EXHIBIT 4.1
RIGHTS AGREEMENT AMENDMENT
Rights Agreement Amendment, dated as of September 12, 2000 (this
"Amendment"), to the Rights Agreement dated as of May 22, 1995, as amended on
July 15, 1997 and on July 16, 1999 (the "Rights Agreement"), between Iwerks
Entertainment, Inc., a Delaware corporation (the "Company") and U.S. Stock
Transfer Corporation, as Rights Agent (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and delivered the
Rights Agreement. Pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 27 thereof.
In consideration of the foregoing premises and mutual agreements set forth
in the Rights Agreement and this Amendment, the parties hereto agree as follows:
1. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended and restated to read in its entirety as follows:
""Acquiring Person" shall mean (i) any Person (as hereinafter defined) who
is an Adverse Person (as hereinafter defined), or (ii) any Person who or which,
together with all Affiliates (as hereinafter defined) and Associates (as
hereinafter defined) of such Person, shall, subsequent to the Declaration Date,
become the Beneficial Owners (as hereinafter defined) of 15% of more of the
shares of Common Stock then outstanding, but shall not include (x) an Exempt
Person (as hereinafter defined) or (y) any Person who becomes a Beneficial Owner
solely because (1) of a change in the aggregate number of shares of Common Stock
outstanding since the last date on which such Person acquired Beneficial
Ownership of any shares of Common Stock, or (2) it acquired such Beneficial
Ownership in the good faith belief that such acquisition would not (A) cause
such Beneficial Ownership to exceed 15% of the shares of Common Stock then
outstanding (or, in the case of Heartland Advisors, Inc., the percentage
Heartland Advisors, Inc. may hold without ceasing to be an Exempt Person) and
such Person relied in good faith in computing the percentage of its Beneficial
Ownership on publicly filed reports or documents of the Company which are
inaccurate or out-of-date, or (B) otherwise cause a Distribution Date or the
adjustment provided for in Section 11 to occur. Notwithstanding clause (y) of
the prior sentence, if any Person that is not an Acquiring Person because of the
operation of such clause (y) does not reduce its Beneficial Ownership of shares
of Common Stock to 15% or less (or, in the case of Heartland Advisors, Inc., the
percentage Heartland Advisors, Inc. may hold without ceasing to be an Exempt
Person) by the close of business on the fifth Business Day after notice from the
Company (the date of notice being the first day) that such Person's Beneficial
Ownership of Common stock so exceeds 15% (or, in the case of Heartland Advisors,
Inc., the percentage Heartland Advisors, Inc. may hold without ceasing to be an
Exempt Person), such Person shall, at the end of such five Business Day period,
become an Acquiring Person (and clause (y) shall no longer apply to such
Person). For purposes of this definition, the determination whether any Person
acted in "good faith" shall be conclusively determined by the Board of
Directors, acting by a vote of those directors of the Company whose approval
would be required to redeem the Rights under Section 24. Notwithstanding
anything in this Rights Agreement, no party to the Securities Purchase Agreement
(as defined below) nor any officer, director, stockholder or partner of any
party to the Securities Purchase Agreement or their respective Affiliates or
Associates, or any other Person, shall become
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an "Acquiring Person" as the result of entering into, performing the terms of,
or consummating the transactions contemplated by (x) the Securities Purchase
Agreement, dated on or about September 12, 2000, as the same may be amended from
time to time (the "Securities Purchase Agreement"), among the Company and
Landmarc Leisure Corporation Limited, an S. Kumars group company, incorporated
under the Companies Act, 1956, or (y) any other agreement entered into in
connection with the Securities Purchase Agreement (collectively, the "Ancillary
Agreements")."
2. Section 3(a) of the Rights Agreement is amended by adding a new sentence
as the final sentence thereto, which shall read in its entirety as follows:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as a result of (i)
the approval, execution or delivery of the Securities Purchase Agreement or the
Ancillary Agreements, or (ii) the consummation of the transactions contemplated
by the Securities Purchase Agreement or the Ancillary Agreements; or (iii) the
acquisition by Heartland Advisors, Inc. of Beneficial Ownership of Common Stock
in an amount less than or equal to 30% of the then outstanding Common Stock."
3. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware.
4. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed an original, and all such
counterparts shall together constitute but one and the same instrument.
5. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
IWERKS ENTERTAINMENT, INC.
By: /S/ XXXX XXXX
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Title: Chief Financial Officer
U.S. STOCK TRANSFER CORPORATION
By: /S/ XXXXXXX X. XXXXX
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Title: Vice President
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