4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
-----------------------------------
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as of
this 23rd day of January 2000, to the Rights Agreement, dated as of April 29,
1994 (the "Rights Agreement") by and between COMPUSA INC. a Delaware corporation
(the "Corporation"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (formerly Bank
One, Texas, N.A.), as Rights Agent (the "Rights Agent").
WHEREAS, the Corporation has entered into a Merger Agreement (as the same
may be amended from time to time, the "Merger Agreement") among Grupo Sanborns,
S.A. de C.V., a corporation organized under the laws of the United Mexican
States ("Parent"), TPC Acquisition Corp., a Delaware corporation and the
Corporation, providing for a tender offer and merger transaction (collectively,
the "Transaction") pursuant to which the Purchaser has offered to purchase all
of the outstanding shares of common stock, par value $.01 per share (the
"Shares"), of the Corporation;
WHEREAS, pursuant to the terms of the Merger Agreement, the Corporation has
agreed to amend the Rights Agreement as set forth in this Amendment;
WHEREAS, pursuant to Section 27 of the Rights Agreement, this Amendment may
be entered into by the Corporation and the Rights Agent without the approval of
any holder of the Rights (as defined therein) or of the Shares.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by adding the
following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary,
neither Parent nor Purchaser shall be or become an Acquiring Person as a result
of (i) the execution of the Merger Agreement, (ii) the announcement or making of
the Offer (as defined in the Merger Agreement), (iii) the acquisition of the
Shares pursuant to the Offer and the consummation of the Merger (as defined in
the Merger Agreement) or (iv) as result of any of the transactions contemplated
by the Merger Agreement."
2. Section 3(a) of the Rights Agreement is amended by adding the following
sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as a result of (i) the
execution of the Merger Agreement, (ii) the announcement or making of the Offer
(as
defined in the Merger Agreement), (iii) the acquisition of the Shares pursuant
to the Offer and the consummation of the Merger (as defined in the Merger
Agreement) or (iv) as a result of any of the transactions contemplated by the
Merger Agreement."
3. Section 13 of the Rights Agreement is hereby amended to add the
following sentence at the end thereof:
"Notwithstanding anything in the Rights Agreement to the contrary,
none of the following: (i) the execution of the Merger Agreement, (ii) the
announcement or making of the Offer (as defined in the Merger Agreement), (iii)
the acquisition of the Shares pursuant to the Offer and the consummation of the
Merger (as defined in the Merger Agreement) or (iv) the consummation of any of
the transactions contemplated by the Merger Agreement shall be a Section 13
Event nor shall any of such events cause the Rights to be adjusted or become
exercisable in accordance with Section 13 or otherwise."
4. This Amendment shall be effective as of January 23, 2000. The Rights
Agreement, as amended by this Amendment, shall remain in full force and effect
in accordance with its terms.
5. Capitalized terms used but not defined in this Amendment shall have the
respective meanings ascribed thereto in the Rights Agreement.
6. This Amendment shall be governed by the laws of the State of Delaware
and for all purposes shall be 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 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.
7. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
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 affected, impaired or invalidated.
-2-
IN WITNESS WHEREOF, the parties herein have caused this Agreement to be
duly executed and attested, all as of the date and year first above written.
COMPUSA INC.
By: /s/ James F. Halpin
------------------------------
Name: James F. Halpin
Title: President and
Chief Executive Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Herbert Lemmer
------------------------------
Name: Herbert Lemmer
Title: Vice President
-3-