowing Base pursuant to this
Section 2.08(f) shall constitute a "redetermination" for purposes of Section
2.07(c). If at any time before the May 2003 Redetermination Date the Company
prepays all amounts owing under the BWT Forward Sale (resulting in the
Company having no further obligations under the BWT Forward Sale), the
Calculated Borrowing Base shall equal, as of the date of such prepayment
until the May 2003 Redetermination Date, $655,000,000. If the BWT Forward
Sale is still in place as of the
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May 2003 Redetermination Date, the Required Lenders shall determine in
their sole discretion at such time and thereafter the effect that the
amounts outstanding under the BWT Forward Sale and the Xxxx to Market Hedge
Exposure shall have on the Calculated Borrowing Base.
1.6 Section 4.06. Each reference to "Assignment" in Section 4.06 of the
Agreement is hereby replaced with the words "Assignment and Assumption".
1.7 Section 7.15. The phrase "this Agreement" in Section 7.15 of the
Agreement is hereby replaced with the phrase "the Fifth Amendment".
1.8 Section 9.14. In Section 9.14 of the Agreement, (i) the amount
"$450,000,000" is hereby replaced with the amount "$890,000,000" and (ii) the
date "January 1, 2001" is hereby replaced with the date "January 1, 2003".
1.9 Section 10.01. Clause (i) of Section 10.01 of the Agreement is
hereby amended to read as follows:
(i) Any Subsidiary (excluding Special Purpose Subsidiaries) takes,
suffers or permits to exist as to such Subsidiary any of the events or
conditions referred to in Sections 10(b), (e), (f), (g), or (h); provided
that the failure by EEX or any of its Subsidiaries to provide financial
statements as required under Section 11.02 of the EEX Indenture and Section
10.02 of the Participation Agreement and any related default or event of
default under the EEX Indenture or the Participation Agreement shall not
constitute an "Event of Default" under this Agreement.
1.10 Section 12.02. The phrase "on the signature pages hereof" in
Section 12.02 of the Agreement is hereby replaced with the phrase "on the
signature pages of the Fifth Amendment".
1.11 Section 12.05. Section 12.05 of the Agreement is hereby amended to
read as follows:
12.05 [reserved]
1.12 Section 12.06. Section 12.06 of the Agreement is hereby amended to
read as follows:
12.06 Successors and Assigns.
(a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that (i) the Company may not assign or
otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Bank (and any attempted assignment or transfer
by the Company without such consent shall be null and void) and (ii) no Bank
may assign or otherwise transfer its rights or obligations hereunder except
in accordance with this Section. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective
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successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Agent and the Banks)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.
(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below,
any Bank may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it) with the prior written consent (such
consent not to be unreasonably withheld) of:
(A) the Company, provided that no consent of the Company
shall be required for an assignment to a Bank, an Affiliate of a
Bank, an Approved Fund or, if an Event of Default under clause
(a), (f) or (g) of Section 10.01 has occurred and is continuing,
any other assignee; and
(B) the Agent, provided that no consent of the Agent shall
be required for an assignment of any Commitment to an assignee
that is a Bank with a Commitment immediately prior to giving
effect to such assignment.
(ii) Assignments shall be subject to the following additional
conditions:
(A) except in the case of an assignment to a Bank or an
Affiliate of a Bank or an assignment of the entire remaining
amount of the assigning Bank's Commitment or Loans, the amount of
the Commitment or Loans of the assigning Bank subject to each
such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the
Agent) shall not be less than $10,000,000 unless each of the
Company and the Agent otherwise consent, provided that no such
consent of the Company shall be required if an Event of Default
under clause (a), (f) or (g) of Section 10.01 has occurred and is
continuing;
(B) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Bank's rights and
obligations under this Agreement;
(C) the parties to each assignment shall execute and deliver
to the Agent an Assignment and Assumption, together with a
processing and recordation fee of $2,500; and
(D) the assignee, if it shall not be a Bank, shall deliver
to the Agent an Administrative Questionnaire.
(iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder
shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a
Bank under this Agreement, and the assigning Bank thereunder shall, to
the extent of
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the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Bank's rights
and obligations under this Agreement, such Bank shall cease to be a
party hereto but shall continue to be entitled to the benefits of
Sections 4.06, 5.01, 5.05 and 12.03). Any assignment or transfer by a
Bank of rights or obligations under this Agreement that does not
comply with this Section 12.06 shall be treated for purposes of this
Agreement as a sale by such Bank of a participation in such rights and
obligations in accordance with paragraph (c) of this Section.
(iv) The Agent, acting for this purpose as an agent of the
Company, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Banks, and the
Commitment of, and principal amount of the Loans and Letters of Credit
owing to, each Bank pursuant to the terms hereof from time to time
(the "Register"). The entries in the Register shall be conclusive, and
the Company, the Agent and the Banks may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Bank
hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the
Company and any Bank, at any reasonable time and from time to time
upon reasonable prior notice.
(v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Bank and an assignee, the
assignee's completed Administrative Questionnaire (unless the assignee
shall already be a Bank hereunder), the processing and recordation fee
referred to in paragraph (b) of this Section and any written consent
to such assignment required by paragraph (b) of this Section, the
Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph.
(c)(i) Any Bank may, without the consent of the Company and the
Agent, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of such Bank's rights and
obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Bank's
obligations under this Agreement shall remain unchanged, (B) such Bank
shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Company, the Agent and the
other Banks shall continue to deal solely and directly with such Bank
in connection with such Bank's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Bank sells
such a participation shall provide that such Bank shall retain the
sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Bank will not,
without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section
12.06(b) that affects such Participant. Subject to paragraph (c)(ii)
of this Section, the Company agrees that each Participant shall be
entitled to receive additional amounts under Section 5 on the same
basis as if it were a Bank and be indemnified under Section 12.03 as
if it were a Bank. Each agreement creating any
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participation must include an agreement by the participant to be bound
by the provisions of Section 12.15.
(ii) A Participant shall not be entitled to receive any greater payment
under Section 4.06 or 5.01 than the applicable Bank would have been entitled
to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant that is a corporation
organized under the laws of a jurisdiction outside the United States of
America shall not be entitled to the benefits of Section 4.06 unless the
Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Company, to comply with Section
4.06(d) as though it were a Bank.
(d) Any Bank may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations
of such Bank, including without limitation any pledge or assignment to
secure obligations to a Federal Reserve Bank, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that
no such pledge or assignment of a security interest shall release a Bank
from any of its obligations hereunder or substitute any such pledgee or
assignee for such Bank as a party hereto.
1.13 Annex I. Annex I to the Agreement is hereby replaced with Annex I
to this Amendment.
1.14 Annex II. Annex II to the Agreement is hereby replaced with Annex
II to this Amendment.
1.15 Annex III. Annex III to the Agreement is hereby replaced with
Annex III to this Amendment.
1.16 Exhibit A. Exhibit A to the Agreement is hereby replaced with
Exhibit A to this Amendment.
1.17 Exhibit E. Exhibit E to the Agreement is hereby replaced with
Exhibit E 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 Closing Requirements. The Company agrees to deliver to the Agent on
the Fifth Amendment Closing Date:
(a) A Note for each Bank dated as of the Fifth Amendment Closing Date,
duly executed by the Company;
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(b) An opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Company
substantially in the form of Exhibit B hereto; and
(c) All fees required to be paid by the Company as described in the Fee
Letter dated as of February 14, 2003.
2.3 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.
2.4 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.
2.5 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.
2.6 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 has been duly executed and delivered
by the Company, (ii) the execution, delivery and performance of this 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
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affecting the Company, and will not result in or require the creation or
imposition of any Lien prohibited by the Agreement, (iii) this 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 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 Amendment shall become effective as of the
Fifth Amendment Closing Date upon receipt by the Agent of counterparts of or
copies of signature pages of this Amendment executed by the Company, the Agent
and the Banks (or documentation satisfactory to the Agent of each party's
execution hereof).
2.11 New Banks; Terminating Banks. As of the Fifth Amendment Closing
Date, each lender listed on Annex I to this Amendment shall constitute a "Bank"
for purposes of the Agreement as amended hereby and the other Loan Documents
with a Maximum Credit Amount as specified in Annex I to this Amendment. As of
the Fifth Amendment Closing Date, each Terminating Bank shall no longer
constitute a "Bank" under the Agreement as amended hereby (with the signature
pages of the Agreement as amended hereby being deemed amended to reflect same)
and the other Loan Documents, except that the rights of each Terminating Bank
under Sections 4.06, 5.01, 5.05 and 12.03 of the Agreement shall continue with
respect to events and occurrences occurring before or concurrently with its
ceasing to be a "Bank" under the Agreement as amended hereby.
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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/ XXXXX X. XXXXXXX
------------------------------------------
Name: Xxxxx X. Xxxxxxx
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Title: Vice President & Chief Financial Officer
------------------------------------------
Address for Notices:
000 X. Xxx Xxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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AGENT:
XX XXXXXX XXXXX BANK (formerly The Chase
Manhattan Bank), as Agent
By: /s/ XXXXXX X. XXXXXXXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
-------------------------
Title: Managing Director
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Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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BANKS:
JPMORGAN CHASE BANK (formerly The Chase
Manhattan Bank)
By: /s/ XXXXXX X XXXXXXXXXXX
--------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
------------------------
Title: Managing Director
------------------------
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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BANK OF MONTREAL
By: /s/ XXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxxxx
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Title: Managing Director
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Lending Office for Base Rate Loans and Eurodollar Loans:
000 X. XxXxxxx Xxxxxx
Xxxxxxx,XX 00000
Attention: Xxxxx Xxx Xxxxxxx
Address for Notices:
000 X. XxXxxxx Xxxxxx
-------------------------------
Xxxxxxx,XX 00000
-------------------------------
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xxxxx Xxx Xxxxxxx
With a Copy to:
-------------------------------
-------------------------------
-------------------------------
Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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FLEET NATIONAL BANK
By: /s/ XXXXXXX X. XXXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
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Title: Vice President
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Lending Office for Base Rate Loans and Eurodollar Loans:
--------------------------------
--------------------------------
--------------------------------
Attention:
Address for Notices:
--------------------------------
--------------------------------
--------------------------------
Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
--------------------------------
--------------------------------
--------------------------------
Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ XXXXXXX XXXXXXXX
---------------------------------
Name: Xxxxxxx Xxxxxxxx
------------------------------------
Title: Senior Vice President
------------------------------------
Lending Office for Base Rate Loans and Eurodollar Loans:
--------------------------------
--------------------------------
--------------------------------
Attention:
Address for Notices:
--------------------------------
--------------------------------
--------------------------------
Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
--------------------------------
--------------------------------
--------------------------------
Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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WACHOVIA BANK NATIONAL ASSOCIATION
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
------------------------------------
Title: Vice President
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Lending Office for Base Rate Loans and Eurodollar Loans:
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Address for Notices:
0000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
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Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xxxxxx Xxxxxxx
With a Copy to:
-------------------------------
-------------------------------
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Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
00
XXXXX XXXX XX XXXXXXXXXX, N.A.
By: /s/ XXX XXXXX
---------------------------------
Name: Xxx Xxxxx
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Title: Vice President
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By: /s/ XXXXXXX XXXXXXXXX
---------------------------------
Name: Xxxxxxx Xxxxxxxxx
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Title: Senior Vice President
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Lending Office for Base Rate Loans and Eurodollar Loans:
-------------------------------
-------------------------------
-------------------------------
Attention:
Address for Notices:
-------------------------------
-------------------------------
-------------------------------
Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
-------------------------------
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Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
00
XXX XXXX XX XXX XXXX
By: /s/ XXXXX X. XXXXXX
---------------------------------
Name: Xxxxx X. Xxxxxx
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Title: Vice President
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Lending Office for Base Rate Loans and Eurodollar Loans:
The Bank of New York
Xxx Xxxx Xxxxxx,00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx
Address for Notices:
Same as Above
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xxxxxx Xxxxx
With a Copy to:
-------------------------------
-------------------------------
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Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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BANK OF SCOTLAND
By: /s/ XXXXXX XXXXXX
---------------------------------
Name: Xxxxxx Xxxxxx
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Title: First Vice President
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Lending Office for Base Rate Loans and Eurodollar Loans:
-------------------------------
-------------------------------
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Attention:
Address for Notices:
Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
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BANK OF AMERICA, N.A.
By: /s/ XXXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
Lending Office for Base Rate Loans and Eurodollar Loans:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx
Address for Notices:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xxxxxx Xxxxxxxxx
With a Copy to:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xxxxxxxxx Xxxxxx
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
20
WASHINGTON MUTUAL BANK, FA
By: /s/ XXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------------------
Title: Vice President
------------------------------------
Lending Office for Base Rate Loans and Eurodollar Loans:
0000 Xxxxxxxxx Xxxxxxx
Mailstop: HOU 1606
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx xx Xxxxx/Energy Lending
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
With a Copy to:
0000 Xxxxxxxxx Xxxxxxx
Mailstop: HOU 1547
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxx X. Xxxxx/Commercial Loan Servicing
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Address for Notices:
0000 Xxxxxxxxx Xxxxxxx
Mailstop: HOU 1606
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxx Xxxxxxx
Vice President/Energy Lending
Telecopier No.:000-000-0000
Telephone No.: 000-000-0000
With a Copy to:
0000 Xxxxxxxxx Xxxxxxx
Mailstop: HOU 1606
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxx
First Vice President/Energy Lending
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
21
COMERICA BANK-TEXAS
By: /s/ XXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxx
--------------------------
Title: Vice President
-------------------------
Lending Office for Base Rate Loans and
Eurodollar Loans:
Comerica Bank
X.X. Xxx 00000
Xxxxxxx, XX 00000
Attention:
Address for Notices:
Livonia Operation Center
00000 Xxx Xxxx Xx.
Xxxxxxx, XX 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xxxx Xxxxxx Xxxxxx
With a Copy to:
Comerica Bank
000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xxxxxxx Xxxxxxx
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
22
NATEXIS BANQUES POPULAIRES
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
---------------------------
Title: Vice President and Manager
---------------------------
By: /s/ XXXXX X. XXXXXXX, III
-------------------------------------
Name: Xxxxx X. Xxxxxxx, III
----------------------------------
Title: Vice President and Group Manager
----------------------------------
Lending Office for Base Rate Loans and
Eurodollar Loans:
-------------------------------
-------------------------------
-------------------------------
Attention:
Address for Notices:
-------------------------------
-------------------------------
-------------------------------
Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
-------------------------------
-------------------------------
-------------------------------
Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
23
UFJ BANK LIMITED
By: /s/ XXXXX X. XXXXXXX
-------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------
Title: Senior Vice President
----------------------
Lending Office for Base Rate Loans and
Eurodollar Loans and Address for Notices:
UFJ Bank Limited, New York Branch
00 X. 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Loan Admin. Dept.
Xxxxxxxxx Xxxx,
Telecopier No.: 212-754-2368
Telephone No.: 000-000-0000
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
24
COMPASS BANK
By: /s/ XXXX X. XXXXX
---------------------------
Name: Xxxx X. Xxxxx
------------------------
Title: SENIOR VICE PRESIDENT
-----------------------
Lending Office for Base Rate Loans and
Eurodollar Loans:
COMPASS BANK
00 XXXXXXXX XXXXX, XXXXX 0000X
XXXXXXX, XXXXX 00000
Attention: XXXXXX X. BOX
Address for Notices:
SAME
-------------------------------
-------------------------------
-------------------------------
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: XXXXXX X. BOX
With a Copy to:
N/A
-------------------------------
-------------------------------
-------------------------------
Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
00
XXXXXXXXX XXXX XX XXXXX
By: /s/ W. XXXXX XXXXXXX
----------------------------------
Name: W. Xxxxx Xxxxxxx
--------------------------------
Title: Vice President, Energy Lending
------------------------------
Lending Office for Base Rate Loans and
Eurodollar Loans:
-------------------------------
-------------------------------
-------------------------------
Attention:
Address for Notices:
-------------------------------
-------------------------------
-------------------------------
Telecopier No.:
Telephone No.:
Attention:
With a Copy to:
-------------------------------
-------------------------------
-------------------------------
Telecopier No.:
Telephone No.:
Attention:
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
26
TERMINATING BANKS:
BANK ONE, NA
By: /s/ XXXXXX X. XXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxx
------------------------------
Title: Director, Capital Markets
------------------------------
BNP PARIBAS
By: /s/ XXXXX XXXXXXXX
------------------------------
Name: Xxxxx Xxxxxxxx
------------------------------
Title: Director
------------------------------
By: /s/ XXXXX XXXXXX
------------------------------
Name: Xxxxx Xxxxxx
------------------------------
Title: Vice President
------------------------------
DEUTSCHE BANK
By: /s/ XXXXXX X. XXXXXXXXXX
------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
------------------------------
Title: Director
------------------------------
BANK OF OKLAHOMA, N.A.
By: /s/ XXX XXXXXX XXXXXXXXX
------------------------------
Name: Xxx Xxxxxx Xxxxxxxxx
------------------------------
Title: Senior Vice President
------------------------------
Signature Page
Fifth Amendment Agreement
Newfield Exploration Company
27
