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EXHIBIT 10.16
GUARANTY AGREEMENT
This Guaranty Agreement (this "Agreement") is made and entered into as
of May 15, 1997 by and between Newfield Exploration Company, a Delaware
corporation ("Guarantor"), Newfield Offshore Inc., a Bahamian company and
indirect wholly owned subsidiary of Guarantor ("Newfield Offshore"), Huffco
International, L.L.C., a Delaware limited liability company (the "Company"),
and Huffco Turkey, Inc., a Delaware corporation ("Huffco Turkey" and, together
with the Company, the "Sellers").
WHEREAS, Newfield Offshore and the Sellers are parties to that certain
Asset Purchase Agreement dated as of May 12, 1997 (the "Asset Purchase
Agreement"); and
WHEREAS, it is a condition to the obligations of the Sellers to
consummate the transactions contemplated by the Asset Purchase Agreement that
Guarantor execute and deliver this Agreement to the Sellers;
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein and in the Asset Purchase
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. GUARANTY. Guarantor hereby unconditionally and irrevocably
guarantees to the Sellers and the persons described in paragraph 5 below the
prompt payment and punctual performance by Newfield Offshore of its obligations
pursuant to Sections 1.05, 1.06, 7.11(b)(i)(A), 7.11(b)(i)(B), 7.11(b)(i)(D)
and 7.11(b)(ii) of the Asset Purchase Agreement, except that, with respect to
Section 7.11(b)(i)(D) of the Asset Purchase Agreement, only to the extent such
obligation arises with respect to a Specifically Assumed Liability (as defined
in the Asset Purchase Agreement) (the "Guaranteed Obligations"). Guarantor
shall be subrogated to all of the rights of any person against Newfield
Offshore in respect of any amounts paid by Guarantor to such person pursuant to
this Agreement.
2. DIRECT GUARANTY. Upon default by Newfield Offshore with respect
to any of the Guaranteed Obligations, any Seller or other person described in
paragraph 5 below may proceed directly against Guarantor without proceeding
against Newfield Offshore or pursuing any other remedy.
3. MODIFICATIONS AND DEFENSES. Any Seller may, without notice to or
consent of Guarantor, (i) extend or alter, together with Newfield Offshore, the
time, manner, place or terms of payment or performance of the Guaranteed
Obligations, (ii) waive, or, together with Newfield Offshore, amend any terms
of the Asset Purchase Agreement or (iii) release Newfield Offshore from any or
all Guaranteed Obligations, without in any way changing, releasing or
discharging Guarantor from liability hereunder. Guarantor hereby waives any
defenses (but not rights of set-off or counterclaims) that Newfield Offshore or
any other person liable for the Guaranteed Obligations may have or assert,
other than defenses provided by the express terms of the Asset Purchase
Agreement
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or this Agreement or any defenses that Guarantor would have had if Guarantor
had been the party to the Asset Purchase Agreement instead of Newfield
Offshore.
4. WAIVER AND AMENDMENT. Any provision of this Agreement may be
waived at any time by the party that is entitled to the benefits thereof to the
extent permitted by applicable law; any such waiver must be in writing and
signed by the person against whom enforcement is sought. This Agreement may
not be amended or supplemented at any time, except by an instrument in writing
signed on behalf of each party hereto. The waiver by any party hereto of any
condition or of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any other condition or subsequent breach.
5. ENTIRE AGREEMENT; THIRD PARTY BENEFICIARIES. This Agreement
constitutes the entire agreement and supersedes all other prior agreements and
understandings, both oral and written, among the parties or any of them, with
respect to the subject matter hereof. Neither this Agreement nor any document
delivered in connection with this Agreement confers upon any person not a party
hereto any rights or remedies hereunder, except the Seller Indemnified Parties
(as defined in the Asset Purchase Agreement), who shall be entitled to enforce
this Agreement with respect to their indemnity rights pursuant to Section 7.11
of the Asset Purchase Agreement.
6. ASSIGNMENT. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
successors and permitted assigns. This Agreement shall not be assignable by
any party hereto without the written consent of the other parties hereto.
7. NOTICES. All notices, requests, demands, claims and other
communications that are required to be or may be given under this Agreement
shall be in writing and (i) delivered in person or by courier, (ii) sent by
telecopy or facsimile transmission, or (iii) mailed, certified first class
mail, postage prepaid, return receipt requested, to the appropriate party at
the following addresses:
if to the Company:
Huffco International, L.L.C.
0000 Xxxxxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx Huffington
if to Huffco Turkey:
Huffco Turkey, Inc.
0000 Xxxxxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx Huffington
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with copies in either case to:
Xxxxx & Xxxxx, L.L.P.
3000 One Shell Plaza
000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxx
if to Guarantor:
Newfield Exploration Company
000 X. Xxx Xxxxxxx Xxxx X, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
if to Newfield Offshore:
Newfield Offshore Inc.
c/o Newfield Exploration Company
000 X. Xxx Xxxxxxx Xxxx X, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx
with copies in either case to:
Xxxxxx & Xxxxxx L.L.P.
2300 First City Tower
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
or to such other address as the parties set forth above shall have furnished to
the other parties set forth above by notice given in accordance with this
paragraph 7. Such notices shall be effective (i) if delivered in person or by
courier, upon actual receipt by the intended recipient, (ii) if sent by
telecopy or facsimile transmission, when the sender receives telecopier
confirmation that such notice was received at the telecopier number of the
addressee, or (iii) if mailed, upon the earlier of five days after deposit in
the mail and the date of delivery as shown by the return receipt therefor.
8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF
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TEXAS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
9. SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall continue in full force and effect and
shall in no way be affected, impaired or invalidated so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term,
provision, covenant or restriction is invalid, void or unenforceable, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.
10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
11. HEADINGS. The paragraph headings herein are for convenience only
and shall not affect the construction hereof.
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IN WITNESS WHEREOF, Guarantor, Newfield Offshore, the Company and Huffco
Turkey have each caused this Agreement to be executed on its behalf by its
officer thereunto duly authorized, all as of the date first above written.
NEWFIELD EXPLORATION COMPANY
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice President and
Chief Financial Officer
NEWFIELD OFFSHORE INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Secretary and Treasurer
HUFFCO INTERNATIONAL, L.L.C.
By: /s/ Xxxxx Huffington
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Xxxxx Huffington
President
HUFFCO TURKEY, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
President
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