SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 29, 2002 NEWFIELD EXPLORATION COMPANY (Exact Name of registrant as Specified in Its Charter) Delaware 1-12534 72-1133047 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 363 N. Sam Houston Parkway E., Suite 2020 Houston, Texas 77060 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (281) 847-6000 Item 5. Other Events On August 29, 2002, in connection with the recent offering by Newfield Exploration Company (the "Company") of $250 million of its 8 3/8% Senior Subordinated Notes due 2012 and its proposed acquisition of EEX Corporation, the Company, the Banks (as defined below) and the Agent (as defined below) amended the Credit Agreement dated as of January 23, 2001 among the Company, the Banks and the Agent, as amended, pursuant to the Third Amendment Agreement dated as of August 22, 2002 among the Company, the lenders named therein (the "Banks") and JPMorgan Chase Bank (formerly The Chase Manhattan Bank) as Agent (the "Agent"). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 10.1 Third Amendment Agreement dated as of August 22, 2002 among Newfield Exploration Company (the "Company"), the lenders named therein (the "Banks") and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Agent (the "Agent"), to the Credit Agreement dated as of January 23, 2001 among the Company, the Banks 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 and the Letter Agreement dated as of March 7, 2002. [The remainder of this page is intentionally left blank.] SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEWFIELD EXPLORATION COMPANY By: /s/ BRIAN L. RICKMERS ------------------------------------- Brian L. Rickmers Controller Dated: September 27, 2002 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10.1 Third Amendment Agreement dated as of August 22, 2002 among Newfield Exploration Company (the "Company"), the lenders named therein (the "Banks") and JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as Agent (the "Agent"), to the Credit Agreement dated as of January 23, 2001 among the Company, the Banks 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 and the Letter Agreement dated as of March 7, 2002.