EXHIBIT 4.11
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") dated as of the 18 day
of June, 2002, between Harken Energy Corporation, a Delaware corporation (the
"Company"), and American Stock Transfer and Trust Company (successor to Mellon
Investor Services LLC, a New Jersey limited liability company (formerly known as
ChaseMellon Shareholder Services L.L.C.)), as Rights Agent (the "Rights Agent").
RECITALS
1. The Company and the Rights Agent have previously entered into that
certain Rights Agreement, dated as of April 6, 1998 (the "Agreement").
2. Section 27 (Supplements and Amendments) of the Agreement provides,
in part, that, as long as the Rights are redeemable, the Agreement may be
supplemented or amended without the approval of any holders of Rights.
3. The Company has effected and desires to continue to effect exchange
offers (collectively, the "Exchange Offers") for its outstanding 5% Convertible
Subordinated Notes due 2003 (the "Notes") pursuant to which the holders of the
Notes have received and will continue to receive various securities of the
Company in exchange for the Notes.
4. The Company desires to amend the Agreement to ensure that no Person
will be deemed to be an Acquiring Person (as defined in the Agreement) as a
result of holding the Notes, participating in one or more of the Exchange Offers
or both.
AGREEMENT
Section 1. Definitions. All capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement.
Section 2. Amended Definition. Pursuant to Section 27 of the Agreement
(Supplements and Amendments), the undersigned wish to amend Section 1(k) of the
Agreement (Certain Definitions -- Exempt Person) by deleting the existing
Section 1(k) in its entirety and replacing it with a new Section 1(k) to read as
follows:
"(k) "Exempt Person" shall mean (i) the Company or any Subsidiary (as
such term is hereinafter defined) of the Company, in each case
including, without limitation, in its fiduciary capacity, or any
employee benefit plan of the Company or of any Subsidiary of the
Company, or any entity or trustee holding Common Stock for or pursuant
to the terms of any such plan or for the purpose of funding any such
plan or funding other employee benefits for employees of the Company or
of any Subsidiary of the Company, and (ii) any Person who or which is
or becomes the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding as the result of such Person's Beneficial
Ownership of the
Company's 5% Convertible Subordinated Notes due 2003, or acquisition
from the Company of the Company's securities, and any shares of Common
Stock issuable upon conversion, exchange or redemption thereof, in
exchange for the Company's 5% Convertible Subordinated Notes due 2003
held by such Person or both, unless and until such Person, while a
Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding, shall become the Beneficial Owner of additional shares of
Common Stock constituting 1% or more of the then outstanding shares of
Common Stock other than pursuant to such an exchange, conversion or
redemption."
Section 3. 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.
Section 4. Counterparts. This Agreement 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Rights Agreement to be duly executed as of the day and year first above written.
HARKEN ENERGY CORPORATION
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President and Chief Operating Officer
AMERICAN STOCK TRANSFER AND TRUST
COMPANY, as Rights Agent
By: /s/ ______________________________________
Name:_____________________________________
Title:____________________________________
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