EXHIBIT 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of October 14, 1998 (the
"Amendment"), between Oryx Energy Company, a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (as successor to
Manufacturers Hanover Trust Company) (the "Rights Agent").
RECITALS
WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of September 11, 1990 (the "Rights Agreement");
WHEREAS, Xxxx-XxXxx Corporation, a Delaware corporation ("Xxxx-XxXxx"), and
the Company intend to enter into (i) an Agreement and Plan of Merger, dated as
of October 14, 1998 (as it may be further amended, supplemented or otherwise
modified from time to time, the "Merger Agreement"), pursuant to which the
Company will merge with and into Xxxx-XxXxx on the terms and conditions stated
therein (the "Merger") and (ii) a Stock Option Agreement, dated as of October
14, 1998 (as it may be further amended, supplemented or otherwise modified from
time to time, the "Stock Option Agreement"), pursuant to which the Company will
grant to Xxxx-XxXxx an option to purchase shares of common stock of the Company
on the terms and conditions granted therein;
WHEREAS, the Board of Directors of the Company has approved the Merger
Agreement, the Stock Option Agreement and the Merger; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing, and the Company and the Rights Agent desire to evidence such
amendment in writing.
Accordingly, the parties agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is
hereby amended by adding the following at the end of the first sentence:
"or (v) Xxxx-XxXxx, or any of its Affiliates or Associates, by virtue
of (1) the approval, execution or delivery of the Merger Agreement, (2) the
approval, execution or delivery of the Stock Option Agreement, or (3) the
consummation of any of the transactions contemplated by the Merger
Agreement or the Stock Option Agreement in accordance with the terms
thereof."
2. Amendment of Section 1(b). Section 1(b) of the Rights Agreement is
hereby amended by adding the following at the end of the first sentence:
"; provided, however, that neither Xxxx-XxXxx nor any of its
Affiliates or Associates shall be deemed to be an Adverse Person by virtue
of (i) the approval, execution or delivery of the Merger Agreement, (ii)
the approval, execution or delivery of the Stock Option Agreement, or (iii)
the consummation of any of the transactions contemplated by the Merger
Agreement or the Stock Option Agreement in accordance with the terms
thereof."
3. Amendment of Section 1(o). Section 1(o) of the Rights Agreement is
hereby amended by adding the following at the end thereof:
"; provided that, nothing in this Agreement to the contrary, none of
the approval, execution or delivery of the Merger Agreement or the Stock
Option Agreement or any of the consummation of the transactions
contemplated by the Merger Agreement or the Stock Option Agreement in
accordance with the terms thereof (each, an "Excluded Transaction"), shall
be deemed to be a Triggering Event and no Excluded Transaction shall cause
the Rights to be adjusted or exercisable in accordance with Section 11,
Section 13 or any other provision of this Agreement."
4. Sections 1(q), (r) and (s). The following subsections are hereby
added after Section 1(p) of the Rights Agreement:
"(q) "Xxxx-XxXxx" shall mean Xxxx-XxXxx Corporation, a Delaware
corporation.
(r) "Merger Agreement" shall mean the Agreement and Plan of Merger,
dated as of October 14, 1998, by and between Xxxx-XxXxx and the Company, as
it may be amended, supplemented or otherwise modified from time to time.
(s) "Stock Option Agreement" shall mean the Stock Option Agreement,
dated as of October 14, 1998, by and between Xxxx-XxXxx and the Company
granting Xxxx-XxXxx an option to purchase Common Shares, as it may be
amended, supplemented or otherwise modified from time to time."
5. Amendment of Section 2. Section 2 of the Rights Agreement is hereby
amended by deleting the following:
"and the holders of the Rights (and such holders, shall, in accordance
with Section 3, prior to the Distribution Date also be the holders of the
Common Shares),"
6. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
hereby amended by adding the following sentence after the first sentence
thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as a result of the
announcement or occurrence of (1) the approval, execution or delivery of
the Merger Agreement, (2) the approval, execution or delivery of the Stock
Option Agreement, or (3) the consummation of any of the
transactions contemplated by the Merger Agreement or the Stock Option
Agreement in accordance with the terms thereof."
7. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
hereby amended by deleting the following clause from Section 7(a):
"the earlier of (i) the close of business on September 11, 2000 (the
"Final Expiration Date"), or (ii) the time at which the Rights are redeemed
as provided in Section 23 (the "Redemption Date")."
and substituting therefore:
"the earliest of (i) the close of business on September 11, 2000,
(ii) the Effective Time (as such term is defined in the Merger Agreement),
if the Effective Time occurs (the earlier of (i) and (ii) being herein
referred to as the "Final Expiration Date"), and (iii) the time at which
the Rights are redeemed as provided in Section 23 (the "Redemption Date")."
8. Amendment of Section 21. Section 21 of the Rights Agreement is hereby
amended be deleting the fifth sentence in its entirety and substituting
therefore:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be either (a) a corporation organized and doing
business under the laws of the United States or of any state of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by
federal or state authority and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least $50,000,000 or (b)
an affiliate of such corporation."
9. Effectiveness. This Amendment shall be deemed effective as of the
date of, and immediately prior to the execution of, the Merger Agreement and the
Stock Option Agreement. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected by this
Amendment.
10. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware 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. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect, and shall in no way be effected, impaired or invalidated.
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
ORYX ENERGY COMPANY
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Chairman of the Board and
Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C., as successor in interest to Manufacturers
Hanover Trust Company
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
