EXHIBIT 4.1.8
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated June 11, 1999 (this "Amendment"), by and
between CD RADIO INC., a Delaware corporation (the "Company"), and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").
RECITALS
WHEREAS, the Company and the Rights Agent are parties to a
Rights Agreement, dated as of October 22, 1997 (as heretofore amended, the
"Rights Agreement");
WHEREAS, the Company proposes to issue to Ford Motor Company
("Ford"), a warrant or warrants (the "Warrants") entitling Ford to purchase from
the Company, on the terms and subject to conditions specified therein, up to an
aggregate of 4,000,000 Common Shares (as such term is defined in the Rights
Agreement); and
WHEREAS, under the terms of the Rights Agreement, unless the
Rights Agreement is amended, Ford would become an "Acquiring Person," as defined
in Section 1(a) of the Rights Agreement, upon the acquisition of the Warrant;
and
WHEREAS, the Board of Directors of the Company deems it
desirable and in the best interests of the Company and its stockholders to amend
the Rights Agreement to exclude Ford and any of Ford's Affiliates and Associates
who would otherwise be deemed Beneficial Owners (as defined in the Rights
Agreement) as a result of such transaction from such definition of "Acquiring
Person."
Accordingly, the parties agree as follows:
2
1. AMENDMENT OF SECTION 1(a). The definition of "Acquiring
Person" set forth in Section 1(a) of the Rights Agreement is amended by adding
the following clause at the end of such definition:
"; and provided, further, that Ford Motor Company, a Delaware
corporation (hereinafter referred to as "Ford"), and any of
the Affiliates or Associates of Ford that otherwise would be
deemed to be Beneficial Owners of the Company's common stock
purchase warrants issued on June 11, 1999 (collectively, the
"Warrant") (such Affiliates and Associates, together with
Ford, are hereinafter referred to as the "Ford Investors")
shall not be, or be deemed to be, an Acquiring Person solely
by reason of the issuance by the Company and the acquisition
by Ford of the Warrant pursuant to Section 5.01 of the
Agreement dated as of June 11, 1999 between the Company and
Ford."
2. MISCELLANEOUS. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to
3
be invalid, illegal or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be effected, impaired or invalidated.
EXECUTED as of the date set forth above.
CD RADIO INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
