CONFORMED COPY
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT (THIS "AMENDMENT"), dated as of April 2, 2000, to the Rights
Agreement, dated as of October 29, 1998, between Anadarko Petroleum Corporation,
a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., a New Jersey limited liability company, successor to The Chase Manhattan
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;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof;
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 "UPR
Merger Agreement"), dated April 2, 2000, among the Company, Dakota Merger Corp.,
a Utah corporation and wholly owned subsidiary of the Company ("Subcorp"), and
Union Pacific Resources Group Inc., a Utah corporation ("UPR"), which provides
for, among other things, the merger of Subcorp with and into UPR (the "UPR
Merger");
WHEREAS, the UPR Merger Agreement contemplates that, concurrently with and
as a condition to the execution and delivery of the UPR Merger Agreement, UPR
and the Company will enter into the Stock Option Agreement dated April 2, 2000
(the "Anadarko Stock Option Agreement");
WHEREAS, the UPR Merger Agreement contemplates that the Company will amend
the Rights Agreement so that UPR is exempt from the definition of "Acquiring
Person" contained in the Rights Agreement and no "Shares Acquisition Date" or
"Distribution Date" will occur as a result of the execution of the Anadarko
Stock Option Agreement or the acquisition or transfer of Common Shares by UPR
pursuant to the Anadarko 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 UPR 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 Union Pacific Resources Group Inc., a Utah corporation
("UPR"), 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, 2000,
between UPR and the Company (the
"Anadarko 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 Anadarko Stock Option Agreement or
the acquisition or transfer of Common Shares by UPR pursuant to
the Anadarko 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 Anadarko 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 UPR
Merger Agreement. If the UPR Merger Agreement is terminated without the
Effective Time (as defined in the UPR 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 Delaware 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 Amendment
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 have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Attest: ANADARKO PETROLEUM CORPORATION
/s/ J. Stephen Martin By: /s/ Robert J. Allison, Jr.
____________________________________ ______________________________
Name: J. Stephen Martin Name: Robert J. Allison, Jr.
Title: Vice President and Title: Chairman and Chief
General Counsel Executive Officer
Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
/s/ Barbara B. Popovsky By: /s/ Gerald L. Popovsky
____________________________________ ____________________________
Name: Barbara B. Popovsky Name: Gerald L. Popovsky
Title: Title: Vice President