EXHIBIT 2
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (the "Amendment") is entered
into as of April 23, 1999, by and between Rawlings Sporting Goods Company, Inc.,
a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C. (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to that certain
Rights Agreement dated July 1, 1994, as amended on November 21, 1997, and April
19, 1999 (the "Agreement");
WHEREAS, the Company desires to amend the Agreement on the terms and
conditions herein set forth and the Company is hereby directing the Rights Agent
to enter into this Amendment in accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has been duly
authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms in the
Agreement, as amended hereby.
2. AMENDMENTS TO AGREEMENT.
2.1 Section 1 is amended by adding thereto a new subsection
(s) which shall read as follows:
"Bull Run" shall mean Bull Run Corporation, a Georgia
corporation.
2.2 Section 1 is amended by adding thereto a new subsection
(t) which shall read as follows:
"Xxxxxxx" shall mean Xxxxxxx Capital Management Company, Inc.,
Xxxxxx X. Xxxxxxx and The Kaleidoscope Fund, L.P., individually and
collectively.
2.2 A new Section 34 shall be added to the Rights Agreement
which shall read as follows:
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Section 34. EXCEPTION. Notwithstanding any provision
of this Agreement to the contrary, neither a Distribution
Date, Triggering Event nor a Stock Acquisition Date shall be
deemed to have occurred, neither Bull Run nor Xxxxxxx nor any
of their Affiliates or Associates shall be deemed to have
become an Acquiring Person, and no holder of any Rights shall
be entitled to exercise such Rights under, or be entitled to
any rights pursuant to, any of Sections 3(a), 7(a), 11(a) or
13 of this Agreement, as a result of the purchases of Common
Shares disclosed in the Schedule 13G/A, dated April 9, 1999,
filed by Xxxxxxx with the Securities and Exchange Commission,
but only if and for so long as Bull Run has not breached in
any material respect, as determined in good faith by the Board
of Directors of the Company, the terms of its Standstill
Agreement with the Company (as the same may be amended from
time to time). Unless and until the Rights Agent shall have
received written notice to the contrary from the Company, the
Rights Agent shall be fully protected and incur no liability
in always assuming that neither Bull Run nor Xxxxxxx nor any
of their Affiliates or Associates are Acquiring Persons.
3. REFERENCE TO AND EFFECT ON THE AGREEMENT.
3.1 Upon the effectiveness of this Amendment, each reference
in the Agreement to "this Agreement," "hereunder," "hereof," and
"herein" shall mean and be a reference to the Agreement as amended
hereby.
3.2 Except as specifically amended above, all of the terms,
conditions and covenants of the Agreement shall remain unaltered and in
full force and effect and shall be binding upon the parties thereto in
all respects and are hereby ratified and confirmed.
4. CHOICE OF LAW. This Amendment shall be construed in accordance with
the internal laws (and not the law of conflicts) of the State of Delaware, but
giving effect to applicable federal laws.
5. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
RAWLINGS SPORTING GOODS COMPANY, INC.
By: /s/ XXXXXXX X. X'XXXX
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Name: Xxxxxxx X. X'Xxxx
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Title: Chairman/CEO
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CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
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Title: Assistant Vice President
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