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[EXECUTION COPY]
SHAREHOLDER AGREEMENT
SHAREHOLDER AGREEMENT, dated as of April 6, 1997 (this "Agreement"),
by and between MESA Inc., a Texas corporation ("Mesa"), Parker & Parsley
Petroleum Company, a Delaware corporation ("Parker & Parsley") and Boone
Pickens (the "Shareholder").
WHEREAS, Mesa, Mesa Operating Co., a Delaware corporation and a wholly
owned subsidiary of Mesa ("MOC") and MXP Reincorporation Corp., a Delaware
corporation and a wholly owned subsidiary of Mesa ("Reincorporation Sub"), have
entered into an Agreement and Plan of Merger, dated as of the date hereof (the
"Merger Agreement"; capitalized terms not defined in this Agreement have the
meanings ascribed to them in the Merger Agreement), with Parker & Parsley which
provides, among other things, upon the terms and subject to the conditions
thereof, for (a) the merger of Mesa with and into Reincorporation Sub (the
"Reincorporation Merger") pursuant to which, among other things, the
outstanding shares of (x) MXP Common Stock will be converted into shares of New
Common Stock of Reincorporation Sub, as the surviving company in the
Reincorporation Merger, and (y) MXP Series A Preferred Stock and MXP Series B
Preferred Stock shall have the right to receive, at the holders' election,
either shares of New Common Stock or New Series A Preferred Stock of
Reincorporation Sub, subject to certain conditions; and (b) the merger of
Parker & Parsley with and into MOC, with MOC being the surviving corporation,
pursuant to which, among other things, the shareholders of Parker & Parsley
will receive shares of MXP Common Stock of Reincorporation Sub in exchange for
the outstanding Parker & Parsley Common Stock.
WHEREAS, as of the date hereof, Shareholder owns (beneficially or of
record) the number of shares of MXP Series A Preferred Stock and MXP Common
Stock set forth opposite Shareholder's name on Schedule A hereto; and
WHEREAS, as a condition to the willingness of Parker & Parsley to
enter into the Merger Agreement, Parker & Parsley has required that the
Shareholder agree, and in order to induce Parker & Parsley to enter into the
Merger Agreement, the Shareholder has agreed, to vote, in accordance with the
terms of this Agreement, all the shares of MXP Series A Preferred Stock and MXP
Common Stock now owned (beneficially or of record) and any and all shares of
MXP Series A Preferred Stock and MXP Common Stock which may hereafter be
acquired by the Shareholder (the "Shares").
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
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ARTICLE I
COVENANTS OF THE SHAREHOLDER
SECTION 1.01. No Solicitation of Transactions. (a) From and after the
date hereof, Shareholder will not, and will not authorize or (to the extent
within its control) permit any of its partners, officers, employees, agents,
Affiliates and other representatives or those of any of its subsidiaries
(collectively, "Shareholder Representatives") to, directly or indirectly,
solicit or encourage (including by way of providing information) any
prospective acquiror or the invitation or submission of any inquiries,
proposals or offers or any other efforts or attempts that constitute, or may
reasonably be expected to lead to, any MXP Acquisition Proposal from any person
or engage in any discussions or negotiations with respect thereto or otherwise
cooperate with or assist or participate in, or facilitate any such proposal;
provided, however, that, notwithstanding any other provision of this Agreement
or the Merger Agreement, any Shareholder Representative serving as a member of
the Board of Directors of Mesa may take and disclose to the Board of Directors
of Mesa a position contemplated by Rule 14e-2(a) promulgated under the Exchange
Act (and the Board of Directors may disclose such position to the shareholders
pursuant to Section 4.3 of the Merger Agreement) and may take any other action
specifically permitted to be taken by representatives of Mesa pursuant to the
Merger Agreement.
(b) Shareholder shall, and shall cause its Shareholder
Representatives to, immediately cease and cause to be terminated any existing
solicitation, initiation, encouragement, activity, discussion or negotiation
with any parties conducted heretofore by Shareholder or any Shareholder
Representative with respect to any MXP Acquisition Proposal existing on the
date hereof.
(c) Shareholder will promptly notify Mesa and Parker &
Parsley of any inquiries it receives for information covered by clause (a)
above or the receipt by Shareholder or any Shareholder Representative of any
MXP Acquisition Proposal, including the identity of the person or group
engaging in such discussions or negotiations, requesting such information or
making such MXP Acquisition Proposal, and the material terms and conditions of
any MXP Acquisition Proposal it receives.
SECTION 1.02. Marketable Title. Shareholder represents and warrants
to Parker & Parsley that Shareholder has good and marketable title to the
Shares, free and clear of all liens, claims, charges and encumbrances and has
full power and authority to exercise all voting rights in respect thereof
(other than any limitation on the foregoing which may result from the
application of the community property laws of the State of Texas).
SECTION 1.03. Revocation of Proxies. Shareholder hereby revokes any
and all previous proxies granted with respect to the Shares.
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SECTION 1.04. Waiver of Appraisal Rights. Shareholder hereby
irrevocably waives any appraisal rights Shareholder may have pursuant to
Article 5.11 of the Texas Business Corporation Act ("TBCA") by reason of the
Mergers and agrees that Shareholder shall not attempt to perfect any such
appraisal right pursuant to Articles 5.11 through 5.13 of the TBCA.
SECTION 1.05. Agreement to Vote the Shares for the Merger.
Shareholder agrees that it will attend (either in person or by proxy) any
meeting of the shareholders of Mesa to be held for the purpose of obtaining
shareholder approval of the Reincorporation Merger and related matters, and
that Shareholder will vote in favor of the Reincorporation Merger and each of
the related matters recommended by the Board of Directors (the "Related
Matters") all the Shares now owned (beneficially or of record) or that may
hereafter be acquired by Shareholder.
SECTION 1.06. Election. Shareholder agrees that it will elect to
receive New Common Stock upon conversion of the Shares as contemplated by
Section 2.2 and 2.4 of the Merger Agreement.
SECTION 1.07. Further Assurances. Each party hereto shall execute and
deliver such additional instruments and other documents and shall take such
further actions as may be necessary or appropriate to effectuate, carry out and
comply with all of such party's obligations under this Agreement, including
without limitation any actions reasonably requested by Parker & Parsley or Mesa
in connection with obtaining any required consents or approvals to the actions
contemplated hereby under the HSR Act or the Exchange Act. Without limiting
the generality of the foregoing, none of the parties hereto shall enter into
any agreement or arrangement (or alter, amend or terminate any existing
agreement or arrangement) if such action would materially impair the ability of
any party to effectuate, carry out or comply with all of the terms of this
Agreement. The parties hereto understand and agree that notwithstanding any
other provision contained herein, Shareholder is not prohibited from affecting
any sale, transfer, assignment, division or any other disposition of Shares at
any time, and the obligation to vote the Shares as provided in Section 1.05 and
Section 1.06 of this Agreement applies only to the Shares owned by the
Shareholder at the time of the events referred to in such sections.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Expenses. Except as otherwise provided herein, all
costs and expenses incurred in connection with the transactions contemplated by
this Agreement shall be paid by the party incurring such expenses.
SECTION 2.02. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance or injunctive relief in
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respect of the terms hereof. The parties further agree that specific
performance or injunctive relief shall be the sole and exclusive remedies for
any breach of Section 1.01 or 1.07 hereof.
SECTION 2.03. Enforcement of Shareholder Obligations. The parties
hereto agree that the respective rights of Mesa and Parker & Parsley hereunder
with respect to the obligations of Shareholder are enforceable independently by
each of Mesa and Parker & Parsley.
SECTION 2.04. Entire Agreement. This Agreement constitutes the entire
agreement among Mesa, Parker & Parsley and Shareholder with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
both written and oral, among Mesa, Parker & Parsley and Shareholder with
respect to the subject matter hereof.
SECTION 2.05. Assignment. This Agreement shall not be assigned by
operation of law or otherwise (other than by will or the laws of descent and
distribution).
SECTION 2.06. Parties in Interest. This Agreement shall inure to the
benefit of, and be enforceable by, the parties hereto and their respective
successors and permitted assigns. Nothing in this Agreement, express or
implied, is intended to or shall confer upon any person other than the parties
hereto any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.
SECTION 2.07. Amendment; Waiver. This Agreement may not be amended
except by an instrument in writing signed by each of the parties hereto. Any
party hereto may (i) extend the time for the performance of any obligation or
other act of any other party hereto, (ii) waive any inaccuracy in the
representations and warranties contained herein or in any document delivered
pursuant hereto and (iii) waive compliance with any agreement or condition
contained herein. Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party or parties to be bound
thereby.
SECTION 2.08. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of this Agreement is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in
order that the terms of this Agreement remain as originally contemplated to the
fullest extent possible.
SECTION 2.09. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
cable, telecopy, telegram or telex or by registered or certified mail (postage
prepaid, return receipt requested) to the respective parties at the following
addresses (or at
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such other address for a party as shall be specified in a notice given in
accordance with this Section 2.09):
if to Parker & Parsley:
303 West Wall
Suite 101
Midland, Texas 79701
Facsimile No.: (915) 571-5050
Attention: Mark Withrow
with a copy to:
Vinson & Elkins, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201-2980
Facsimile No.: (214) 220-7716
Attention: Jeffrey A. Chapman
if to Mesa:
1400 Williams Square West
5205 North O'Connor Boulevard
Irving, Texas 75039
Facsimile No.: (972) 402-7028
Attention: Stephen K. Gardner
with a copy to:
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201-2980
Facsimile No.: (214) 953-6503
Attention: Carlos A. Fierro
if to Shareholder:
BP Capital LLC
260 Preston Road
Dallas, Texas 75225
Facsimile No.: (214) 750-9773
Attention: Malcolm Gorrie
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with a copy to:
Baker & Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 7702-4995
Facsimile No.: (713) 229-1522
Attention: Robert Stillwell
SECTION 2.10. Termination. This Agreement shall terminate upon the
Effective Date or upon the termination of the Merger Agreement in accordance
with the termination provisions provided therein; provided that Section 1.06
shall survive the Effective Time.
SECTION 2.11. Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Texas applicable to
contracts executed in and to be performed in that State. All actions and
proceedings arising out of or relating to this Agreement shall be heard and
determined in any Texas State or federal court sitting in the City of Dallas.
SECTION 2.12. Headings. The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect
in any way the meaning or interpretation of this Agreement.
SECTION 2.13. Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, each of Mesa and Parker & Parsley have caused this
Agreement to be executed by its respective officer thereunto duly authorized
and Shareholder has duly executed this Agreement, each as of the date first
written above.
MESA INC.
By: /s/ STEPHEN K. GARDNER
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Stephen K. Gardner
Senior Vice President and Chief
Financial Officer
PARKER & PARSLEY PETROLEUM COMPANY
By: /s/ SCOTT SHEFFIELD
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Scott Sheffield
President and Chief Executive Officer
SHAREHOLDER
By: /s/ BOONE PICKENS
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Boone Pickens
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SCHEDULE A
MXP SERIES A PREFERRED STOCK 5,037,982 SHARES
MXP COMMON STOCK 1,500,000 SHARES
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