EXHIBIT 4.2(D)
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
This Amendment No. 3, dated November 24, 2003 ("Amendment No. 3") to
the Rights Agreement dated as of December 31, 1997 between Innotrac Corporation,
a Georgia corporation (the "Company"), and Suntrust Bank, as rights agent (the
"Rights Agent"), as amended by Amendment No. 1 dated as of November 30, 2000,
and Amendment No. 2 dated as of August 14, 2003 (as amended, the "Rights
Agreement"), is made by and between the Company and the Rights Agent. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Rights Agreement.
RECITALS
WHEREAS, the Board of Directors of the Company has determined that it is in the
best interests of the Company and its shareholders to amend the Rights Agreement
to modify the definition therein of Acquiring Person to exclude a certain
shareholder from such definition under specified circumstances; and
WHEREAS, the Company has determined to amend the Rights Agreement in accordance
with Section 27 of the Rights Agreement and the Rights Agent is directed to join
in this Amendment No. 3 to the Rights Agreement as set forth herein.
AGREEMENT
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree
as follows:
1. The definition of Acquiring Person in Section 1 of the Rights Agreement
is hereby amended to delete the last sentence thereof, which was added by
Amendment No. 2 to the Rights Plan, and to insert in lieu thereof the following:
Notwithstanding anything to the contrary contained in this definition, Xxxxx
Xxxxxxx ("Xxxxxxx"), who is the general partner of IPOF Fund, an Ohio limited
partnership ("IPOF," and together with Dadante, referred to herein as the "IPOF
Group"), the IPOF Fund and the IPOF Group shall not be deemed to be an
"Acquiring Person" unless and until the earlier of such time as the IPOF Group,
together with all Affiliates and Associates, (i) directly or indirectly, becomes
the Beneficial Owner of more than 40% of the Common Shares then outstanding or
(ii) ceases to hold any of the Common Shares of which it is the Beneficial Owner
without any intention of changing or influencing control of the Company.
2. Except as amended hereby, the Rights Agreement, as amended, remains in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 by
their duly authorized representatives effective the date set forth above.
INNOTRAC CORPORATION SUNTRUST BANK
By:/s/Xxxxx X. Xxxxxx By:/s/Xxxxxx Xxxxxxxxx
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Name: Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxxx
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Title: Senior Vice President, Chief Title: Vice President
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Financial Officer and Secretary
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