Exhibit 4.1




 




FIRST AMENDMENT TO RIGHTS AGREEMENT




 




This First

Amendment (this “Amendment”) to the Rights Agreement, dated as of

October 27, 2000 (the “Rights Agreement”), is made and entered into as

of the 24th day of April, 2003 by and between COASTCAST CORPORATION, a

California corporation (the “Company”), and MELLON INVESTOR SERVICES

LLC, as rights agent (the “Rights Agent”).




 




WHEREAS, the

Board of Directors of the Company (the “Board of Directors”) has

determined that it is in the best interests of the Company and its shareholders

to amend the Rights Agreement to permit certain potential acquirers to take

preliminary actions in view of a potential acquisition of the Common Stock of

the Company without triggering a distribution of Rights within the terms of the

Rights Agreement.




 




WHEREAS,

pursuant to Section 27 of the Rights Agreement, the Company and the Rights

Agent have agreed to amend the Rights Agreement as set forth herein;




 




NOW,

THEREFORE, in consideration of the premises and the mutual agreements set forth

herein, the parties hereto hereby agree as follows:




 




Section 1.               All capitalized terms not

otherwise defined in this Amendment shall have the meanings set forth in the

Rights Agreement, and all inconsistencies between this Amendment and the Rights

Agreement shall be resolved in favor of this Amendment.




 




Section 2.               The definition of “Beneficial

Owner” and “Beneficially Own” in Section 1 of the Rights Agreement

is hereby amended and restated in its entirety as follows:




 




“A Person

shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially

Own” any securities:




 




(i)            that such Person or

any of such Person’s Affiliates or Associates beneficially owns, directly or

indirectly, for purposes of Section 13(d) of the Exchange Act and Rule

13d-3 promulgated under the Exchange Act, in each case as in effect on the date

hereof;




 




(ii)           that such Person or

any of such Person’s Affiliates or Associates has the right to acquire (whether

such right is exercisable immediately, or only after the passage of time,

compliance with regulatory requirements, the fulfillment of a condition or

otherwise) pursuant to any agreement, arrangement or understanding, or upon the

exercise of conversion rights, exchange rights (other than these Rights),

rights, warrants or options, or otherwise; provided, however,

that a Person shall not be deemed the Beneficial Owner of, or to Beneficially

Own, securities tendered pursuant to a tender offer or exchange offer made by

or on behalf of such Person or any of such Person’s Affiliates or Associates

until such tendered securities are accepted for purchase or exchange;




 




(iii)          that such Person or

any such Person’s Affiliates or Associates has the right to vote, whether alone

or in concert with others, pursuant to any agreement, arrangement or

understanding; provided, however, that a Person shall not be

deemed the Beneficial Owner of, or to Beneficially Own, any security if the

agreement, arrangement or understanding to vote such security (A) arises solely

from a revocable proxy given to such Person or any of such Person’s Affiliates

or Associates in response to a public proxy solicitation made pursuant to and

in accordance with the applicable rules and regulations 




 





























 




promulgated

under the Exchange Act, and (B) is not also then reportable on

Schedule 13D under the Exchange Act (or any comparable or successor

report);




 




(iv)          that are

Beneficially Owned, directly or indirectly, by any other Person with which such

Person or any of such Person’s Affiliates or Associates has any agreement, arrangement

or understanding for the purpose of acquiring, holding, voting (other than

voting pursuant to a revocable proxy as described in the proviso to clause (iii) of

this definition of “Beneficial Owner”) or disposing of any securities of the

Company; and




 




(v)           that, on any day on

or after the Distribution Date, evidence Rights that prior to such date were

represented by certificates for Common Shares that such Person Beneficially

Owns on such day.




 




Notwithstanding

anything to the contrary in this Section l, (A) a Person engaged in

business as an underwriter of securities shall not be deemed to be the

Beneficial Owner of, or to Beneficially Own, any securities acquired through

such Person’s participation in good faith in a firm commitment underwriting until

the expiration of 40 days after the date of such acquisition, and (B) none

of the Persons listed on Exhibit A attached to this Amendment (which Exhibit

may be amended from time to time after the date hereof with the approval of the

Board of Directors of the Company (or a committee thereof given the authority

to do so)) shall be deemed to be the Beneficial Owner of, or to Beneficially

Own, any securities beneficially owned by any other Person listed thereon by

reason of any agreement, arrangement or understanding among such Persons for

the purpose of formulating and submitting a bid to acquire the Common Stock of

the Company.”




 




Section 3.               The definition of “Person”

in Section 1 of the Rights Agreement is hereby amended and restated in its

entirety as follows:




 




“Person” shall mean any individual, firm, partnership,

corporation, association, trust, joint venture, limited liability company,

unincorporated organization, group (as such term is used in Rule 13d-5

promulgated under the Exchange Act as in effect on the date hereof) or other

entity, and shall include any successor (by merger or otherwise) of such

entity; provided, however, that none of the Persons listed on

Exhibit A attached to this Amendment (which Exhibit may be amended from time to

time after the date hereof with the approval of the Board of Directors of the

Company (or a committee thereof given the authority to do so)) nor any

combination of such Persons shall be deemed to be a group or otherwise

constitute a single Person by reason of any agreement, arrangement or

understanding among such Persons for the purpose of formulating and submitting

a bid to acquire the Common Stock of the Company.”




 




Section 4.               Except as amended hereby, the

Rights Agreement shall remain in full force and effect.




 




Section 5.               This Amendment may be executed by

facsimile and in two or more counterparts, each of which will be deemed to be

an original and all of which together will constitute one and the same

document.




 




[Signature page

follows]




 





























 




IN WITNESS

WHEREOF, the parties hereto have caused this Amendment to be duly executed as

of the day and year first above written.




 




 




	

   


  	

   


  	

  COASTCAST

  CORPORATION


  
	

   


  
	

   


  
	

  Attest:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  	

  Name:


  
	

   


  	

  Title:


  	

   


  	

   


  	

  Title:


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  MELLON

  INVESTOR SERVICES LLC


  
	

   


  
	

  Attest:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  	

  Name


  
	

   


  	

  Title:


  	

   


  	

   


  	

  Title:


  





 





























 




 




EXHIBIT A




 




TO




 




FIRST AMENDMENT TO RIGHTS AGREEMENT




 




 




 




Hans A. Buehler*




Vivian Buehler*




Golden Band, L.P.




Longview Enterprises, Inc.




The Buehler Living Trust




The Buehler Family Foundation




Paul A. Novelly*




The Novelly Exempt Trust U/I Dated August 12, 1992




 






















*              Including any

members of their immediate family and any trusts established for the benefit of

such individuals (or their immediate family).