exv10w21w2






Exhibit 10.21.2




AMENDMENT TO

RESOLUTION OF MEMBERS ESTABLISHING

PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS

OF SERIES “A” PREFERRED SHARES OF

NEWFIELD CHINA, LDC




     This Amendment is entered into by and between Newfield China, LDC (the “Company”), Newfield
Global Inc. (“Newfield Global”), Newfield Asia Inc. (“Newfield Asia” and, together with Newfield
Global, “Newfield Shareholders”) and Huffco International, L.L.C. (the “Preferred Shareholder”)
effective the 12th day of September, 2007 (the “Effective Date”). All capitalized terms, not
otherwise defined herein shall have the meaning ascribed to such terms in the Resolution of Members
Establishing Preferences,
Limitations and Relative Rights (the “Resolution”) of Series “A” Preferred
Shares of the Company.



     WHEREAS, the Resolution provides that if the Company derives Net Profits from the sale or
disposition of Subject Hydrocarbons in any month, the Company shall declare, and the Preferred
Shareholder shall be entitled to receive, on or before the twentieth day of the following month, in
preference to the holders of any other class or series of shares of the Company, a Preferred
Dividend equal to 10% of Net Profits for the month multiplied by a fraction, the numerator of which
is the number of Preferred Shares held by such Preferred Shareholder on the Record Date and the
denominator of which is the total number of Preferred Shares issued and outstanding on the Record
Date;



     WHEREAS, the Company is the owner of an undivided 35% interest in the rights, privileges,
duties and obligations (“Foreign Contractor Interests”) under that certain Petroleum Contract (the
“Petroleum Contract”) dated January 23, 1996 among the China National Offshore Corporation
(“CNOOC”), an agency of the government of the Peoples Republic of China, as one part, and
Kerr-McGee China Petroleum LTD. (“Kerr-McGee China”) and the Company as the other part;



     WHEREAS, the Petroleum Contract covers Contract Area 05/36 in the Gulf of Bohai, Peoples
Republic of China;



     WHEREAS, the Company’s Foreign Contractor Interest share of Hydrocarbons produced and saved
from Contract Area 05/36 constitutes Subject Hydrocarbons;



     WHEREAS, Kerr-McGee China and Sino-American Energy Corporation (“Sino-American”) are also
owners of Foreign Contractor Interests in Contract Area 05/36;



     WHEREAS, Kerr-McGee China and Sino-American are the owners of Foreign Contractor Interests in
Contract Area 04/36, which adjoins Contract Area 05/36;



     WHEREAS, on or about May 27, 2005 Kerr-McGee China, the Company, Sino-American and CNOOC
entered into the Agreement for the Unitized Development (the “Unit Agreement”) of CFD 11-6, CFD
12-1 and CFD 12-1 South Oil Field Unit (the “Unit Area”)



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to exploit Hydrocarbon deposits located in both Contract Area 04/36 and Contract Area 05/36;




     WHEREAS, the Company and Kerr-McGee China have entered into that certain Agency Agreement
dated June 30th, 2006 (the “Agency Agreement”), pursuant to which, among other things, Kerr-McGee
China, on behalf of itself and Newfield, executes and delivers agreements for the sale or exchange
of crude oil produced from the Unit Area (including the Company’s Foreign Contractor Interest share
of crude oil produced from the Unit Area) upon terms that take into consideration: (1) the specific
economic factors of each negotiated crude oil sales agreement, (2) the commercial practices then
prevailing in the world crude oil markets, (3) the terms and conditions in any applicable lifting
agreement, including without limitation, cargo quantities, demurrage, vessel nomination procedures,
quality and quantity determinations, force majeure and transfer of title and risk of loss, and (4)
other terms and conditions which Kerr-McGee China as marketing agent to the Company may deem
necessary or appropriate under the circumstances;



     WHEREAS, pursuant to the terms of the Agency Agreement, the Company’s Foreign Contractor
Interest share of crude oil produced from the Unit Area is blended with other crude oil of
differing quality, a circumstance not anticipated by the Company when the definitions and
methodologies to determine Net Profits were set forth in the Resolution;



     WHEREAS, Company, the Newfield Shareholders and Preferred Shareholder desire to address the
matters described above and certain other matters through an amendment of the Resolution.



     NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration in
hand paid by each party hereto to the other, Company, Newfield Shareholders and Preferred
Shareholder hereby agree to amend the Resolution as follows:




1. The definition of “Costs” currently set forth in the Resolution is deleted and replaced
with the following:




     “Costs” means, for each month, beginning with the Effective Date, (i) Excess Costs
as of the end of the preceding month, plus (ii) the following costs incurred during
such month:




     (a) All costs (without duplication) incurred by the Company, under the
Participation Agreement, the Operating Agreement, the Petroleum Contract or the Agency
Agreement with respect to Petroleum Operations, including without limitation costs of
bonuses and royalties, but specifically excluding amounts incurred for Taxes, amounts
incurred for costs attributable to the U.S. home office of the Company and amounts
incurred by Affiliates of the Company (except as described in clauses (b), (c), and (d)
below);




     (b) All costs incurred by the Company to purchase Hydrocarbons produced from the
Contract Area or any area unitized with all or a part of the



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Contract Area from other Persons, to the extent the revenues from the sale of such
purchased Hydrocarbons are included in Gross Proceeds;




     (c) All Taxes due to the Government and incurred by the Company with respect to
Petroleum Operations; and




     (d) Actual general administrative costs incurred by the Company and/or Affiliates
of the Company in connection with Petroleum Operations and not otherwise included in
clause (a) above, not to exceed 25% of the indirect charge paid by the Company to the
operator under the Operating Agreement for that month;




provided however that “Costs” shall not include (x) any costs deducted in the
calculation of Gross Proceeds or (y) any costs paid with insurance proceeds or
otherwise paid or reimbursed by a third Party, including without limitation, a farmee
under a farmout agreement, where the payment or reimbursement has not been included in
Gross Proceeds or (z) non-operating items, such as interest expense, gains or losses on
foreign currency transactions, investment gains and losses, litigation gains or losses,
and losses on bad debts; and provided further that for the month of May, 1997, Costs
shall be determined using only amounts incurred from the Effective Date through the end
of the month and using Excess Costs as of the Effective Date. Any expenditures made in
currencies other than U.S. Dollars shall be converted to U.S. Dollars at the exchange
rate established by the Accounting Procedure attached to the operating Agreement as
Exhibit “A”. For purposes of this Resolution, “incurred” shall have the meaning given
to that term pursuant to United States generally accepted accounting principles and,
for the avoidance of doubt, costs of abandonment and decommissioning shall be
considered to be incurred at the time they are actually expended, or, if earlier, at
the time they are irrevocably paid into an escrow account under the control of a
non-Affiliate.




2. The definition of “Gross Proceeds” currently set forth in the Resolution is deleted and
replaced with the following:




     “Gross Proceeds” means, for each month, beginning at the Effective Date,
(i) the amounts earned by the Company in such month from the sale or other disposition
of Subject Hydrocarbons (other than by mortgage, pledge, charge or other encumbrance
for the purpose of security for finance), plus (ii) any consideration earned by the
Company in such month from the sale, farmout or other disposition of its Foreign
Contractor Interest in the Petroleum Contract to a non-Affiliate, as further described
in Article IV plus (iii) any other amounts earned by the Company in such month with
respect to Petroleum Operations, provided that:




     (a) Where Subject Hydrocarbons are sold in an arm’s length transaction to a
non-Affiliate, the Gross Proceeds shall be the amounts earned by the Company, less the
deductions described in clause (d) below. Where



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Subject Hydrocarbons are exchanged or sold for non-cash consideration, the amount
realized shall be the cash value of the consideration received.




     (b) Where Subject Hydrocarbons are sold to an Affiliate of the Company or
otherwise disposed of in a non-arm’s length transaction, the Gross Proceeds shall be
the Market Value of such Subject Hydrocarbons.




     (c) Where Subject Hydrocarbons are blended prior to sale, or jointly sold, with
other oil or gas, some of which is also owned by the Company or its Affiliates and
which is produced from areas other than the Contract Area or any area unitized with the
Contract Area, the Gross Proceeds shall be the Market Value of the Subject Hydrocarbons
prior to blending or joint sale. Where Subject Hydrocarbons are blended prior to sale,
or jointly sold, with other oil or gas, none of which is owned by the Company or its
Affiliates and which is produced from areas other than the Contract Area or any area
unitized with the Contract Area, the Gross Proceeds shall be the amounts earned by the
Company, less the deductions described in clause (d) below.




     (d) All costs of gathering, treating, compressing, processing, storing,
transporting and marketing Subject Hydrocarbons (other than income or profits Taxes)
incurred by the Company prior to the point of sale which are not included as Costs
shall be deducted from amounts received for such Subject Hydrocarbons by the Company
for purposes of determining Gross Proceeds. Deductions for costs paid to Affiliates
shall not exceed those prevailing in arm’s length transactions for comparable services.




     (e) Gross Proceeds shall include any demand charge or similar charge paid by a
purchaser to secure a right of deliveries of Subject Hydrocarbons and any settlement
payments or other payments made by a purchaser to amend or terminate a sales contract.




     (f) Gross Proceeds shall include, at the time the payments are received (not when
they are earned), any take-or-pay or other advance payments for future deliveries of
Subject Hydrocarbons.




     (g) If the Company sells for its own account more or less than its percentage of
ownership share of Subject Hydrocarbons, Gross Proceeds shall be based on the
Hydrocarbons that the Company actually sells, not its entitlement.




     (h) Gross Proceeds shall not include any amount for Subject Hydrocarbons used in
Petroleum Operations or unavoidably lost in production, gathering, treatment,
compression, processing, storage or transportation.




For the month of May, 1997, Gross Proceeds shall be determined using only amounts
earned from the Effective Date through the end of the month. Any



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proceeds received in currencies other than US Dollars shall be converted to US Dollars
at the rate of exchange actually received by the Company. For purposes of this
Resolution, “earned” shall have the meaning given to that term pursuant to United
States generally accepted accounting principles.



     In witness whereof this Amendment is executed by the undersigned as set forth below effective
as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Huffco International, L.L.C.	 	 	 	Newfield China, LDC	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Terry Huffington	 	 	 	By:	 	/s/ William D. Schneider	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Terry Huffington
	 	 	 	 	 	Name:
	 	William D. Schneider	 	 
	 

	 	Its:
	 	Sole Manager
	 	 	 	 	 	Its:
	 	Vice President	 	 
	 

	 	Date:
	 	May 14, 2008
	 	 	 	 	 	Date:
	 	April 17, 2008	 	 






	 	 	 	 	 
	Newfield Global Inc.

 	 
	By:  	/s/ William D. Schneider
 	 
	 	Name:  	William D. Schneider 	 
	 	Its: 	Sr. Vice President
	 
	 	Date: 	April 17, 2008
 	 
	 
	Newfield Asia Inc.

 	 
	By:  	/s/ William D. Schneider
 	 
	 	Name:  	William D. Schneider 	 
	 	Its: 	Vice President
 	 
	 	Date: 	April 17, 2008
 	 



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