Exhibit 4.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment No. 1 to Amended and Restated Rights Agreement, by and
between The Sports Authority, Inc., a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company, a New York corporation, as Rights Agent
(the "Rights Agent"), is made and entered into as of February 19, 2003.
WHEREAS, the Company and the Rights Agent are parties to the Amended
and Restated Rights Agreement, dated as of September 11, 2001 (the "Rights
Agreement"); and
WHEREAS, the Company proposes to enter into a certain Agreement and
Plan of Merger (the "Merger Agreement") by and among Gart Sports Company
("Parent"), Gold Acquisition Corp. ("Merger Sub") and the Company, pursuant to
which Merger Sub would merge (the "Merger") into the Company and all of the
outstanding shares of the common stock of the Company would, by virtue of the
Merger, be automatically converted into shares of the common stock of Parent;
and
WHEREAS, the Board of Directors has determined that it is in the best
interests of the stockholders of the Company to amend the Rights Agreement in
the manner set forth herein in order to permit the Company to enter into the
Merger Agreement and effect the Merger without causing a Triggering Event; and
WHEREAS, Section 27 of the Rights Agreement provides that, prior to a
Distribution Date, the Company and the Rights Agent may amend the Rights
Agreement without approval of the holders of Company common stock;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby amended by adding the following sentence to the end of such
definition:
Notwithstanding the foregoing, neither (i) Gart Sports Company
("Gart"), a Delaware corporation, (ii) Gold Acquisition Corp.,
a Delaware corporation ("Merger Sub"), (iii) any Affiliates or
Associates of Gart or Merger Sub nor (iv) Green Equity
Investors, L.P., which shall enter into a Voting Agreement
(the "Voting Agreement") with the Company pursuant to which it
agrees, among other things, to vote in favor of the merger of
Merger Sub into the Company (the "Merger") in accordance with
the terms of the Agreement and Plan of Merger to be entered
into by and among Gart, Merger Sub and the Company (the
"Merger Agreement"), shall be deemed an Acquiring Person by
virtue of the Merger Agreement, the Voting Agreement, the
Merger and any other transactions contemplated by the Merger
Agreement or the Voting Agreement.
2. Section 1 of the Rights Agreement is hereby amended by adding the
following new paragraph at the end of Section 1:
Notwithstanding anything in this Agreement that might
otherwise be deemed to the contrary none of a Distribution
Date, Stock Acquisition Date or Triggering Event shall be
deemed to occur, in each such case, by reason of the approval,
execution or delivery of the Merger Agreement, the
announcement or consummation of the Merger or the consummation
of the other transactions contemplated by the Merger
Agreement. No such event shall entitle or permit the holders
of Rights to exercise the Rights or otherwise affect the
rights of the holders of Rights, including giving the holders
of the Rights the right to acquire securities of any party to
the Merger Agreement.
3. Section 7(a) of the Rights Agreement is hereby amended to read as
follows:
(a) Subject to subsection (e), the registered holder of any
Rights Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein including, without
limitation, the restrictions on exercisability set forth in
Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in
whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election
to purchase and the certificate on the reverse side thereof
duly executed, to the Rights Agent at the office of the Rights
Agent designated for such purpose, together with payment of
the aggregate Purchase Price (except as provided in Section
11(q) hereof) with respect to the total number of Preferred
Share Fractions (or Common Shares, other securities, cash or
other assets, as the case may be) as to which such surrendered
Rights are then exercisable (except as provided in Section
11(q) hereof), at or prior to the earliest of (i) the Close of
Business on September 11, 2011 (the "Final Expiration Date"),
(ii) the consummation of a transaction contemplated by Section
13(d) hereof, (iii) the time at which the Rights are redeemed
or terminated as provided in Section 23 hereof or (iv)
immediately prior to the time the Merger becomes effective
(the earliest of (i), (ii), (iii) and (iv) being herein
referred to as the "Expiration Date").
4. The definition of "Section 11(a)(ii) Event" in Section 1(l) of the
Rights Agreement is hereby amended by adding the following sentence to the end
of such definition:
Notwithstanding the foregoing, a "Section 11(a)(ii) Event"
shall not be deemed to occur as a result of (i) the approval,
execution or delivery of the Merger Agreement and the Voting
Agreement, (ii) the consummation of the transactions
contemplated by the Merger Agreement and the Voting Agreement
(including, without limitation, the Merger) or (iii) the
public announcement of the Merger or any of the transactions
contemplated by the Merger Agreement or the Voting Agreement.
5. The definition of "Stock Acquisition Date" in Section 1(n) of the
Rights Agreement is hereby amended by adding the following sentence to the end
of such definition:
Notwithstanding the foregoing, a "Stock Acquisition Date"
shall not be deemed to occur as a result of (i) the approval,
execution or delivery of the Merger Agreement and the Voting
Agreement, (ii) the consummation of the transactions
contemplated by the Merger Agreement and the Voting Agreement
(including, without limitation, the Merger) or (iii) the
public announcement of the Merger or any of the transactions
contemplated by the Merger Agreement or the Voting Agreement.
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6. Section 3(a) of the Rights Agreement is hereby amended by adding the
following sentence to the end of such section:
Notwithstanding the foregoing, a "Distribution Date" shall not
be deemed to occur as the result of (i) the approval,
execution or delivery of the Merger Agreement and the Voting
Agreement, (ii) the consummation of the transactions
contemplated by the Merger Agreement and the Voting Agreement
(including, without limitation, the Merger) or (iii) the
public announcement of the Merger or any of the transactions
contemplated by the Merger Agreement or the Voting Agreement.
7. Section 13(d) of the Rights Agreement is hereby amended by inserting
the following sentence after the first sentence of such section:
Notwithstanding anything in this Agreement to the contrary,
Section 13 (other than this subsection (d)) shall not be
applicable to, and the term "Section 13 Event" shall not
include, (i) the approval, execution or delivery of the Merger
Agreement and the Voting Agreement, (ii) the consummation of
the transactions contemplated by the Merger Agreement and the
Voting Agreement (including, without limitation, the Merger)
or (iii) the public announcement of the Merger or any of the
transactions contemplated by the Merger Agreement or the
Voting Agreement.
8. Unless otherwise defined herein, the terms used herein shall have
the meanings ascribed to them in the Rights Agreement.
9. This Amendment No. 1 to Amended and Restated Rights Agreement may be
executed in any number of counterparts and each such counterpart shall for all
purposes be deemed to be an original, and all such counterparts shall constitute
one and the same instrument.
10. Except as expressly set forth herein, this Amendment No. 1 to
Amended and Restated Rights Agreement shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Rights Agreement, all of
which are shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
THE SPORTS AUTHORITY, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Chairman, Chief Executive Officer
and President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title:
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