FIRST AMENDMENT TO RIGHTS AGREEMENT
Exhibit 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This
First Amendment to Rights Agreement, dated as of April 28, 2008 (this
“Amendment”), is between Trico Marine Services, Inc., a Delaware corporation (the
“Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as
Rights Agent (the “Rights Agent”).
W I T N E S S E T H:
WHEREAS, the Rights Agent and the Company are parties to that certain Rights Agreement, dated
as of April 9, 2007 (the “Rights Agreement”);
WHEREAS, pursuant to Section 28 of the Rights Agreement, the Rights Agreement may be
supplemented or amended prior to the Distribution Date without the approval of any holders of
Rights Certificates;
WHEREAS, the Distribution Date has not yet occurred;
WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement in
certain respects; and
WHEREAS, the Company has delivered to the Rights Agent a certificate stating that this
Amendment complies with Section 28 of the Rights Agreement.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the Company and the Rights Agent hereby agree as follows:
Section 1. Certain Definitions. Capitalized terms used in this Amendment but not
otherwise defined shall have the meanings given to such terms in the Rights Agreement.
Section 2. Amendments. Section 7(a) of the Rights Agreement is hereby deleted and
replaced in its entirety with the following paragraph:
Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights.
(a) The registered holder of any Right Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein), in whole or in part, at any
time after the Distribution Date, upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose, together
with payment of the Purchase Price for each one one-ten-thousandth of a Preferred
Share as to which the Rights are exercised, and an amount equal to any tax or charge
required to be paid under Section 9 hereof, by
certified check, cashier’s check or money order payable to the order of the
Company, at or prior to the earliest of (i) the Close of Business on April 28, 2008
(the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which
such Rights are exchanged as provided in Section 24 hereof. Except for provisions in
this Agreement which expressly survive the termination of this Agreement, this
Agreement shall terminate at such time as the Rights are no longer exercisable
hereunder.
Section 3. Remaining Terms. All other provisions of the Rights Agreement that are
not expressly amended hereby shall continue in full force and effect. Notwithstanding the
foregoing, the Rights Agent and the Company acknowledge and agree that upon the Final Expiration
Date (as amended hereby), the Rights Agreement shall terminate and be of no further force and
effect.
Section 4. 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.
Section 5. 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 to be made and performed entirely
within such state, provided, however, that all provisions regulating the rights, obligations and
duties of the Rights Agent shall be governed by and construed in accordance with the laws of the
State of New York.
Section 6. 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.
Section 7. 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.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
2
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.
| Attest: | TRICO MARINE SERVICES, INC. | |||||||||||
By: |
/s/ Xxxxx Xxxxx | By: | /s/ Xxxxx Xxxxx | |||||||||
| Title: Vice President-Chief Financial Officer | Title: Chief Administrative Offier, Vice President and General Counsel | |||||||||||
| Attest: | MELLON INVESTOR SERVICES LLC | |||||||||||
By:
|
/s/ Xxxxx X. Xxxx
|
By: | /s/ Xxxxxxxx Xxxxxx
|
|||||||
| Title: Vice President | Title: Relationship Manager |
[Signature Page to First Amendment to Rights Agreement]
