exv4w1



 






Exhibit 4.1




AMENDMENT TO RIGHTS AGREEMENT




     Amendment dated as of April 3, 2005, to the Rights Agreement, dated as of September 12, 1997,
as amended to date (the “Rights Agreement”), between Mission Resources Corporation, a Delaware
corporation formerly known as Bellwether Exploration Company (the “Company”), and American Stock
Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”), as amended
to date.



     WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the
terms of the Rights (as defined therein);



     WHEREAS, the Company desires to amend the Rights Agreement in accordance with Section 27 of
the Rights Agreement;



     WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger dated as of April
3, 2005 (the “Merger Agreement”), by and among Petrohawk Energy Corporation, a Delaware corporation
(“Petrohawk”), Petrohawk Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of Petrohawk (“Petrohawk Subsidiary”), and the Company, providing for, among other
things, the merger of the Company with and into Petrohawk Subsidiary (the “Merger”), with Petrohawk
Subsidiary being the surviving corporation;



     WHEREAS, concurrently with the execution and delivery of the Merger Agreement, the Company
proposes to enter into Voting Agreements (as defined in the Merger Agreement) with PetroHawk,
Petrohawk Subsidiary and each of Harbert Distressed Investment Master Fund, Ltd., an exempt company
organized in the Cayman Islands, Stellar Funding Ltd., a Cayman Islands company, Guggenheim
Capital, LLC, a Delaware limited liability company, providing for, among other things, the
agreement by the parties to support the Merger upon the terms and conditions set forth therein; and



     WHEREAS, the Board of Directors of the Company has determined it advisable and in the best
interest of its stockholders to amend the Rights Agreement to enable the Company to enter into the
Merger Agreement and the Voting Agreements and consummate the transactions contemplated thereby,
including, but not limited to the Merger, without causing Petrohawk, Petrohawk Subsidiary or any of
their respective affiliates or associates to become an “Acquiring Person” (as defined in the Rights
Agreement), and to provide that the Expiration Date shall occur immediately prior to the Effective
Time (as defined in the Merger Agreement).



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



     Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have
the meaning assigned to such terms in the Rights Agreement.



     Section 2. Amendments to Rights Agreement. The Rights Agreement is hereby amended as set
forth in this Section 2.



 









 





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




	   	“Notwithstanding anything in this Agreement to the contrary, neither of Petrohawk,
Petrohawk Subsidiary, Harbert Distressed Investment Master Fund, Ltd., an exempt
company organized in the Cayman Islands, Stellar Funding Ltd., a Cayman Islands
company, Guggenheim Capital, LLC, a Delaware limited liability company, or any
Affiliate or Associate of any of them shall be deemed to be an Acquiring Person,
either individually, collectively or in any combination of any of them, solely by
virtue of (i) the execution and delivery of the Merger Agreement or any amendments
thereof approved in advance by the Board of Directors of the Company, or the Voting
Agreements (as defined in the Merger Agreement), (ii) the commencement or, prior to
the termination of the Merger Agreement or the Voting Agreements, the consummation
of any of the transactions contemplated by the Merger Agreement or the Voting
Agreements, in accordance with the provisions of the Merger Agreement or the Voting
Agreements, including the Merger (as defined in the Merger Agreement), (iii) the
announcement of the Merger Agreement or the Voting Agreements or (iv) becoming the
Beneficial Owner of shares of Common Stock pursuant to the Merger Agreement or the
Voting Agreements, or otherwise as a result of any of the transactions contemplated
by the Merger Agreement or the Voting Agreements, including, without limitation, the
Merger.”





     (b) The definition of “Distribution Date” in Section 1 of the Rights Agreement is amended to
add the following sentence at the end thereof:




	   	“Notwithstanding anything in this Agreement to the contrary, a Distribution Date
shall not be deemed to have occurred solely as the result of (i) the execution and
delivery of the Merger Agreement or any amendments thereof approved in advance by
the Board of Directors of the Company, or the Voting Agreements (as defined in the
Merger Agreement), (ii) the commencement or, prior to the termination of the Merger
Agreement or the Voting Agreements, the consummation of any of the transactions
contemplated by the Merger Agreement or the Voting Agreements, in accordance with
the provisions of the Merger Agreement or the Voting Agreements, including the
Merger (as defined in the Merger Agreement), (iii) the announcement of the Merger
Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner of shares
of Common Stock pursuant to the Merger Agreement or the Voting Agreements, or
otherwise as a result of any of the transactions contemplated by the Merger
Agreement or the Voting Agreements, including, without limitation, the Merger.”





     (c) The definition of “Stock Acquisition Date” in Section 1 of the Rights Agreement is amended
to add the following sentence at the end thereof:




	   	“Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition
Date shall not be deemed to have occurred solely as the result of (i) the execution
and delivery of the Merger Agreement or any amendments thereof approved in




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	   	advance by the Board of Directors of the Company, or the Voting Agreements (as
defined in the Merger Agreement), (ii) the commencement or, prior to the termination
of the Merger Agreement or the Voting Agreements, the consummation of any of the
transactions contemplated by the Merger Agreement or the Voting Agreements, in
accordance with the provisions of the Merger Agreement or the Voting Agreements,
including the Merger (as defined in the Merger Agreement), (iii) the announcement of
the Merger Agreement or the Voting Agreements or (iv) becoming the Beneficial Owner
of shares of Common Stock pursuant to the Merger Agreement or the Voting Agreements,
or otherwise as a result of any of the transactions contemplated by the Merger
Agreement or the Voting Agreements, including, without limitation, the Merger.”
	   	(d) The following definitions shall be added to Section 1 of the Rights Agreement:
	 
	   	“‘Petrohawk’ shall mean Petrohawk Energy Corporation, a Delaware corporation.”
	 
	   	“‘Petrohawk Subsidiary’ shall mean Petrohawk Acquisition Corporation, a Delaware
corporation and wholly owned subsidiary of Petrohawk.”
	 
	   	“‘Merger Agreement’ shall mean the Agreement and Plan of Merger dated as of April 3,
2005, by and among Petrohawk, Petrohawk Subsidiary and the Company.”
	 
	   	(e) Section 7(a) of the Rights Agreement is amended and restated to read as follows:
	 
	   	“(a) The registered holder of any Rights Certificate may exercise the Rights
evidenced thereby (except as otherwise provided herein) in whole or in part at any
time after the Distribution Date upon surrender of the Rights Certificate, with the
form of election to purchase and the certificate on the reverse side thereof duly
executed, to the Rights Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with the aggregate Purchase Price with respect
to the total number of one-hundredths of a share of Preferred Stock (or other
securities or property, as the case may be) as to which the Rights are exercised, at
or prior to the earlier of (i) the Close of Business on the tenth anniversary of the
Record Date, (ii) the time at which the Rights are redeemed as provided in Section
24 hereof, (iii) the time at which the Board of Directors of the Company orders the
exchange of Rights pursuant to paragraph (a) of Section 23 or (iv) immediately prior
to the Effective Time (as defined in the Merger Agreement) (the earlier of (i),
(ii), (iii) and (iv) is herein referred to as the “Expiration Date”). Subject to
adjustment as provided herein, each Right shall initially be exercisable for one
one-hundredth of a share of Preferred Stock.”
	 
	   	Section 3. Miscellaneous.





     (a) The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the
Rights Agreement as amended to date and as amended hereby.



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     (b) This Amendment shall be effective as of the date first above written, and, except as set
forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.



     (c) This Amendment may be executed in two or more counterparts, each of which shall be deemed
to be an original, but all for which together shall constitute one and the same instrument.



     (d) 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 to be made and performed entirely within such State.



[Signature Page Follows]




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



	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	MISSION RESOURCES CORPORATION
	

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Richard W. Piacenti
	 	 	 	By:
	 	/s/ Robert L. Cavnar	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Richard W. Piacenti
	 	 	 	Name:
	 	Robert L. Cavnar	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	Executive VP and CFO
	 	 	 	Title:
	 	Chairman, President and CEO	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	AMERICAN STOCK TRANSFER & TRUST COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paula Caroppoli
	 	 	 	By:
	 	/s/ Herbert J. Lemmer	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Paula Caroppoli
	 	 	 	Name:
	 	Herbert J. Lemmer	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	Vice President
	 	 	 	Title:
	 	Vice President	 	 
	

	 	 
	 	 	 	 	 	 	 	 







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