Exhibit 4.2
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (the "Rights
Agreement"), dated as of May 9, 1996, between THE LOUISIANA LAND AND EXPLORATION
COMPANY, a Maryland corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY
OF NEW YORK, a subsidiary of First Chicago NBD Corporation (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
specifying the terms of the Rights (as defined therein);
WHEREAS, the Company intends to enter into the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of July 16, 1997, by and among Burlington
Resources Inc., a Delaware corporation ("Parent"), BR Acquisition Corporation, a
Maryland corporation and a wholly owned subsidiary of Parent ("Sub"), and the
Company, relating to the combination of Parent and the Company pursuant to a
merger of Sub with and into the Company;
WHEREAS, pursuant to the Merger Agreement, the Company intends to enter
into a stock option agreement, dated as of July 16, 1997, between Parent and the
Company, pursuant to which Parent shall be granted the option to purchase shares
of capital stock, par value $.15 per share, of the Company; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement and this
Amendment No. 1.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment No. 1, the parties hereby agree
as follows:
1. The Rights Agreement is amended by deleting the word "or" before "(ii)"
in the definition of Acquiring Person in Section 1(a) and adding a new clause
(iii) as follows:
", or (iii) Burlington Resources Inc., a Delaware corporation ("Parent"),
and BR Acquisition Corporation, a Maryland corporation and a wholly owned
subsidiary of Parent ("Sub"), solely as a result of the execution of (A)
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of
July 16, 1997, by and among Parent, Sub and the Company, and (B) the stock
option agreement (the "Option Agreement"), dated as of July 16, 1997,
between Parent and the Company, and in each case the consummation of the
transactions contemplated thereby in accordance with the terms thereof."
2. The Rights Agreement is amended by adding a new Section 35 as follows:
"Section 35. Merger Agreement and Option Agreement. Notwithstanding any
provision herein to the contrary, neither Parent nor Sub shall be
considered an Acquiring Person under this Agreement and no Shares
Acquisition Date, Triggering Event or Distribution Date shall occur in any
such case as the result of the approval, execution or delivery of the
Merger Agreement and the Option Agreement or the consummation of the
transactions contemplated thereby."
3. This Amendment No. 1 may be executed in two counterparts, each of which
shall be deemed an original, but both which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed as of July 17, 1997.
THE LOUISIANA LAND AND EXPLORATION COMPANY
By: /s/ Xxxxxxxxx X. Xxxxxxx, XX
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Name: Xxxxxxxxx X. Xxxxxxx, XX
Title: Vice President, General Counsel and
Corporate Secretary
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
