THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment to Rights Agreement (the "Amendment")
is entered into as of April 23, 1999, by and between Rawlings
Sporting Goods Company, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated July 1, 1994, as amended on
November 21, 1997, and April 19, 1999 (the "Agreement");
WHEREAS, the Company desires to amend the Agreement on the
terms and conditions herein set forth and the Company is hereby
directing the Rights Agent to enter into this Amendment in
accordance with Section 26 of the Agreement; and
WHEREAS, the execution and delivery of this Amendment has
been duly authorized by the Board of Directors of the Company.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to
such terms in the Agreement, as amended hereby.
2. Amendments to Agreement.
2.1 Section 1 is amended by adding thereto a new
subsection (s) which shall read as follows:
"Bull Run" shall mean Bull Run Corporation, a
Georgia corporation.
2.2 Section 1 is amended by adding thereto a new
subsection (t) which shall read as follows:
"Xxxxxxx" shall mean Xxxxxxx Capital Management
Company, Inc., Xxxxxx X. Xxxxxxx and The Kaleidoscope
Fund, L.P., individually and collectively.
2.2 A new Section 34 shall be added to the Rights
Agreement which shall read as follows:
Section 34. Exception. Notwithstanding any
provision of this Agreement to the contrary, neither a
Distribution Date, Triggering Event nor a Stock
Acquisition Date shall be deemed to have occurred,
neither Bull Run nor Xxxxxxx nor any of their
Affiliates or Associates shall be deemed to have become
an Acquiring Person, and no holder of any Rights shall
be entitled to exercise such Rights under, or be
entitled to any rights pursuant to, any of Sections
3(a), 7(a), 11(a) or 13 of this Agreement, as a result
of the purchases of Common Shares disclosed in the
Schedule 13G/A, dated April 9, 1999, filed by Xxxxxxx
with the Securities and Exchange Commission, but only
if and for so long as Bull Run has not breached in any
material respect, as determined in good faith by the
Board of Directors of the Company, the terms of its
Standstill Agreement with the Company (as the same may
be amended from time to time). Unless and until the
Rights Agent shall have received written notice to the
contrary from the Company, the Rights Agent shall be
fully protected and incur no liability in always
assuming that neither Bull Run nor Xxxxxxx nor any of
their Affiliates or Associates are Acquiring Persons.
3. Reference to and Effect on the Agreement.
3.1 Upon the effectiveness of this Amendment, each
reference in the Agreement to "this Agreement," "hereunder,"
"hereof," and "herein" shall mean and be a reference to the
Agreement as amended hereby.
3.2 Except as specifically amended above, all of the
terms, conditions and covenants of the Agreement shall
remain unaltered and in full force and effect and shall be
binding upon the parties thereto in all respects and are
hereby ratified and confirmed.
4. Choice of Law. This Amendment shall be construed in
accordance with the internal laws (and not the law of conflicts)
of the State of Delaware, but giving effect to applicable federal
laws.
5. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
6. Counterparts. This Amendment may be executed in one or
more counterparts each of which when so executed and delivered
will be deemed an original but all of which will constitute one
and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the day and year first above
written.
RAWLINGS SPORTING GOODS
COMPANY, INC.
By: /s/ Xxxxxxx X. X'Xxxx
Name: Xxxxxxx X. X'Xxxx
Title: Chairman/CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
