1 EXHIBIT 4.1 KERR-McGEE CORPORATION TO CITIBANK, N.A., Trustee INDENTURE DATED AS OF AUGUST 1, 2001 KERR-McGEE CORPORATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of August 1, 2001Kerr McGee Corp /De • October 2nd, 2001 • Crude petroleum & natural gas • New York
EXHIBIT 99.5 EXECUTION COPY VOTING AGREEMENT, dated as of April 6, 2004 (the "Agreement"), among KERR-MCGEE CORPORATION, a Delaware corporation ("Parent"), and each of the stockholders listed on Schedule I to this Agreement (each, a "Stockholder" and,...Voting Agreement • April 8th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas • Nevada
1 EXHIBIT 1.1 KERR-MCGEE CORPORATION $ 325,000,000 5 7/8% NOTES DUE SEPTEMBER 15, 2006 $ 675,000,000 6 7/8% NOTES DUE SEPTEMBER 15, 2011 $ 500,000,000 7 7/8% NOTES DUE SEPTEMBER 15, 2031 UNDERWRITING AGREEMENTKerr McGee Corp /De • October 3rd, 2001 • Crude petroleum & natural gas • New York
KERR-MCGEE CORPORATION TO CITIBANK, N.A., Trustee INDENTURE DATED AS OF AUGUST 1, 2001 KERR-MCGEE CORPORATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of August 1, 2001Kerr McGee Corp /De • October 3rd, 2001 • Crude petroleum & natural gas • New York
Exhibit 99.7 REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 6, 2004, by and among KERR-MCGEE CORPORATION, a Delaware corporation ("Parent"), WESTPORT ENERGY LLC, a Delaware limited liability company ("WELLC"), MEDICOR FOUNDATION,...Registration Rights Agreement • April 8th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
andRights Agreement • July 27th, 2001 • Kerr McGee Holdco Inc • Crude petroleum & natural gas • Delaware
1 EXHIBIT 1.1 KERR-MCGEE CORPORATION $ 325,000,000 5 7/8% NOTES DUE SEPTEMBER 15, 2006 $ 675,000,000 6 7/8% NOTES DUE SEPTEMBER 15, 2011 $ 500,000,000 7 7/8% NOTES DUE SEPTEMBER 15, 2031 UNDERWRITING AGREEMENTKerr McGee Corp /De • October 2nd, 2001 • Crude petroleum & natural gas • New York
amongAgreement and Plan of Merger • April 8th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas • Nevada
EXHIBIT 99.6 EXECUTION COPY VOTING AGREEMENT, dated as of April 6, 2004 (the "Agreement"), among KERR-MCGEE CORPORATION, a Delaware corporation ("Parent"), and each of the stockholders listed on Schedule I to this Agreement (each, a "Stockholder" and,...Voting Agreement • April 8th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas • Nevada
Exhibit 1 JOINT FILING AGREEMENT Kerr-McGee Corporation, a Delaware corporation, Kerr-McGee Worldwide Corporation, a Delaware corporation, KM Investment Corporation, a Nevada corporation, and Kerr-McGee Chemical Worldwide LLC, a Delaware limited...Joint Filing Agreement • January 13th, 2003 • Kerr McGee Corp /De • Crude petroleum & natural gas
Kerr-McGee Corporation, a Delaware corporation, Kerr-McGee Worldwide Corporation, a Delaware corporation, KM Investment Corporation, a Nevada corporation, and Kerr-McGee Chemical Worldwide LLC, a Delaware limited liability company, each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Amendment No. 1 on Schedule 13G filed herewith, and any amendments thereto, relating to the shares of common stock, par value $0.10, of Devon Energy Corporation is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • August 10th, 2001 • Kerr McGee Corp /De • Crude petroleum & natural gas
1 EXHIBIT 2.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment"), dated as of June 27, 2001 is among HS Resources, Inc., a Delaware corporation ("Company"), Kerr- McGee Corporation,...Agreement and Plan of Merger • June 28th, 2001 • Kerr McGee Holdco Inc • Crude petroleum & natural gas • Delaware
CREDIT AGREEMENT among KERR-MCGEE CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, and THE...Credit Agreement • May 19th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
EXHIBIT 99.3 EXECUTION COPY VOTING AGREEMENT, dated as of April 6, 2004 (the "Agreement"), among KERR-MCGEE CORPORATION, a Delaware corporation ("Parent"), and each of the stockholders listed on Schedule I to this Agreement (each, a "Stockholder" and,...Voting Agreement • April 8th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas • Nevada
1 FIRST AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment"), dated as of July 30, 2001 to the Rights Agreement, dated as of July 26, 2001 (the "Rights Agreement"), by and between Kerr-McGee Holdco, Inc., a Delaware corporation (the...Rights Agreement • August 1st, 2001 • Kerr McGee Holdco Inc • Crude petroleum & natural gas • Delaware
ORYX GAS MARKETING LIMITED PARTNERSHIP SUN OPERATING LIMITED PARTNERSHIP, AS SELLER AND PRODUCERS ENERGY MARKETING, LLC AS BUYERGas Purchase Agreement • March 25th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas • Texas
AMENDED AND RESTATED CONTINUITY AGREEMENTContinuity Agreement • June 26th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • Delaware
This Amended and Restated Agreement (the “Agreement”) is dated as of June 22, 2006 by and between Kerr-McGee Corporation, a Delaware corporation (the “Company”), and Luke R. Corbett (the “Executive”), and amends, restates and supersedes that certain Amended Continuity Agreement dated May 22, 2006, which by its terms amended and superseded that certain Continuity Agreement dated January 11, 2000.
AMENDED CONTINUITY AGREEMENTAmended Continuity Agreement • May 22nd, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • Delaware
This Amended Agreement (the "Agreement") is dated as of May 22, 2006 by and between Kerr-McGee Corporation, a Delaware corporation (the "Company"), and Luke R. Corbett (the "Executive"), and amends and supersedes that certain Continuity Agreement dated January 11, 2000.
KERR-MCGEE CORPORATIONJoint Filing Agreement • January 3rd, 2003 • Kerr McGee Corp /De • Crude petroleum & natural gas
Kerr-McGee Corporation, a Delaware corporation, Kerr-McGee Worldwide Corporation, a Delaware corporation, Kerr-McGee Oil & Gas Corporation, a Delaware corporation, and Kerr-McGee Chemical Worldwide LLC, a Delaware limited liability company, each hereby agrees, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13G filed herewith, and any amendments thereto, relating to the shares of common stock, par value $0.10, of Devon Energy Corporation is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the date set forth below.
Dated September 2005 KERR-MCGEE NORTH SEA (U.K.) LIMITED TALISMAN NORTH SEA LIMITEDKerr McGee Corp /De • November 9th, 2005 • Crude petroleum & natural gas
ContractTax Sharing Agreement • March 15th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
Tax Sharing Agreement, dated as of November 28, 2005 (the “Agreement”), between Kerr-McGee Corporation, a Delaware corporation (“Distributing”) and Tronox Incorporated (“Tronox”), a Delaware corporation. To the extent not defined herein, all defined terms shall have the same meaning as in the Master Separation Agreement (as hereinafter defined).
ContractMaster Separation Agreement • March 15th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
Master Separation Agreement (this “Agreement”), dated as of November 28, 2005 (the “Effective Date”), among Kerr-McGee Corporation, a Delaware corporation (“Parent”), Kerr-McGee Worldwide Corporation, a Delaware corporation (“Worldwide”), and Tronox Incorporated, a Delaware corporation (“Tronox”).
Exhibit 99.2 Kerr-McGee Corporation Oil and Gas Derivatives As of August 2004Kerr McGee Corp /De • August 25th, 2004 • Crude petroleum & natural gas
EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN KERR-McGEE CORPORATION AND TRONOX INCORPORATED DATED AS OF November 28, 2005Employee Benefits Agreement • March 15th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas
This EMPLOYEE BENEFITS AGREEMENT, dated as of November 28, 2005, is by and between Kerr-McGee and Tronox. Capitalized terms used in this Agreement (other than the formal names of Kerr-McGee Plans and related trusts of Kerr-McGee) and not otherwise defined shall have the respective meanings assigned to them in Article 1 of this Agreement or as assigned to them in the Principal Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 26th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 22, 2006, among Anadarko Petroleum Corporation, a Delaware corporation (“Parent”), APC Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Kerr-McGee Corporation, a Delaware corporation (the “Company”).
Cinergy Marketing & Trading, LP 1100 Louisiana Street, Suite 4900 Houston, TX 77002 Tel 713.393.6800 Fax 713.571.1741 May 23, 2003 Kerr-McGee Oil & Gas Corporation Kerr-McGee Oil & Gas Onshore LP Orxy Marketing Limited Partnership 16666 Northchase...Kerr McGee Corp /De • March 25th, 2004 • Crude petroleum & natural gas
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 27th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas
This Assignment and Assumption Agreement (this "Assignment"), dated as of May 18, 2004, is made by and between EQT Investments, LLC, a Delaware limited liability company ("Assignor"), and EQT Holdings Company, LLC, a Delaware limited liability company and the wholly-owned subsidiary of Assignor ("Assignee").
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 26th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • Delaware
SECOND AMENDMENT (this “Amendment”) dated as of June 23, 2006 to the Rights Agreement, dated as of July 26, 2001, and amended as of July 30, 2001, (the “Rights Agreement”), by and between Kerr-McGee Corporation (formerly known as Kerr-McGee Holdco, Inc.), a Delaware corporation (the “Company”), and UMB Bank, N.A., as Rights Agent (the “Rights Agent”).
ContractAgreement • April 14th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
Agreement, dated April 13, 2005, between Kerr-McGee Corporation, a Delaware corporation (the “Company”), the parties listed on the signature pages of this agreement as Icahn Parties (each, an “Icahn Party” and, collectively, the “Icahn Parties”), and the parties listed on the signature pages of this agreement as Jana Parties (each, a “JANA Party” and, collectively, the “JANA Parties”).
AGREEMENT AND PLAN OF MERGER AMONG KERR-MCGEE OIL & GAS CORPORATION KERR-MCGEE OIL & GAS (SHELF) LLC W&T OFFSHORE, INC. AND W&T ENERGY V, LLC GULF OF MEXICO OFFSHORE STATES OF TEXAS AND LOUISIANA Effective October 1, 2005Agreement and Plan of Merger • March 15th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • Texas
This Agreement and Plan of Merger (the “Agreement”), dated the 23rd day of January, 2006, is among Kerr-McGee Oil & Gas Corporation (“KMG”), a Delaware corporation, and Kerr-McGee Oil & Gas (Shelf) LLC, a Delaware limited liability company and wholly-owned subsidiary of KMG (“KMG Sub”), with offices at 16666 Northchase, Houston, Texas 77060, and W&T Offshore, Inc. (“W&T”), a Texas corporation, and W&T Energy V, LLC, a Delaware limited liability company and wholly-owned subsidiary of W&T (“Merger Sub”), with offices at 8 Greenway Plaza, Suite 1330, Houston, Texas 77046.
RETIREMENT BENEFIT PRESERVATION AGREEMENTRetirement Benefit Preservation Agreement • July 18th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • Delaware
WHEREAS, Kerr-McGee Corporation (the “Company”) maintains the Kerr-McGee Corporation Supplemental Executive Retirement Plan (the “SERP”) and the Kerr-McGee Corporation Benefit Restoration Plan (the “BRP”) in order to provide retirement benefits to certain of its employees;
SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
THIS SUPPLEMENTAL INDENTURE, dated as of September 21, 2005, between KERR-McGEE CORPORATION, a Delaware corporation (the “Company”), and CITIBANK, N.A., a national banking association incorporated and existing under the laws of the United States of America (the “Trustee”).
RETIREMENT BENEFIT PRESERVATION AGREEMENTRetirement Benefit • July 18th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • Delaware
WHEREAS, Kerr-McGee Corporation (the “Company”) maintains the Kerr-McGee Corporation Supplemental Executive Retirement Plan (the “SERP”) and the Kerr-McGee Corporation Benefit Restoration Plan (the “BRP”) in order to provide retirement benefits to certain of its employees;
KERR-MCGEE CORPORATION $650,000,000 6.95% Notes due July 1, 2024 Underwriting AgreementUnderwriting Agreement • June 28th, 2004 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
Kerr-McGee Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $650,000,000 principal amount of its 6.95% Notes due July 1, 2024 (the “Notes”). The Notes will be guaranteed (the “Subsidiary Guarantees”) by Kerr-McGee Chemical Worldwide LLC (“KM Chemical Worldwide”) and Kerr-McGee Rocky Mountain Corporation (together with KM Chemical Worldwide, the “Guarantors”)
GUARANTEE AND COLLATERAL AND COLLATERAL TRUST AGREEMENT made by KERR-MCGEE CORPORATION and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent Dated as of May 24, 2005Collateral and Collateral Trust Agreement • May 27th, 2005 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
GUARANTEE AND COLLATERAL AND COLLATERAL TRUST AGREEMENT, dated as of May 24, 2005, made by KERR-MCGEE CORPORATION, a Delaware corporation (the "Borrower"), each of the other signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, the "Collateral Agent") for the Secured Parties referred to below.
