exv4w2



 








Exhibit 4.2




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of May 22, 2006 (the “Amendment”),
between Pioneer Natural Resources Company, a Delaware corporation (the “Company”), and
Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).



     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of July
20, 2001 (the “Rights Agreement”);



     WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not occurred; and




     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company
has determined that an amendment to the Rights Agreement as set forth herein is necessary and
desirable, and the Company and the Rights Agent desire to evidence such amendment in writing.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, and intending to be legally bound hereby, the Company hereby
amends the Rights Agreement as follows:



     1. Amendment of Recital. The second paragraph of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     WHEREAS, the board of directors of the Company has authorized and declared a dividend
of one preferred share purchase right (a “Right”) for each Common Share (as defined
below) of the Company outstanding on July 31, 2001 (the “Record Date”), each Right
representing the right to purchase one one-thousandth of a Preferred Share (as defined
below), upon the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to each share of Capital
Stock (as defined below) of the Company that shall become outstanding between the Record
Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration
Date (as such terms are defined below).



     2. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     “Acquiring Person” shall mean any Person who or which, together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of
the Capital Stock of the Company then outstanding, but shall not include (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee benefit plan or employee stock
ownership plan of the Company or any Subsidiary of the Company or (iv) any entity holding
Capital Stock for or pursuant to the terms of any such plan. Notwithstanding the foregoing,
no Person shall become an “Acquiring Person” as the result of an acquisition of Capital
Stock by the Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 20% or more of the
Capital Stock of the Company then outstanding; provided, however, that if a Person shall



 









 







become the Beneficial Owner of 20% or more of the Capital Stock of the Company then
outstanding by reason of share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any additional Capital Stock of the
Company, then such Person shall be deemed to be an “Acquiring Person.” Notwithstanding the
foregoing, if the board of directors of the Company determines in good faith that a Person
who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this Section 1(a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of shares of Capital Stock so that such Person
would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of
this Section 1(a), then such Person shall not be deemed to be an “Acquiring Person” for any
purposes of this Agreement.



     3. Amendment of Section 1(e). Section 1(e) of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     “Capital Stock” shall mean the Common Shares.



     4. Amendment of Section 1(i). Section 1(i) of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     [Intentionally omitted.]



     5. Amendment of Section 1(l). Section 1(l) of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     [Intentionally omitted.]



     6. Amendment of Section 1(m). Section 1(m) of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     [Intentionally omitted.]



     7. Amendment of Section 1(q). Section 1(q) of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     [Intentionally omitted.]



     8. Amendment of Section 1(s). Section 1(s) of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     [Intentionally omitted.]



     9. Amendment of Section 3. Section 3 of the Rights Agreement is hereby amended and restated
to read, in its entirety, as follows:




     Issue of Right Certificates. (a) Until the earlier of (i) the tenth day after
the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be
determined by action of the board of directors of the Company prior to such time as any
Person becomes an



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Acquiring Person) after the date of commencement by any Person (other than
the Company, any Subsidiary of the Company, any employee benefit plan or employee stock
ownership plan of the Company or of any Subsidiary of the Company, or any entity holding
Capital Stock for or pursuant to the terms of any such plan) of, or after the date of the
first public announcement of the intention of any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan or employee stock ownership plan of the
Company or of any Subsidiary of the Company, or any entity holding Capital Stock for or
pursuant to the terms of any such plan) to commence, a tender or exchange offer the
consummation of which would result in any Person becoming the Beneficial Owner of Capital
Stock aggregating 20% or more of the then outstanding Capital Stock (including any such date
which is after the date of this Agreement and prior to the issuance of the Rights; the
earlier of such dates being herein referred to as the “Distribution Date”), (x) the
Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the
certificates for Common Shares of the Company registered in the names of the holders thereof
(which certificates in each case shall also be deemed to be Right Certificates) and not by
separate Right Certificates, and (y) the right to receive Right Certificates will be
transferable only in connection with the transfer of Capital Stock. As soon as practicable
after the Distribution Date, the Company will prepare and execute, the Rights Agent will
countersign, and the Company will send or cause to be sent (and the Rights Agent will, if
requested, send) by first-class, insured, postage-prepaid mail, to each record holder of
Capital Stock as of the Close of Business on the Distribution Date, at the address of such
holder shown on the records of the Company, a Right Certificate, in substantially the form
of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each
share of Capital Stock so held. As of the Distribution Date, the Rights will be evidenced
solely by such Right Certificates.




     (b) On the Record Date, or as soon as practicable thereafter, the Company will send a
copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form of
Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid
mail, to each record holder of Capital Stock as of the Close of Business on the Record Date,
at the address of such holder shown on the records of the Company. With respect to
certificates for Capital Stock outstanding as of the Record Date, until the Distribution
Date, the Rights will be evidenced by such certificates registered in the names of the
holders thereof together with a copy of the Summary of Rights attached thereto. Until the
Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the
surrender for transfer of any certificate for Capital Stock outstanding on the Record Date,
with or without a copy of the Summary of Rights attached thereto, shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.




     (c) Certificates for Common Shares which become outstanding (including reacquired
Common Shares referred to in Section 3(d)) after the Record Date but prior to the earliest
of the Distribution Date, the Redemption Date or the Final Expiration Date shall have
impressed on, printed on, written on or otherwise affixed to them the following legend:




        This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement dated as of July 20, 2001 (as amended, the
“Rights Agreement”), between Pioneer Natural Resources Company (the
“Company”) and Continental Stock Transfer & Trust Company, the terms of
which are hereby



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incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Company. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company will
mail to the holder of this certificate a copy of the Rights Agreement without charge
after receipt of a written request therefor. As described in the Rights Agreement,
Rights issued to any Person who becomes an Acquiring Person (as defined in the
Rights Agreement) become null and void.




     With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by such
certificates shall be evidenced by such certificates alone, and the surrender for transfer
of any such certificate shall also constitute the transfer of the Rights associated with the
Common Shares represented thereby.




     (d) In the event that the Company purchases or acquires any Capital Stock after the
Record Date but prior to the Distribution Date, any Rights associated with such Capital
Stock shall be deemed cancelled and retired so that the Company shall not be entitled to
exercise any Rights associated with the shares of Capital Stock that are no longer
outstanding.



     10. Amendment of Section 16. Section 16 of the Rights Agreement is hereby amended and
restated to read, in its entirety, as follows:




     Agreement of Right Holders. Every holder of a Right, by accepting the same,
consents and agrees with the Company and the Rights Agent and with every other holder of a
Right that:




     (a) prior to the Distribution Date, the Rights will be transferable only in connection
with the transfer of the Capital Stock;




     (b) after the Distribution Date, the Right Certificates are transferable only on the
registry books of the Rights Agent if surrendered at the principal office of the Rights
Agent, duly endorsed or accompanied by a proper instrument of transfer; and




     (c) the Company and the Rights Agent may deem and treat the person in whose name the
Right Certificate (or, prior to the Distribution Date, the associated Common Shares
certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby
(notwithstanding any notations of ownership or writing on the Right Certificates or the
associated Common Shares certificate made by anyone other than the Company or the Rights
Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.



     11. Amendment of Section 27 . Section 27 of the Rights Agreement is hereby amended and restated to read, in its entirety, as
follows:




     Supplements and Amendments. The Company may from time to time supplement or
amend this Agreement without the approval of any holders of Right Certificates in order to



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cure any ambiguity, to correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein, or to make any other provisions
with respect to the Rights which the Company may deem necessary or desirable, any such
supplement or amendment to be evidenced by a writing signed by the Company and the Rights
Agent; provided, however, that, from and after such time as any Person becomes an Acquiring
Person, this Agreement shall not be amended in any manner which would adversely affect the
interests of the holders of Rights. Without limiting the foregoing, the Company may at any
time prior to such time as any Person becomes an Acquiring Person amend this Agreement to
lower the thresholds set forth in Sections 1(a) and 3(a) hereof to not less than the greater
of (a) the sum of .001% and the largest percentage of the outstanding Capital Stock then
known by the Company to be beneficially owned by any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan or employee stock ownership plan of the
Company or any Subsidiary of the Company, or any entity holding Capital Stock for or
pursuant to the terms of any such plan) and (b) 10%.



     12. Amendment of Exhibit C. The first and second paragraph of Exhibit C to the Rights
Agreement are hereby amended and restated to read, in their entirety, as follows:




     On July 19, 2001, the board of directors of Pioneer Natural Resources Company (the
“Company”) declared a dividend of one preferred share purchase right (a
“Right”) for each outstanding share of common stock, par value $0.01 per share (the
“Common Shares” or “Capital Stock”), of the Company. The dividend was paid
on July 31, 2001 (the “Record Date”) to the holders of Capital Stock of record on
that date. Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01
per share (the “Preferred Shares”), of the Company at a price of $95.00 per one
one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement dated as of July
20, 2001 (as amended, the “Rights Agreement”), between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).




     Until the earlier to occur of (i) the tenth business day following a public
announcement that a person has acquired beneficial ownership of 20% or more of the
outstanding Capital Stock (an “Acquiring Person”) or (ii) the tenth business day
(subject to extension) after a person commences, or announces its intention to commence, a
tender offer or exchange offer the consummation of which would result in any person becoming
the beneficial owner of the number of shares necessary to be an Acquiring Person (the
earlier of such dates being called the “Distribution Date”), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificates with a copy of this Summary of Rights attached
thereto. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred
with and only with the Capital Stock. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Capital Stock certificates issued after the Record Date, upon
transfer or new issuance of Capital Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates for Capital Stock, outstanding
as of the Record Date, even without such notation or a copy of this Summary of Rights being
attached thereto, will



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also constitute the transfer of the Rights associated with the
Capital Stock represented by such certificate.



     13. Effectiveness. This Amendment shall be deemed effective as of the date first written
above. Except as amended hereby, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.



     14. Severability. 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 shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.



     15. Governing Law. 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 made and to be performed entirely within such State.



     16. Counterparts. This Amendment may be executed in any number of counterparts and 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.



     17. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are
inserted for convenience only and shall not control or affect the meaning or construction of any of
the provisions hereof.



     18. Definitions. Capitalized terms used herein that are not defined herein shall have the
meanings given such terms in the Rights Agreement.



[Remainder of page is intentionally blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PIONEER NATURAL RESOURCES COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mark H. Kleinman
	 	 	 	By:
	 	/s/ Mark S. Berg	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Mark H. Kleinman
	 	 	 	 	 	Mark S. Berg	 	 
	 

	 	Corporate Secretary
	 	 	 	 	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CONTINENTAL STOCK TRANSFER & TRUST

COMPANY, as Rights Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Tuulikki Huovinen
	 	 	 	By:
	 	/s/ Steven G. Nelson	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Tuulikki Huovinen
	 	 	 	Name:
	 	 Steven G. Nelson	 	 
	Title:

	 	Assistant Secretary
	 	 	 	Title:
	 	Chairman of the Board & President	 	 






[SIGNATURE PAGE TO AMENDMENT NO. 1 TO RIGHTS AGREEMENT]