EXHIBIT 4.3
AMENDMENT NO. 1 TO
THE RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement (this "Amendment"), dated
as of January 13, 1999, is an amendment to the Rights Agreement, dated as of May
27, 1997 (the "Rights Agreement"), between Xxxxxx Oil Corporation, a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent").
WHEREAS, the Company proposes to enter into an Agreement and Plan of
Merger (the "Merger Agreement") dated as of the date hereof with Santa Fe Energy
Resources, Inc., a Delaware corporation ("Santa Fe"), pursuant to which the
Company will merge with and into Santa Fe on the terms set forth therein (the
"Merger"); and
WHEREAS, pursuant to and in compliance with Section 29 of the Rights
Agreement, the Company and the Rights Agent desire to amend the Rights Agreement
as set forth in this Amendment;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
Section 1. AMENDMENTS.
(a) The first sentence of the Rights Agreement is hereby amended by
inserting after "May 27, 1997" the phrase ", as amended as of January 13, 1999."
(b) Section 1 of the Rights Agreement is hereby amended by adding a new
last sentence to the definition of "Acquiring Person" so that the last sentence
of the definition of "Acquiring Person" shall read in its entirety as follows:
"In addition, notwithstanding the foregoing, Santa Fe Energy
Resources, Inc., a Delaware corporation ("Santa Fe"), shall
not be deemed to be an "Acquiring Person" for purposes of
this Agreement."
(c) Section 3(d) of the Rights Agreement is hereby amended by
inserting after "May 27, 1997" in line 4 of the legend set forth therein the
phrase ", as amended as of January 13, 1999."
(d) Section 14 of the Rights Agreement is hereby amended by adding the
following paragraph to the end of Section 14 so that the last paragraph of
Section 14 shall read in its entirety as follows:
"Notwithstanding any other provision of this Agreement,
neither of the following events shall constitute an
occurrence of the events referred to in Section 14(a)(i),
(ii) or (iii) hereof: (A) the announcement, approval,
execution or delivery of the Agreement and Plan of
Merger (the "Merger Agreement") dated as of January 13,
1999, between the Company and Santa Fe, and any amendments
thereto in accordance with its terms, pursuant to which
the Company will merge with and into Santa Fe on the terms
set forth therein (the "Merger") or (B) the consummation
of the Merger."
(e) The Rights Agreement is hereby amended by adding the following
Section 36 after Section 35 such that the last section of the Rights Agreement
shall read in its entirety as follows:
"Section 36. SANTA FE MERGER. Anything in this Agreement
to the contrary notwithstanding, the announcement,
approval, execution or delivery of the Merger Agreement
and the consummation of the transactions contemplated by
the Merger Agreement (including the Merger) shall not cause
Santa Fe or any Affiliates or Associates of Santa Fe to
be deemed an Acquiring Person or to give rise to a
Distribution Date, any event referred to in Section 12
hereof, any of the events referred to in Section 14 (a)(i),
(ii) or (iii) hereof or a Shares Acquisition Date."
(f) The Form of Right Certificate attached to the Rights Agreement as
Exhibit B is hereby amended by inserting after "May 27, 1997" in line 4 thereof
the phrase ", as amended as of January 13, 1999."
Section 2. REMAINDER OF AGREEMENT Not Affected. Except set forth in
Section 1 hereof, this Amendment shall not by implication or otherwise alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Rights Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect.
Section 3. AUTHORITY. Each party represents that such party has full
power and authority to enter into this Amendment, and that this Amendment
constitutes a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.
Section 4. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and 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.
Section 5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested, all as of the day and year first above written.
ATTEST: XXXXXX OIL CORPORATION
By: __________________________ By: ______________________________
Name: Name:
Title: Title:
ATTEST: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
As Rights Agent
By: __________________________ By: ______________________________
Name: Name:
Title: Title:
