EXHIBIT 4.4
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT dated as of October 18, 1999 to the Rights Agreement
dated as of December 7, 1998 (the "Rights Agreement") between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
International Inc., a Mississippi corporation (the "Company"), and American
Stock Transfer & Trust Company, a New York corporation, as rights agent (the
"Rights Agent"). Capitalized terms used herein but not defined shall have the
meanings assigned to such terms in the Rights Agreement.
WHEREAS, Section 27 of the Rights Agreement provides that for so long
as the Rights are redeemable, the Company may in its sole and absolute
discretion, and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of the Rights Agreement without the approval of any holders
of the Rights; and
WHEREAS, the Board of Directors of the Company has directed that the
Company and the Rights Agent amend the Rights Agreement pursuant to this
Amendment;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereby agree as follows:
Section 1. Amendments to Rights Agreement. The Rights Agreement
is amended by:
(a) deleting from Section 1 the period at the end of the first
sentence of the definition of "Exempt Person" and adding the following text
"or (iv) Halter Marine Group, Inc., a Delaware corporation ("Halter
Marine"), solely as a result of the approval, execution or delivery of the
Agreement and Plan of Merger, dated as of June 1, 1999, as amended, by and
between the Company and Halter Marine (the "Merger Agreement"), or the
consummation of the transactions contemplated by the Merger Agreement."
(b) deleting from Section 27 the period at the end of the first
sentence of Section 27 and adding the following text "; provided, however,
that from and after the Effective Time (as defined in the Merger Agreement)
until the termination of the Stockholder's Agreement (as defined in the
Merger Agreement), this Agreement (including this Section 27) may only be
amended with the approval of two-thirds of the members of the Board of
Directors of the Company."
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(c) by adding a new Section 35 as follows:
"Section 35. Merger with Halter Marine.
Notwithstanding any provision herein to the contrary, (a) neither Halter
Marine nor any stockholder thereof shall be considered an Acquiring Person
under this Rights Agreement, no Distribution Date or Section 11 (a) (ii)
Trigger Date shall be deemed to occur and no Rights shall be deemed
exercisable pursuant to Section 7, Section 11, Section 13 or any other
provision hereof, in either case, solely as a result of the approval,
execution or delivery of the Merger Agreement or the consummation of the
transactions contemplated thereby; provided that no stockholder of Halter
Marine would beneficially own 15% or more of the outstanding shares of
Common Stock at the effective time of the merger as contemplated in the
Merger Agreement."
Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Mississippi applicable to
contracts to be made and performed entirely within such State.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
Amendment.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the day and year first written above.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INTERNATIONAL INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, III
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇, III
Title: Secretary
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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