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Exhibit 4.1
Amendment No. 2 to Rights Agreement
This Amendment No. 2, dated as of May 3, 2000, between Eskimo Pie
Corporation, a Virginia corporation (the "Company"), and First Union National
Bank, as successor Rights Agent (the "Bank").
WHEREAS, the Company and Mellon Securities Trust Company entered into a
Rights Agreement dated as of January 21, 1993 (the "Original Agreement");
WHEREAS, the Original Agreement was amended pursuant to Amendment No. 1
dated as of November 23, 1998 (the "First Amendment") (the Original Agreement as
amended by the First Amendment is hereinafter referred to as the "Rights
Agreement");
WHEREAS, the Company has entered into an Agreement and Plan of
Merger between CoolBrands International Inc., a Canadian corporation, EP
Acquisition Corp., a Virginia corporation and the Company (the "Acquisition
Agreement");
WHEREAS, pursuant to the Acquisition Agreement, the Company has agreed
to make certain amendments to the Rights Agreement, as set forth below;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
has directed the Bank as successor Rights Agent to execute this Amendment No. 2
in order to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. The definition of "Acquiring Person" set forth in Section 1(a) of the
Rights Agreement shall be deleted in its entirety and the following is
substituted therefore:
(a) "Acquiring Person" shall mean any Person (as
hereinafter defined) who or which, together with all
Affiliates and Associates (as hereinafter defined) of such
Person, shall at any time become the Beneficial Owner (as
hereinafter defined) of 20% or more of the shares of Common
Stock then outstanding, but shall not include the Company, any
Subsidiary (as hereinafter defined) 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, or either of CoolBrands International Inc. or EP
Acquisition Corp. with respect to or as a consequence of any
action taken by them, or either of them, pursuant to that
certain Agreement and Plan of Merger dated May 3, 2000,
between CoolBrands International Inc., EP Acquisition Corp.,
and the Company, as amended from time to time.
2. Except as amended hereby, the Rights Agreement remains unchanged and in
full force and effect and is ratified and confirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Rights Agreement to be duly executed, all as of the day and year first
written above.
ESKIMO PIE CORPORATION
By /s/ David B. Kewer
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David B. Kewer
President and Chief Executive Officer
FIRST UNION NATIONAL BANK
By /s/ Holly Drummond
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Name: Holly Drummond
Title: Trust Officer
