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EXHIBIT 4.1
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as
of the 1st day of June, 2001, by and between SOUND ADVICE, INC., a Florida
corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the
"Rights Agent").
RECITALS
WHEREAS, on May 5, 1997, the Board of Directors of the Company (the
"Board") authorized and declared a dividend distribution of one Right for each
share of common stock, $.01 par value, of the Company outstanding at the close
of business on May 16, 1997; and
WHEREAS, the Company and the Rights Agent entered into a certain Rights
Agreement, dated as of May 5, 1997, as amended (the "Rights Agreement"),
providing, among other things, for the issuance of the Rights (all capitalized
terms used in this Amendment and not otherwise defined herein shall have the
meanings ascribed to such terms in the Rights Agreement); and
WHEREAS, the Board has authorized the execution and delivery by the
Company of an Agreement and Plan of Merger, dated June 1, 2001 (the "Merger
Agreement"), by and among the Company, Tweeter Home Entertainment Group, Inc., a
Delaware corporation (the "Parent"), and TWT Acquisition Corp., a Florida
corporation (the "Purchaser"); and
WHEREAS, in connection therewith, the Board has determined in good
faith that certain amendments set forth below to the Rights Agreement are
necessary and desirable and, pursuant to Section 26 of the Rights Agreement, has
duly authorized, by unanimous vote, such amendments to the Rights Agreement; and
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 agree as follows:
1. Section 1 of the Rights Agreement is hereby amended to add the
following definitions:
(bb) "Merger" shall mean the merger of Purchaser with and into
the Company pursuant to the Merger Agreement.
(cc) "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated June 1, 2001, by and among the Company, Parent and
Purchaser, as the same may be amended from time to time in accordance
with its terms.
(dd) "Purchaser" shall mean TWT Acquisition Corp., a Florida
corporation and a wholly owned subsidiary of Parent.
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(ee) "Parent" shall mean Tweeter Home Entertainment Group,
Inc., a Delaware corporation.
2. The Rights Agreement is hereby amended to add Section 35, which
provides as follows:
"SECTION 35. THE MERGER AGREEMENT.
(a) Notwithstanding anything in this Agreement to the
contrary, prior to a Triggering Event, no Distribution Date or Stock
Acquisition Date shall be deemed to have occurred, neither Purchaser,
Parent nor any of their Affiliates or Associates shall be deemed to
have become an Acquiring Person, and no Section 11(a)(ii) Event or
Section 13 Event shall have occurred, in each case by reason of
execution or delivery of the Merger Agreement, the granting of proxies
to the Purchaser, Parent or any of their Affiliates or Associates by
the directors and/or officers of the Company in connection with the
Merger, the acceptance for payment of shares of Common Stock (as
defined in the Merger Agreement) by Purchaser pursuant to the Merger,
or the consummation of the Merger. A "Termination Event" shall be
deemed to have occurred if and when the Merger Agreement is terminated
in accordance with its terms.
(b) Nothing in this Agreement shall be construed to give any
holder of Rights or any other person any legal or equitable rights,
remedies or claims under this Agreement by virtue of any of the
transactions contemplated by the Merger Agreement."
3. This Amendment shall be deemed to be effective as of June 1, 2001 as
if executed by both parties on such date. Except as specifically amended hereby,
the Rights Agreement is and remains unmodified and in full force and effect and
is hereby ratified and confirmed.
4. This Amendment shall be deemed a contract made under the laws of the
State of Florida 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.
5. This Amendment may be executed in counterparts and both of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SOUND ADVICE, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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