EXHIBIT 4.1
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
by and between
AMERICREDIT CORP.
and
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent
THIS AMENDMENT NO. 1 to Rights Agreement ("Amendment No. 1") by and between
AmeriCredit Corp. (the "Company") and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent ("ChaseMellon"), is entered into as of the 9th day of September,
1999.
The Company and ChaseMellon have previously entered into that certain
Rights Agreement (the "Rights Agreement") dated as of August 28, 1997.
On September 7, 1999, the Board of Directors of the Company authorized
certain amendments to the Rights Agreement as set forth herein.
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Definitions. Capitalized terms set forth in this Amendment No.
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1 but not otherwise defined herein shall have the meanings ascribed thereto in
the Rights Agreement.
Section 2. Amendment to Section 23(a) of Rights Agreement. Section 23(a)
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of the Rights Agreement is hereby amended so as to read in its entirety as
follows:
"(a) The Board of Directors of the Company may, at any time prior to
the Flip-In Event, redeem all but not less than all of the then outstanding
Rights at a redemption price of $.01 per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring
after the date hereof (the redemption price being hereinafter referred to
as the "Redemption Price"). The redemption of Rights may be made effective
at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. The Redemption Price shall
be payable, at the option of the Company, in cash, shares of Common Stock,
or such other form of consideration as the Board of Directors shall
determine."
Section 3. Amendment to Section 27 of Rights Agreement. Section 27 of the
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Rights Agreement is hereby amended so as to read in its entirety as follows:
"Section 27. Supplements and Amendments. Except as provided in the
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penultimate sentence of this Section 27, for so long as the Rights are then
redeemable, the Company may in its sole and absolute discretion, and the
Rights Agent shall if the Company so directs, supplement or amend any
provision of this Agreement in any respect without the approval of any
holders of the Rights. At any time when the Rights are no longer
redeemable, except as provided in the penultimate sentence of this Section
27, the Company may, and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any holders of
Rights in order to (i) cure any ambiguity, (ii) correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provision herein, (iii) shorten or lengthen any time period
hereunder, or (iv) change or supplement the provisions hereunder in any
manner which the Company may deem necessary or desirable; provided that no
such supplement or amendment shall adversely affect the interest of the
holders of Rights as such (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person), and no such amendment may cause the
Rights again to become redeemable or cause the Agreement again to become
amendable other than in accordance with this sentence; further, provided,
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this Agreement may not be supplemented or amended to lengthen, pursuant to
clause (iii) of this sentence, (A) a time period relating to when the
Rights may be redeemed at such time as the Rights are not then redeemable,
or (B) any other time period unless such lengthening is for the purpose of
protecting, enhancing or clarifying the right of, and/or the benefits to,
the holders of the Rights. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be made which
changes the Redemption Price or, without the consent of the Rights Agent,
which Changes or increases the Rights Agent's rights, duties, liabilities
or obligations. Upon the delivery of a Certificate from an appropriate
officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment."
Section 4. Amendment to Section 30 of Rights Agreement. Section 30 of the
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Rights Agreement is hereby amended so as to read in its entirety as follows:
"Section 30. Determinations and Actions by the Board of Directors.
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The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise the rights and
powers specifically granted to the Board of Directors of the Company or to
the Company, or as may be necessary or advisable in the administration of
this Agreement, including, without limitation, the right and power to (i)
interpret the provisions of this Agreement and (ii) make all determinations
deemed
necessary or advisable for the administration of this Agreement (including,
without limitation, a determination to redeem or not redeem the Rights or
to amend this Agreement). All such actions, calculations, interpretations
and determinations (including, for purposes of clause (y) below, all
omissions with respect to the foregoing) that are done or made by the Board
of Directors of the Company in good faith, shall (x) be final, conclusive
and binding on the Company, the Rights Agent, the holders of the Rights, as
such, and all other parties, and (y) not subject the Board of Directors to
any liability to the holders of the Rights. The Rights Agent shall always
be entitled to assume that the Company's Board of Directors acted in good
faith and shall be fully protected and incur no liability in reliance
thereon."
Section 5. Amendment to Section 1(b) of the Rights Agreement. Subsection
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(b) of Section 1 of the Rights Agreement, containing the definition of
"Continuing Director," is hereby deleted from the Rights Agreement in its
entirety and replaced with the words "Intentionally Omitted.".
Section 6. Validation of Rights Agreement. Except to the extent expressly
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modified, supplemented or amended by this Amendment No. 1, the Rights Agreement
and the terms, conditions and provisions thereof shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
AMERICREDIT CORP.
By: /s/ Xxxxx X. Choste
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Name: Xxxxx X. Choste
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Title: Senior Vice President
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General Counsel & Secretary
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights Agent
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Relationship Manager
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