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EXHIBIT 4.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1, to the Rights Agreement ("Amendment No. 1") dated
as of December 8, 1998 between Noble Affiliates, Inc., a Delaware corporation
(the "Company") and Bank One Trust Company, as successor Rights Agent to Liberty
Bank and Trust Company of Oklahoma City, N.A., (the "Rights Agent"),
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of August 27, 1997 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has authorized this Amendment No. 1, which will, among
other things, eliminate all requirements that Continuing Directors (as defined
in the Rights Agreement) approve certain actions under the Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
Section 1. Certain Definitions.
(a) Unless otherwise specifically defined herein, each term used herein
which is defined in the Rights Agreement has the meaning assigned to such term
in the Rights Agreement. Each reference to "hereof", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Rights Agreement shall, after this
Amendment No. 1 becomes effective, refer to the Rights Agreement as amended
hereby.
(b) Section 1 of the Rights Agreement is hereby amended by amending the
last sentence of the definition of "Acquiring Person" to read as follows:
"Notwithstanding the foregoing, if the Board of Directors of the
Company, within 10 days after the first date on which the Company shall become
aware that any Person, together with all Affiliates and Associates of such
Person, is the Beneficial Owner of shares of Common Stock of the Company such
that such person (but for this sentence) would be an Acquiring Person,
determines in good faith that such Person has inadvertently exceeded the
thresholds set forth in this definition of Acquiring Person, and such Person
divests as promptly as practicable a sufficient number of Common Shares of the
Company so that such Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this definition, then such Person shall
not be deemed to be an "Acquiring Person" for any purposes of this Agreement."
(c) Section 1 of the Rights Agreement is hereby amended by deleting the
definition of "Continuing Director" contained therein.
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Section 2. Redemption. Subsection (a) of Section 23 of the Rights
Agreement is hereby amended in its entirety to read as follows:
"(a) A majority of the Board of Directors of the Company may, at its
option, at any time prior to the earlier of (i) the close of business on the
tenth day following the Shares Acquisition Date (or, if the Shares Acquisition
Date shall have occurred prior to the Record Date, the close of business on the
tenth day following the Record Date) and (ii) the Final Expiration Date, redeem
all but not less than all the then outstanding Rights at a redemption price of
$.01 per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price"). The redemption
of the Rights by the Board of Directors of the Company may be made effective at
such time, on such basis and with such conditions as the Board of Directors of
the Company in its sole discretion may establish. Notwithstanding anything
contained in this Agreement to the contrary, the Rights shall not be exercisable
pursuant to Section 11(a)(ii) prior to the expiration of the Company's right of
redemption hereunder."
Section 3. Supplements and Amendments. Section 27 of the Rights
Agreement is hereby amended by:
(a) replacing the words "subject to the last two sentences of this
Section 27" in the first sentence with the words "subject to the last sentence
of this Section 27"; and
(b) deleting the last sentence of the section.
Section 4. Form of Rights Certificate. Exhibit B to the Rights
Agreement is hereby amended by deleting the last sentence of the sixth paragraph
(which paragraph starts with the words "Subject to the provisions of the Rights
Agreement. . . .").
Section 5. Summary of Rights to Purchase Preferred Shares. Exhibit C to
the Rights Agreement is hereby amended by:
(a) deleting the second sentence of the twelfth paragraph of the
Exhibit (which paragraph starts with the words "At any time prior to. . . .");
(b) deleting the thirteenth paragraph of the Exhibit (which paragraph
starts with the words "The term "Continuing Directors");
(c) replacing the words "subject to the last two sentences of this
paragraph" in the first sentence of the fourteenth paragraph of the Exhibit
(which paragraph starts with the words "At any time prior to the Distribution
Date . . .") with the words "subject to the last sentence of this paragraph";
and
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(d) deleting the last sentence of the fourteenth paragraph of the
Exhibit (which paragraph starts with the words "At any time prior to the
Distribution Date. . . .").
Section 6. Governing Law. THIS AMENDMENT NO. 1 SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER 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.
Section 7. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
Section 8. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment No. 1 are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment No. 1.
Section 9. Effectiveness. This Amendment No. 1 shall become effective
upon execution by each of the parties hereto of a counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested, all as of the day and year first above
written.
NOBLE AFFILIATES, INC.
Attest:
By: /s/ XXXXXXX XXXXXXXX By: /s/ XXXXXX XXXXX
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Name: Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxx
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Title: Secretary Title: President
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LIBERTY BANK AND TRUST
COMPANY OF OKLAHOMA CITY, N.A.
Attest:
By: /s/ XXXXXX XXXXXXXXX By: /s/ DEE XXXX X. XXXXXXX
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Name: Xxxxxx Xxxxxxxxx Name: Dee Xxxx X. Xxxxxxx
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Title: VP-Relationship Manager Title: Assistant Vice President
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