exv4w1



 






Exhibit 4.1



ARTICLES OF AMENDMENT TO THE



STATEMENT OF RESOLUTION



ESTABLISHING AND DESIGNATING THE



SERIES A CONVERTIBLE PREFERRED STOCK



OF



GAINSCO, INC.



Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned
corporation, GAINSCO, INC., a Texas corporation (the “Company”), adopts the following Articles of
Amendment to its Statement of Resolution Establishing and Designating the Series A Convertible
Preferred Stock of the Company filed with the Secretary of State of Texas on October 1, 1999 (the
“Statement of Resolution”):




ARTICLE ONE




     The name of the Company is GAINSCO, INC. The filing number issued to the Company by the
Secretary of State is 0044984800.



ARTICLE TWO




     The following amendments to the Statement of Resolution, adopted by the shareholders of the
Company, amend Sections 3 and 10(a) of the Statement of Resolution as set forth below:



     1. Section 3 of the Statement of Resolution is hereby amended to read in its entirety as
follows:




     “SECTION 3. Dividends. Subject to the provisions
below, the holders of shares of the Series A Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of
Directors, out of funds legally available therefor, cumulative cash
dividends. The rate of dividends per share shall be expressed as a
percentage of the Liquidation Value in effect at the relevant time
(as applicable, “Series A Dividend Rate”) and shall be an annual
rate equal to six percent (6%) until December 31, 2005, and ten
percent (10%) thereafter. Such dividends on shares of Series A
Preferred Stock shall be cumulative from January 21, 2005 (the
“Effective Date”), whether or not in any period the Company shall be
legally permitted to make the payment of such dividends and whether
or not such dividends are declared, and shall be payable when, as
and if declared by the Board of Directors, out of funds legally
available therefor on each April 1, July 1, October 1, and
January 1 occurring after the Effective Date (as applicable,
each a “Series A Dividend Payment Date”).



 









 






     “Cumulative dividends shall at all times accrue from and
including the Effective Date to and including a Series A Dividend
Payment Date, at a compounded rate equal to the then-applicable
Series A Dividend Rate. Such dividends shall accrue whether or not
there shall be (at the time such dividend becomes payable or at any
other time) profits, surplus or other funds of the Company legally
available for the payment of dividends. At all times at which any
dividends with respect to the Series A Preferred Stock have accrued
but remain unpaid, absent the affirmative vote of the holders of a
majority of the shares of Series A Preferred Stock then outstanding,
the Company shall not declare, pay or set apart for payment or make
any distribution with respect to shares of the Common Stock or any
other capital stock of the Company ranking junior to the Series A
Preferred Stock. The holders of shares of Series A Preferred Stock
shall not be entitled to share in any dividend or distribution that
is properly declared, paid or set apart for payment on or in respect
of the Common Stock or any other class of securities of the Company,
including any dividends or other distributions payable in Common
Stock or other securities of the Company, or warrants or rights to
purchase Common Stock or other securities of the Company.




     “Dividends on the Series A Preferred Stock shall be calculated
on the basis of the time elapsed from and including the Effective
Date to and including the date such dividends are actually paid or
on any final distribution date relating to conversion or redemption
of Series A Preferred Stock or to a dissolution, liquidation or
winding up of the Company.”



     2. Section 10(a) of the Statement of Resolution is hereby amended to add a new clause (iii)
to read as follows:




“(iii) At any time on and after January 1, 2011,
upon the consent of the holders of at least a
majority of the shares of Series A Preferred
Stock then outstanding, each holder of shares of
Series A Preferred Stock may cause the Company
to redeem out of funds legally available
therefor, in whole at any time or from time to
time in part, such holder’s shares of Series A
Preferred Stock at a redemption price equal to
the Liquidation Value.”



 









 





ARTICLE THREE




     The amendments to the Statement of Resolution were adopted by the Series A shareholders on
August 27, 2004.



ARTICLE FOUR




     The amendments to the Statement of Resolution have been approved in the manner required by the
Texas Business Corporation Act and the constituent documents of the Company.



ARTICLE FIVE




     This document will become effective when the document is filed by the Secretary of State.



     THE UNDERSIGNED signs this document subject to the penalties imposed by law for the submission
of a false or fraudulent document.



DATED: January 21, 2005.



	 	 	 	 	 
	 	GAINSCO, INC.

 	 
	 	By:  	/s/ Richard M. Buxton
 	 
	 	 	Richard M. Buxton, its 	 
	 	 	Senior Vice President