FIRST AMENDMENT TO RIGHTS AGREEMENT
This FIRST AMENDMENT TO RIGHTS AGREEMENT, dated as of July ___, 1997
(the "Amendment"), between CAIRN ENERGY USA, INC., a Delaware corporation (the
"Company"), and STOCK TRANSFER COMPANY OF AMERICA, INC., a Delaware corporation,
as Rights Agent (the "Rights Agent").
RECITALS
1. The Company and the Rights Agent executed a Rights Agreement as of April
1, 1997 (the "Rights Agreement").
2. The Board of Directors of the Company has concurrently herewith approved
a certain Agreement and Plan of Merger with The Meridian Resource Corporation, a
corporation formed under the laws of the State of Texas ("Parent"), and C
Acquisition Corp., a corporation formed under the laws of the State of Delaware
and a wholly-owned subsidiary of Parent (the "Sub") (the Agreement and Plan of
Merger, as amended from time to time being herein referred to as the "Merger
Agreement").
3. The Board of Directors of the Company believes it to be in the best
interest of the Company to amend the Rights Agreement, effective immediately
prior to the execution and delivery of the Merger Agreement.
AGREEMENT
Accordingly, in consideration of the premises and the mutual agreement
herein set forth the parties hereby agree as follows:
1. The Rights Agreement is hereby amended by the amendment of Section 7(a)
so as to read in its entirety as follows:
"(a) Except as otherwise provided herein, the Rights shall become
exercisable on the Distribution Date, and thereafter the registered
holder of any Right Certificate may, subject to Section 11(a)(ii)
hereof and except as otherwise provided herein, exercise the Rights
evidenced thereby in whole or in part upon surrender of the Right
Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office or agency of
the Rights Agent designated for such purpose, together with payment of
the aggregate Purchase Price with respect to the total number of one
one- thousandths of a share of Preferred Stock (or other securities,
cash or other assets, as the case may be) as to which the Rights are
exercised, at any time which is both after the Distribution Date and
prior to the time (the "Expiration Date") that is the earliest of (i)
the Close of Business on March 31, 2007 (the "Final Expiration Date"),
(ii) the time at which the Rights are redeemed as provided in Section
23 hereof (the "Redemption Date"), (iii)
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the time at which such Rights are exchanged as provided in Section 24
hereof or (iv) immediately prior to the Effective Time (as defined in
the Merger Agreement (as defined in Section 35 hereof)).
2. The Rights Agreement is hereby further amended by the addition thereto
of a new Section 35. Merger Agreement with The Meridian Resource Corporation. to
be and read as follows:
"Section 35. Merger Agreement with The Meridian Resource Corporation.
Notwithstanding any other provision of this Agreement, the approval,
execution and delivery by the Company of that certain Agreement and
Plan of Merger dated as of July __, 1997, by and among the Company, The
Meridian Resource Corporation, a corporation formed under the laws of
the State of Texas ("Parent"), and C Acquisition Corp., a corporation
formed under the laws of the State of Delaware and a wholly-owned
subsidiary of Parent (the "Sub") (said Agreement and Plan of Merger, as
amended from time to time, being herein referred to as the "Merger
Agreement"), and the consummation of the transaction contemplated
thereby, shall not, solely by reason thereof:
(a) cause any person to be or to become an Acquiring
Person under the terms and provisions of this Agreement;
(b) cause there to occur a Flip-In Event, a Stock
Acquisition Date, a Distribution Date or an event described
under Section 13(a) of this Agreement; or
(c) cause the Rights to become exercisable under any
provision of this Agreement.
3. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the day and year first above written.
CAIRN ENERGY USA, INC.
By:
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Michael R. Gilbert
President
STOCK TRANSFER COMPANY OF AMERICA,
INC., as Rights Agent
By:
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Jeanette Fitzgerald
Vice President
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