Exhibit 1.2
Execution Version
Pricing Agreement
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J.P. Morgan
Securities Inc.
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Morgan Stanley &
Co. Incorporated
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As Representatives of the
several
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Underwriters named
in Schedule I hereto,
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May 5, 2008 |
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c/o J.P. Morgan Securities Inc.
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270 Park Avenue
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New York, New York 10017
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c/o Morgan Stanley & Co.
Incorporated
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1585 Broadway
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New York, New York 10036
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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 5, 2008 (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 or the Time of Sale 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 or the Time of Sale
Prospectus (each as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to
the Prospectus or the Time of Sale Prospectus, each 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 13 of the
Underwriting Agreement and the address of the Representatives
referred to in such Section 13 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 Firm Designated Securities set
forth opposite the name of such Underwriter in Schedule I
hereto.
If the
foregoing is in accordance with your understanding, please sign and
return to us 10 counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, inc
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