Amendment No. 1 to Rights Agreement dated 2/25/04



 Exhibit 4.3 
  

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 
  
 THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of February 25, 2004, is between InterTAN, Inc., a Delaware corporation
(the “Company”), and EquiServe Trust Company, N.A., as successor to BankBoston, N.A., c/o EquiServe, Inc., as rights agent (the “Rights Agent”). 
  
 R E C I T A L S : 
  
 1. The Company and the Rights Agent are parties to a Rights Agreement dated as of September 8, 1999 (the “Agreement”). 
  
 2. The Board of Directors of the Company deems it desirable to amend the
Agreement pursuant to the provisions of Section 27 of the Agreement to make certain modifications to the Agreement upon the terms and conditions hereinafter set forth. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as
follows: 
  
 1. Defined Terms. Capitalized terms
used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. 
  
 2. Amendment of Section 1. Section 1 of the Agreement is amended in the following respects: 
  
 (a) by adding thereto a new definition of the term
“Restructuring Merger” that shall read in its entirety as follows: 
  
 “Restructuring Merger” shall mean the merger of the Company with any of its direct or indirect subsidiaries, where the purpose of such merger is to cause the Company to become a direct or indirect,
wholly-owned subsidiary of a Person that prior to the effective time of such merger had been a direct or indirect, wholly-owned subsidiary of the Company (the “New Parent”). 
  
 (b) by adding thereto a new definition of the term “New Parent” that shall read in its entirety as
follows: 
  
 “New Parent” shall have
the meaning set forth in the definition of Restructuring Merger. 
  
 (c) by adding thereto a new definition of the term “Restructuring Merger Agreement” that shall read in its entirety as follows: 
  
 “Restructuring Merger Agreement” shall have the meaning set forth in Section 34 hereof.

  
 3. Amendment of Section 7. Paragraphs (a) and
(b) of Section 7 of the Agreement are amended and restated to read in their entirety as follows: 







 Section 7. Exercise of Rights; Expiration Date of Rights. 
  
 (a) Subject to Section 7(e) hereof and except as otherwise
provided herein (including Section 24 hereof), each Right shall entitle the registered holder thereof, upon exercise thereof as provided herein, to purchase for the Purchase Price, at any time after the Distribution Date and at or prior to the
earliest of (i) the close of business on September 21, 2009 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which the
Rights are exchanged as provided in Section 24 hereof, and (iv) immediately prior to the effective time of a Restructuring Merger, one one-hundredth of a Preferred Share, subject to adjustment from time to time as provided in Section 11 or 13
hereof. 
  
 (b) The registered holder of any
Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the
reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the
Rights are exercised, at or prior to the earliest of (i) the Final Expiration Date, (ii) the Redemption Date, (iii) the time at which the Rights are exchanged as provided in Section 24 hereof, and (iv) immediately prior to the effective time of a
Restructuring Merger. 
  
 4. Addition of New Sections 34
and 35. The Agreement is amended by adding new Sections 34 and 35 thereof that shall read in their entirety as follows: 
  
 Section 34. Exception for Restructuring Merger. Notwithstanding any provision of this Agreement to the contrary, (i) neither a
Distribution Date, Flip-In Event, Flip-In Trigger Date, Flip-Over Event, nor a Shares Acquisition Date shall be deemed to have occurred, (ii) none of the New Parent, or any of its Affiliates or Associates, shall be deemed to have become an Acquiring
Person, and (iii) no holder of any Rights shall be entitled to exercise such Rights under, or be entitled to any rights under, the Agreement, including without limitation pursuant to any of Sections 3, 7, 11 or 13 of this Agreement, in any such case
by reason of (a) the approval, execution or delivery of a merger agreement providing for a Restructuring Merger, or any amendments thereof, approved in advance by the Board of Directors of the Company (each, a “Restructuring Merger
Agreement”), (b) the adoption of a Restructuring Merger Agreement by the Company’s stockholders, (c) the exchange of the Company’s Common Shares pursuant to a Restructuring Merger Agreement, or (d) the consummation of any of the
transactions contemplated by a Restructuring Merger Agreement in accordance with the provisions thereof, including the Restructuring Merger provided for in such Restructuring Merger Agreement. 
  
 Section 35. Termination. Notwithstanding anything to
the contrary contained herein, this Agreement shall terminate at the effective time of any Restructuring Merger. 
  

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 5. Effectiveness. This Amendment shall be deemed effective as of the date set forth above.
Except as amended hereby, the 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 Delaware 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, 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 affected, impaired or invalidated. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set
forth above. 
  

					
	INTERTAN, INC. 
		
	By:	 	/s/    JEFFREY A. LOSCH        
	 	 	

	 	 	Name:	 	Jeffrey A. Losch
	 	 	 	 	

	 	 	Title:	 	Senior Vice President, Secretary and General Counsel
	 	 	 	 	



  

					
	EQUISERVE TRUST COMPANY, N.A., AS SUCCESSOR TO
BANKBOSTON, N.A.
		
	By:	 	/s/    DENNIS V. MOCCIA
	 	 	

	 	 	Name:	 	Dennis V. Moccia
	 	 	 	 	

	 	 	Title:	 	Managing Director
	 	 	 	 	



  

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