EXHIBIT 1
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AGREEMENT OF CORRECTION
This Agreement of Correction (the "Agreement") is entered into as of
September 25, 2002 by and among Newfield Exploration Company, a Delaware
corporation ("Newfield"), 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 Xxxxx X. Xxxxx and Xxxxx X.
Xxxxxxx.
WHEREAS, the parties hereto have entered that certain Voting Agreement and
Irrevocable Proxy, dated as of May 29, 2002 (the "Voting Agreement");
WHEREAS, Annex A to the Voting Agreement is inaccurate with respect to the
Shareholder Shares (as defined in the Voting Agreement) held by the Individual
Shareholders; and
WHEREAS, the parties hereto desire to amend Annex A to correct such
inaccuracies;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements contained herein and in the Voting Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:
Section 1. Corrections to Voting Agreement.
(a) Section 1.5 of the Voting Agreement is hereby corrected by adding
the following proviso at the end thereof:
"; provided, however, that the Warburg Shareholders shall be permitted
to assign or transfer any Shareholder Shares held by the Warburg
Shareholders to any entity that is wholly owned by one or more of the
Warburg Shareholders, but only if such entity agrees to be bound by
the terms of this Agreement pursuant to an instrument reasonably
acceptable to Parent."
(b) Annex A to the Voting Agreement is hereby replaced in its entirety
by the corrected Annex A set forth in Exhibit 1 hereto. Each of the parties
hereto acknowledges and agrees that the parties may substitute such
corrected Annex A in the Voting Agreement and that such corrected Annex A
shall be deemed to have been a part of the Voting Agreement for all
purposes as of its effective date as if such corrected Annex A were
originally set forth therein.
(c) Except as provided in this Section 1, the Voting Agreement shall
remain in full force and effect.
Section 2. Definitions. Capitalized terms that are used but not defined in
this Agreement shall have the meanings set forth in the Voting Agreement.
Section 3. Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement.
Section 4. 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.
Section 5. Amendment. 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.
[signature pages follow]
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
NEWFIELD EXPLORATION COMPANY
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive
Officer
WARBURG, XXXXXX EQUITY
PARTNERS, L.P.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
WARBURG, XXXXXX NETHERLANDS
EQUITY PARTNERS I, C.V.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
WARBURG, XXXXXX NETHERLANDS
EQUITY PARTNERS II, C.V.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
WARBURG, XXXXXX NETHERLANDS
EQUITY PARTNERS III, C.V.
By: Warburg, Xxxxxx & Co., its General
Partner
By: /s/ Xxxxx X. Xxxxx
------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
EXHIBIT 1 - CORRECTED ANNEX A
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ANNEX A
SHAREHOLDER SHARES
Shares of Company Shares of Company
Shareholder Common 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 397,149 -
Xxxxx X. Xxxxxxxxx 80,375 -
Xxxxxxx X. Xxxxxxx 76,252 -
Total Shareholder Shares 553,776 1,937,447
