AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of May 4, 2006, to the Rights
Agreement dated as of May 11, 1999 between The Sportsman’s Guide, Inc. and Xxxxx Fargo Bank,
National Association, as successor to Norwest Bank Minnesota, N.A., as Rights Agent (the “Rights
Agent”).
WITNESSETH:
WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights
Agreement;
WHEREAS, VLP Corporation, a Delaware corporation (“VLP”) , Panther Subcorp, Inc., a Minnesota
corporation and a wholly owned subsidiary of VLP (“Subcorp”) and The Sportsman’s Guide, Inc., a
Minnesota corporation (the “Company”) propose to enter into an Agreement and Plan of Merger (the
“Merger Agreement”) pursuant to which Subcorp will merge with and into the Company, with the
Company as the surviving corporation;
WHEREAS, the Board of Directors of the Company has approved the Merger Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time
supplement or amend the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable in connection with the foregoing and the
Company and the Rights Agent desire to evidence such amendment in writing.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the Rights Agreement as follows:
1. Amendment of Section 1. Section 1 of the Rights Agreement is hereby amended and
supplemented to add the following definitions in the appropriate alphabetical locations:
“VLP” shall mean VLP Corporation, a corporation organized under the laws of Delaware.
“Subcorp” shall mean Panther Subcorp, Inc., a Minnesota corporation and a wholly owned
subsidiary of VLP.
“Merger” shall mean the “Merger” as such term is defined in the Merger Agreement.
“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of May 4, 2006, by
and among VLP, Subcorp and the Company, as it may be amended from time to time.
2. Amendment of Definition of “Acquiring Person”. The definition of “Acquiring
Person” in Section 1 of the Rights Agreement is hereby amended and supplemented by adding the
following sentence at the end thereof:
“Notwithstanding anything in this Rights Agreement to the contrary, neither VLP, Subcorp,
nor any of their Affiliates or Associates shall be deemed to be an Acquiring Person as a
result, directly or indirectly, of (i) the approval, execution, delivery or performance of
the Merger Agreement, (ii) the consummation of the Merger or any other transaction
contemplated by the Merger Agreement or (iii) the public announcement of any of the
foregoing.”
3. Amendment of Definition of “Distribution Date”. The definition of “Distribution
Date” in Section 3(a) of the Rights Agreement is hereby amended and supplemented by adding the
following proviso immediately after the words “the earlier of (i) and (ii) being herein referred to
as the “Distribution Date” in the fourth parenthetical in Section 3(a):
“Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date
shall not be deemed to have occurred solely as the result, directly or indirectly, of (i)
the approval, execution, delivery or performance of the Merger Agreement, (ii) the
consummation of the Merger or any other transaction contemplated by the Merger Agreement or
(iii) the public announcement of any of the foregoing.”
4. Amendment of Definition of “Stock Acquisition Date”. The definition of “Stock
Acquisition Date” in Section 1 of the Rights Agreement is hereby amended and supplemented by adding
the following sentence at the end thereof:
“Notwithstanding anything in this Rights Agreement to the contrary, a “Stock Acquisition
Date” shall not be deemed to have occurred solely as the result, directly or indirectly, of
(i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the
consummation of the Merger or any other transaction contemplated by the Merger Agreement or
(iii) the public announcement of any of the foregoing.”
5. Amendment of Section 3. Section 3 of the Rights Agreement is hereby amended and
supplemented by adding the following sentence at the end thereof as a new Section 3(d):
“Nothing in this Rights Agreement shall be construed to give any holder of Rights or any
other Person any legal or equitable rights, remedies or claims under this Rights Agreement
by virtue of (i) the approval, execution, delivery or performance of the Merger Agreement,
(ii) the consummation of the Merger or any other transaction contemplated by the Merger
Agreement or (iii) the public announcement of any of the foregoing.”
6. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is hereby amended
and supplemented by deleting “(i) the Close of Business on May 11, 2009 (the “Final Expiration
Date”) and replacing it with the following:
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“(i) the earlier of (x) the Close of Business on May 11, 2009 and (y) immediately prior to
the Effective Time (as defined in the Merger Agreement) (such earlier date, the “Final
Expiration Date”), which will be communicated in writing to the Rights Agent.
7. Effectiveness. This Amendment shall be effective as of the date first written
above, as if executed on such date. Except as specifically amended by this Amendment, all other
terms and conditions of the Rights Agreement shall remain in full force and effect and are hereby
ratified and confirmed.
8. Miscellaneous. This Amendment shall be deemed to be a contract made under the
laws of the State of Minnesota and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and to be performed entirely
within such State. This Amendment 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 of such counterparts shall
together constitute one and the same instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other authority to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. Except as otherwise expressly provided herein, or unless the context otherwise
requires, all terms used herein have the meanings assigned to them in the Rights Agreement. The
Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement
pertaining to the matters covered by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the day and year first above written.
| Attest: | THE SPORTSMAN’S GUIDE, INC. | |||||||||||
By:
|
/s/ XXXXXXX XXXXXX | By: | /s/ XXXXXXX XXXXXXX | |||||||||
| Name: | Xxxxxxx X. Xxxxxx | Name: Xxxxxxx X. Xxxxxxx | ||||||||||
| Title: | Executive Vice President of | Title: President and Chief Executive Officer | ||||||||||
| Finance and Administration, | ||||||||||||
| Secretary and Treasurer | ||||||||||||
| Attest: | XXXXX FARGO BANK, NATIONAL ASSOCIATION | |||||||||||
By:
|
/s/ XXXXX X. XXXXXX | By: | /s/ XXXXXX X. XXXXXXX | |||||||||
| Name: | Xxxxx X. Xxxxxx | Name: Xxxxxx X. Xxxxxxx | ||||||||||
| Title: | Vice President | Title: Assistant Vice President | ||||||||||
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