Amendment to Rights Agreement between Devon Energy Corporation and Fleet National Bank (May 25, 2000)

Summary

Devon Energy Corporation and Fleet National Bank have amended their existing Rights Agreement to clarify that Santa Fe Snyder Corporation and its affiliates will not be considered "Acquiring Persons" under the agreement as a result of the merger and related transactions between Devon and Santa Fe Snyder. This amendment ensures that the merger and associated agreements do not trigger any rights or penalties under the original Rights Agreement. The amendment is effective as of May 25, 2000.

EX-4.2 3 ex-4_2.txt EXHIBIT 4.2 EXHIBIT 4.2 AMENDMENT TO RIGHTS AGREEMENT The Rights Agreement dated as of August 17, 1999 between Devon Energy Corporation and Fleet National Bank, f/k/a BankBoston, N.A., a national banking association, as amended to date, is hereby amended as of May 25, 2000 as follows: 1. The Rights Agreement is hereby amended to add a new Section 35 as follows: Section 35. Santa Fe Snyder Exclusion. Notwithstanding anything in this Agreement to the contrary, none of Santa Fe Snyder Corporation, a Delaware corporation ("Santa Fe Snyder") 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 a result of any of the Santa Fe Snyder Transaction Agreements (as defined below) or any of the transactions contemplated thereby. As used herein, "Santa Fe Snyder Transaction Agreements" means (i) the Agreement and Plan of Merger, dated as of May 25, 2000 (the "Merger Agreement"), by and among the Company, a wholly-owned subsidiary of the Company and Santa Fe Snyder, (ii) the Stock Option Agreements (as defined in the Merger Agreement); and (iii) any other agreements between or among the Company and Santa Fe Snyder 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 exercised, all as of the 25th day of May, 2000. DEVON ENERGY CORPORATION By /s/ J. Larry Nichols ---------------------------------------- J. Larry Nichols President and Chief Executive Officer ATTEST: /s/ Marian J. Moon - ----------------------------- Marian J. Moon, Secretary FLEET NATIONAL BANK, f/k/a BANKBOSTON, N.A, a national banking association By /s/ Carol Mulvey-Eori ---------------------------------------- Administration Manager ATTEST: /s/ Jocelyn Turner - ----------------------------- Account Administrator