EXHIBIT 2
Support/Voting Agreement
September 26, 2002
Anadarko Petroleum Corporation
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Support/Voting Agreement
Dear Sirs:
The undersigned understands that Anadarko Petroleum
Corporation ("PARENT"), Belair Merger Corp., a wholly owned subsidiary of PARENT
("Subcorp"), and ▇▇▇▇▇▇ Corporation ("BELAIR") are entering into an Agreement
and Plan of Merger, dated the date hereof (the "Agreement"), providing for,
among other things, a merger between Subcorp and BELAIR (the "Merger"), in which
all of the outstanding shares of common stock, par value $1.00, of BELAIR will
be converted into the right to receive in cash $20.75 per share without interest
pursuant to the terms of the Agreement.
The undersigned is a stockholder of BELAIR (the "Stockholder")
and is entering into this letter agreement in that capacity only to induce you
to enter into the Agreement and to consummate the transactions contemplated
thereby.
Capitalized terms used but not defined in this letter
agreement shall have the same meaning as in the Agreement.
The Stockholder confirms its agreement with you as follows:
1. The Stockholder represents, warrants and agrees that
Schedule I attached hereto sets forth all of the shares of the capital stock of
BELAIR of which the Stockholder or its affiliates (as defined under the
Securities Exchange Act of 1934, as amended) is the record or beneficial owner
(collectively, the "Shares") and that the Stockholder and its affiliates are on
the date hereof the lawful owners of the number of Shares set forth in Schedule
I attached hereto, free and clear of all liens, charges, encumbrances, voting
agreements, and commitments of every kind, except as disclosed in Schedule I
attached hereto. Except as set forth in Schedule I attached hereto, neither the
Stockholder nor any of its affiliates owns or holds any rights to acquire any
additional shares of the capital stock of BELAIR or any interest therein or any
voting rights with respect to any additional shares of the capital stock of
BELAIR.
2. The Stockholder agrees that, during the term of this letter
agreement, it will not, and will not permit any company, trust or other entity
controlled by the Stockholder to, contract to sell, sell or otherwise transfer
or dispose of any of the Shares or any interest therein or
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securities convertible thereinto or any voting rights with respect thereto,
other than (a) pursuant to the Merger or (b) with your prior written consent.
3. The Stockholder agrees to, and will cause any company,
trust or other entity controlled by the Stockholder to, cooperate fully with you
in connection with the Agreement and the transactions contemplated thereby. The
Stockholder agrees that it will not, and will not permit any such company, trust
or other entity to, directly or indirectly (including through its directors,
officers, employees, agents or representatives), solicit, initiate, encourage or
facilitate, or furnish or disclose nonpublic information in furtherance of, any
inquiries or the making of any proposal with respect to any recapitalization,
merger, consolidation or other business combination involving BELAIR, or
acquisition of any capital stock (other than upon exercise of BELAIR Options
that are outstanding as of the date hereof) or a material amount of the assets
of BELAIR and its subsidiaries, taken as a whole, in a single transaction or a
series of related transactions, or any acquisition by BELAIR of any material
assets or capital stock of any other person, or any combination of the foregoing
(a "Competing Transaction"), or negotiate, explore or otherwise engage in
discussions with any person (other than PARENT, Subcorp or their respective
directors, officers, employees, agents and representatives) with respect to any
Competing Transaction, or enter into any agreement, arrangement or understanding
requiring it to abandon, terminate or fail to consummate the Merger or any other
transactions contemplated by the Agreement or to otherwise assist in the
effectuation of any Competing Transaction; provided, however, that nothing
herein shall prevent the Stockholder from taking any action or omitting to take
any action, in any case solely as a member of the Board of Directors of BELAIR
to the extent permitted by Section 5.3(d) of the Agreement after consultation
with, and receipt of advice from, outside counsel.
4. The Stockholder agrees that all of the Shares beneficially
owned by the Stockholder, or over which the Stockholder has voting power or
control, directly or indirectly (including any Shares of BELAIR acquired after
the date hereof), at the record date for any meeting of stockholders of BELAIR
called to consider and vote to adopt the Merger and the Agreement and/or the
transactions contemplated thereby, will be present at such meeting in person or
by proxy and will be voted by the Stockholder in favor thereof, and that the
Stockholder will not vote such Shares in favor of any Competing Transaction.
5. At the request of PARENT, the Stockholder will execute an
irrevocable proxy in the form of Annex A attached hereto and will not revoke
such proxy prior to the termination of this letter agreement.
6. The Stockholder agrees that in the event (a) of any stock
dividend, stock split, recapitalization, reclassification, combination or
exchange of shares of capital stock of BELAIR or any BELAIR subsidiary on, of or
affecting the Shares of such Stockholder, (b) such Stockholder purchases or
otherwise acquires beneficial ownership of any shares of capital stock of BELAIR
or any BELAIR subsidiary after the execution of this letter agreement (including
by conversion or the exercise of any stock option), or (c) such Stockholder
voluntarily acquires the right to vote or share in the voting of any shares of
capital stock of BELAIR or any BELAIR subsidiary other than the Shares
(collectively, "New Shares"), such Stockholder shall deliver promptly to PARENT,
upon request, an irrevocable proxy substantially in the form of Annex A attached
hereto with respect to such New Shares. The Stockholder also agrees that any New
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Shares acquired or purchased by such Stockholder shall be subject to the terms
of this letter agreement and shall constitute Shares to the same extent as if
they were owned by such Stockholder on the date hereof.
7. The Stockholder has all necessary power and authority to
enter into this letter agreement. This letter agreement is the legal, valid and
binding agreement of the Stockholder, and is enforceable against the Stockholder
in accordance with its terms.
8. The Stockholder agrees that damages are an inadequate
remedy for the breach by Stockholder of any term or condition of this letter
agreement, and that you shall be entitled to a temporary restraining order and
preliminary and permanent injunctive relief in order to enforce our agreements
herein.
9. Except to the extent that the laws of the jurisdiction of
organization of any party hereto, or any other jurisdiction, are mandatorily
applicable to matters arising under or in connection with this letter agreement,
this letter agreement shall be governed by the laws of the State of Delaware
without regard to the principles of conflicts of laws thereof. All actions and
proceedings arising out of or relating to this letter agreement shall be heard
and determined in any state or federal court sitting in the District of
Delaware.
10. Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of the state courts of Delaware and to the jurisdiction
of the United States District Court for the District of Delaware, for the
purpose of any action or proceeding arising out of or relating to this letter
agreement and each of the parties hereto irrevocably agrees that all claims in
respect to such action or proceeding may be heard and determined exclusively in
any state or federal court sitting in the District of Delaware. Each of the
parties hereto agrees that a final judgment in any action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Each of the parties hereto irrevocably
consents to the service of any summons and complaint and any other process in
any other action or proceeding relating hereto, on behalf of itself or its
property, by the personal delivery of copies of such process to such party.
Nothing in this Section 10 shall affect the right of any party hereto to serve
legal process in any other manner permitted by law.
1. Any successor, assignee or transferee (including a
successor, assignee or transferee as a result of the death of the Stockholder,
such as an executor or heir) shall be bound by the terms hereof, and the
Stockholder shall take any and all actions necessary to obtain and deliver to
PARENT the written confirmation from such successor, assignee or transferee that
it is bound by the terms hereof.
2. This letter agreement constitutes the entire agreement
among the parties hereto with respect to the matters covered hereby and
supersedes all prior agreements, understandings or representations among the
parties written or oral, with respect to the subject matter hereof.
This letter agreement may be terminated at the option of any
party at any time after the earliest of (a) the termination of the Agreement in
accordance with its terms, (b) the Effective Time and (c) the date twelve months
from the date hereof. This letter agreement may
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be terminated by the undersigned stockholder at any time after the execution of
any amendment to the Agreement made without the consent of the undersigned
stockholder that (x) provides for a reduction in the amount of the Merger
Consideration, or (y) changes the form of payment of the Merger Consideration.
* * *
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Please confirm that the foregoing correctly states the
understanding between us by signing and returning to me a counterpart hereof.
Very truly yours,
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Individually
and as Co-Trustee of
The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
1975 Trust
Confirmed on the date
first above written.
Anadarko Petroleum Corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name:
Title:
Page 27 of 64 Pages
Annex A
IRREVOCABLE APPOINTMENT OF PROXY
The undersigned stockholder (the "Stockholder") of ▇▇▇▇▇▇ Corporation
("BELAIR") has executed a Support/Voting Agreement (the "Voting Agreement"),
dated September ___, 2002, between the Stockholder and Anadarko Petroleum
Corporation ("PARENT"). The Voting Agreement relates to the Agreement and Plan
of Merger, dated the same date, among PARENT, Belair Merger Corp. ("Subcorp")
and BELAIR (the "Merger Agreement"). The Merger Agreement provides for, among
other things, the merger of Subcorp with and into BELAIR (the "Merger").
As security for the Stockholder's obligations under the Voting
Agreement, the Stockholder hereby irrevocably constitutes and appoints PARENT as
his, her or its attorney and proxy in accordance with the provisions of Section
212(e) of the Delaware General Corporation Law ("DGCL"), with full power of
substitution and resubstitution: to cause all of the shares of capital stock of
BELAIR that the Stockholder would be entitled to vote (the "Shares") if
personally present to be counted as present at any meeting of BELAIR
Stockholders called to consider and vote to adopt the Merger and the Merger
Agreement and/or the transactions contemplated thereby; and to vote his, her or
its Shares at any such meeting, however called, or execute consents in respect
of his, her or its Shares, in favor of the Merger and the Merger Agreement and
the transactions contemplated thereby. THIS APPOINTMENT OF PROXY AND POWER OF
ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST WITHIN THE MEANING OF
SECTION 212(e) OF THE DGCL. The Stockholder hereby revokes all other proxies and
powers of attorney with respect to his, her or its Shares that he, she or it may
have heretofore appointed or granted, and no subsequent proxy or power of
attorney shall be granted (and if granted, shall not be effective) by the
Stockholder with respect thereto, other than for the sole purpose of voting
Shares as contemplated by the Voting Agreement.
Schedule I attached hereto sets forth the correct total number of the
Shares.
The appointment made hereby shall be effective until the termination of
the Voting Agreement, without regard to whether such termination should occur
more than eleven (11) months after the date hereof.
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SCHEDULE I
STOCK OWNERSHIP
Owned Beneficially Common Stock
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151,219 Trust
0 Individually
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