CLARIFICATION OF
ANSCHUTZ SHAREHOLDERS AGREEMENT
AND
ANSCHUTZ/SPINCO SHAREHOLDERS AGREEMENT
Reference is hereby made to (i) a Shareholders
Agreement (the "Anschutz Shareholders Agreement"), dated
as of August 3, 1995, by and among Union Pacific Corpora-
tion, a Utah corporation ("Parent"), UP Acquisition
Corporation, a Delaware corporation and an indirect
wholly owned subsidiary of Parent ("Purchaser"), The
Anschutz Corporation, a Kansas corporation ("TAC"),
Anschutz Foundation, a Colorado not-for-profit corpora-
tion (the "Foundation"), and Xx. Xxxxxx X. Xxxxxxxx ("Xx.
Xxxxxxxx" and, collectively with TAC and the Foundation,
the "Shareholders"), and (ii) a Shareholders Agreement
("Anschutz/Spinco Shareholders Agreement" and, together
with the Anschutz Shareholders Agreement, the "Agree-
ments"), dated as of August 3, 1995, by and among Union
Pacific Resources Group Inc., a Delaware corporation and
a wholly owned subsidiary of Parent ("Spinco"), and the
Shareholders. On behalf of the parties to the Agree-
ments, the undersigned are entering into this letter
agreement which sets forth certain clarifications to the
Agreements in order to correct certain typographical
errors, delete surplus verbiage and clarify certain other
matters. Capitalized terms that are defined in the
Agreements and are not otherwise defined herein shall
have the respective meanings ascribed to them in the
Agreements. The parties agree that the Agreements shall
be conformed to reflect the following clarifications:
1. Section 3(b) of the Anschutz Shareholders
Agreement. The word "or" was inadvertently omitted from
the last sentence of Section 3(b) of the Anschutz Share-
holders Agreement between the phrases "operation of law"
and "upon the occurrence", and shall be deemed to be
inserted between such phrases.
2. Section 5(a) of the Anschutz Shareholders
Agreement. The phrase "and (D) following consummation of
the Merger, the acquisition of not more than 131,723
shares of Parent Common Stock pursuant to the Airplane
Purchase Agreement dated as of May 5, 1994 between TAC
and Learjet Inc. (as amended from time to time, the
"Airplane Purchase Agreement")" was inadvertently omitted
from clause (i) of Section 5(a) of the Anschutz Share-
holders Agreement immediately following the phrase "(C)
the issuance and delivery of Parent Voting Securities
pursuant to the Merger Agreement" and shall be deemed to
be inserted therein and the word "and" preceding "(C)"
shall be deemed to be deleted. In addition, the refer-
ence to "Section 5(b)" in clause (z) of the last para-
graph of Section 5(a) of the Anschutz Shareholders Agree-
ment was incorrect and shall be deemed to the deleted and
the correct reference to "Section 5(c)" shall be deemed
to be inserted therein.
3. Section 5(b) of the Anschutz Shareholders
Agreement. The phrase "pursuant to the Airplane Purchase
Agreement and" was inadvertently omitted from Section
5(b) of the Anschutz Shareholders Agreement immediately
before the phrase "by way of stock dividends or other
distributions" and shall be deemed to be inserted there-
in.
4. Section 5(c) of the Anschutz Shareholders
Agreement. The words "with respect to the election of
directors" was inadvertently omitted from Section 5(c) of
the Anschutz Shareholders Agreement immediately following
the phrase "and as directed by the Persons acting as
Proxies in respect of proxies solicited by the Board of
Directors of Parent" in clause (ii) thereof and shall be
deemed to be inserted therein.
5. Section 6(a) of the Anschutz Shareholders
Agreement. The word "which" at the beginning of the
phrase "which respect to the identity of the acquiror of
such Parent Voting Securities ..." at line 18 of Section
6(a) of the Anschutz Shareholders Agreement was inadver-
tently inserted and shall be deemed to be deleted and the
word "with" shall be deemed to be inserted in lieu there-
of.
6. Section 6(b) of the Anschutz Shareholders
Agreement. The phrase "set forth in the proviso in
Section 6(a) hereof" contained in the tenth sentence of
Section 6(b) of the Anschutz Shareholders Agreement con-
tains a typographical omission and surplus verbiage. The
word "as" was inadvertently omitted immediately before
such phrase and shall be deemed to be inserted therein,
and the words "the proviso in" were inadvertently insert-
ed in such phrase and shall be deemed to be deleted
therefrom.
7. Section 7(a) of the Anschutz Shareholders
Agreement. The following phrase was inadvertently omit-
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xxx from the sixth sentence of Section 7(a) of the
Anschutz Shareholders Agreement and shall be deemed to be
inserted at the end of such sentence:
; provided, however that Parent shall not be
obligated to cause the Shareholder Designee to
become a member of the Compensation, Benefits
and Nominating Committee of the Board if, and
only for so long as, in the opinion of tax
counsel for Parent (which may be internal or
outside counsel), the membership of the Share-
holder Designee on such Committee would be
likely to cause the disallowance of any deduc-
tion by Parent for federal income tax purposes
under Section 162(m) of the Code or any other
provision of, or regulation under, the Code now
or hereafter in effect. Parent acknowledges
that the Shareholder Designee, consistent with
his rights and duties as a director, shall have
access to all information that he may request
concerning actions taken by the Compensation,
Benefits and Nominating Committee.
8. Section 9(c) of the Anschutz Shareholders
Agreement. The phrase ", except that TAC has the right
to acquire up to 324,041 (less any amount subsequently
sold by Learjet, Inc. or its assignee) shares of Company
Common Stock pursuant to the Airplane Purchase Agreement"
was inadvertently omitted from Section 9(c) of the
Anschutz Shareholders Agreement at the end of the second
sentence thereof and shall be deemed to be inserted
therein.
9. Section 2 of the Anschutz/Spinco Sharehold-
ers Agreement. The parenthetical phrase "(other than
Sections 3, 4, 5, 9, 10, 11 and 14)" was inadvertently
omitted after the word "Agreement" in the first line of
Section 2 of the Anschutz/Spinco Shareholders Agreement
and such parenthetical phrase shall be deemed to be
inserted therein. In addition, the words "this Agree-
ment" were inadvertently omitted at the end of the second
line of Section 2 of the Anschutz/Spinco Shareholders
Agreement after the word "and" and such words shall be
deemed to be inserted therein.
10. Section 3 of the Anschutz/Spinco Share-
holders Agreement. The word "and" was inadvertently
omitted from the proviso of Section 3 of the
Anschutz/Spinco Shareholders Agreement, between the
phrases "with respect to the Company Voting Securities
pledged thereunder" and "no such pledge shall prevent
...", and shall be deemed to be inserted between such
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phrases. In addition, the words "or Spinco Voting Secu-
rities" were inadvertently omitted following the phrase
"Company Common Stock" on line 24 of Section 3 of the
Anschutz/Spinco Shareholders Agreement and following the
phrase "Company Voting Securities" on lines 26, 35, 37,
and 43 of Section 3 of the Anschutz/Spinco Shareholders
Agreement and such words shall be deemed to be inserted
therein.
11. Section 5(a) of the Anschutz/Spinco Share-
holders Agreement. The phrase "and (D) following consum-
mation of the Merger, the acquisition of not more than
such number of shares of Spinco Common Stock as may be
received as a dividend on not more than 131,723 shares of
Parent Common Stock received by Learjet, Inc. in the
Merger, and subject to the Airplane Purchase Agreement
dated as of May 5, 1994 between TAC and Learjet Inc. (as
amended from time to time, the "Airplane Purchase Agree-
ment")" was inadvertently omitted from clause (i) of
Section 5(a) of the Anschutz/Spinco Shareholders Agree-
ment immediately following the phrase "(C) the issuance
and delivery of Spinco Voting Securities pursuant to the
Spin-off" and shall be deemed to be inserted therein and
the word "and" preceding "(C)" shall be deemed to be
deleted. In addition, the reference to "Section 5(b)" in
clause (z) of the last paragraph of Section 5(a) of the
Anschutz/Spinco Shareholders Agreement was incorrect and
shall be deemed to be deleted and the correct reference
to "Section 5(c)" shall be deemed to be inserted therein.
12. Section 5(b) of the Anschutz/Spinco Share-
holders Agreement. The phrase "pursuant to the Airplane
Purchase Agreement and" was inadvertently omitted from
Section 5(b) of the Anschutz/Spinco Shareholders Agree-
ment immediately before the phrase "by way of stock
dividends or other distributions" and shall be deemed to
be inserted therein.
13. Section 5(c) of the Anschutz/Spinco Share-
holders Agreement. The words "with respect to the elec-
tion of directors" were inadvertently omitted from Sec-
tion 5(c) of the Anschutz/Spinco Shareholders Agreement
immediately following the phrase "and as directed by the
Persons acting as Proxies in respect of proxies solicited
by the Board of Directors of Spinco" in clause (ii)
thereof and shall be deemed to be inserted therein. In
the event that Parent in its sole discretion should
determine that the Shareholders' voting obligations
pursuant to Section 5(c)(ii) of the Anschutz/Spinco
Shareholders Agreement could adversely affect the tax-
free nature of the spin-off of Union Pacific Resources
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Group Inc., Section 5(c)(ii) shall be deemed to be
stricken therefrom.
14. Section 6(a) of the Anschutz/Spinco Share-
holders Agreement. The word "which" at the beginning of
the phrase "which respect to the identity of the acquiror
of such Spinco Voting Securities ..." at line 17 of
Section 6(a) of the Anschutz/Spinco Shareholders Agree-
ment was inadvertently inserted and shall be deemed to be
deleted, and the word "with" shall be deemed to be in-
serted in lieu thereof.
15. Section 6(b) of the Anschutz/Spinco Share-
holders Agreement. The phrase "set forth in the proviso
in Section 6(a) hereof" contained in the tenth sentence
of Section 6(b) of the Anschutz/Spinco Shareholders
Agreement contains a typographical omission and surplus
verbiage; the word "as" was inadvertently omitted immedi-
ately before such phrase and shall be deemed to be in-
serted therein, and the words "the proviso in" were inad-
vertently inserted in such phrase and shall be deemed to
be deleted therefrom.
16. Section 7(a) of the Anschutz/Spinco Share-
holders Agreement. The words "or until the termination
of this Agreement" in the first full paragraph following
subparagraph (vi) in Section 7(a) of the Anschutz/Spinco
Shareholders Agreement were inadvertently included there-
in and in lieu thereof the following words shall be
deemed to be inserted therein: "and so long as this
Agreement shall not have been terminated".
17. Section 9(c) of the Anschutz/Spinco Share-
holders Agreement. The phrase ", except that TAC has the
right to acquire up to 520,188 (less any amount subse-
quently sold by Learjet, Inc. or its assignee) shares of
Company Common Stock pursuant to the Airplane Purchase
Agreement" was inadvertently omitted from Section 9(c) of
the Anschutz/Spinco Shareholders Agreement at the end of
the second sentence thereof and shall be deemed to be
inserted therein.
18. Section 10 of the Anschutz/Spinco Share-
holders Agreement. The word "Delaware" on the second
line of Section 10(a) of the Anschutz/Spinco Shareholders
Agreement was inadvertently inserted and shall be deemed
to be deleted, and the word "Utah" shall be deemed to be
inserted in lieu thereof.
19. Section 13 of the Anschutz/Spinco Share-
holders Agreement. The word "Parent" was inadvertently
included on lines 25, 36, 37 and 40 of Section 13 of the
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Anschutz/Spinco Shareholders Agreement and in lieu there-
of the word "Spinco" shall be deemed to be inserted
therein.
20. HSR Act Matters. We understand and ac-
knowledge that Parent and the Shareholders have agreed
that the condition to the Merger set forth in Section
6.2(d) of the Merger Agreement was not intended by the
parties to, and does not, extend to any waiting period
pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), applicable to
the acquisition by the Shareholders of Parent Voting
Securities. The Shareholders further agree that if all
waiting periods applicable under the HSR Act to the
acquisition by the Shareholders of Parent Voting Securi-
ties pursuant to the Merger shall not have expired or
been terminated at the time of the Merger, the Sharehold-
ers will take appropriate action, and Parent xxxx xxxxxx-
ate with Shareholders, to enable the Merger to close
without delay and without violation of the HSR Act, in-
cluding, for example, by entering into an appropriate
escrow agreement or other arrangement pending divestiture
or completion of HSR Act review. Each of Parent and
Spinco agrees to cooperate with the Shareholders in these
matters, including, among other things, by agreeing if
necessary to amend the Anschutz Shareholders Agreement
and the Anschutz/Spinco Shareholders Agreement, as the
case my be, in the respects required to effect such an
arrangement or divestiture. Subject to the foregoing,
each of the parties hereto agrees to use its best efforts
to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advis-
able, whether under applicable laws and regulations or
otherwise, to cause all applicable waiting periods under
the HSR Act to expire or terminate with respect to the
acquisition by the Shareholders of Parent Voting Securi-
ties pursuant to the Merger as promptly as practicable
following the initial filing by the Shareholders of the
applicable pre-merger notification forms pursuant to the
HSR Act (it being understood that the Shareholders shall
consult with Parent as to the timing of such filing);
provided, however, that none of Parent or Spinco or any
of their affiliates shall be required to take any action
that would be materially harmful to their businesses,
assets, operations, financial condition or results of
operations.
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IN WITNESS WHEREOF, the parties have caused
this Clarification of Anschutz Shareholders Agreement and
Anschutz/Spinco Shareholders Agreement to be executed as
of August 3, 1995.
UNION PACIFIC CORPORATION
By /s/ X. Xxxxx Xxxxxxxx, III
Name: X. Xxxxx Xxxxxxxx, III
Title:
UP ACQUISITION CORPORATION
By /s/ Xxxx X. xxx Xxxxxxx
Name: Xxxx X. xxx Xxxxxxx
Title:
UNION PACIFIC RESOURCES
GROUP INC.
By /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title:
THE ANSCHUTZ CORPORATION
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title:
ANSCHUTZ FOUNDATION
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title:
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
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