SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (the "Amendment")
is entered into as of April 19, 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 (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(g) is amended by deleting the definition
of "Continuing Director" and replacing it with
"Intentionally Omitted."
2.2 The first sentence of Section 2(a) of the Rights
Agreement is hereby amended to delete the following words:
"and agent for the beneficial owners of the Rights
(who, in accordance with Section 3 hereof, shall
prior to the Distribution Date also be the holders
of the Common Shares)."
2.3 The first sentence of Section 3(a) is amended and
restated in its entirety to read as follows:
(a) Until the earlier of (i) the close of
business on the tenth day after a Stock Acquisition
Date involving an Acquiring Person, or (ii) the close
of business on the tenth day after the date that a
tender or exchange offer by any person (other than the
Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed
or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or
given within the meaning of Rule 14d-2(a) of the
General Rules and Regulations under the Exchange Act,
if upon consummation thereof, such Person would be the
Beneficial Owner of 23.1% or more of the Common Shares
then outstanding, provided that the Board of Directors
may extend by resolution the period referred to in (i)
or (ii) above, to a date which shall not be later than
the date upon which the Company's right of redemption
hereunder has expired (the earlier of (i) and (ii), as
it may be extended, being herein referred to as the
"Distribution Date"), (x) beneficial interests in the
Rights will be evidenced by the certificates for the
Common Shares registered in the names of the holders of
the Common Shares (which certificates for Common Shares
shall be deemed also to be certificates for beneficial
interests in the Rights) and not by separate
certificates, and (y) the Rights and beneficial
interests therein will be transferable only in
connection with the transfer of the underlying Common
Shares (including a transfer to the Company).
2.4 Section 11(a)(ii)(B) is amended by deleting the
words "Continuing Directors" therein and replacing them with
the words "Board of Directors" and by deleting the words
"such members of" at each place they appear therein.
2.5 Section 11(a)(iii) is amended by deleting the
words "Continuing Directors" therein and replacing them
with the words "Board of Directors" at each place they
appear therein.
2.6 Section 11(q) is amended by deleting the words
"Continuing Directors" therein and replacing them with the
words "Board of Directors."
2.7 Section 13(e) is amended by deleting the words
"Continuing Directors" therein and replacing them with the
words "Board of Directors."
2.8 Section 20(c) of the Rights Agreement is hereby
amended by adding the following words to the end of such
section:
"Anything to the contrary notwithstanding, in no
event shall the Rights Agent be liable for
special, punitive, indirect, consequential or
incidental loss or damage of any kind whatsoever
(including but not limited to lost profits), even
if the Rights Agent has been advised of the
likelihood of such loss or damage."
2.7 Section 21 is amended by deleting the words
"Continuing Directors" therein and replacing them with the
words "the Board of Directors."
2.8 The first sentence of Section 23(a) is amended and
restated in its entirety to read as follows:
(a) The Board of Directors of the Company may, at
its option, at any time prior to the earlier of (i) the
close of business on the tenth day following a Stock
Acquisition Date (or, if the Stock Acquisition Date
shall have occurred prior to the Record Date, the close
of business on the tenth day following the Record Date)
or such later date as the Board of Directors may
determine by resolution, or (ii) the Final Expiration
Date, redeem all but not less than all the then
outstanding Rights at a redemption price of $.01 per
Right, as such amount may be appropriately adjusted to
reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such
redemption price being hereinafter referred to as the
"Redemption Price") and the Company may, at its option,
pay the Redemption Price either in Common Shares (based
on the "current market price", as defined in Section
11(d)(i) hereof, of the Common Shares at the time of
redemption) or cash.
2.9 Section 26(a) is amended by deleting the words
"(which lengthening or shortening, following the first
occurrence of an event set forth in clauses (i) and (ii) of
the first proviso to Section 23(a) hereof, shall be
effective only if there are Continuing Directors and shall
require the concurrence of a majority of such Continuing
Directors)" in clause (iii) thereof.
2.10 Section 28 is amended by deleting the words
"(with, where specifically provided for herein, the
concurrence of the Continuing Directors") in the second and
third sentences thereof, and by deleting the words "or the
Continuing Directors" in the third sentence thereof.
2.11 Section 30 is amended by deleting the last
sentence thereof.
2.12 The "Form of Rights Certificate" attached as
Exhibit B to the Agreement is amended by deleting the last
sentence of the sixth paragraph thereof.
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.
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/ Stephen M. O'Hara
Name: Stephen M. O'Hara
Title: Chairman/CEO
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Jane A. Marten
Name: Jane A. Marten
Title: Assistant Vice President