EXHIBIT 2
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1, dated as of November 15, 1995, to the Rights
Agreement, dated as of December 4, 1986 (the "Agreement"), between Bally
Entertainment Corporation (formerly known as "Bally Manufacturing Corporation"),
a Delaware corporation (the "Corporation"), and Chemical Bank, N.A. (as
successor to Manufacturers Hanover Trust Company), a national banking
association (the "Rights Agent").
W I T N E S S E T H :
---------------------
WHEREAS, the Corporation and the Rights Agent executed and
delivered the Agreement specifying the terms of the Rights (as defined therein);
and
WHEREAS, the Board of Directors of the Corporation deems it
desirable to amend the Agreement pursuant to the provisions of Section 26 of the
Agreement to make certain modifications to the Agreement upon the terms and
conditions hereinafter set forth, such modifications to be effective on the date
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
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1. The definition of the term "Acquiring Person" set forth in
Section 1(a) of the Agreement is hereby amended to read in its entirety as
follows:
"'Acquiring Person' shall mean any Person who or
which, together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of 10% or more of the shares of Common
Stock then outstanding; provided, that an Acquiring Person shall not
include (i) any Exempt Person, or (ii) any Person, together with all
Affiliates and Associates of such Person, who or which would be an
Acquiring Person solely by reason of (A) being the Beneficial Owner of
shares of Common Stock, the Beneficial Ownership of which was acquired
by such Person pursuant to any action or transaction or series of
related actions or transactions approved by the Board of Directors
before such Person otherwise became an Acquiring Person or (B) a
reduction in the number of issued and outstanding shares of Common
Stock pursuant to a transaction or a series of related transactions
approved by the Board of Directors of the Corporation; provided,
further, that in the event such Person described in this clause (ii)
does not become an Acquiring Person by reason of subclause (A) or (B)
of this clause (ii), such Person nonetheless shall become an Acquiring
Person in the event such Person thereafter acquires Beneficial
Ownership of an additional 1% of the shares of Common Stock, unless the
acquisition of such additional shares of Common Stock would not result
in such Person becoming an Acquiring Person by reason of subclause (A)
or (B) of this clause (ii). Notwithstanding the foregoing, if the Board
of Directors of the Corporation determines in good faith (but only if
at the time of such determination by the Board of Directors there are
then in office not less than a majority of directors (and in no event
less than three directors) who are Continuing Directors and such action
is approved by a majority of the Continuing Directors then in office)
that a Person who would otherwise be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this Section 1(a) has become
such inadvertently, and such Person divests as promptly as practicable
a sufficient number of shares of Common Stock so that such Person would
no longer be an "Acquiring Person" as defined pursuant to the foregoing
provisions of this Section 1(a), then such Person shall not be deemed
an "Acquiring Person" for any purposes of this Agreement."
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2. A new definition of the term "Continuing Directors" and a
new definition of the term "Exempt Person" are hereby added to Section 1 of the
Agreement (immediately following the definition of "Common Stock" and each of
the paragraph letters in Section 1 following such new definitions shall be
sequentially re-lettered), which new definitions shall read in their entirety as
follows:
"(g) 'Continuing Directors' shall mean any
member of the Board of Directors, while such person is a
member of the Board of Directors, who is not an Acquiring
Person or a Triggering 5% Stockholder, or an Affiliate or
Associate of any Acquiring Person or Triggering 5%
Stockholder, or a representative or nominee of an Acquiring
Person or a Triggering 5% Stockholder or of any such Affiliate
or Associate, and who either (i) was a member of the Board of
Directors prior to the time that any Person became an
Acquiring Person or a Triggering 5% Stockholder, or (ii)
subsequently became a member of the Board of Directors, and
whose nomination for election or election to the Board of
Directors was recommended or approved by a majority of the
Continuing Directors then on the Board of Directors."
"(h) 'Exempt Person' shall mean (i) the
Corporation, any Subsidiary of the Corporation, any employee
benefit plan of the Corporation or of any Subsidiary of the
Corporation, or any Person or entity organized, appointed or
established by the Corporation for or pursuant to the terms of
any such plan, or (ii) any director of the Corporation holding
office as of the Close of business on November 15, 1995 and
any immediate family member of, or Person controlled by, any
such director."
3. The definition of the term "Section 11(a)(ii) Event" set
forth in old Section (1)(i) of the Agreement is hereby amended to read in its
entirety as follows:
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"'Section 11(a)(ii) Event' shall mean an
event described in Section 11(a)(ii)(A) or (B) hereof."
4. The definition of the terms "10% Stockholder" and
"Triggering 10% Stockholder" set forth in old Section 1(m) of the Agreement are
hereby replaced by the following definitions of the terms "5% Stockholder" and
"Triggering 5% Stockholder", respectively, and all corresponding references to
the terms "10% Stockholder" and "Triggering 10% Stockholder" in the Agreement
are hereby deemed to refer to the terms "5% Stockholder" and "Triggering 5%
Stockholder", respectively.
"5% Stockholder" shall mean any Person who
or which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 5% or more of the
shares of Common Stock then outstanding, and "Triggering 5%
Stockholder" shall mean a 5% Stockholder whose actions or
inactions shall have caused the occurrence of a Section
11(a)(ii) Event, but neither such term shall include any
Exempt Person."
5. The first sentence of Section 3(a) of the Agreement is
hereby amended to read in its entirety as follows:
"Until the earliest of (i) the Close of
business on the tenth day after the Stock Acquisition Date,
(ii) the Close of business on the tenth Business Day (or such
later date as may be determined by action of the Board of
Directors prior to such time as any Person becomes an
Acquiring Person or Triggering 5% Stockholder) after the date
that a tender or exchange offer by any Person (other than an
Exempt Person) is first published or sent or given within the
meaning of Rule 14e-2(a) of the General Rules and Regulations
under the Exchange Act, if upon consummation thereof, such
Person would be the Beneficial Owner of 20% or more of the
shares of Common Stock then outstanding, or (iii) the Close of
business on the tenth day after the date on which any of the
events described in Section 11(a)(ii)(B) occur (the earliest
of (i), (ii) and (iii)
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being herein referred to as the "Distribution Date"), (x) the
Rights will be evidenced (subject to the provisions of
paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the
Common Stock (which certificates for Common Stock shall be
deemed also to be certificates for Rights) and not by separate
certificates, and (y) the Rights will be transferable only in
connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Corporation)."
6. Section 3 of the Agreement is hereby further amended to add
a new subsection (d) thereto, which shall read in its entirety as follows:
"(d) Certificates representing shares of
Common Stock issued after November 15, 1995 shall bear the
following legend:
This certificate also evidences and
entitles the holder hereof to certain Rights as set
forth in the Rights Agreement between Bally
Entertainment Corporation (formerly known as "Bally
Manufacturing Corporation") (the "Corporation") and
Chemical Bank, N.A. (successor to Manufacturers
Hanover Trust Company) (the "Rights Agent") dated as
of December 4, 1986, as amended by Amendment No. 1
thereto, dated as of November 15, 1995, and as
amended from time to time thereafter (the "Rights
Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which
is on file at the principal offices of the Rights
Agent. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be
evidenced by this certificate. The Corporation will
mail to the holder of this certificate a copy of the
Rights Agreement, as in effect on the date of
mailing, without charge, promptly after receipt of a
written request therefor. Under certain circumstances
set forth in the Rights Agreement, Rights issued to,
or held by, any Person who is, was or becomes an
Acquiring Person or a Triggering 5% Stockholder or
any Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently
held by or on behalf
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of such Person or by any subsequent holder, may
become null and void.
With respect to such certificates containing the foregoing
legend, until the earlier of (i) the Distribution Date or (ii)
the Expiration Date, the Rights associated with the Common
Stock represented by such certificates shall be evidenced by
such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights,
and the transfer of any of such certificates shall also
constitute the transfer of the Rights associated with the
Common Stock represented by such certificates."
7. Sections 11(a)(ii)(A), (B) and (C) of the Agreement are
hereby deleted in their entirety and new Sections 11(a)(ii)(A) and (B) shall be
added to the Agreement, which shall read in their entirety as follows:
"(ii) In the event:
(A) any Person, alone or together with its
Affiliates and Associates, shall become an Acquiring Person,
or
(B) (1) any 5% Stockholder, or any Affiliate
or Associate thereof, shall, at any time after the date of
this Agreement, be found by a final order of a court or
governmental body of competent jurisdiction (x) to have
violated any state gaming, casino or similar statute
(including, without limitation, the Nevada Gaming Control Act
and the New Jersey Casino Control Act), or any regulation
promulgated thereunder, in connection with such 5%
Stockholder's interest in the Corporation (unless such
violation shall have been excused or waived by such court or
body) or (y) to be unsuitable or unqualified under any such
statute or regulation to beneficially own 5% or more of the
Common Stock (unless such 5% Stockholder, within 20 days after
the date of such final order, ceases to be the Beneficial
Owner of any shares of Common Stock or reduces its beneficial
ownership of Common Stock to a level, if any, specifically
permitted by such final order); or (2) any Person, alone or
together with its
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Affiliates and Associates, shall, at any time after the date
of this Agreement and at a time when the Corporation or a
Subsidiary of the Corporation has one or more licenses from
any governmental authority administering any gaming, casino or
similar statutes or regulations, becomes the Beneficial Owner
of shares of Common Stock representing a percentage ownership
in excess of the percentage ownership that any such
governmental authority shall have determined by rule,
regulation or otherwise that such Person, together with its
Affiliates and Associates, may acquire without such
acquisition constituting, or being presumed to constitute,
control of the Corporation, unless such governmental authority
by final order shall have granted its prior approval of such
Person's application to acquire control of the Corporation
(provided, however, if the Board of Directors of the
Corporation determines in good faith (but only if at the time
of such determination by the Board of Directors there are then
in office not less than a majority of directors (and in no
event less than three directors) who are Continuing Directors
and such action is approved by a majority of the Continuing
Directors then in office) that a Person who has caused the
occurrence of an event set forth in Section 11(a)(ii)(B)(2)
hereof has inadvertently caused such occurrence, and such
Person divests as promptly as practicable a sufficient number
of shares of Common Stock so that such Person would thereafter
Beneficially Own shares of Common Stock representing a
percentage ownership less than the percentage ownership that
caused the occurrence of an event set forth in Section
11(a)(ii)(B)(2) hereof, then such Person shall not be deemed
to be a "Triggering 5% Stockholder" and such event shall not
be deemed to have occurred for any purposes of this
Agreement);
then, promptly following the later of (x) the first occurrence
of a Section 11(a)(ii) Event and (y) the date on which the
Corporation's right of redemption pursuant to Section 23(a)
expires (the later of (x) and (y) being referred to herein as
the "Section 11(a)(ii) Trigger Date"), proper provision shall
be made so that each holder of a Right (except as provided
below and in Section 7(e) hereof) shall thereafter have the
right to receive, upon exercise thereof at the then current
Purchase Price in accordance with the terms of this Agreement,
in lieu of a number of one one-hundredths of a share of
Preferred Stock, such number of shares of
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Common Stock of the Corporation as shall equal the result
obtained by (x) multiplying the then current Purchase Price by
the then number of one one-hundredths of a share of Preferred
Stock for which a Right was exercisable immediately prior to
the first occurrence of a Section 11(a)(ii) Event, and (y)
dividing that product (which product, following such first
occurrence, shall thereafter be referred to as the "Purchase
Price" for each Right and for all purposes of this Agreement)
by 50% of the Current Market Price (as hereinafter defined)
per share of Common Stock on the date of such first occurrence
(such number of shares, the "Adjustment Shares"); provided,
that the Purchase Price and the number of Adjustment Shares
shall be further adjusted as provided in this Agreement to
reflect any events occurring after the date of such first
occurrence."
8. The first sentence of Section 11(a)(iii) of the Agreement
is hereby amended to read in its entirety as follows:
"In the event that the number of shares of
Common Stock which is authorized by the Corporation's Restated
Certificate of Incorporation but not outstanding or reserved
for issuance for purposes other than upon exercise of the
Rights is not sufficient to permit the exercise in full of the
Rights in accordance with the foregoing subparagraph (ii) of
this Section 11(a), the Corporation shall: (A) determine the
excess of (1) the value of the Adjustment Shares issuable upon
the exercise of a Right (the "Current Value") over (2) the
Purchase Price (such excess, the "Spread"), and (B) with
respect to each Right, make adequate provision to substitute
for the Adjustment Shares, upon exercise of the Rights, (1)
cash, (2) a reduction in the Purchase Price, (3) Common Stock
or other equity securities of the Corporation (including,
without limitation, shares, or units of shares, of preferred
stock which the Board of Directors of the Corporation has
deemed (but only if at the time of such determination by the
Board of Directors there are then in office not less than a
majority of directors (and in no event less than three
directors) who are Continuing Directors and such action is
approved by a majority of the Continuing Directors then in
office) to have the same value as shares of Common Stock (such
shares or units of shares of preferred stock are herein
called,
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"common stock equivalents")), (4) debt securities of the
Corporation, (5) other assets, or (6) any combination of the
foregoing, having an aggregate value equal to the Current
Value, where such aggregate value has been determined by the
Board of Directors of the Corporation (but only if at the time
of such determination by the Board of Directors there are then
in office not less than a majority of directors (and in no
event less than three directors) who are Continuing Directors
and such action is approved by a majority of the Continuing
Directors then in office) based upon the advice of a
nationally recognized investment banking firm selected by the
Board of Directors of the Corporation (but only if at the time
of such selection by the Board of Directors there are then in
office not less than a majority of directors (and in no event
less than three directors) who are Continuing Directors and
such action is approved by a majority of the Continuing
Directors then in office); provided, however, if the
Corporation shall not have made adequate provision to
substitute value pursuant to clause (B) above within thirty
(30) days following the Section 11(a)(ii) Trigger Date, then
the Corporation shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring
payment of the Purchase Price, shares of Common Stock (to the
extent available) and then, if necessary, cash, which shares
and/or cash have an aggregate value equal to the Spread."
9. The first sentence of Section 23(a) of the Agreement is
hereby amended to read in its entirety as follows:
"The Board of Directors of the Corporation
may, at its option, but only by the vote of a majority of the
Board of Directors, at any time prior to the earlier of (i)
the Close of business on the tenth day following the Stock
Acquisition Date, (ii) the Close of business on the tenth day
following the date any Person first becomes a Triggering 5%
Stockholder, or (iii) the Final Expiration Date, redeem all
but not less than all the then outstanding Rights at a
redemption price of $.05 per Right, as such amount may be
appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as
the "Redemption Price") and the Corporation may, at its
option, pay the Redemption Price either in shares of
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Common Stock (based on the "Current Market Price", as defined
in Section 11(d)(i) hereof, of the shares of Common Stock at
the time of redemption) or cash; provided, however, that from
and after the time that any Person shall become an Acquiring
Person or a Triggering 5% Stockholder, the Corporation may
redeem the Rights only if at the time of the action of the
Board of Directors there are then in office not less than a
majority of directors (and in no event less than three
directors) who are Continuing Directors and such redemption is
approved by a majority of the Continuing Directors then in
office."
10. The second sentence of Section 23(a) of the Agreement is
hereby deleted in its entirety.
11. The first sentence of Section 26 is hereby amended to read
in its entirety as follows:
"Prior to the Distribution Date and subject
to the penultimate sentence of this Section 26, the
Corporation may and the Rights Agent shall, if the Corporation
so directs, supplement or amend any provision of this
Agreement without the approval of any holders of certificates
representing shares of Common Stock, including, without
limitation, the definition of Acquiring Person and Exempt
Person."
12. The penultimate sentence of Section 26 of the Agreement is
hereby amended to read in its entirety as follows:
"Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be
made (a) which changes the Redemption Price, the Final
Expiration Date, the Purchase Price or the number of one
one-hundredths of a share of Preferred Stock for which a Right
is exercisable, or (b) which changes any other provision of
this Agreement after the time that any Person becomes an
Acquiring Person or a Triggering 5% Stockholder, unless at the
time of the action of the Board of Directors approving such
supplement or amendment there are then in office not less than
a majority of directors (and in no event less than three
directors) who are Continuing Directors and
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such amendment or supplement is approved by a majority
of the Continuing Directors then in office."
13. Exhibit B to the Agreement is hereby amended to read in
its entirety as set forth in Exhibit B-1 attached hereto.
14. This Amendment No. 1 to the Agreement shall become
effective as of the Close of business on November 15, 1995. This Amendment No. 1
to the Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
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15. Except as specifically provided in this Amendment No. 1 to
the Agreement, the Agreement shall remain in full force and effect and shall in
no way be amended, modified or affected.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Agreement to be duly executed, all as of the day and year
first above written.
BALLY ENTERTAINMENT CORPORATION
By: /s/ Xxx X. Xxxxxxx
----------------------------------
Xxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
CHEMICAL BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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EXHIBIT B-1
[Form of Rights Certificate]
Certificate No. R- __________ Rights
NOT EXERCISABLE AFTER DECEMBER 4, 1996 OR EARLIER IF REDEEMED BY THE
CORPORATION. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
CORPORATION, AT $.05 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.
UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR
A TRIGGERING 5% STOCKHOLDER OR AN AFFILIATE OR ASSOCIATE OF EITHER (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH
RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR A TRIGGERING 5% STOCKHOLDER OR AN AFFILIATE OR ASSOCIATE OF
EITHER (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS
RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN
THE CIRCUMSTANCES SPECIFIED IN SECTION 7(E) OF SUCH AGREEMENT.]*
Rights Certificate
BALLY ENTERTAINMENT CORPORATION
This certifies that , or registered assigns,
is the registered owner of the number of Rights set forth above, each of which
entitles the owner thereof, subject to the terms, provisions and conditions of
the Rights Agreement, dated as of December 4, 1986, as amended by Amendment No.
1 to the Rights Agreement, dated as of November 15, 1995 and as hereafter
amended from time to time (the "Rights Agreement"), between Bally Entertainment
Corporation (formerly known as "Bally Manufacturing Corporation"), a Delaware
corporation (the "Corporation"), and
--------
* The portion of the legend in brackets shall be inserted only if
applicable and shall replace the preceding sentence.
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Chemical Bank, N.A. (successor to Manufacturers Hanover Trust Company), a
national banking association (the "Rights Agent"), to purchase from the
Corporation at any time prior to 5:00 P.M. (New York time) on December 4, 1996
at the office or offices of the Rights Agent designated for such purpose, or its
successors as Rights Agent, one one-hundredth of a fully paid, non-assessable
share of Series B Junior Participating Preferred Stock (the "Preferred Stock")
of the Corporation, at a purchase price of $60.00 per one one-hundredth of a
share (the "Purchase Price"), upon presentation and surrender of this Rights
Certificate with the Form of Election to Purchase and related Certificate duly
executed. The Purchase Price shall be paid, at the election of the registered
holder, in cash, shares of Common Stock of the Corporation or a combination
thereof. The number of Rights evidenced by this Rights Certificate (and the
number of shares which may be purchased upon exercise thereof) set forth above,
and the Purchase Price per share set forth above, are the number and Purchase
Price as of December 4, 1986, based on the Preferred Stock as constituted at
such date.
Upon the occurrence of a Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or a Triggering 5%
Stockholder or an Affiliate or Associate of an Acquiring Person or of a
Triggering 5% Stockholder (as such terms are defined in the Rights Agreement),
(ii) a
26
transferee of any such Acquiring Person or Triggering 5% Stockholder or
Associate or Affiliate, or (iii) under certain circumstances specified in the
Rights Agreement, a transferee of a person who, concurrently with or after such
transfer, became an Acquiring Person or a Triggering 5% Stockholder or an
Affiliate or Associate of an Acquiring Person or a Triggering 5% Stockholder,
such Rights shall become null and void and no holder hereof shall have any right
with respect to such Rights from and after the occurrence of such Section
11(a)(ii) Event.
As provided in the Rights Agreement, the Purchase Price and
the number and kind of shares of Preferred Stock or other securities, which may
be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Corporation and the holders of the Rights Certificates,
which limitations of rights include the temporary suspension of the
exercisability of such Rights under the specific
27
circumstances set forth in the Rights Agreement. Copies of the Rights Agreement
are on file at the above-mentioned office of the Rights Agent and are also
available upon written request to the Corporation.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office or offices of the Rights Agent
designated for such purpose, may be exchanged for another Rights Certificate or
Rights Certificates of like tenor and date evidencing Rights entitling the
holder to purchase a like aggregate number of one one-hundredths of a share of
Preferred Stock as the Rights evidenced by the Rights Certificate or Rights
Certificates surrendered shall have entitled such holder to purchase. If this
Rights Certificate shall be exercised in part, the holder shall be entitled to
receive upon surrender hereof another Rights Certificate or Rights Certificates
for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Corporation at its option
at a redemption price of $.05 per Right, payable, at the election of the
Corporation, in cash or shares of Common Stock, at any time prior to the earlier
of the close of business on (i) the tenth day following the Stock Acquisition
Date (as such time period may be extended or shortened pursuant to the Rights
Agreement), (ii) the tenth day following the date any person
28
or group first becomes a Triggering 5% Stockholder (as such time period may be
extended or shortened pursuant to the Rights Agreement), or (iii) the Final
Expiration Date.
No fractional shares of Preferred Stock will be issued upon
the exercise of any Right or Rights evidenced hereby (other than fractions which
are integral multiples of one one-hundredth of a share of Preferred Stock, which
may, at the election of the Corporation, be evidenced by depositary receipts),
but in lieu thereof a cash payment will be made, as provided in the Rights
Agreement.
No holder of this Rights Certificate shall be entitled to vote
or receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Corporation which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Corporation or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting stockholders (except as
provided in the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this Rights
29
Certificate shall have been exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Corporation and its corporate seal.
Dated as of ________________, ____
ATTEST: BALLY ENTERTAINMENT CORPORATION
_____________________ By:________________________
Secretary Name:
Title:
Countersigned:
CHEMICAL BANK, N.A.
By:____________________
Authorized Signature
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[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Rights Certificate.)
FOR VALUE RECEIVED_____________________________________________________________
hereby sells, assigns and transfers unto_______________________________________
_______________________________________________________________________________
(Please print name and address of transferee)
_______________________________________________________________________________
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ____________________________
Attorney, to transfer the within Rights Certificate on the books of the
within-named Corporation, with full power of substitution.
Dated:____ ________________, 19__
_______________________
Signature
Signature Guaranteed:
Certificate
___________
The undersigned hereby certifies by checking the appropriate
boxes that:
(1) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or a Triggering 5% Stockholder or an Affiliate
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or Associate of any such Acquiring Person or a Triggering 5%
Stockholder (as such terms are defined pursuant to the Rights
Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or subsequently became an Acquiring
Person or a Triggering 5% Stockholder or an Affiliate or Associate of an
Acquiring Person or a Triggering 5% Stockholder.
Dated: _____________, 19__ ________________________
Signature
Signature Guaranteed:
NOTICE
______
The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
32
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise Rights
represented by the Rights Certificate.)
To: BALLY ENTERTAINMENT CORPORATION
The undersigned hereby irrevocably elects to exercise _______
Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Corporation or of any other person which may be issuable upon
the exercise of the Rights) and requests that certificates for such shares be
issued in the name of and delivered to:
_______________________________________________________________________________
(Please print name and address)
_______________________________________________________________________________
Please insert social security or
other identifying number:______________________________________________________
If such number of Rights shall not be all the Rights evidenced
by this Rights Certificate, a new Rights Certificate for the balance of such
Rights shall be registered in the name of and delivered to:
_______________________________________________________________________________
(Please print name and address)
_______________________________________________________________________________
Please insert social security or
other identifying number:______________________________________________________
Dated:_______________, 19__ ________________________
Signature
Signature Guaranteed.
33
Certificate
___________
The undersigned hereby certifies by checking the appropriate
boxes that:
(1) the Rights evidenced by this Rights Certificate [ ] are
[ ] are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or a Triggering 5% Stockholder or an Affiliate or Associate of
any such Acquiring Person or Triggering 5% Stockholder (as such terms are
defined pursuant to the Rights Agreement);
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or became an Acquiring Person or a
Triggering 5% Stockholder or an Affiliate or Associate of an Acquiring Person or
a Triggering 5% Stockholder.
Dated:________________ , 19__ _____________________________
Signature
Signature Guaranteed:
NOTICE
______
The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this Rights
Certificate in every particular, without alteration or enlargement or any change
whatsoever.
34
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