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EXHIBIT 99.21
AMENDMENT NO. 4
TO
RIGHTS AGREEMENT
AMENDMENT NO. 4 TO RIGHTS AGREEMENT, dated as of June 29, 1999 (the
"Amendment"), between GAINSCO, INC., a Texas corporation (the "Company"), and
Continental Stock Transfer & Trust Company (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of March 3, 1988 (as subsequently amended, the "Rights
Agreement") (terms defined in the Rights Agreement are used herein with the same
meaning unless otherwise defined herein);
WHEREAS, the Company and ▇▇▇▇ ▇▇▇▇▇ Strategic Partners, L.P., a Texas
limited partnership ("GMSP"), have entered into a Securities Purchase Agreement
dated as of June 29, 1999; and
WHEREAS, the Board of Directors of the Company has authorized and
directed that the Rights Agreement be amended as hereinafter set forth:
NOW, THEREFORE, for and in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
SECTION 1. The definition of Acquiring Person in the Rights Agreement
is hereby amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
20% or more of the Common Stock then outstanding, but shall not include
(i) the Company, (ii) any Subsidiary of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company or an
entity holding shares of Common Stock for, or pursuant to the terms of,
any such plan or (iv) any GMSP Entity until the GMSP Exclusion
Termination Date. For purposes of this Agreement, any calculation of
the number of shares of Common Stock outstanding at any particular
time, including for purposes of determining the particular percentage
of such outstanding shares of Common Stock of which any
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
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Person is the Beneficial Owner, shall be made in accordance with the
last sentence of Rule 13d-3(d)(1)(i) of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of the dividend. As used in
this Agreement, (i) "GMSP" means ▇▇▇▇ ▇▇▇▇▇ Strategic Partners, a Texas
limited partnership, (ii) "GMSP Entity" means one or more of GMSP and
any Affiliate or Associate of GMSP (individually or collectively),
(iii) "Securities Purchase Agreement" means the Securities Purchase
Agreement dated June 29, 1999, between the Company and GMSP, and (iv)
"GMSP Exclusion Termination Date" means the earlier to occur of (A) the
termination (other than pursuant to the successful consummation of the
transactions contemplated thereby) of the Securities Purchase Agreement
and (B) such time as one or more of the GMSP Entities (individually or
collectively) become(s) the Beneficial Owner of more than 35% of the
Common Stock then outstanding (other than to the extent that any GMSP
Entity becomes the Beneficial Owner of more than 35% of the Common
Stock then outstanding (i) as a direct result of the repurchase or
purchase by the Company or any Subsidiary of the Company of Common
Stock or securities convertible into or exchangeable or exercisable for
Common Stock, unless thereafter any GMSP Entity purchases additional
shares of Common Stock, or (ii) as a result of acquiring Beneficial
Ownership of additional shares of Common Stock pursuant to any stock
option or other employee benefit plan of the Company).
SECTION 2. Except as expressly amended hereby, the Rights Agreement is
hereby ratified and confirmed and shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: GAINSCO, INC.
By /s/ ▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Title: Secretary Title: President and Chief
Executive Officer
Attest: CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇.▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Vice President
AMENDMENT NO. 4 TO RIGHTS AGREEMENT
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