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EXHIBIT 4.2
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
Amendment No. 1 (this "Amendment") dated as of December 18,
1996, to Rights Agreement dated as of February 22, 1994, between Vans, Inc., a
Delaware corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., a New Jersey limited liability corporation, as successor to Chemical
Trust Company of California, as Rights Agent hereunder (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company and Chemical Trust Company, as the
original Rights Agent, entered into the Rights Agreement;
WHEREAS, ChaseMellon Shareholder Services, L.L.C. has become
the successor Rights Agents under the Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the
Company and the Rights Agent desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements hereinafter set forth, the parties hereto hereby agree as
follows:
Section 1. Amendment to Subsection 1.30. Subsection 1.30 of
the Rights Agreement is hereby amended to read in full as follows:
"1.30 "Scheduled Expiration Date" shall mean the
Close of Business on February 22, 2007; provided, however, that the
Scheduled Expiration Date may be extended from time to time to such
other and later date(s) as provided in Section 26."
Section 2. Amendment to Subsection 7.2. Subsection 7.2 of
the Rights Agreement is hereby amended to read in full as follows:
"7.2 The Purchase Price for each one one-hundredth of
a share of Series A Preferred Stock shall initially be $65.00, shall
be subject to adjustment from time to time as provided in Sections 11
and 13, and shall be payable in lawful money of the United States of
America in accordance with subsection 7.3."
Section 3. Amendment to form of Rights Certificate. The form
of Rights Certificate attached to the Rights Agreement as Exhibit C (the
"Rights Certificate") is hereby amended as follows:
(a) The legend at the top of the Rights Certificate
is amended to read in full as follows:
"NOT EXERCISABLE AFTER 5 P.M., LOS ANGELES TIME, ON FEBRUARY
22, 2007 OR EARLIER IF REDEMPTION OR EXCHANGE
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OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF
THE COMPANY, AT $.01 PER RIGHT, AND TO EXCHANGE, ON THE TERMS
SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED
BY A PERSON WHO IS AN ACQUIRING PERSON OR AN ASSOCIATE OR
AFFILIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR BY A SPECIFIED TRANSFEREE OF SUCH AN ACQUIRING
PERSON, ASSOCIATE OR AFFILIATE, MAY BE NULL AND VOID IN THE
CIRCUMSTANCES SPECIFIED IN SECTION 7 OF THE RIGHTS AGREEMENT."
(b) The first paragraph of text of the Rights
Certificate is amended to read in full as follows:
"This certifies that ___________________, or
registered assigns, is the registered owner of the number of Rights
set forth above, each of which Rights entitles the owner thereof,
subject to the terms, conditions and provisions of the Rights
Agreement dated as of February 22, 1994 (as from time to time amended,
the "Rights Agreement"), between Vans, Inc., a Delaware corporation
(the "Company"), and Chemical Trust Company of California (the "Rights
Agent"), to purchase from the Company, unless the Rights have been
previously redeemed, at any time after the Distribution Date (as such
term is defined in the Rights Agreement) and prior to the Expiration
Date (as such term is defined in the Rights Agreement), at the office
or agency designated for that purpose of the Rights Agent, or of its
successor as Rights Agent, one one-hundredth of a fully paid and
nonassessable share of Series A Junior Participating Preferred Stock,
par value $.001 per share ("Series A Preferred Stock") at a purchase
price of $65.00 per one one-hundredth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights Certificate
with the Form of Election to Purchase and related Certificate duly
completed and executed. The number of Rights evidenced by this Rights
Certificate, the number of one one-hundredths of a share of Series A
Preferred Stock that may be purchased upon exercise of a Right and the
Purchase Price set forth above are the numbers and Purchase Price as
of the date of the Rights Agreement, based on the shares of Series A
Preferred Stock as constituted at December 18, 1996."
Section 4. Governing Law. 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,
except that the rights and obligations of the Rights Agent under this Amendment
shall be governed by and construed in accordance with the laws of the State of
California in effect in that State.
Section 5. Counterparts. 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 such counterparts shall together
constitute but one and the same instrument.
Section 6. Rights Agreement as Amended. The term "Agreement"
as used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise
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amend or otherwise modify, alter or in any way affect any term, condition,
obligation, covenant or agreement 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.
THE COMPANY: THE RIGHTS AGENT:
VANS, INC. CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ XXXXX X. XXXXXXXX By: /s/ XXXXX XXXXXXXX
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Xxxxx X. Xxxxxxxx
Vice President and Secretary Its: Asst. Vice President
