EXHIBIT 1
VOTING AGREEMENT AND IRREVOCABLE PROXY
THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (this "Agreement"), dated as of
May 29, 2002, is by and among Newfield Exploration Company, a Delaware
corporation ("Parent"), Warburg, Xxxxxx Equity Partners, L.P., a Delaware
limited partnership, Warburg, Xxxxxx Netherlands Equity Partners I, C.V., a
Dutch limited partnership, Warburg, Xxxxxx Netherlands Equity Partners II, C.V.,
a Dutch limited partnership, and Warburg, Xxxxxx Netherlands Equity Partners
III, C.V., a Dutch limited partnership (collectively, the "Warburg
Shareholders"), Xxxxxx X Xxxxxxxx, Xxxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxx
(collectively, the "Individual Shareholders" and, together with the Warburg
Shareholders, the "Shareholders") and Xxxxx X. Xxxxx and Xxxxx X. Xxxxxxx.
WHEREAS, Parent, Newfield Operating Company, a Texas corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), and EEX Corporation, a Texas
corporation ("Company"), are entering into an Agreement and Plan of Merger dated
as of the date hereof (as amended from time to time pursuant thereto, the
"Merger Agreement");
WHEREAS, each of the Shareholders is the beneficial owner of that number of
shares of capital stock of Company set forth opposite such Shareholder's name on
Annex A hereto (such shares, together with any additional shares of capital
stock of Company acquired after the date hereof, being collectively referred to
herein as the "Shareholder Shares"); and
WHEREAS, as a condition to the willingness of Parent to enter into the
Merger Agreement, and as an inducement to it to do so, each of the Shareholders
has agreed for the benefit of Parent as set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained in this Agreement, the parties
hereby agree as follows:
ARTICLE I
COVENANTS OF THE SHAREHOLDERS
Section 1.1. Agreement to Vote. At any meeting of the shareholders of
Company held prior to the termination of a Shareholder's obligations under
Article I of this Agreement pursuant to Section 4.13 hereof (the "Applicable
Termination Time"), however called, and at every adjournment or postponement
thereof prior to such Shareholder's Applicable Voting Termination Time, such
Shareholder shall vote or cause to be voted the Shareholder Shares held by such
Shareholder (a) in favor of (i) approval of the Merger and each of the other
transactions contemplated by the Merger Agreement, (ii) approval and adoption of
the Merger Agreement and (iii) any actions required in furtherance thereof and
(b) against (i) any Acquisition Proposal (other than any Acquisition Proposal by
Parent), (ii) any proposal for action or agreement that is reasonably likely to
result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or which is
reasonably likely to result in any of the conditions to the obligations of
Parent and Merger Sub under the Merger Agreement not being fulfilled, (iii) any
change in the directors of the Company, or (iv) any other action which could
reasonably be expected to impede, interfere with, delay,
postpone or materially affect the transactions contemplated by the Merger
Agreement or the likelihood of such transactions being consummated.
Section 1.2 Irrevocable Proxy. In order to better effect the provisions of
Section 1.1 hereof, each of the Shareholders hereby appoints Xxxxx X. Xxxxx and
Xxxxx X. Xxxxxxx, and each of them, as the proxy of such Shareholder, each with
full power of substitution, to vote the Shareholder Shares held by such
Shareholder at any meeting of the shareholders of Company held prior to such
Shareholder's Applicable Termination Time, however called, and at every
adjournment or postponement thereof prior to such Shareholder's Applicable
Termination Time in accordance with the terms of Section 1.1 hereof. Each of the
Shareholders acknowledges that Parent is relying on this Agreement in incurring
expenses in connection with the investigation of Company's business, the filing
of applications for regulatory approvals and other actions necessary for the
consummation of the Merger. EACH OF THE SHAREHOLDERS ACKNOWLEDGES THAT THE PROXY
GRANTED HEREBY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE TO THE FULL EXTENT
PERMITTED BY APPLICABLE LAW, INCLUDING ARTICLE 2.29C OF THE TBCA, AND SHALL NOT
BE TERMINATED BY ANY ACT OF SUCH SHAREHOLDER, BY LACK OF APPROPRIATE POWER OR
AUTHORITY OR BY THE OCCURRENCE OF ANY OTHER EVENT OR EVENTS, EXCEPT AS PROVIDED
IN THIS AGREEMENT. Each of the Shareholders acknowledges that the performance of
this Agreement is intended to benefit Parent.
Section 1.3 Proxies and Voting Agreements. Each of the Shareholders hereby
revokes any and all previous proxies (other than (i) the proxy granted pursuant
to Section 1.2 hereof and (ii) any proxy granted by such Shareholder for use at
Company's annual meeting of shareholders to be held on May 30, 2002 (the "2002
Annual Meeting")) granted with respect to the Shareholder Shares held by such
Shareholder. Prior to such Shareholder's Applicable Termination Time, such
Shareholder agrees not to, directly or indirectly, with respect to the
Shareholder Shares held by such Shareholder (a) grant any proxies or powers of
attorney (except pursuant to Section 1.2 hereof and with respect to matters to
be voted upon at the 2002 Annual Meeting), (b) deposit any of such shares into
any voting trust or (c) enter into any other voting agreement or understanding.
Section 1.4 No Solicitation. Each of the Shareholders hereby agrees:
(a) from and after the date hereof until such Shareholder's Applicable
Termination Time, (i) not to, (ii) not to authorize or permit any of such
Shareholder's affiliates or any of such Shareholder's or such Shareholder's
affiliates' officers, directors, employees and partners to, (iii) not to
authorize such Shareholder's or any of such Shareholder's affiliates' agents or
representatives to and (iv) to use all reasonable efforts to ensure that such
Shareholder's and such Shareholder's affiliates' agents and representatives do
not, directly or indirectly, (x) initiate, solicit or knowingly encourage or
otherwise facilitate (including providing any nonpublic information relating to
Company and its Subsidiaries) the making of an Acquisition Proposal or (y)
engage in any discussions or negotiations with, or provide any nonpublic
information relating to Company and its Subsidiaries to, any Person relating to,
or that would reasonably be expected to lead to the making of, an Acquisition
Proposal;
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(b) to immediately cease and cause to be terminated all existing
activities, discussions or negotiations by such Shareholder, any of such
Shareholder's affiliates or any of such Shareholder's or such Shareholder's
affiliates' officers, directors, employees, partners, agents and representatives
with any Person other than Parent with respect to any Acquisition Proposal or
the solicitation or making of any Acquisition Proposal;
(c) from and after the date hereof until such Shareholder's Applicable
Termination Time, promptly notify Parent if any Person makes, or indicates an
interest in making, an Acquisition Proposal to such Shareholder or any of such
Shareholder's affiliates or to such Shareholder's or any of such Shareholder's
affiliates' officers, directors, employees, partners, agents and
representatives, and to include in such notice the identity of the Person or
group making or indicating an interest in making an Acquisition Proposal and the
material terms and conditions of any such Acquisition Proposal; and
(d) from and after the date hereof until such Shareholder's Applicable
Termination Time, not to enter into any agreement or understanding with any
person that provides for, or in any way facilitates, an Acquisition Proposal.
(e) This Section 1.4 shall not prevent any Shareholder or any of its
affiliates, officers, directors, employees, partners, agents or representatives
who is a member of the Board of Directors of Company from taking any actions
otherwise prohibited by this Section 1.4 to the extent that such actions are
expressly permitted by the Merger Agreement. For purposes of this Section 1.4,
Company shall be deemed not to be an affiliate of any Shareholder.
Section 1.5 Transfer of Shareholder Shares by the Shareholders. Prior to
such Shareholder's Applicable Termination Time, each of the Shareholders agrees
not to sell, transfer, assign, convey or otherwise dispose of, directly or
indirectly, any of the Shareholder Shares held by such Shareholder.
Section 1.6 Public Announcement. Each of the Shareholders hereby consents
to Parent's announcement in any press release, public filing, advertisement or
other document that such Shareholder has entered into this Agreement.
Section 1.7 Several Obligations. The obligations of each Shareholder
hereunder shall be several and not joint.
ARTICLE II
ADDITIONAL AGREEMENTS
Section 2.1. Purchase of Warrants; Termination of Certain Registration
Rights.
(a) Notwithstanding anything to the contrary set forth in the Warrant
Agreements, each of the Warburg Shareholders hereby agrees that it will sell to
Parent, and Parent hereby agrees that it will purchase from such Warburg
Shareholder, all of the warrants held by such Warburg Shareholder under the
Warrant Agreements, effective as of the Effective Time without any further
action by any Person, for an aggregate purchase price of $10.00, the receipt and
sufficiency of which are hereby acknowledged.
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(b) Notwithstanding anything to the contrary set forth in that certain
Registration Rights Agreement, dated as of January 8, 1999, by and among Company
and the Warburg Shareholders (the "Company Registration Rights Agreement"), and
in consideration for the execution by Parent of the Parent Registration Rights
Agreement (as defined below), each of the Warburg Shareholders hereby agrees
that the rights of such Warburg Shareholder under the Company Registration
Rights Agreement shall terminate and be of no further force and effect at and
after the Effective Time.
Section 2.2. Certain Additional Agreements with the Warburg Shareholders.
In consideration of the Warburg Shareholders entering into this Agreement,
Parent further agrees as follows:
(a) Parent represents and warrants that its Board of Directors has approved
the acquisition of shares of Parent Common Stock in the Merger by Xxxxxx Xxxxxx
and by the Warburg Shareholders (to the extent that they are deemed to be
"directors" of Parent by virtue of Xxxxxx Xxxxxx'x position as a director of
Parent) pursuant to Rule 16b-3(d) promulgated under the Securities Exchange Act
of 1934, as amended, such that such acquisition is exempt from the provisions of
Section 16(b) of the Exchange Act. Parent covenants and agrees that such
approval shall not be withdrawn.
(b) Concurrently with the execution of this Agreement, and as a condition
to the Warburg Shareholders entering into this Agreement, Parent has executed
and delivered to the Warburg Shareholders a Registration Rights Agreement
providing for certain registration rights with respect to the shares of Parent
Common Stock to be issued to the Warburg Shareholders (the "Parent Registration
Rights Agreement"). The Parent Registration Rights Agreement has been duly
authorized, executed and delivered by Parent, and constitutes a legal, valid and
binding obligation enforceable against Parent in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally and by equitable
principles to which the remedies of specific performance and injunctive and
similar forms of relief are subject.
(c) Parent represents and warrants that this Agreement has been duly
executed and delivered by it and is a valid and binding obligation of Parent,
enforceable against Parent in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights generally and by equitable principles to which the
remedies of specific performance and injunctive and similar forms of relief are
subject.
(d) Parent acknowledges that the Warburg Shareholders may be required to
make a filing under the HSR Act and shall provide such assistance to the Warburg
Shareholders as is reasonably required for the Warburg Shareholders to obtain
approval from the Federal Trade Commission or the Department of Justice in
connection therewith, including the taking of any or all of the following
actions to the extent necessary to obtain such approval: entering into
negotiations, providing information, substantially complying with any second
request for information pursuant to the HSR Act, making proposals, and entering
into and performing agreements or submitting to judicial or administrative
orders; provided, however, that in no event shall Parent take, or be required to
take, any action that would reasonably be expected to result in
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a Parent Material Adverse Effect. Parent will consult and cooperate with the
Warburg Shareholders in connection with any analyses, appearances,
presentations, memoranda, briefs, arguments, opinions and proposals made or
submitted by or on behalf of the Warburg Shareholders in connection with
proceedings under or relating to the HSR Act or any other federal, state or
foreign antitrust or fair trade law. All filing fees relating to the filing by
the Warburg Shareholders under the HSR Act shall be paid by the Warburg
Shareholders; provided, however, that, if the Merger is consummated, as soon as
practicable after the Effective Time, Parent shall reimburse the Warburg
Shareholders for 50% of such fees.
(e) The obligation of each Warburg Shareholder under this Agreement shall
be limited to the assets of such Warburg Shareholder, and no party shall have
any recourse to any partner or affiliate of any Warburg Shareholder for any
breach of this Agreement by any Warburg Shareholder.
ARTICLE II I
REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS
OF SHAREHOLDERS
Each of the Shareholders severally represents, warrants and covenants to
Parent with respect to such Shareholder that:
Section 3.1. Ownership. Such Shareholder is as of the date hereof the
beneficial owner of the Shareholder Shares described herein as owned by such
Shareholder, such Shareholder Shares are held of record by such Shareholder or
by a nominee or custodian for the benefit of such Shareholder, such Shareholder
has the sole right to vote such Shareholder Shares, and there are no
restrictions on rights of disposition or other lien, pledge, security interest,
charge or other encumbrance or restriction pertaining to such Shareholder
Shares. None of such Shareholder Shares is subject to any voting trust or other
agreement, arrangement or restriction with respect to the voting of such
Shareholder Shares, and no proxy, power of attorney or other authorization has
been granted with respect to such Shareholder Shares, other than as contemplated
by Article I hereof.
Section 3.2. Authority and Non-Contravention. If such Shareholder is a
Warburg Shareholder, such Shareholder is a limited or general partnership duly
formed and validly existing under the laws of the jurisdiction of its
organization. Such Shareholder has the right, power and authority, and such
Shareholder has been duly authorized by all necessary action (including
consultation, approval or other action by or with any other Person), to execute,
deliver and perform this Agreement and consummate the transactions contemplated
hereby. Such actions by such Shareholder (a) require no action by or in respect
of, or filing with, any Governmental Authority with respect to such Shareholder,
other than any required filings under Section 13 and 16 of the Exchange Act or
under the HSR Act, and (b) do not and will not contravene or constitute a
default under any provision of applicable law or regulation or any agreement,
judgment, injunction, order, decree or other instrument binding on such
Shareholder or result in the imposition of any lien, pledge, security interest,
charge or other encumbrance or restriction on any of the Shareholder Shares held
by such Shareholder (other than as provided in this Agreement with respect to
such Shareholder Shares).
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Section 3.3. Binding Effect. This Agreement has been duly executed and
delivered by such Shareholder and is a valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, moratorium or
other similar laws relating to creditors' rights generally and by equitable
principles to which the remedies of specific performance and injunctive and
similar forms of relief are subject.
Section 3.4. Total Shares. The Shareholder Shares indicated as held by such
Shareholder on Annex A hereto are the only shares of capital stock of Company
owned beneficially or of record as of the date hereof by such Shareholder (other
than, with respect to the Warburg Shareholders, the warrants referenced in
Section 2.1 of this Agreement and, with respect to the Individual Shareholders
who are officers or directors of Company, shares of capital stock that may be
acquired upon the exercise of options granted pursuant to any Company's stock
option plans), and such Shareholder does not have any option to purchase or
right to subscribe for or otherwise acquire any securities of Company (other
than, with respect to the Warburg Shareholders, the warrants referenced in
Section 2.1 of this Agreement and, with respect to the Individual Shareholders
who are officers or directors of Company, shares of capital stock that may be
acquired upon the exercise of options granted pursuant to any of Company's stock
option plans) and has no other interest in or voting rights with respect to any
other securities of Company.
Section 3.5. Finder's Fees. No investment banker, broker or finder is
entitled to a commission or fee from Company, Parent or Merger Sub in respect of
this Agreement based upon any arrangement or agreement made by or on behalf of
such Shareholder, except as otherwise provided in the Merger Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Expenses. Except as expressly set forth herein, each party
hereto shall pay its own expenses (including, without limitation, the fees,
costs and disbursements of counsel and other advisors) incident to preparing
for, entering into and carrying out this Agreement and the consummation of the
transactions contemplated hereby.
Section 4.2. Further Assurances. From time to time, at the reasonable
request of Parent, each of the other parties hereto shall execute and deliver or
cause to be executed and delivered such additional documents and instruments and
take all such further action as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.
Section 4.3. Specific Performance. Each of the Shareholders agrees that
Parent would be irreparably damaged if for any reason such Shareholder fails to
perform any of its obligations under this Agreement, and that Parent would not
have an adequate remedy at law for money damages in such event. Accordingly,
Parent shall be entitled to seek specific performance and injunctive and other
equitable relief to enforce the performance of this Agreement by such
Shareholder. This provision is without prejudice to any other rights that Parent
may have against such Shareholder for any failure to perform its obligations
under this Agreement.
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Section 4.4. Notices. All notices or communications hereunder shall be in
writing (including facsimile or similar writing) addressed as follows:
To Parent:
Newfield Exploration Company
000 X. Xxx Xxxxxxx Xxxx X.
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxx & Xxxxxx L.L.P.
2300 First City Tower
0000 Xxxxxx Xx.
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
To any of the Warburg Shareholders:
c/o Warburg, Xxxxxx & Co.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
With a copy (which shall not constitute notice) to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
To any of the Individual Shareholders:
c/o EEX Corporation
0000 XxxxXxxx Xxxx.
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
To Xxxxx X. Xxxxx or Xxxxx X. Xxxxxxx
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c/o Newfield Exploration Company
000 X. Xxx Xxxxxxx Xxxx X.
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Facsimile No.: (000) 000-0000
Any such notice or communication shall be deemed given (i) when made, if made by
hand delivery, and upon confirmation of receipt, if made by facsimile, (ii) one
Business Day after being deposited with a nationally recognized next-day courier
or (iii) three Business Days after being sent certified or registered mail,
return receipt requested, postage prepaid, in each case addressed as above (or
to such other address as such party may designate in writing from time to time).
Section 4.5. Interpretation. Capitalized terms that are used but not
defined herein shall have the meanings ascribed to them in the Merger Agreement.
When a reference is made in this Agreement to Sections or Articles, such
reference shall be to a Section or Article of this Agreement unless otherwise
indicated. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Unless the context otherwise requires, "or" is disjunctive but not
necessarily exclusive, and words in the singular include the plural and in the
plural include the singular.
Section 4.6. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement.
Section 4.7. Entire Agreement; No Third Party Beneficiaries.
(a) This Agreement constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof.
(b) Except as set forth in Section 2.1(b) hereof, no Person other than the
parties hereto is an intended beneficiary of this Agreement or any portion
hereof. For greater certainty, Section 2.1(b) hereof shall inure to the benefit
of, and shall be enforceable against the parties hereto by, Company.
Section 4.8. Governing Law. This Agreement shall be governed and construed
in accordance with the internal laws of the State of Texas, without giving
effect to the principles of conflicts of law thereof that would require the
application of another state's law. Each of the parties hereto hereby
irrevocably and unconditionally consents to submit to the exclusive jurisdiction
of the courts of the State of Texas for any litigation arising out of or
relating to this Agreement and the transactions contemplated hereby (and agrees
not to commence any litigation relating thereto except in such courts), waives
any objection to the laying of venue of any such litigation in such courts and
agrees not to plead or claim that litigation brought in such courts has been
brought in an inconvenient forum.
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Section 4.9. Binding Effect. This Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective heirs, personal
representatives, successors and assigns.
Section 4.10. Amendment; Waiver.
(a) Except as provided in Section 4.10(b) below, this Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by each of the parties hereto.
(b) Without the consent of each of the parties hereto, (i) Article II and
Sections 4.13(b) and 4.13(c) hereof may be modified, amended, altered or
supplemented upon the execution and delivery of a written agreement executed by
Parent and the Warburg Shareholders and (ii) the Warburg Shareholders may waive
their termination right under Section 4.13(c) upon the execution and delivery of
a written waiver executed by the Warburg Shareholders. Any amendment or waiver
of any provision of this Agreement pursuant to this Section 4.10(b) shall have
no effect on the rights or obligations under this Agreement of the parties
hereto that are not party to such amendment or waiver.
Section 4.11. Severability. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid but if any provision or portion of any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision, and this Agreement will be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision or portion of
any provision had never been contained herein. The parties shall endeavor in
good faith negotiations to replace any invalid, illegal or unenforceable
provision with a valid provision the effects of which come as close as possible
to those of such invalid, illegal or unenforceable provision.
Section 4.12. Attorneys' Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements, in addition to any other relief to which such party may be
entitled.
Section 4.13. Termination.
(a) This Agreement shall terminate and be of no further force and effect
upon the first to occur of (i) the Effective Time; (ii) the termination of the
Merger Agreement by any party thereto in accordance with its terms; or (iii) any
amendment of the Merger Agreement without the written consent of the
Shareholders that (x) provides for a reduction in the Merger Consideration or
(y) changes the form of the payment of the Merger Consideration; provided,
however, that Articles II and IV shall survive the termination of this Agreement
pursuant to clause (i) of this Section 4.13(a).
(b) Upon any amendment of the Merger Agreement without the written consent
of the Warburg Shareholders that has the effect of increasing the Merger
Consideration payable to the holders of the Company Common Stock or decreasing
the Merger Consideration payable to the holders of the Company Preferred Stock,
the Warburg Shareholders may elect to terminate this
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Agreement as it relates to the Warburg Shareholders; provided, however, that the
Warburg Shareholders shall be required, with respect to any such amendment, to
exercise their right to terminate this Agreement pursuant to this Section
4.13(b) no later than three Business Days after receiving notice of such
amendment in accordance with the Merger Agreement.
(c) If, prior to the Effective Time, Parent shall purchase or agree to
purchase any shares of Company Common Stock at a per share purchase price
greater than the Negotiated Price, the Warburg Shareholders may elect to
terminate this Agreement (other than Article II hereof) as it relates to the
Warburg Shareholders; provided, however, that the Warburg Shareholders shall be
required, with respect to any particular purchase by Parent, to exercise their
right to terminate this Agreement (other than Article II hereof) pursuant to
this Section 4.13(c) no later than three Business Days after receiving notice
from Parent of such purchase. Parent hereby agrees to provide prompt notice to
the Warburg Shareholders of any such purchase by Parent. If the Warburg
Shareholders elect to terminate this Agreement (other than Article II hereof)
pursuant to this Section 4.13(c), Article II of this Agreement shall remain in
full force and effect as it relates to the Warburg Shareholders. For the
purposes of this Section 4.13(c), "Negotiated Price" shall mean the product of
(i) 0.05703 multiplied by (ii) (A) in the case of any purchase by Parent of
shares of Company Common Stock in any regular way, block or other trades on the
New York Stock Exchange ("NYSE"), the then prevailing market price per share of
Parent Common Stock as reported by the NYSE or (B) in the case of any purchase
by Parent of shares of Company Common Stock by any other means, the average of
the high and low sales prices, as reported by the NYSE, of Parent Common Stock
for the most recently completed trading day.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
NEWFIELD EXPLORATION COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title:
WARBURG, XXXXXX EQUITY PARTNERS, L.P.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
Managing Director
WARBURG, XXXXXX NETHERLANDS EQUITY
PARTNERS I, C.V.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
Managing Director
WARBURG, XXXXXX NETHERLANDS EQUITY
PARTNERS II, C.V.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
Managing Director
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WARBURG, XXXXXX NETHERLANDS EQUITY
PARTNERS III, C.V.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
Managing Director
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxxx
------------------------------
Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx X. Rathart
------------------------------
Xxxxx X. Xxxxxxx
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ANNEX A
SHAREHOLDER SHARES
Shares of Company Common Shares of Company
Shareholder Stock Preferred Stock
Warburg, Xxxxxx Equity Partners, L.P. - 1,830,888
Warburg, Xxxxxx Netherlands Equity Partners I, C.V. - 58,123
Warburg, Xxxxxx Netherlands Equity Partners II, C.V. - 38,749
Warburg, Xxxxxx Netherlands Equity Partners III, C.V. - 9,687
Xxxxxx X Xxxxxxxx 384,133 -
Xxxxx X. Xxxxxxxxx 67,700 -
Xxxxxxx X. Xxxxxxx 58,934 -
Total Shareholder Shares 510,767 1,937,447
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