KERR-MCGEE CORPORATION $500,000,000 3-YEAR REVOLVING CREDIT AGREEMENT Dated as of February 26, 1999 ROYAL BANK OF CANADA, as Administrative Agent and ArrangerCredit Agreement • March 30th, 1999 • Kerr McGee Corp • Crude petroleum & natural gas • New York
TO CITIBANK, N.A., AS TRUSTEEKerr McGee Corp • February 4th, 2000 • Crude petroleum & natural gas • New York
AMONGAgreement and Plan of Merger • May 16th, 2001 • Kerr McGee Corp • Crude petroleum & natural gas • Delaware
Exhibit 4.1 FIRST AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment"), dated as of October 14, 1998, to the Rights Agreement, dated as of July 9, 1996 (the "Rights Agreement"), by and between Kerr-McGee Corporation, a Delaware corporation...Rights Agreement • March 28th, 2001 • Kerr McGee Corp • Crude petroleum & natural gas • Delaware
to CITIBANK, N.A., as TrusteeIndenture • July 29th, 1999 • Kerr McGee Corp • Crude petroleum & natural gas • New York
TO CITIBANK, N.A., AS TRUSTEEKerr McGee Corp • January 4th, 2000 • Crude petroleum & natural gas • New York
AGREEMENTAgreement • March 27th, 1998 • Kerr McGee Corp • Crude petroleum & natural gas
W I T N E S S E T H:First Supplemental Indenture • March 11th, 1999 • Kerr McGee Corp • Crude petroleum & natural gas • New York
toKerr McGee Corp • March 30th, 2000 • Crude petroleum & natural gas • New York
COMMON STOCKKerr McGee Corp • February 4th, 2000 • Crude petroleum & natural gas • New York
and Morgan Guaranty Trust Company of New York, as AgentCredit Agreement • March 27th, 1998 • Kerr McGee Corp • Crude petroleum & natural gas • New York
TO CITIBANK, N.A., AS TRUSTEEKerr McGee Corp • January 4th, 2000 • Crude petroleum & natural gas • New York
1 EXHIBIT 1 KERR-MCGEE CORPORATION $____________ ____% Notes due ____ Underwriting AgreementKerr McGee Corp • January 4th, 2000 • Crude petroleum & natural gas • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated [*] July , 1999 (hereinafter -- called the "Supplemental Indenture"), is between KERR-McGEE CORPORATION, a Delaware corporation (hereinafter called the "Corporation"), and CITIBANK, N.A., a national banking...Second Supplemental Indenture • July 29th, 1999 • Kerr McGee Corp • Crude petroleum & natural gas • New York
RECITALSKerr McGee Corp • April 23rd, 1999 • Crude petroleum & natural gas • New York
AGREEMENTAgreement • March 27th, 1998 • Kerr McGee Corp • Crude petroleum & natural gas • Oklahoma
AGREEMENTAgreement • March 27th, 1997 • Kerr McGee Corp • Crude petroleum & natural gas • Oklahoma
BETWEENAgreement and Plan of Merger • October 20th, 1998 • Kerr McGee Corp • Crude petroleum & natural gas • Delaware
Exhibit 10.13 CONTINUITY AGREEMENT This Agreement (the "Agreement") is dated as of January 11, 2000 by and between Kerr-McGee Corporation, a Delaware corporation (the "Company"), and W. Pete Woodward (the "Executive"). WHEREAS, the Company's Board of...Continuity Agreement • March 28th, 2001 • Kerr McGee Corp • Crude petroleum & natural gas • Delaware
1 EXHIBIT 1.2 KERR-MCGEE CORPORATION ___% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2010 UNDERWRITING AGREEMENTKerr McGee Corp • February 4th, 2000 • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated December 31, 1996 by and between Devon Energy Corporation, an Oklahoma corporation (the "Company"), and Kerr-McGee Corporation, a Delaware corporation ("Security Holder"). W I T N E S...Registration Rights Agreement Registration Rights Agreement • January 8th, 1997 • Kerr McGee Corp • Crude petroleum & natural gas • Oklahoma
Exhibit 2 KERR-McGEE STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of October 14, 1998 (the "Agreement"), by and between Kerr-McGee Corporation, a Delaware corporation ("Issuer"), and Oryx Energy Company, a Delaware corporation ("Grantee")....Stock Option Agreement • October 20th, 1998 • Kerr McGee Corp • Crude petroleum & natural gas • Delaware
Exhibit 99.1 Kerr-McGee Signs Agreement in Principle to Sell Forest Products Operations OKLAHOMA CITY (March 5, 1998) -- Kerr-McGee Chemical LLC has signed an agreement in principle with Castle Harlan, Inc., a New York-based private merchant bank, to...Kerr McGee Corp • March 12th, 1998 • Crude petroleum & natural gas
OKLAHOMA CITY (March 5, 1998) -- Kerr-McGee Chemical LLC has signed an agreement in principle with Castle Harlan, Inc., a New York-based private merchant bank, to sell its forest products operations. The agreement in principle covers marketing and operations at the company's six crosstie-treating plants. The company's forest products division currently operates plants at Columbus, Miss.; The Dalles, Ore.; Indianapolis, Ind.; Madison, Ill.; Springfield, Mo.; and Texarkana, Texas. "This transaction is another step in the company's strategy to focus on its growing worldwide oil and gas exploration and production and titanium dioxide pigment operations," said Luke R. Corbett, Kerr-McGee chairman and chief executive officer. "The dedicated efforts of the employees have built the forest products division into a leader in the crosstie industry. However, we believe that the full potential of these operations can best be realized apart from the existing corporate structure." Kerr-McGee Chemical
1 EXHIBIT 10.3 October 14, 1998 [EMPLOYEE] [TITLE] Oryx Energy Company 13155 Noel Road Dallas, Texas 75240-5067 Dear : Kerr-McGee Corporation (the 'Company') and Oryx Energy Company ('Oryx') have entered into a merger agreement providing for the...Kerr McGee Corp • November 17th, 1998 • Crude petroleum & natural gas
Exhibit 10.2 ORYX STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of October 14, 1998 (the "Agreement"), by and between Oryx Energy Company, a Delaware corporation ("Issuer"), and Kerr-McGee Corporation, a Delaware corporation ("Grantee")....Oryx Stock Option Agreement • October 20th, 1998 • Kerr McGee Corp • Crude petroleum & natural gas • Delaware
STOCK RIGHTS AND RESTRICTIONS AGREEMENT STOCK RIGHTS AND RESTRICTIONS AGREEMENT, dated as of December 31, 1996, between DEVON ENERGY CORPORATION, an Oklahoma corporation ("Devon"), and KERR-McGEE CORPORATION, a Delaware corporation ("Kerr-McGee")....Stock Rights and Restrictions Agreement Stock Rights and Restrictions Agreement • January 8th, 1997 • Kerr McGee Corp • Crude petroleum & natural gas • Oklahoma
1 EXHIBIT 10.2 October 14, 1998 [EMPLOYEE] [TITLE] Oryx Energy Company 13155 Noel Road Dallas, Texas 75240-5067 Dear : Kerr-McGee Corporation (the 'Company') and Oryx Energy Company ('Oryx') have entered into a merger agreement providing for the...Kerr McGee Corp • November 17th, 1998 • Crude petroleum & natural gas
EXHIBIT 23.6 ------------------------------------------------------------------ -------------- [GOLDMAN, SACHS & CO. LETTERHEAD] PERSONAL AND CONFIDENTIAL ---- ---------------------------------------------------------------------------- November 17,...Kerr McGee Corp • November 17th, 1998 • Crude petroleum & natural gas
AGREEMENTAgreement • July 19th, 1999 • Kerr McGee Corp • Crude petroleum & natural gas
January 14, 1997 Mr. Frank McPherson Kerr-McGee Corporation Oklahoma City, Oklahoma 73102 Dear Mr. McPherson: Kerr-McGee Corporation (the "Company") has requested, and you have agreed, to provide consulting services in Oklahoma City following your...Kerr McGee Corp • March 27th, 1997 • Crude petroleum & natural gas • Oklahoma
Kerr-McGee Corporation (the "Company") has requested, and you have agreed, to provide consulting services in Oklahoma City following your retirement as chairman of the company. This letter sets forth our agreement regarding such services and shall become effective February 1, 1997. Our agreement shall continue for two years and may be extended, at the option of the Company, for one additional year.
EXHIBIT 1.1 KERR-MCGEE CORPORATION 8,655,652 DECSSM (Debt Exchangeable for Common Stock(SM)* 5.50% Exchangeable Notes Due August 2, 2004 (Subject to Exchange into Shares of Common Stock, par value $.10 per share, of Devon Energy Corporation)...Kerr McGee Corp • July 29th, 1999 • Crude petroleum & natural gas • New York
