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EXHIBIT 4.1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
THIS AMENDMENT No. 1 (the "Amendment"), dated as of November 25, 1997
is between Cruise America, Inc., a Florida corporation (the "Company"), and
ChaseMellon Shareholder Services, LLC (formerly Mellon Securities Trust
Company), as rights agent (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent are parties to a Rights Agreement
dated as of March 8, 1989 (the "Rights Agreement").
B. Budget Group, Inc., a company formed under the laws of Delaware
("Parent"), CA Acquisition Corporation, a Florida corporation and a wholly-owned
subsidiary of Parent ("Sub"), and the Company propose to enter into a Plan and
Agreement of Merger dated as of November 25, 1997 (the "Merger Agreement")
pursuant to which Sub will be merged with and into the Company, with the Company
as the surviving corporation (the "Merger").
C. Pursuant to Section 26 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable, and the Company and
the Rights Agent desire to evidence such amendment in writing.
Accordingly, the parties agree as follows:
1. AMENDMENT OF SECTION 1(A). Section 1(a) of the Rights Agreement is
amended by inserting the following at the end of Section 1(a):
"Notwithstanding anything in this Rights Agreement to the contrary
neither Budget Group, Inc., a company formed under the laws of Delaware
("Parent"), CA Acquisition Corporation, a Florida corporation and
wholly owned subsidiary of Parent ("Sub"), nor any Affiliate or
Associate of Parent or Sub, shall be deemed to be an Acquiring Person
by virtue of either: (i) the Irrevocable Proxy Agreements to be entered
into as November 25, 1997 by and between Parent and each of Robert A.
Smalley, Robert A. Smalley, Jr., Randall S. Smalley and Sally Smalley
DiLucente (the "Proxy Agreements"); or (ii) the Plan and Agreement of
Merger, to be entered into as of November 25, 1997, between the
Company, Parent and Sub, as it may be amended or supplemented from time
to time in
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accordance with its terms (the "Merger Agreement" and together with the
Proxy Agreements, sometimes hereinafter the "Acquisition Agreements"),
or by virtue of consummation of any of the transactions contemplated by
the Acquisition Agreements."
2. AMENDMENT TO SECTION 1(P). Section 1(p) of the Rights Agreement is
hereby amended in
its entirety as follows:
"(p) "Final Expiration Date" means the earlier to occur of (x)
the "Effective Time," as such term is defined in the Merger Agreement
(as defined in Section 1(a)) or (y) the close of business on March 8,
1999."
3. AMENDMENT OF SECTION 1(C)(C). Section 1(c)(c) of the Rights
Agreement is amended by adding the following sentence at the end thereof:
"Notwithstanding the foregoing or anything in this Rights Agreement to
the contrary, a Stock Acquisition Date shall not be deemed to have
occurred by virtue of the execution and delivery of the Acquisition
Agreements or consummation of the transactions contemplated thereby."
4. AMENDMENT OF SECTION 13(D). Section 13(d) of the Rights Agreement is
hereby amended by inserting the following sentence as the penultimate sentence
thereof:
"Notwithstanding the foregoing, this Section 13 shall not apply to the
Merger or as a result of the execution and delivery of the Acquisition
Agreements or the consummation of the transactions contemplated
thereby."
5. EFFECTIVENESS. This Amendment shall be deemed effective as of
November 25, 1997 as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. MISCELLANEOUS. This Amendment shall be deemed to be a contract made
under the laws of the State of Florida 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. 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 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.
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EXECUTED as of the date first set forth above.
Cruise America, Inc.,
Attest: a Florida corporation
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Name: Name:
Title: Title:
ChaseMellon Shareholder Services, LLC
(formerly Mellon Securities Trust
Company), as Rights Agent
Attest:
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Name: Name:
Title: Title:
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