Exhibit 10.147
AMENDMENT OF
RIGHTS AGREEMENT
BETWEEN
CASTLE ENERGY CORPORATION
AND
AMERICAN STOCK TRANSFER AND TRUST COMPANY
AS RIGHTS AGENT
WHEREAS, the Castle Energy Corporation, a Delaware Corporation (the
"Corporation") and American Stock Transfer & Trust Company (the "Rights Agent")
have entered into that certain Rights Agreement between Castle Energy
Corporation and American Stock Transfer and Trust Company as Rights Agent dated
as of April 23, 1994 (the "Rights Agreement"); and
WHEREAS FURTHER, the Corporation has determined that the definition of
"Acquiring Person" in the Rights Agreement unduly restricts the ability of
institutional investors to acquire and hold stock in the Corporation and that a
modification thereof is in the best interests of the shareholders of the
Corporation; and
WHEREAS FURTHER, the Corporation has delivered a certificate to the Rights Agent
which stating that this Amendment is in compliance with Section 27 of the Rights
Agreement.
Now therefore, the Corporation and the Rights Agent hereby agree to amend the
Rights Agreement as follows:
1. The existing definition of "Acquiring Person" in Section 1 (a) is deleted in
its entirety and the following is substituted in its stead:
(a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 15% or more of the then outstanding
Common Shares (other than as a result of a Permitted Offer) or was such
a Beneficial Owner at any time after the date hereof, whether or not
such person continues to be the Beneficial Owner of 15% or more of the
then outstanding Common Shares. Notwithstanding the foregoing,
(i) the term "Acquiring Person" shall not include
(A) the Corporation,
(B) any Subsidiary of the Corporation,
(C) any employee benefit plan of the Corporation or of any
Subsidiary of the Corporation,
(D) any Person or entity organized, appointed or established
by the Corporation for or pursuant to the terms of any such plan,
Amendment of Rights Agreement
Page 2 of 3
(E) any Person, who or which together with all Affiliates and
Associates of such Person becomes the Beneficial Owner of 15% or more
of the then outstanding Common Shares as a result of the acquisition of
Common Shares directly from the Corporation, and
(F) any Person who is a Grandfathered Stockholder so long as
such Person is and remains a Grandfathered Stockholder, and
(ii) no Person shall be deemed to be an "Acquiring Person" either
(A) as a result of the acquisition of Common Shares by the
Corporation which, by reducing the number of Common Shares outstanding,
increases the proportional number of shares beneficially owned by such
Person together with all Affiliates and Associates of such Person;
except that if
(1) a Person would become an Acquiring Person
(but for the operation of this clause (A) as
a result of the acquisition of Common Shares
by the Corporation, and
(2) after such shares acquisition by the
Corporation, such Person, or an Affiliate or
Associate of such Person, becomes the
Beneficial Owner of any additional Common
Shares, then such Person shall be deemed an
Acquiring Person, or
(B) if
(1) within eight (8) days after such Person
would otherwise have become an Acquiring
Person [but for the operation of this clause
(B)], such Person notifies the Board of
Directors that such Person did so
inadvertently, and
(2) within two (2) days after such notification,
such Person, together with all Affiliates
and Associates of such Person, is the
Beneficial Owner of less than 15% of the
outstanding Common Shares or is a
Grandfathered Stockholder, or
(C) if such Person is an Institutional Investor, such
Institutional Investor becomes the Beneficial Owner of 15% or more of
the outstanding Common Shares solely by reason of such Institutional
Investor's Regular Trading Activities; provided, however, that if an
Institutional Investor becomes the Beneficial Owner of 25% or more of
the then outstanding Common Shares other than solely as the result of
the events described in clause (A) or (B) of this Section 1(a)(ii) (and
in the case of clause (B), such Institutional Investor immediately
divests itself of a sufficient number of Common Shares as that it is no
longer the Beneficial Owner of 25% or more of the then outstanding
Common Shares), then such Institutional Investor shall be deemed an
"Acquiring Person."
2. A definition of "Institutional Investor" in a new Section 1 (l-1) shall be
added immediately prior to Section 1 (m) as follows:
Amendment of Rights Agreement
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(l-1) "Institutional Investor" shall mean a Person
who is principally engaged in the business of managing investment funds
for unaffiliated securities investors and, as part of such Person's
duties as agent for fully managed accounts, holds or exercises voting
or dispositive power over Common Shares.
3. A definition of "Regular Trading Activities" and a new Section 1 (q-1) shall
be added immediately prior to Section 1 (r) as follows:
(q-1) "Regular Trading Activities" shall mean trading
activities undertaken in the Institutional Investor's normal course of
business and not for the purpose of exercising, either alone or in
concert with any other Person, power to direct or cause the direction
of the management and policies of the Corporation.
4. Other than as amended hereby, the Rights Agreement shall continue in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date hereinbelow written.
Dated as of December 31, 2002
Attest: CASTLE ENERGY CORPORATION
By: By:
---------------------------- ------------------------------------
Name: Xxxxx Xxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary Title: Vice President
AMERICAN STOCK TRANSFER &
Attest: TRUST COMPANY
By: By:
---------------------------- ------------------------------------
Name: Name:
Title: Title:
