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EXHIBIT 2.4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT (this "Amendment"), dated as of April 2, 2000, to the Amended
and Restated Rights Agreement, dated as of December 1, 1998, between Union
Pacific Resources Group Inc., a Utah corporation (the "Company"), and Xxxxxx
Trust and Savings Bank as Rights Agent (the "Rights Agent"). 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
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 26 thereof; and
WHEREAS, it is proposed that the Company enter into 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
("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");
and
WHEREAS, the Merger Agreement contemplates that, concurrently with and
as a condition to the execution and delivery of the Merger Agreement, Anadarko
and the Company will enter into the Stock Option Agreement dated April 2, 2000
(the "UPR Stock Option Agreement"); and
WHEREAS, the Merger Agreement contemplates that the Company will amend
the Rights Agreement so that Anadarko is exempt from the definition of
"Acquiring Person" contained in the Rights Agreement and no "Stock Acquisition
Date" or "Distribution Date" will occur as a result of the execution of the UPR
Stock Option Agreement or the acquisition or transfer of Common Shares by the
Company pursuant to the UPR Stock Option Agreement; and
WHEREAS, the Board of Directors has 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.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. 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,
neither Anadarko Petroleum Corporation, a Delaware corporation
("Anadarko"), nor any of its Affiliates or Associates, shall
be deemed to be an Acquiring Person by virtue of the approval,
execution, or delivery of the Stock Option Agreement dated
April 2,
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2000, between the Company and Anadarko (the UPR Stock Option
Agreement"), or the acquisition of beneficial ownership of
Common Shares pursuant to such agreement."
2. 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 the
result of the execution of the UPR Stock Option Agreement or
the acquisition or transfer of Common Shares by the Company
pursuant to the UPR Stock Option Agreement."
3. 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 or any other Person any legal or equitable
rights, remedies, or claims under this Agreement by virtue of
the execution of the UPR Stock Option Agreement, or by virtue
of any of the transactions contemplated by such agreement.
4. This Amendment shall become effective as of the date of the
Merger Agreement. If the Merger Agreement is terminated
without the Effective Time (as defined in the Merger
Agreement) having occurred, this Amendment shall be null and
void and the Company shall promptly notify the Rights Agent in
writing of such an occurrence.
5. This Amendment 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.
6. 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.
7. In all respects not inconsistent with the terms and provisions
of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved, and confirmed. In executing and delivering
this Amendment, 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.
8. If any term, provision, covenant, or restriction of this
Agreement 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, and of the Rights Agreement,
shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.
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IN WITNESS WHEREOF, the parties hereto having caused this Amendment to
be duly executed and attested, all as of the date and year first above written.
UNION PACIFIC RESOURCES GROUP INC.
By:
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President, General Counsel and
Corporate Secretary
XXXXXX TRUST AND SAVINGS BANK
By:
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Name:
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Title:
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