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EXHIBIT NO. 4.1
THIRD AMENDMENT
TO
RIGHTS AGREEMENT
The following is THE THIRD AMENDMENT TO THE RIGHTS AGREEMENT, dated as
of July 24, 1997 (the "Amendment"), between Rowan Companies, Inc., a Delaware
Corporation (the "Company"), and Citibank, N.A., a national banking
association, as Rights Agent (the "Rights Agent"):
WHEREAS, the undersigned Rights Agent and Rowan Companies, Inc. are
parties to a Rights Agreement dated as of February 25, 1992, as amended (the
"Rights Agreement"); and
WHEREAS, the Company (with the approval of not less than a majority of
the Continuing Directors (as defined in the Rights Agreement)) and the Rights
Agent desire to amend the Rights Agreement, pursuant to Section 26 of the
Rights Agreement, as set forth in this Third Amendment to the Rights Agreement
(the "Amendment").
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 7(B) OF THE RIGHTS AGREEMENT.
Section 7(b) of the Rights Agreement is hereby amended by deleting the
reference to the initial dollar amount of the Purchase Price designated therein
as "$30.00" and replacing it with "$75.00."
SECTION 2. AMENDMENT TO EXHIBIT A OF THE RIGHTS AGREEMENT. (a)
The first paragraph of Exhibit A of the Rights Agreement is hereby amended by
deleting the reference to the initial dollar amount of the Purchase Price
designated therein as "$30" and replacing it with "$75.00."
(b) The first paragraph of Exhibit A of the
Rights Agreement is hereby amended by deleting the reference to the par value
of the Junior Preferred Stock designated therein as "without par value" and
replacing it with "$1.00 par value per share."
SECTION 3. AMENDMENT TO EXHIBIT B OF THE RIGHTS AGREEMENT. (a)
The first paragraph of Exhibit B of the Rights Agreement is hereby amended by
deleting the reference to the initial dollar amount of the Purchase Price
designated therein as "$30.00" and replacing it with "$75.00."
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(b) The first paragraph of Exhibit B of the
Rights Agreement is hereby amended by deleting the reference to the par value
of the Junior Preferred Stock designated therein as "without par value" and
replacing it with "$1.00 par value per share."
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, the Rights Agreement,
each Right and each Rights Certificate issued hereunder shall be governed by,
and construed in accordance with, the laws of the State of Delaware applicable
to contracts executed in and to be performed entirely in such State.
SECTION 6. 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
one and the same instrument.
SECTION 7. EFFECT OF AMENDMENT. Except as expressly modified
herein, the Rights Agreement shall remain in full force and effect.
(NOTE: "AGREEMENT" WILL BE CHANGED TO "RIGHTS AGREEMENT" THROUGHOUT)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of July 24, 1997.
ROWAN COMPANIES, INC.
ATTEST:
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By: /s/ XXXX X. XXX By: /s/ X. X. XXXXXX
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Name: Xxxx X. Xxx Name: X. X. Xxxxxx
Title: Corporate Secretary Title: Senior Vice President
Finance, Administration
and Treasurer
CITIBANK, N.A.
ATTEST:
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXX X. XXXXX
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Name: Xxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Senior Trust Officer Title: Vice President