Exhibit 4.12


 


AMENDMENT TO RIGHTS
AGREEMENT


 


                AMENDMENT
TO RIGHTS AGREEMENT (this “Amendment”)
dated as of the 26th day of October, 2010, between HKN, Inc. (f/k/a Harken
Energy Corporation), a Delaware corporation (the “Company”), and American Stock Transfer and Trust Co., LLC
(successor to Mellon Investor Services LLC, a New Jersey limited liability
company (formerly known as ChaseMellon Shareholder Services L.L.C.)), as Rights
Agent (the “Rights Agent”).


 


RECITALS


 


1.             The
Company and the Rights Agent have previously entered into that certain Rights
Agreement, dated as of April 6, 1998 (the “Agreement”).


 


2.             Section
27 (Supplements and Amendments) of the Agreement provides, in part,
that, as long as the Rights are redeemable, the Agreement may be supplemented
or amended without the approval of any holders of Rights.


 


AGREEMENT


 


                Section
1.               Definitions.  All capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement.


 


                Amended
Definition.  Pursuant to Section 27
of the Agreement (Supplements and Amendments), the undersigned desire to
amend Section 1(k) of the Agreement (Certain Definitions — Exempt
Person) by deleting the existing Section 1(k) in its entirety and replacing
it with a new Section 1(k) to read as follows:


 


                “(k)         “Exempt
Person” shall mean (i) the Company or any Subsidiary (as such term
is hereinafter defined) of the Company, in each case including, without
limitation, in its fiduciary capacity, or any employee benefit plan of the
Company or any Subsidiary of the Company, or any entity or trustee holding
Common Stock for or pursuant to the terms of any such plan or for the purpose
of funding any such plan or funding other employee benefits for employees of
the Company or of any Subsidiary of the Company and (ii) Lyford Investments
Enterprises, Ltd. and UniPureEnergy Acquisition Ltd.”


 


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


 


                Section
3.               Counterparts.  This Agreement 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.


 


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                IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to Rights
Agreement to be duly executed as of the day and year first above written.


 


 


	
   

  	
  HKN, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANNA M. WILLIAMS

  
	
   

  	
   

  	
  Anna M. Williams

  
	
   

  	
   

  	
  Senior Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN STOCK TRANSFER AND TRUST CO., LLC, as
  Rights Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ HERBERT J. LEMMER

  
	
   

  	
  Name:

  	
  Herbert J. Lemmer

  
	
   

  	
  Title:

  	
  Vice President

  



 


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