1-LA/481163.1
Exhibit 4.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT, dated as of August 19, 1999, to the Rights
Agreement, dated as of January 27, 1997 (the "Rights Agreement"),
between Players International, Inc., a Nevada corporation (the
"Company"), and Interwest Transfer Co., Inc., as Rights Agent
(the "Rights Agent"), as amended to date.
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement; and
WHEREAS, all acts and things necessary to make this
Amendment a valid agreement, enforceable according to its terms,
have been done and performed, and the execution and delivery of
this Amendment by the Company and the Rights Agent have been in
all respects duly authorized by the Company and the Rights Agent.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. The definition of "Acquiring Person" in Section 1 of
the Rights Agreement is hereby amended by adding the following
additional sentence to the end of such definition:
Notwithstanding the foregoing, neither Volunteer, Inc.,
a Delaware corporation ("Volunteer"), nor Volunteer
Merger Corp., a Nevada corporation and a wholly-owned
subsidiary of Volunteer ("Merger Sub"), shall be deemed
to be an "Acquiring Person" to the extent of the
acquisition by Volunteer or Merger Sub of Common Shares
pursuant to the terms of the Agreement and Plan of
Merger, dated as of August 19, 1999 (the "Merger
Agreement"), by and among the Company, Volunteer and
Merger Sub.
2. The definition of "Section 11(a)(ii) Event" contained
in Section 1 of the Rights Agreement is hereby amended by adding
the following additional sentence to the end of such definition:
Notwithstanding the foregoing, the acquisition by
Volunteer or Merger Sub of Common Shares pursuant to
the terms of the Merger Agreement, the consummation of
the transactions contemplated by the Merger Agreement
and the execution by Volunteer and Merger Sub of the
Merger Agreement with the Company shall not in any case
be deemed to be a "Section 11(a)(ii) Event."
3. The definition of "Section 13 Event" contained in
Section 1 of the Rights Agreement is hereby amended by adding the
following additional sentence to the end of such definition:
Notwithstanding the foregoing, the acquisition by
Volunteer or Merger Sub of Common Shares pursuant to
the terms of the Merger Agreement, the consummation of
the transactions contemplated by the Merger Agreement
and the execution by Volunteer and Merger Sub of the
Merger Agreement with the Company shall not in any case
be deemed to be a "Section 13 Event."
4. Unless otherwise defined herein, the terms used herein
shall have the meanings ascribed to them in the Rights Agreement.
5. This Amendment to the Rights Agreement may be executed
in any number of counterparts. It shall not be necessary that
the signature of or on behalf of each party appears on each
counterpart, but it shall be sufficient that the signature of or
on behalf of each party appears on one or more counterparts. All
counterparts shall collectively constitute a single agreement.
6. Except as expressly set forth herein, this Amendment to
the Rights Agreement shall not by implication or otherwise alter,
modify, amend or in any way effect 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 date first above written.
PLAYERS INTERNATIONAL, INC.
Attest:
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Title: Vice President Finance
INTERWEST TRANSFER CO., INC.
Attest:
By:/s/ Xxxxxx X. Xxxxxx
Title: Vice President
