nfxex10-2


Exhibit 10.2




THIRD AMENDMENT
TO
CREDIT AGREEMENT
DATED AS OF JUNE 25, 2013
AMONG
NEWFIELD EXPLORATION COMPANY, 
AS BORROWER,
THE LENDERS PARTY HERETO,
AND
JPMORGAN CHASE BANK, N.A., 
AS ADMINISTRATIVE AGENT


WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS SYNDICATION AGENT


DNB BANK ASA, NEW YORK BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BBVA COMPASS BANK, SUMITOMO MITSUI BANKING CORPORATION AND U.S. BANK NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENTS


J.P. MORGAN SECURITIES LLC AND WELLS FARGO SECURITIES, LLC,
AS JOINT BOOKRUNNERS AND JOINT LEAD ARRANGERS













THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of June 25, 2013, among NEWFIELD EXPLORATION COMPANY, a Delaware corporation, (the “Borrower”); each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and WELLS FARGO BANK, NATIONAL ASSOCIATION as syndication agent for the Lenders.
R E C I T A L S
A.    The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of June 2, 2011 (as amended by that certain First Amendment to Credit Agreement dated as of September 27, 2011 and that certain Second Amendment to Credit Agreement dated as of April 29, 2013, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B.    The Borrower, the Administrative Agent and the Lenders desire to amend certain provisions of the Credit Agreement.  
C.    NOW, THEREFORE, to induce the Administrative Agent and the Lenders to enter into this Third Amendment and 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. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Third Amendment. Unless otherwise indicated, all section references in this Third Amendment refer to sections of the Credit Agreement.
Section 2.Amendments to Credit Agreement.
2.1    Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Agreement” in its entirety and replacing it with the following:
“‘Agreement’ means this Credit Agreement, as amended by that certain First Amendment to Credit Agreement dated as of September 27, 2011, as amended by that certain Second Amendment to Credit Agreement dated as of April 29, 2013, as amended by that certain Third Amendment to Credit Agreement dated as of June 25, 2013 and as the same may from time to time be amended, modified, supplemented or restated.”
2.2    Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and replacing it with the following:
“‘Maturity Date’ means June 25, 2018.” 



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Section 3.Increase, Assignments and Reallocation of Commitments and Loans.  The Lenders have agreed among themselves, in consultation with the Borrower, to increase the aggregate amount of the Commitments, to reallocate their respective Commitments and to, among other things, permit Citibank, N.A. (the “Exiting Lender”) to assign all of its Commitments and Loans and cease to be a Lender under the Agreement.  The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ assignments of their Commitments, including the assignment by the Exiting Lender.  On the Third Amendment Effective Date and after giving effect to such reallocations, the Commitment of each Lender shall be as set forth on Annex I of this Third Amendment and such Commitments shall supersede and replace those set forth on Schedule 2.01 to the Credit Agreement.  With respect to such reallocation, each Lender and the Exiting Lender shall be deemed to have acquired or sold the Commitment allocated to it from or to (as applicable) each of the other Lenders pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit A to the Credit Agreement as if each such Lender and the Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation.  In connection with this Assignment and for purposes of this Assignment only, the Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 9.04(b)(ii) of the Credit Agreement.
Section 4.Conditions Precedent. This Third Amendment shall become effective on the date (such date, the “Third Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 9.02 of the Credit Agreement):
4.1    The Administrative Agent and the Lenders shall have received all fees and amounts due under those certain fee letters dated of even date herewith, together with all other fees and amounts due and payable under the Credit Agreement on or prior to the Third Amendment Effective Date.
4.2    The Administrative Agent shall have received from each Lender, the Exiting Lender and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Person.
4.3    The Administrative Agent shall have received an original promissory note as contemplated by Section 2.09(e) of the Credit Agreement, or a new promissory note issued in substitution and exchange for any previously issued promissory note, for each Lender that has notified the Administrative Agent prior to the Third Amendment Effective Date that such Lender requests such note.
4.4    The Administrative Agent shall have received a certificate of the Borrower setting forth (a) a copy of resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors of the Borrower (or a duly authorized committee thereof) authorizing, among other things, (i) the execution, delivery and performance of this Third Amendment and all other Loan Documents to which it is a party and (ii) the increase in aggregate Commitments under the Credit Agreement and the extensions of credit contemplated therein and herein, and (b) such other documents and certifications as the Administrative Agent may reasonably request. 



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4.5    The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Third Amendment Effective Date) of the Borrower’s General Counsel, as to such customary matters regarding this Third Amendment as the Administrative Agent may reasonably request.
4.6    The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.
The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 9.02 of the Credit Agreement.  Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Section 5.Miscellaneous Confirmation.  The provisions of the Credit Agreement, as amended by this Third Amendment, shall remain in full force and effect following the effectiveness of this Third Amendment.
5.1    Ratification and Affirmation.  The Borrower hereby ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby.
5.2    Loan Document.  This Third Amendment is a Loan Document.
5.3    Representations and Warranties.  The Borrower hereby represents and warrants to the Lenders that:
(a)    the execution and delivery by the Borrower of this Third Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action.  This Third Amendment has been duly executed and delivered by the Borrower, and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 
(b)    as of the date hereof, after giving effect to the terms of this Third Amendment:
(i)    all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (except that any such representations and warranties that are qualified as to materiality shall be true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date;



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(ii)    no Default or Event of Default has occurred and is continuing; and
(iii)    no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
5.4    Counterparts.  This Third 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.  Delivery of this Third Amendment by facsimile or other electronic transmission (i.e. a “pdf” or a “tif”) shall be effective as delivery of a manually executed counterpart hereof.
5.5    NO ORAL AGREEMENT.  THIS THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN 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.
5.6    GOVERNING LAW.  THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[SIGNATURES BEGIN NEXT PAGE]











IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.




	
		
	BORROWER:
	NEWFIELD EXPLORATION COMPANY





	 
	By:      /s/ TERRY W. RATHERT       
Terry W. Rathert
Executive Vice President and 
Chief Financial Officer





Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	ADMINISTRATIVE AGENT AND LENDER:
	JPMORGAN CHASE BANK, N.A.





	 
	By:      /s/ ROBERT MENDOZA   
   Name:  Robert Mendoza
   Title: Vice President





	 
	 





Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	SYNDICATION AGENT AND LENDER:
	WELLS FARGO BANK, NATIONAL ASSOCIATION





	 
	By:     /s/ PAUL SQUIRY    
   Name: Paul Squiry
   Title:  Managing Director











Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company






	
		
	 
	 

	DOCUMENTATION AGENT:
	DNB BANK ASA, NEW YORK BRANCH





	 
	By:      /s/ HENRIK ASLAND   
   Name: Henrik Asland
   Title: Senior Vice President




By:      /s/ STIAN LOVSETH   
   Name: Stian Lovseth
   Title: First Vice President













Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	DOCUMENTATION AGENT AND LENDER:
	COMPASS BANK



	 
	By:      /s/ IAN PAYNE   
   Name: Ian Payne
   Title: Vice President









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	LENDER:
	DNB BANK ASA, 
GRAND CAYMAN BRANCH





	 
	By:      /s/ HENRIK ASLAND   
   Name: Henrik Asland 
   Title: Senior Vice President





	 
	By:      /s/ STIAN LOVSETH   
   Name: Stian Lovseth
   Title: First Vice President









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	DOCUMENTATION AGENT AND LENDER:
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.





	 
	By:      /s/ S. BRANDFORD   
   Name: S. Brandford
   Title: Vice President









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	LENDER:
	CIBC, INC.





	 
	By:      /s/ TRUDY NELSON   
   Name: Trudy Nelson
   Title: Authorized Signatory





	 
	By:      /s/ RICHARD ANTL   
   Name: Richard Antl
   Title: Authorized Signatory





	 
	 





Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	LENDER:
	MIZUHO CORPORATE BANK LTD.





	 
	By:      /s/ LEON MO   
   Name: Leon Mo
   Title: Authorized Signatory









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	DOCUMENTATION AGENT AND LENDER:
	SUMITOMO MITSUI BANKING CORPORATION





	 
	By:      /s/ JAMES D. WEINSTEIN   
   Name: James D. Weinstein
   Title: Managing Director









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	LENDER:
	ROYAL BANK OF CANADA





	 
	By:      /s/ KRISTAN SPIVEY   
   Name: Kristan Spivey
   Title: Authorized Signatory









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	DOCUMENTATION AGENT AND LENDER:
	U.S. BANK NATIONAL ASSOCIATION





	 
	By:      /s/ JONATHAN H. LEE   
   Jonathan H. Lee
   Vice President









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	LENDER:
	BARCLAYS BANK PLC





	 
	By:      /s/ VANESSA KURBATSKIY   
   Name: Vanessa Kurbatskiy
   Title: Vice President









Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company








	
		
	 
	 

	LENDER:
	GOLDMAN SACHS BANK USA





	 
	By:      /s/ MARK WALTON   
   Name: Mark Walton
   Title: Authorized Signatory





	 
	 




    
	
		
	EXITING LENDER:
	CITIBANK, N.A.,
as Exiting Lender



	 
	By:      /s/ MASON MCGURRIN   
   Name: Mason McGurrin
   Title: Vice President





	 
	 




    

Signature Page to Third Amendment to Credit Agreement – Newfield Exploration Company






ANNEX I
	
		
	Lender
	Commitment

	JPMORGAN CHASE BANK, N.A.
	$195,000,000.00

	WELLS FARGO BANK, NATIONAL ASSOCIATION
	$195,000,000.00

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
	$150,000,000.00

	DNB BANK ASA, GRAND CAYMAN BRANCH
	$150,000,000.00

	COMPASS BANK
	$125,000,000.00

	SUMITOMO MITSUI BANKING CORPORATION
	$125,000,000.00

	U.S. BANK NATIONAL ASSOCIATION
	$125,000,000.00

	CIBC INC.
	$85,000,000.00

	MIZUHO CORPORATE BANK, LTD.
	$85,000,000.00

	ROYAL BANK OF CANADA
	$70,000,000.00

	GOLDMAN SACHS BANK USA
	$70,000,000.00

	BARCLAYS BANK PLC
	$25,000,000.00

	Total Commitments
	$1,400,000,000