EXHIBIT 4(a)
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This AMENDMENT NO. 1 (the "Amendment") to the AMENDED AND RESTATED
RIGHTS AGREEMENT, dated as of February 3, 1997 (the "Agreement"), made between
Circuit City Stores, Inc., a Virginia corporation (the "Company"), and NORWEST
BANK MINNESOTA, N.A., a national banking association (the "Rights Agent"), is
entered into as of June 17, 1997 between the Company and the Rights Agent and
provides as follows:
1. Section 1(a) of the Agreement is hereby amended by changing from 15%
to 20% the reference therein to the percentage of Voting Rights of all the
Common Shares then outstanding.
2. Section 3(a) of the Agreement is hereby amended by changing from 15%
to 20% the reference therein to the percentage of Voting Rights of all the
Common Shares.
3. Section 11(a)(ii)(B) of the Agreement is hereby amended by changing
from 15% to 20% the reference therein to the percentage of Voting Rights of all
the Common Shares then outstanding.
4. Except as expressly set forth in this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect. Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to
such terms in the Agreement.
5. This Amendment may be executed in counterparts, each of which shall
be deemed an original but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers as of the date first written
above.
Attest: CIRCUIT CITY STORES, INC.
By: /s/Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Treasurer Title: Senior Vice President
and Controller Chief Financial Officer and
Secretary
Attest: NORWEST BANK MINNESOTA, N.A.
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
Title: Assistant Secretary Title: Vice President
