Exhibit
4.1


 


SECOND
AMENDMENT TO RIGHTS AGREEMENT


 


This AMENDMENT is dated as of June 3, 2008, to
the Rights Agreement, dated as of April 11, 1989, and amended by the first
amendment thereto dated as of February 24, 1999, by and between CREDO
Petroleum Corporation (the “Company”) and Computershare Trust Company,
N.A., as successor in interest to American Securities Transfer, Incorporated
(as Rights Agent) (as heretofore amended, the “Rights Agreement”).


 


WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and


 


WHEREAS, pursuant to Section 26 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with the provisions of Section 26
thereof; and


 


WHEREAS, the Company intends to enter into a Company
Stock Purchase Agreement (as it may be amended or supplemented from time to
time, the “Company Stock Purchase Agreement”), dated on or about June 3,
2008, by and between the Company and RCH Energy Opportunity Fund II, LP (the “Purchaser”),
and certain shareholders of the Company intend to enter into a Stock Purchase
Agreement, dated on or about June 3, 2008, by and among such shareholders
and the Purchaser (such agreement, together with the Company Stock Purchase
Agreement, being referred to collectively herein as the “Purchase Agreements”);
and


 


WHEREAS, the Board of Directors of the Company has
determined that the transactions contemplated by the Purchase Agreements are
fair to and in the best interests of the Company and its shareholders; and


 


WHEREAS, the Board of Directors has determined that it
is desirable to amend the Rights Agreement to exempt the Purchase Agreements
and the transactions contemplated thereby from the application of the Rights
Agreement.


 


NOW, THEREFORE, the Company and the Rights Agent
hereby agree as follows:


 


1.             Section 1(a) of the
Rights Agreement is hereby modified and amended by adding the following
sentence at the end thereof:


 


“Notwithstanding the foregoing, neither RCH Energy Opportunity Fund II,
LP (“Purchaser”), nor or any party to either Purchase Agreement (as defined
below) or any of their respective Affiliates, either individually or
collectively, shall be deemed to be an Acquiring Person by virtue of the
execution and delivery of the Company Stock Purchase Agreement, dated on or
about June 3, 2008, by and among the Company and the Purchaser, or the
Stock Purchase Agreement, dated on or about June 3, 2008, by and among
James T. Huffman, William F. Skewes, Richard B. Stevens and the Purchaser (such
agreements being collectively referred to herein as the “Purchase Agreements”)
or as a result of the announcement or consummation of the transactions
contemplated by the Purchase Agreements.”


 


 

















 


2.             Section 1(i) of the
Rights Agreement is hereby modified and amended by adding the following
sentence at the end thereof:


 


“Notwithstanding the foregoing, neither the execution and delivery of
the  Purchase Agreements, the
announcement thereof, nor consummation of the transactions contemplated
thereby, nor any communication made in connection therewith, shall constitute
an Offer for the purposes of this Agreement.”


 


3.             Section 1(m) of the
Rights Agreement is hereby modified and amended by adding the following
sentence at the end thereof:


 


“Notwithstanding the foregoing, neither the execution and delivery of
the Purchase Agreements, the announcement thereof, nor consummation of the
transactions contemplated thereby, shall cause a Shares Acquisition Date.”


 


4.             Section 2 of the Rights
Agreement is hereby modified and amended by adding the following language at
the end thereof:


 


“, upon ten (10) days’ prior written
notice to the Rights Agent.  The Rights
Agent shall have no duty to supervise, and shall in no event be liable for, the
acts or omissions of any such Co-Rights Agent.”


 


5.             Section 3(a) of the
Rights Agreement is hereby modified and amended to add the following sentence
immediately following the first sentence thereof:


 


“Notwithstanding the foregoing, neither the execution and delivery of
the Purchase Agreements, the announcement thereof, nor consummation of the
transactions contemplated thereby, shall cause a Distribution Date.”


 


6.             Section 15 of the Rights
Agreement is hereby modified and amended by adding the following sentence at
the end thereof:


 


“Notwithstanding the foregoing, nothing in this Agreement shall be
construed to give any holder of Rights or any other Person any legal or
equitable rights, remedy or claim under this Agreement in connection with any
transactions contemplated by the Purchase Agreements or the execution and
delivery or the announcement thereof.”


 


7.             Section 21 of the Rights
Agreement is hereby modified and amended by adding the following sentence after
the existing first sentence thereof:


 


“In the event the transfer agency
relationship in effect between the Company and the Rights Agent terminates, the
Rights Agent will be deemed to have resigned automatically and be discharged
from its duties under this Agreement as of the effective date of such
termination, and the Company shall be responsible for sending any required
notice.”


 


8.             Section 25 of the Rights
Agreement is hereby modified and amended by deleting the Rights Agent notice
address in its entirety and replacing it with the following:


 


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“Computershare Trust Company, N.A.


350 Indiana Street, Suite 800


Golden, Colorado  80401


Attn: Client Services”


 


9.             The Rights Agreement is hereby
modified and amended by adding the following new Section 33 after the
existing Section 32:


 


“Section 33.  Force Majeure.  Notwithstanding anything to the contrary
contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control including,
without limitation, acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information
storage or retrieval systems, labor difficulties, war, or civil unrest.”


 


10.           Except 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 Agreement, all of which are ratified and affirmed in
all respects and shall continue in full force and effect and shall be otherwise
unaffected.


 


11.           This Amendment shall be deemed to be
a contract made under the laws of the State of Colorado and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State.


 


12.           This Amendment may be executed in any
number of counterparts and each of such counterpart shall for all purposes be
deemed an original, and all such counterparts shall together constitute but one
and the same instrument.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF. this Amendment has been duly
executed by the Company and the Rights Agent as of the day and year first
written above.


 


	
   

  	
  CREDO PETROLEUM
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By.

  	
  /s/ James T.
  Huffman

  
	
   

  	
  Name: James T.
  Huffman

  
	
   

  	
  Title: President,
  Chief Executive Officer and

  
	
   

  	
  Chairman of the
  Board of Directors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  TRUST COMPANY, N.A.

  
	
   

  	
  (as Rights
  Agent)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By.

  	
  /s/ Kellie Gwinn

  
	
   

  	
  Name: Kellie Gwinn

  
	
   

  	
  Title: Vice
  President

  



 


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