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EXHIBIT 4.5
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of July 22, 1996 (the "Amendment"), to the
Amended and Restated Rights Agreements dated as of September 28, 1993 (the
"Rights Agreement") between GLOBAL NATURAL RESOURCES INC., a New Jersey
corporation (the "Company"), and REGISTRAR AND TRANSFER COMPANY (the "Rights
Agent").
WHEREAS, Seagull Energy Corporation, GNR Merger Corporation, a
subsidiary of Seagull Energy Corporation ("Sub"), and the Company intend to
enter into an Agreement and Plan of Merger pursuant to which the Sub will merge
with and into the Company; and
WHEREAS, pursuant to and in compliance with Section 28 of the
Rights Agreement, the Company and the Rights Agent desire to amend the Rights
Agreement as set forth in this Agreement to reflect the foregoing;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth herein and in the Rights Agreement, the parties
hereto hereby agree as follows:
1. Section 1(a) of the Rights Agreement is hereby
amended to add the following at the end of the existing language thereof:
"Anything in this Agreement to the contrary
notwithstanding, "Acquiring Person" shall not include
Seagull Energy Corporation, a Texas corporation
("Parent"), GNR Merger Corporation, a New Jersey
corporation and a wholly-owned
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EXHIBIT 4.5
subsidiary of Parent ("Sub"), or any Affiliates or Associates
of Parent or Sub, by virtue of (x) the announcement, approval,
execution or delivery of the Agreement and Plan of Merger among
Parent, Sub and the Company, dated as of July 22, 1996 and any
amendments thereto in accordance with its terms (the "Merger
Agreement"), pursuant to which, among other things, the Sub
shall merge with and into the Company (the "Merger") or (y) the
consummation of the Merger and the transactions contemplated by
the Merger Agreement."
2. Section 3(d) of the Rights Agreement is hereby
amended by inserting after "September 28, 1993" in line 5 of the legend set
forth therein the phrase "as amended as of July 22, 1996."
3. Section 13 of the Rights Agreement is hereby amended
to add the following paragraph at the end thereof:
"Notwithstanding any other provision of this Agreement,
neither of the following events shall constitute an occurrence
of the events referred to in Section 13(a), (b) or (c) hereof:
(A) the announcement, approval, execution or delivery of the
Merger Agreement or the Voting Agreement (as defined in the
Merger Agreement) or (B) the consummation of the Merger."
4. The Rights Agreement is hereby amended to add a new
Section 35 which shall read in its entirety as follows:
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EXHIBIT 4.5
"Anything in this Agreement to the contrary notwithstanding,
the announcement, approval, execution or delivery of the Merger
Agreement or the Voting Agreement (as defined in the Merger
Agreement), the acquisition of beneficial ownership of the
Common Stock of the Company pursuant to the Merger and the
consummation of the transactions contemplated by the Merger
Agreement shall not cause Parent, Sub or any Affiliates or
Associates of Parent or Sub to be deemed an Acquiring Person or
to give rise to a Distribution Date, any event referred to in
Section 11 hereof, any of the events referred to in Section
13(a), (b) or (c) hereof or a Shares Acquisition Date."
5. The Form of Right Certificate attached to the Rights
Agreement as Exhibit A is hereby amended by inserting after "September 28,
1993" in line 4 thereof the phrase "as amended as of July 22, 1996."
6. This Amendment shall be governed by and construed in
accordance with the laws of the State of New Jersey without regard to
principles of conflicts of laws.
7. 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 but one and
the same instrument.
8. Expect as expressly set forth herein, this Amendment
shall not by implication or otherwise alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in
the Rights
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EXHIBIT 4.5
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered and to become effective, all as of
the day and year first above written.
ATTEST: GLOBAL NATURAL RESOURCES INC.
By: /s/ E. Lynn Hill By: /s/ Robert F. Vagt
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Name: E. Lynn Hill Name: Robert F. Vagt
Title: Secretary Title: Chairman, President and
Chief Executive Officer
ATTEST: REGISTRAR AND TRANSFER COMPANY
By: By: /s/ William P. Tatler
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Name: Name: William P. Tatler
Title: Title: Vice President
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