exhibit4_1.htm


    
      

      

    

    EXHIBIT
4.1


      FIRST
AMENDMENT TO RIGHTS AGREEMENT

       

      This FIRST
AMENDMENT TO RIGHTS AGREEMENT (this “First Amendment”),
dated as of November 6, 2008 (the “Effective Date”), by
and between TETRA Technologies, Inc., a Delaware corporation (the “Company”), and
Computershare Trust Company, N.A. (as successor rights agent to Harris Trust and
Savings Bank), as Rights Agent (the “Rights Agent”),
constitutes the First Amendment to that certain Rights Agreement, dated as of
October 26, 1998, by and between the Company and the Rights Agent
(collectively, the “Rights
Agreement”).

      W I T N E S S E T
H:

       

      WHEREAS, the Board
of Directors of the Company has determined to amend the Rights Agreement, as set
forth below, in order to extend the Final Expiration Date (as defined in the
Rights Agreement) and to increase the Purchase Price (as defined in the Rights
Agreement) and in order to acknowledge the resignation of Harris Trust and
Savings Bank as Rights Agent, and the appointment of Computershare Trust
Company, N.A. as the successor Rights Agent, as of the Effective Date;
and

       

      WHEREAS, the Board
of Directors of the Company, after due consideration, has determined that the
amendment of the Rights Agreement, as provided herein, is in the best interests
of the Company and its stockholders;

       

      NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:

       

      1. Appointment of Successor
Rights Agent.  The Company hereby acknowledges the resignation
of Harris, N.A. (f/k/a Harris Trust and Savings Bank), as Rights Agent and
hereby appoints Computershare Trust Company, N.A. as the successor Rights Agent,
as of the Effective Date, and Computershare Trust Company, N.A. accepts such
appointment.

       

      2. Amendment of Rights
Agreement.

       

      
        	
                (a)  

              	
                Section 1(e)
      of the Rights Agreement is hereby amended to delete the word “Illinois”
      and replace it with
“Massachusetts”.

              


      

       

      
        	
                (b)  

              	
                Section 2 of
      the Rights Agreement is hereby amended as
  follows:

              


      

       

      
        	
                (i)  

              	
                to delete the
      term, “and the holders of the Rights (who in accordance with Section 3
      hereof, shall, prior to the Distribution Date, also be the holders of the
      Common Shares)” in its entirety;
and

              


      

       

      
        	
                (ii)  

              	
                to add the
      following language to the last sentence of Section
  2:

              


      

       

      “, 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.”


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Section 5(a) of the
Rights Agreement is hereby amended to delete the word  “manually” in
the second sentence, and to insert the phrase “, either manually or by facsimile
signature,” after the term “Rights Agent” in such sentence.

       

      
        	
                (c)  

              	
                Section 7(a)
      of the Rights Agreement is hereby amended to substitute for the Final
      Expiration Date of November 6, 2008 appearing therein the following
      date:  “November 6,
2018”.

              


      

       

      
        	
                (d)  

              	
                Section 7(b)
      of the Rights Agreement is hereby amended to substitute for the Purchase
      Price of $50.00 appearing therein the following
      amount:  “$100.00”.

              


      

       

      
        	
                (e)  

              	
                Section 18(a)
      of the Rights Agreement is hereby amended to insert the word “gross”
      immediately prior to the word “negligence” in the second sentence
      thereof.

              


      

       

      
        	
                (f)  

              	
                Section 20(c)
      of the Rights Agreement is hereby amended to insert the word “gross”
      immediately prior to the word “negligence” in the second sentence
      thereof.

              


      

       

      
        	
                (g)  

              	
                Section 21 of
      the Rights Agreement is hereby amended as
  follows:

              


      

       

      
        	
                (i)  

              	
                to insert the
      following new 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.”; and

      
        	
                (ii)  

              	
                to insert the
      term “, including that of its Affiliates,” after the term “50
      million”.

              


      

       

      
        	
                (h)  

              	
                Section 26 of
      the Rights Agreement is hereby amended as
  follows:

              


      

       

      
        	
                (i)  

              	
                to insert the
      term “overnight delivery service or” immediately prior to the word
      “registered” in the first sentence
thereof;

              


      

       

      
        	
                (ii)  

              	
                to insert the
      term “overnight delivery service or” immediately prior to the word
      “registered” in the second sentence thereof;
and

              


      

       

      
        	
                (iii)  

              	
                to delete the
      Rights Agent address information in its entirety and replace it with the
      following new information:

              


      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                (iv)  

              	
                Computershare
      Trust Company, N.A.

              


      

       

      350 Indiana Street,
Suite 800

      Golden,
CO  80401

      Attention: Client
Services

      


      
        	
                (i)  

              	
                The Rights
      Agreement is hereby amended to insert the following new Section 35, as
      follows:

              


      

       

      Section
35.  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.

      
        	
                (j)  

              	
                The
      references to “November 6, 2008” contained in the form of Right
      Certificate attached to the Rights Agreement as Exhibit B is hereby
      deleted, and a reference to “November 6, 2018” is hereby inserted in lieu
      thereof.

              


      

       

      
        	
                (k)  

              	
                The date
      referenced in Exhibit C to the Rights Agreement in the fourth paragraph
      under the caption “The Rights Agreement” is hereby deleted, and a
      reference to “November 6, 2018” is hereby inserted in lieu
      thereof.

              


      

       

      3. Defined
Terms.  All terms defined in the Rights Agreement that are used
herein shall have the meanings so defined in the Rights Agreement, unless
specifically noted otherwise herein.

       

      4. Right
Certificate.  The form of Right Certificate attached to the
Rights Agreement and all other related documents shall be modified, where
appropriate, to make reference to this First Amendment.

       

      5. Complete
Agreement.  The term “Agreement” or “Rights Agreement” as used
in the Rights Agreement shall mean the Rights Agreement, as amended by this
First Amendment, or as it may, from time to time, be amended in the future by
one or more other written amendment or modification agreements entered into
pursuant to Section 27 of the Rights Agreement.  This First Amendment
is not intended to be, nor shall it be construed to be, a novation.

       

      6. Binding
Agreement.  This First Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

       

      7. Governing
Law.  This First Amendment shall be governed by, construed and
enforced in accordance with, the laws of the State of Delaware, without
reference to its conflicts of laws principles.

       


      
        
           


        

        
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      8. Effectiveness.  This
First Amendment is effective as of the Effective Date.  Except as
expressly herein amended, the terms and conditions of the Rights Agreement are
hereby ratified and remain in full force and effect.

       

      [SIGNATURES APPEAR
ON FOLLOWING PAGE]


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


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

       

      
        	 
    	
                TETRA
      TECHNOLOGIES, INC

              
	 
    	
                By: /s/Geoffrey
      M. Hertel

              
	 
    	
                Name: Geoffrey
      M. Hertel

              
	 
    	
                Title:
      President & Chief Executive Officer

              
	 
    	 
    
	 
    	
                COMPUTERSHARE
      TRUST COMPANY, N.A.

                 

              
	 
    	
                By:/s/Kellie
      Gwinn

              
	 
    	
                Name: Kellie
      Gwinn

              
	 
    	
                Title: Vice
      President

              


      

      


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