exv4w2



 







Exhibit 4.2




SECOND AMENDMENT TO RIGHTS AGREEMENT




     This Second Amendment to Rights Agreement dated as of December 15, 2001 (the “Amendment”), is
between MAGNUM HUNTER RESOURCES, INC., a Nevada corporation (the “Company”), and SECURITIES
TRANSFER CORPORATION, as rights agent (the “Rights Agent”).



W I T N E S S E T H:




     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of
January 6, 1998 (as amended, the “Agreement”).



     WHEREAS, pursuant to Section 27 of the Agreement, the Company and the Rights Agent desire to
amend the Agreement in the manner set forth below.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     Section 1. Defined Terms. Except as amended hereby, terms defined in the Rights
Agreement shall have the same meanings when used in this Amendment.



     Section 2. Amendments to Definitions.



     (a) The definition of “Acquiring Person” in Section 1 of the Agreement is amended to add the
following language at the end of such definition:




Notwithstanding anything contained in this Agreement to the contrary, neither
Natural Gas Partners V, L.P., a Delaware limited partnership (“NGP V”), nor any of
its Affiliates or Associates (including, without limitation, Natural Gas Partners
II, L.P., a Delaware limited partnership (“NGP II”), and Natural Gas Partners III,
L.P., a Delaware limited partnership (“NGP III”)), shall become or be an Acquiring
Person solely by virtue of either:




     (i) the execution, delivery and performance of that certain
Agreement and Plan of Merger dated as of December 17, 2001 hereafter
to be entered into by and among the company, Pintail Energy, Inc., a
Texas corporation and Prize Energy Corp., a Delaware corporation, as
it may be amended from time to time hereafter (such agreement, as so
amended, being herein called the “Prize Merger Agreement”); or




     (ii) the consummation of the transactions contemplated by the
Prize Merger Agreement;




unless and until such time as any such Person, together with its Affiliates and
Associates, is then the Beneficial Owner of 15% or more of the shares of



 









 







Common Stock then outstanding (including, without limitation, by virtue of
Beneficial Ownership referenced in clause (i) or (ii) above), and ether (x) such
Person shall then purchase or otherwise become the Beneficial Owner of any
additional shares of common Stock or (y) any other Person who is the Beneficial
Owner of any shares of Common Stock (other than NGP II or NGP III) shall become an
Affiliate or Associate of NGP V.



     Section 3. Amendments to Summary of Rights. The second full paragraph of the Summary
of Rights to Purchase Preferred Shares set forth in Exhibit C to the Rights Agreement, as amended,
shall be further amended to add the following sentence to such paragraph:




Neither Natural Gas Partners V, L.P., a Delaware limited partnership (“NGP V”), nor
any of its affiliated or associated persons (including, without limitation, Natural
Gas Partners II, L.P., a Delaware limited partnership (“NGP II”) and Natural Gas
Partners III, L.P., a Delaware limited partnership (“NGP III”)), shall become or be
an Acquiring Person as a result of the execution, delivery and performance of that
certain Agreement and Plan of Merger dated as of December 17, 2001 among the
Company, Pintail Energy, Inc., a Texas corporation and Prize Energy Corp., a
Delaware corporation, and the consummation of any of the transactions contemplated
thereby, unless NGP V, together with its affiliated and associated persons, becomes
the beneficial owner of additional shares of Common Stock, or another person that
beneficially owns shares of Common Stock of the Company (other than NGP II and NGP
III) becomes an affiliate or associate of NGP V.



     Section 4. Applicability of “Acquiring Person” to NGP V. The term “Acquiring
Person” wherever referred to in the Rights Agreement or in any Exhibit thereto shall be deemed not
to include NGP V or any of its Affiliates or Associates (including, without limitation, NGP II and
NGP III) except as provided in this Amendment.



     Section 5. Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



     Section 6. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Nevada 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 7. Counterparts. 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.



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     Section 8. Effect of Amendment. Except as expressly modified herein, the Agreement
shall remain in full force and effect.



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



	 	 	 	 	 
	 	 	MAGNUM HUNTER RESOURCES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Gary C. Evans
	

	 	 	 	 
	

	 	Name:
	 	Gary C. Evans
	

	 	Title:
	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	SECURITIES TRANSFER CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kevin Halter Jr.
	

	 	 	 	 
	

	 	Name:
	 	Kevin Halter Jr.
	

	 	Title:
	 	President







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