AGREEMENT
Agreement dated as of July 15, 1999 by and among Devon Energy
Corporation, an Oklahoma corporation ("Devon"), Devon Delaware Corporation, a
Delaware corporation ("Newco"), and Xxxx-XxXxx Corporation, a Delaware
corporation ("Xxxx-XxXxx").
Whereas, Devon and Xxxx-XxXxx are parties to a Stock Rights and
Restrictions Agreement ("Standstill Agreement") and a Registration Rights
Agreement ("Registration Agreement"), both dated as of December 31, 1996;
Whereas, Xxxx-XxXxx proposes to make a public offering of an issue
of Exchangeable Notes which at Xxxx-XxXxx'x option would be exchangeable for
shares of Devon Common Stock;
Whereas, pursuant to the Registration Agreement, Xxxx-XxXxx has
requested Devon to register for sale with the Securities and Exchange
Commission shares of Devon Common Stock currently held by Xxxx-XxXxx which
would be exchangeable for the Xxxx-XxXxx Exchangeable Notes; and
Whereas, on May 19, 1999, Messrs. Xxxx X. Xxxxxxx, Xxx X. XxXxxxxx
and Xxxxxxxx X. Xxxxxx, Directors of Devon nominated by Xxxx-XxXxx, did
resign from the Devon Board of Directors and Xxxx-XxXxx thereby terminated
its status as an affiliate of Devon.
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Devon hereby irrevocably instructs Bank Boston N.A., as
Transfer Agent of Devon Common Stock, on the effective date of the Merger (as
hereinafter defined) upon presentation by Xxxx-XxXxx to Bank Boston N.A. of a
certificate or certificates representing the shares of Devon Common Stock
owned by Xxxx-XxXxx to issue new share certificates to replace the presented
certificates as directed by Xxxx-XxXxx, without any legends, and to promptly
return the new certificates to Xxxx-XxXxx.
2. The Standstill Agreement shall terminate, without any further
action by the parties hereto, upon the effectiveness of the merger (or other
business combination) of Devon and PennzEnergy Company, a Delaware
corporation ("PZE") pursuant to the Amended and Restated Agreement and Plan
of Merger dated as of May 19, 1999 among Devon, Newco, Devon Oklahoma
Corporation and PZE as such agreement may be amended or superseded. (Such
merger or business combination is referred to as the "Merger.")
3. Devon and Newco hereby covenant and agree that the rights
under any shareholder rights plan that Newco or any other corporation which
issues shares in exchange for shares of Devon Common Stock in the Merger,
will have, or adopt, will not become exercisable solely as a result of Xxxx-
XxXxx acquiring shares pursuant to the Merger, provided that between the date
hereof and the effective time of the Merger, neither Xxxx-XxXxx nor any of
its controlled subsidiaries acquires by purchase any shares of Devon Common
Stock.
4. Provided Xxxx-XxXxx does not, by purchase, increase the
percentage of outstanding shares of Devon or Newco Common Stock owned by it,
Devon and Newco each agree that it will not take the position in any filings
with the Securities and Exchange Commission or otherwise that Xxxx-XxXxx is
an affiliate of Devon or Newco.
5. Upon the effectiveness of the Merger, the Registration
Agreement is hereby amended to delete Section 5 thereof entitled "Stock
Rights and Restrictions Agreement" and, as so amended, shall continue in
force and effect in accordance with its terms.
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6. Devon and Newco agree that in connection with the proposed
Xxxx-XxXxx public offering of an issue of Exchangeable Notes, referred to
above, they will execute and deliver an underwriting agreement in the form
thereof attached hereto as Exhibit A with such changes therein as may be
agreed to by Xxxx-XxXxx and the underwriters which do not change in any
material respect provisions thereof related to Devon and Newco and further
provided that the terms of the Exchangeable Notes, size and the timing of the
offering, pricing, underwriters discount and selling commissions shall be
determined by Xxxx-XxXxx and the underwriters.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written by their respective
officers thereunder duly authorized.
DEVON ENERGY CORPORATION
By: /s/ Duke X. Xxxxx
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Vice President
DEVON DELAWARE CORPORATION
By: /s/ H. Xxxxx Xxxxxx
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Vice President
XXXX-XXXXX CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Vice President
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