EXHIBIT 3(c)
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
This Amendment No. 1 (the "Amendment") to the Rights Agreement (the
"Rights Agreement") dated as of July 14, 1998 between Xxxxxx Drilling Company, a
Delaware corporation (the "Company"), and Norwest Bank Minnesota, N.A. (the
"Rights Agent") is effective as of September 22, 1998.
RECITALS
The Company desires to amend the Rights Agreement to revise the
redemption provisions of Section 24(b) and remove the restrictions on redeeming
the Rights Agreement if the Board of Directors is not comprised of Continuing
Directors, and certifies that the Amendment complies with the terms of Section
29 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. Section 24(b) of the Rights Agreement is hereby amended to read as
follows:
"(b) The Board of Directors of the Company may, at its option,
at any time prior to the Shares Acquisition Date redeem all but not
less than all the then outstanding Rights at a redemption price of one
cent ($.01) per Right then outstanding, appropriately adjusted to
reflect any adjustment in the number of Rights outstanding pursuant to
Section 12(i) herein (such redemption price being hereinafter referred
to as the "Redemption Price"). Any such redemption of the Rights by the
Board of Directors may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole
discretion may establish."
2. Section 1, Certain Definitions, is hereby amended to delete the
definitions of "Transaction" and "Transaction Person."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Rights Agreement to be duly executed, effective as of the day and year
first above written.
XXXXXX DRILLING COMPANY
By /s/ XXXXX X. XXXXX
------------------------------------------
Xxxxx X. Xxxxx
Senior Vice President -- Finance
NORWEST BANK MINNESOTA, N.A.,
As Rights Agent
By /s/ XXXXXXX X. XXXXX
------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
