SECOND AMENDMENT TO RIGHTS AGREEMENT
Exhibit
4.1
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement between Grey Wolf, Inc., a Texas corporation (the
“Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights
Agent”), is entered into and effective as of this 21st day of August, 2008.
WHEREAS, the Company entered into a Rights Agreement, dated as of September 21, 1998 (the
“Rights Agreement”), with American Stock Transfer & Trust Company as Rights Agent;
WHEREAS, the Company and Rights Agent entered into the First Amendment to Rights Agreement
(the “First Amendment”), dated as of April 20, 2008 in connection with the Agreement and Plan of
Merger among Basic Energy Services, Inc., a Delaware corporation (“Basic”), Horsepower Holdings,
Inc., a Delaware corporation, and the Company (the “Basic Merger Agreement”);
WHEREAS, effective as of July 15, 2008, Basic and the Company terminated the Basic Merger
Agreement;
WHEREAS, the Company has determined to enter into an Agreement and Plan of Merger (the “Merger
Agreement”) by and among Precision Drilling Trust, an Alberta unincorporated open-ended investment
trust (“Precision”), the Company, and Precision Lobos Corporation, a Texas corporation and a
direct, wholly-owned subsidiary of Precision (“Lobos”);
WHEREAS, at the time of execution of this Second Amendment to Rights Agreement (the “Second
Amendment”), it has not been determined whether Precision Drilling Corporation, a corporation
amalgamated under the Laws of the Province of Alberta (“PDC”), will be a party to the Merger
Agreement;
WHEREAS, pursuant to Section 3.25 of the Merger Agreement, the Company is required to amend
the Rights Agreement to (i) rescind the changes implemented by the First Amendment and (ii) ensure
that the execution and delivery of the Merger Agreement by Precision, Lobos, and PDC, if PDC is a
party to the Merger Agreement, does not make Precision, Lobos, or PDC, if PDC is a party to the
Merger Agreement, an “Acquiring Person” or constitute a “Flip-In Event” under the Rights Agreement;
WHEREAS, the Rights Agreement provides that at any time when the Right Certificates (as
defined in the Rights Agreement) are redeemable, the Company may, in its sole and absolute
discretion, and the Rights Agent shall, if the Company so directs, supplement or amend the Rights
Agreement without the approval of any holders of Right Certificates to make any provisions with
respect to the Rights which the Company may deem necessary or desirable;
WHEREAS, as of the date of this Second Amendment to Rights Agreement (the “Second Amendment”),
the Right Certificates are redeemable under the terms of the Rights Agreement;
WHEREAS, the board of directors of the Company (the “Board of Directors”) desires to amend the
Rights Agreement to assure that the transactions contemplated by the Merger Agreement will not make
Precision, Lobos, or PDC, if PDC is a party to the Merger Agreement, an “Acquiring Person” under
the Rights Agreement;
WHEREAS, the Board of Directors deems it desirable to amend the Rights Agreement to rescind
the changes to the Rights Agreement implemented by the First Amendment, other than the amendment to
the definition of “Flip In Event” under the First Amendment;
WHEREAS, the Board of Directors deems it desirable to effect the termination of the Rights
Agreement effective immediately prior to the Effective Time (as defined in the Merger Agreement) of
the merger of the Company contemplated by the Merger Agreement;
WHEREAS, capitalized terms used and not otherwise defined in this Second Amendment have the
meanings set forth in the Rights Agreement; and
WHEREAS, the Board of Directors has determined it advisable and in the best interest of its
stockholders to enter into this Second Amendment to enable the Company to enter into the Merger
Agreement and consummate the transactions contemplated thereby.
NOW, THEREFORE, pursuant to the Company’s authority set forth in Section 27 of the Rights
Agreement, the Rights Agreement hereby is amended as follows:
Section 1. Amendments
Definition of “Acquiring Person.” The definition of “Acquiring Person” set forth in Section 1
of the Rights Agreement is hereby amended to delete the last sentence of such definition in its
entirety, and replace such sentence with the following:
“Neither Precision Drilling Trust, an Alberta unincorporated
open-ended investment trust (“Precision”), Precision Lobos
Corporation, a Texas corporation (“Lobos”), Precision Drilling
Corporation, a corporation amalgamated under the laws of the
Province of Alberta (“PDC”), if PDC is a party to the Merger
Agreement, nor any of their Affiliates or Associates shall become an
Acquiring Person as a result of (i) the execution and delivery by
the parties thereto of that certain Agreement and Plan of Merger by
and among Precision, Lobos, PDC, if PDC is a party thereto, and the
Company, as the same may be hereinafter amended from time to time
(the “Merger Agreement”) or (ii) the consummation of any of the
transactions contemplated by the Merger Agreement.”
Definition of “Beneficial Owner.” The definition of “Beneficial Owner” set forth in Section 1
of the Rights Agreement is hereby amended to delete the last sentence in its entirety, and replace
such sentence with the following:
“Notwithstanding anything in this Agreement to the contrary, neither
Precision, Lobos, or PDC, if PDC is a party to the Merger
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Agreement, nor any of their Affiliates shall become a Beneficial
Owner as a result of (i) the execution and delivery by the parties
thereto of the Merger Agreement or (ii) the consummation of any of
the transactions contemplated by the Merger Agreement.”
Section 7 and Definition of “Final Expiration Date.” Section 7(a) of the Rights Agreement is
hereby amended to restate clause (i) of Section 7(a) as follows:
“(i) the earlier of the Close of Business on (x) September 18, 2008
or (y) February 28, 2009, being (the “Final Expiration Date”),”
Section 2. Execution.
Pursuant to Section 27 of the Rights Agreement, the Rights Agent is hereby directed to execute
this Second Amendment.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed
as of the day and year first above written.
| GREY WOLF, INC. | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |||||
| Name: Xxxxxx X. Xxxxxx, Xx. | ||||||
| Title: Vice President & Treasurer | ||||||
| AMERICAN STOCK TRANSFER & TRUST COMPANY | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||
| Name: Xxxxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
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