EXHIBIT 1.2
PRICING AGREEMENT
May 21, 2003
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Newfield Exploration Company, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated May 21, 2003 (the "Underwriting Agreement"), to
issue and sell to you (the "Underwriter") the 3,500,000 Shares specified in
Schedule I hereto (the "Designated Shares"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Pricing Agreement to the same extent as if
such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as first amended or supplemented
relating to the Designated Shares which are the subject of this Pricing
Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Shares, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the time and place and at the purchase price to the Underwriter
set forth in Schedule I hereto, the Shares.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between the Underwriter and the Company.
Very truly yours,
Newfield Exploration Company
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
Accepted as of the date hereof:
Xxxxxx Xxxxxxx & Co. Incorporated
By: /s/ Xxxxx X. Sun
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Name: Xxxxx X. Sun
Title: Executive Director
SCHEDULE I
NUMBER OF DESIGNATED SHARES:
3,500,000 shares of common stock, par value $.01 per share ("Common Stock").
Each Share includes one Right to Purchase Series A Junior Participating
Preferred Stock issued pursuant to the Rights Agreement dated as of February 12,
1999 between the Company and ChaseMellon Shareholder Services, L.L.C.
OFFERING TERMS:
The Designated Shares may be offered by the Underwriter from time to time for
sale in one or more transactions in the over-the-counter market, through
negotiated transactions or otherwise at market prices prevailing at the time of
the sale, at prices related to prevailing market prices or at negotiated prices,
subject to prior sale, when, as and if delivered to and accepted by the
Underwriter.
PURCHASE PRICE BY UNDERWRITER:
$37.54 per Share
FORM OF DESIGNATED SHARES:
Definitive form, to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of The Depository
Trust Company or its designated custodian.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same-day) funds
BLACKOUT PROVISIONS:
The Company's directors and officers will agree that (and delivery of written
agreements to such effect shall be a condition to the obligations of the
Underwriter) for a period of 60 days from the date of the Prospectus Supplement,
such holders will not, without the prior written consent of Xxxxxx Xxxxxxx & Co.
Incorporated offer, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, pledge or otherwise dispose of or transfer any shares
of Common Stock, and the Company will not, for a period of 60 days from the date
of the Prospectus Supplement, without the prior written consent of Xxxxxx
Xxxxxxx & Co. Incorporated, directly or indirectly, offer, sell, contract to
sell, grant any option, right or warrant for the sale of, pledge or otherwise
dispose of or transfer any shares of Common Stock or any securities that are
convertible into or exercisable or exchangeable for Common Stock, in each case
except for (i) the sale of the Designated Shares to the Underwriter, (ii) the
sale by certain directors and executive officers of the Company of an aggregate
of up to 100,000 shares of Common Stock, (iii) transactions by any person other
than the Company relating to shares of Common Stock or other securities acquired
in open market transactions after the completion of the sale of the Designated
Shares to the Underwriter, (iv) grants of options or shares of Common Stock
pursuant to existing stock plans, (v) issuances pursuant to the exercise of
warrants, stock options and convertible securities outstanding on the date
hereof and (vi) agreements to issue, or issuances of, securities of the Company
in connection with bona fide acquisitions wherein the holders are effectively
subject to such restrictions with respect to the securities acquired or to be
acquired in such acquisitions.
TIME OF DELIVERY:
10:00 a.m. (New York City time), on May 27, 2003
CLOSING LOCATION:
Offices of Xxxxx Xxxxx L.L.P., Houston, Texas
