1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 (this "Amendment No. 2"), dated as of April 2,
2000, between Union Pacific Resources Group Inc., a Utah corporation (the
"Company"), and Xxxxxx Trust and Savings Bank, as Rights Agent (the "Rights
Agent"), documents the complete agreement and understanding of the Company and
the Rights Agent, effective as of April 2, 2000, with respect to certain
amendments to the Amended and Restated Rights Agreement, dated as of December 1,
1998, between the Company and the Rights Agent (the "Rights Agreement").
Capitalized terms used but not defined herein, unless the context otherwise
requires, have the meanings ascribed to such terms in the Rights Agreement.
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement and Amendment No. 1 to Rights Agreement, dated
as of April 2, 2000 ("Amendment No. 1");
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 26 thereof;
WHEREAS, the Company is a party to an Agreement and Plan of Merger (as
it may be amended or supplemented from time to time, the "Merger Agreement"),
dated April 2, 2000, among Anadarko Petroleum Corporation, a Delaware
corporation ("Anadarko"), Dakota Merger Corp., a Utah corporation and
wholly-owned subsidiary of Anadarko ("Subcorp"), and the Company, which provides
for, among other things, the merger of Subcorp with and into the Company (the
"Merger") subject to shareholder and regulatory approval and other terms and
conditions;
WHEREAS, concurrently with the execution and delivery of the Merger
Agreement, Anadarko and the Company entered into a Stock Option Agreement, dated
as of April 2, 2000 (the "UPR Stock Option Agreement"), which grants Anadarko an
irrevocable option to purchase, after the satisfaction of certain conditions,
Common Shares;
WHEREAS, the Merger Agreement contemplates amendments to the Rights
Agreement so that Anadarko and Subcorp are each exempt from the definition of
"Acquiring Person" contained in the Rights Agreement with respect to, and no
"Stock Acquisition Date" or "Distribution Date" or "Triggering Event" will occur
as a result of, the execution of the Merger Agreement or the UPR Stock Option
Agreement or the consummation of the Merger pursuant to the Merger Agreement, or
the acquisition of beneficial ownership or transfer of Common Shares pursuant to
the UPR Stock Option Agreement, and that the Rights Agreement will expire
immediately prior to the Effective Time (as defined in the Merger Agreement) of
the Merger;
WHEREAS, the Board of Directors previously determined that it is in the
best interests of the Company and its shareholders to amend the Rights Agreement
as contemplated by the Merger Agreement;
2
WHEREAS, Amendment No. 1 effected certain, but inadvertently not all,
of the amendments to the Rights Agreement authorized by the Board of Directors
of the Company as contemplated by the Merger Agreement and agreed to by the
Company and the Rights Agent; and
WHEREAS, the Company and the Rights Agent desire to effect the intended
amendments to the Rights Agreement, by superseding and replacing Amendment No. 1
as described below in this Amendment No. 2.
NOW, THEREFORE, the Company and the Rights Agent hereby supersede and
replace Amendment No. 1 and amend the Rights Agreement as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is hereby modified and amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
none of Anadarko Petroleum Corporation, a Delaware corporation
("Anadarko"), Subcorp (as defined in the Anadarko Merger
Agreement (defined below)), or any of their Affiliates or
Associates, shall be deemed to be an Acquiring Person by
virtue of the execution of the Agreement and Plan of Merger,
dated as of April 2, 2000 (as the same may be amended from
time to time, the "Anadarko Merger Agreement"), by and among
Anadarko, Subcorp and the Company, the UPR Stock Option
Agreement (as defined in the Anadarko Merger Agreement) or the
consummation of the transactions contemplated by the Anadarko
Merger Agreement, including, without limitation, the merger of
Subcorp with and into the Company (the "Anadarko Merger"), or
the acquisition of beneficial ownership or the transfer of
Common Shares pursuant to the UPR Stock Option Agreement or
the announcement of any of the foregoing transactions."
2. The definition of "Stock Acquisition Date" in Section 1(o) of
the Rights Agreement is hereby modified and amended by adding
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Stock Acquisition Date shall not be deemed to have occurred as
a result of the execution of the Anadarko Merger Agreement or
the UPR Stock Option Agreement or the consummation of the
transactions contemplated by the Anadarko Merger Agreement,
including without limitation, the Anadarko Merger, the
acquisition of beneficial ownership or the transfer of Common
Shares pursuant to the UPR Stock Option Agreement, or the
announcement of any of the foregoing transactions."
3. Section 3(a) of the Rights Agreement is amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as a
result of the execution of the Anadarko
2
3
Merger Agreement or the UPR Stock Option Agreement or the
consummation of the transactions contemplated by the Anadarko
Merger Agreement, including without limitation, the Anadarko
Merger, the acquisition of beneficial ownership or the
transfer of Common Shares pursuant to the UPR Stock Option
Agreement, or the announcement of any of the foregoing
transactions."
4. The definition of "Section 11(a)(ii) Event" in Section 1(m) of
the Rights Agreement is hereby modified and amended by adding
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Section 11(a)(ii) Event shall not be deemed to have occurred
as a result of the execution of the Anadarko Merger Agreement
or the UPR Stock Option Agreement or the consummation of the
transactions contemplated by the Anadarko Merger Agreement,
including without limitation, the Anadarko Merger, the
acquisition of beneficial ownership or the transfer of Common
Shares pursuant to the UPR Stock Option Agreement, or the
announcement of any of the foregoing transactions."
5. The definition of "Section 13 Event" in Section 1(n) of the
Rights Agreement is hereby modified and amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Section 13 Event shall not be deemed to have occurred as the
result of the execution of the Anadarko Merger Agreement or
the UPR Stock Option Agreement or the consummation of the
transactions contemplated by the Anadarko Merger Agreement,
including without limitation, the Anadarko Merger, the
acquisition of beneficial ownership or the transfer of Common
Shares pursuant to the UPR Stock Option Agreement, or the
announcement of any of the foregoing transactions."
6. The definition of "Triggering Event" in Section 1(r) of the
Rights Agreement is hereby modified and amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Triggering Event shall not be deemed to have occurred as the
result of the execution of the Anadarko Merger Agreement or
the UPR Stock Option Agreement or the consummation of the
transactions contemplated by the Anadarko Merger Agreement,
including without limitation, the Anadarko Merger, the
acquisition of beneficial ownership or the transfer of Common
Shares pursuant to the UPR Stock Option Agreement, or the
announcement of any of the foregoing transactions."
7. It being agreed that October 28, 2006 or, if applicable, such
earlier date, shall for all purposes of the Rights Agreement
be deemed the "Final Expiration Date,"
3
4
Section 7(a) of the Rights Agreement is hereby modified and
amended to change the reference to "October 28, 2006" to
"October 28, 2006 or, if earlier, immediately prior to the
consummation of the Anadarko Merger as contemplated by the
Anadarko Merger Agreement."
8. Section 29 of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights (and, prior to the Distribution Date,
registered holders of the Common Shares) or any other Person
any legal or equitable rights, remedies, or claims under this
Agreement by virtue of the execution of the Anadarko Merger
Agreement or the UPR Stock Option Agreement or the
consummation of the transactions contemplated by the Anadarko
Merger Agreement, including without limitation, the Anadarko
Merger, the acquisition of beneficial ownership or the
transfer of Common Shares pursuant to the UPR Stock Option
Agreement, or the announcement of any of the foregoing
transactions.
9. The Company and the Rights Agent acknowledge that this
Amendment No. 2 accurately documents the agreement between the
Company and the Rights Agent, effective as of the date of the
Merger Agreement, which evidenced their understanding that
they were implementing the Merger Agreement.
10. This Amendment No. 2 is intended to supersede and replace
Amendment No. 1 in its entirety as of the date of the Merger
Agreement. Upon execution and delivery of this Amendment No. 2
by the Company and the Rights Agent, Amendment No. 1 shall be
of no further force or effect.
11. This Amendment No. 2 shall be deemed to be a contract made
under the laws of the State of Utah and for all purposes shall
be governed by and construed in accordance with the laws of
such state applicable to contracts to be made and performed
entirely within such state.
12. This Amendment No. 2 may be executed in any number of
counterparts, each of such counterparts shall for all purposes
be deemed to be an original, and all of such counterparts
shall together constitute but one and the same instrument.
13. In all respects not inconsistent with the terms and provisions
of this Amendment No. 2, the Rights Agreement is hereby
ratified, adopted, approved, and confirmed. In executing and
delivering this Amendment No. 2, the Rights Agent shall be
entitled to all of the privileges and immunities afforded to
the Rights Agent under the terms and conditions of the Rights
Agreement.
14. If any term, provision, covenant, or restriction of this
Agreement No. 2 is held by a court of competent jurisdiction
or other authority to be invalid, void, or unenforceable, the
remainder of the terms, provisions, covenants, and
restrictions of this Amendment No. 2, and of the Rights
Agreement, shall remain in full force and effect and shall in
no way be affected, impaired, or invalidated.
4
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed, all as of the date and year first above written.
UNION PACIFIC RESOURCES GROUP INC.
By: /s/ XXXXX X. XXXXXXXX
------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President, General Counsel and
Corporate Secretary
XXXXXX TRUST AND SAVINGS BANK
By: /s/ XXXX XXXX XXXXX
------------------------------------------
Name: Xxxx Xxxx Xxxxx
-------------------------------------
Title: Vice President
------------------------------------
5
