FIRST AMENDMENT OF
RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") of the Rights Agreement (as defined
below) is made and entered into as of the 7th day of June 2001, by and between
Unit Corporation, a Delaware corporation (the "Company"), and Mellon Shareholder
Services L.L.C., successor to Chemical Bank as "Rights Agent" under the Rights
Agreement.
RECITALS:
WHEREAS, on May 19, 1995, the Board of Directors of the Company declared a
dividend of one stock purchase right (a "Right") for each outstanding share of
common stock, $.20 par value (the "Common Stock") of the Company to the
stockholders of record at the close of business on May 31, 1995, with each Right
entitling the registered holder to purchase from the Company one one-hundredth
of a share of the Series A Junior Preferred Stock of the Company (the "Preferred
Stock"), or a combination of securities and assets of equivalent value, at a
purchase price of $12.00 per Right, subject to adjustment (the description and
terms of the Rights are set forth in a Rights Agreement, dated as of May 19,
1995 (the "Rights Agreement") between the Company and Chemical Bank as Rights
Agent; and
WHEREAS, in light of subsequent developments in connection with the Company
and also in connection with rights agreements generally, the Board of Directors
deems it advisable and in the best interests of the Company and its stockholders
to amend certain provisions of the Rights Agreement; and
WHEREAS, no Person (as such term is defined in the Rights Agreement) has
become an Acquiring Person, and
WHEREAS, the Company desires to amend the Rights Agreement as set forth
below;
NOW, THEREFORE, the undersigned, in consideration of the premises,
covenants and agreements contained herein and in the Rights Agreement, and other
good, sufficient and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, do hereby agree as follows:
Each of the following sections or provisions of the Rights Agreement is
hereby amended and restated in its entirety to read as follows:
(A). The definition of Rights Agent is amended to reflect Mellon Shareholder
Services L.L.C. to be the Rights Agent.
(B). The definition of an "Acquiring Person", as defined in Section 1, is
amended to read as follows:
"Acquiring Person" shall mean any Person who or which, alone or
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of more than 15% of the Common Shares then outstanding,
but shall not include the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any of its Subsidiaries, or any
Person holding Common Shares for or pursuant to the terms of any such
employee benefit plan;
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provided, however, that (i) if the Board of Directors of the Company
determines in good faith that a Person who would otherwise be an "Acquiring
Person" became the Beneficial Owner of a number of Common Shares such that
the Person would otherwise qualify as an "Acquiring Person" inadvertently
(including, without limitation, because (A) such Person was unaware that it
beneficially owned a percentage of Common Shares that would otherwise cause
such Person to be an "Acquiring Person" or (B) such Person was aware of the
extent of its Beneficial Ownership of Common Shares but had no actual
knowledge of the consequences of such Beneficial Ownership under this
Agreement) and without any intention of changing or influencing control of
the Company, then such Person shall not be deemed to be or to have become
an "Acquiring Person" for any purposes of this Agreement unless and until
such Person shall have failed to divest itself, as soon as practicable (as
determined, in good faith, by the Board of Directors of the Company), of
Beneficial Ownership of a sufficient number of Common Shares so that such
Person would no longer otherwise qualify as an "Acquiring Person"; and (ii)
no Person shall become an "Acquiring Person" as the result of an
acquisition of Common Shares by the Company which, by reducing the number
of shares outstanding, increases the proportionate number of Common Shares
beneficially owned by such Person to more than 15% of the Common Shares
then outstanding, provided, however, that if a Person shall become the
Beneficial Owner of more than 15% of the Common Shares then outstanding by
reason of such share acquisitions by the Company and shall thereafter
become the Beneficial Owner of any additional Common Shares (other than
pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Shares or pursuant to a split or subdivision of the
outstanding Common Shares), then such Person shall be deemed to be an
"Acquiring Person" unless upon becoming the Beneficial Owner of such
additional Common Shares such Person dies and does not beneficially own
more then 15% of the Common Shares then outstanding.
(C). The definition of "Purchase Price", as defined in Section 1, is amended
to read as follows:
"Purchase Price" with respect to each Right shall mean $70.00, as such
amount may from time to time be adjusted as provided herein, and shall be
payable in lawful money of the United States of America. All references
herein to the Purchase Price shall mean the Purchase Price as in effect at
the time in question.
(D). Section 21(j) is amended by inserting the word "Rights" before the word
"Agent" each time the word "Agent" appears in the second sentence thereof.
(E). Section 24(a) is amended to read as follows:
SECTION 24. Redemption and Termination. (a) The Board of Directors
of the Company may, at its option, at any time prior to the earlier of (i)
the time a Person has become an Acquiring Person and (ii) the Expiration
Date, order the redemption of all, but not fewer than all, the then
outstanding Rights at the Redemption Price (the date of such redemption
being the "Redemption Date"), and the Company, at its option, may pay the
Redemption Price either in cash or Common Shares or other securities of the
Company deemed by the Board of Directors of the Company, in the exercise of
its sole discretion, to be at least equivalent in value to the Redemption
Price.
(F). Section 26 is amended to read as follows:
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SECTION 26. Supplements and Amendments. At any time prior to the
Distribution Date and subject to the last sentence of this Section 26, the
Company may, and the Rights Agent shall if the Company so directs,
supplement or amend any provision of this Rights Agreement (including,
without limitation, the date on which the Distribution Date shall occur,
the time during which the Rights may be redeemed pursuant to Section 24 or
any provision of the Certificate of Designation) without the approval of
any holder of the Rights. Without limiting the foregoing, the Company may
at any time prior to such time as any Person becomes an Acquiring Person
amend this agreement to (a) specifically exempt any Person from being or
being deemed to be an Acquiring Person, subject to such terms and
conditions as the Company deems appropriate, (b) fix an expiration date
later than the date set forth in Section 7 hereof or (c) increase the
Purchase Price. From and after the Distribution Date and subject to
applicable law, the Company may, and the Rights Agent shall if the Company
so directs, amend this Rights Agreement without the approval of any holders
of Right Certificates (i) to cure any ambiguity or to correct or supplement
any provision contained herein which may be defective or inconsistent with
any other provision of this Rights Agreement or (ii) to make any other
provisions in regard to matters or questions arising hereunder which the
Company may deem necessary or desirable and which shall not adversely
affect the interests of the holders of Right Certificates (other than an
Acquiring Person or an Affiliate or Associate of an Acquiring Person). Any
supplement or amendment adopted during any period after any Person has
become an Acquiring Person but prior to the Distribution Date shall be null
and void unless such supplement or amendment could have been adopted under
the prior sentence from and after the Distribution Date. Any supplement or
amendment to this Rights Agreement duly approved by the Company that does
not amend Sections 19, 20, 21 or 22 in a manner adverse to the Rights Agent
shall become effective immediately upon execution by the Company, whether
or not also executed by the Rights Agent. In addition, notwithstanding
anything to the contrary contained in this Rights Agreement, no supplement
or amendment to this Rights Agreement shall be made which (a) reduces the
Redemption Price (except as required by Section 12(a)) or (b) provides for
an earlier Expiration Date.
(G). Section 28(b) is amended to read as follows:
(b) Except as explicitly otherwise provided in this Rights Agreement,
the Board of Directors of the Company shall have the exclusive power and
authority to administer this Rights Agreement and to exercise all rights
and powers specifically granted to the Board of Directors of the Company or
to the Company, or as may be necessary or advisable in the administration
of this Rights Agreement, including, without limitation, the right and
power to (i) interpret the provisions of this Rights Agreement and (ii)
make all determinations deemed necessary or advisable for the
administration of this Rights Agreement (including, without limitation, a
determination to redeem or not redeem the Rights or to amend this Rights
Agreement and whether there is an Acquiring Person). All such actions,
calculations, determinations and interpretations which are done or made by
the Board of Directors of the Company in good faith shall be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights and all other parties.
This Amendment shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns.
This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
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Except as hereby amended, the Rights Agreement shall remain in full force
and effect.
This Amendment shall be governed by, and interpreted in accordance with,
the laws of the State of Delaware, without regard to principles of conflict of
laws.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
Unit Corporation Mellon Shareholder Services
L.L.C.
______________________________ ____________________________
By: John G. Nikkel By:
Its: President Its:
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