Exhibit 4.6
FOURTH AMENDMENT TO RIGHTS AGREEMENT
The Rights Agreement dated as of April 17, 1995 between
Devon Energy Corporation and BankBoston, N.A. (formerly, The
First National Bank of Boston (Massachusetts)), as amended
to date, is hereby further amended as of May 19, 1999 as
follows:
1. The Rights Agreement is hereby amended to add a new
Section 34 as follows:
Section 34. PennzEnergy Exclusion.
Notwithstanding anything in this Agreement to the
contrary, (i) none of PennzEnergy Company or any
of its Affiliates or Associates shall be deemed an
Acquiring Person and no Stock Acquisition Date
shall be deemed to have occurred as result of any
of the PennzEnergy Transaction Agreements (as
defined below) or any of the transactions
contemplated thereby and (ii) the Rights shall
expire, and "Final Expiration Date" shall be
deemed to be the time immediately prior to the
Effective Time (as defined in the Merger Agreement
(as defined below)).. As used herein,
"PennzEnergy Transaction Agreements" means (i) the
Agreement and Plan of Merger, dated as of May 19,
1999 (the "Merger Agreement"), by and among the
Company, a wholly-owned subsidiary of the Company
and PennzEnergy Company; (ii) the Stock Option
Agreements (as defined in the Merger Agreement);
and (iii) any other agreement between or among the
Company and PennzEnergy Company and/or any of
their respective subsidiaries entered into in
connection with the Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed, all as of the 19th day
of May, 1999.
DEVON ENERGY CORPORATION
By: /s/ J. Xxxxx Xxxxxxx
J. Xxxxx Xxxxxxx
President and Chief Executive
Officer
ATTEST:
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Secretary
BANKBOSTON, N.A. (formerly,
THE FIRST NATIONAL BANK OF
BOSTON (MASSACHUSETTS))
By:/s/ Xxxxxxxxx Xxxxxxxx
Administration Manager
ATTEST:
/s/ Xxx Xxxxxx
Administration Manager
