EXHIBIT 4.2
AMENDMENT TO RIGHTS AGREEMENT
The Rights Agreement dated as of August 17, 1999 between Devon Energy
Corporation and Fleet National Bank, f/k/a BankBoston, N.A., a national banking
association, as amended to date, is hereby amended as of May 25, 2000 as
follows:
1. The Rights Agreement is hereby amended to add a new Section 35 as
follows:
Section 35. Santa Xx Xxxxxx Exclusion. Notwithstanding anything in this
Agreement to the contrary, none of Santa Xx Xxxxxx Corporation, a
Delaware corporation ("Santa Xx Xxxxxx") or any of its Affiliates or
Associates shall be deemed an Acquiring Person and no Stock Acquisition
Date shall be deemed to have occurred as a result of any of the Santa
Xx Xxxxxx Transaction Agreements (as defined below) or any of the
transactions contemplated thereby. As used herein, "Santa Xx Xxxxxx
Transaction Agreements" means (i) the Agreement and Plan of Merger,
dated as of May 25, 2000 (the "Merger Agreement"), by and among the
Company, a wholly-owned subsidiary of the Company and Santa Xx Xxxxxx,
(ii) the Stock Option Agreements (as defined in the Merger Agreement);
and (iii) any other agreements between or among the Company and Santa
Xx Xxxxxx and/or any of their respective subsidiaries entered into in
connection with the Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly exercised, all as of the 25th day of May, 2000.
DEVON ENERGY CORPORATION
By /s/ J. Xxxxx Xxxxxxx
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J. Xxxxx Xxxxxxx
President and Chief Executive Officer
ATTEST:
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Secretary
FLEET NATIONAL BANK, f/k/a BANKBOSTON, N.A,
a national banking association
By /s/ Xxxxx Xxxxxx-Xxxx
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Administration Manager
ATTEST:
/s/ Xxxxxxx Xxxxxx
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Account Administrator
