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EXHIBIT 1.2
PRICING AGREEMENT
February 21, 2001
UBS Warburg LLC
As Representative of the several
Underwriters named in Schedule I hereto,
677 Washington Blvd.
Stamford, CT 06901
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 February 21, 2001 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Designated Securities specified in Schedule II hereto (the
"Designated Securities"). 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 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 amended or supplemented relating to the Designated Securities 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. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth in Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, 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 each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
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If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
Newfield Exploration Company
By: /s/ Terry W. Rathert
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Terry W. Rathert
Vice President and Chief Financial Officer
Accepted as of the date hereof:
UBS Warburg LLC
By: /s/ Salvatore Gianetti III
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Salvatore Gianetti III
Managing Director
By: /s/ Edward Massaro
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Edward Massaro
Managing Director
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL AMOUNT OF
DESIGNATED
SECURITIES
TO BE
PURCHASED
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UNDERWRITER
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UBS Warburg LLC $157,500,000
Wasserstein Perella Securities, Inc. 17,500,000
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Total $175,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7 5/8% Senior Notes due 2011
AGGREGATE PRINCIPAL AMOUNT:
$175,000,000
PRICE TO PUBLIC:
99.931% of the principal amount of the Designated Securities, plus accrued
interest, if any, from original issuance
PURCHASE PRICE BY UNDERWRITERS:
98.901% of the principal amount of the Designated Securities
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to be
made available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC or its designated custodian
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10 a.m. (New York City time), February 28, 2001
INDENTURE:
Indenture dated February 28, 2001, between the Company and First Union National
Bank, as Trustee
MATURITY:
March 1, 2011
INTEREST RATE:
7 5/8%
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INTEREST PAYMENT DATES:
March 1 and September 1 of each year commencing on September 1, 2001
REDEMPTION PROVISIONS:
Make-whole at Treasuries plus 50 basis points
SINKING FUND PROVISIONS:
No sinking fund provisions
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Offices of Baker Botts L.L.P., 3000 One Shell Plaza, Houston, Texas 77002
NAME AND ADDRESS OF REPRESENTATIVES:
UBS Warburg LLC
Address for notices:
UBS Warburg LLC
677 Washington Blvd.
Stamford, CT 06901
Attention: Ed Massaro, Managing Director High Yield Capital Markets
Facsimile: 203.719.5753
with a copy to:
UBS Warburg LLC
677 Washington Blvd.
Stamford, CT 06901
Attention: Legal Affairs (Debt)
Facsimile: 203.719.0680
LISTING OF DESIGNATED SECURITIES:
None
BLACKOUT PROVISIONS:
30 days
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UNDERWRITER PROVIDED INFORMATION:
The only information provided by the Underwriters and Representatives is (i) the
table of the first paragraph and (ii) the fourth and fifth paragraphs, under the
caption "Underwriting" in the Prospectus Supplement
PROSPECTUS DELIVERY:
References in Sections 5(c) and 7(j) of the Underwriting Agreement to "business
day" are hereby changed to "second business day"
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