exv4w1



 





Exhibit 4.1




AMENDMENT NO. 2 TO

RIGHTS AGREEMENT




     This Amendment No. 2, dated as of March 24, 2006 (this “Amendment”), to the Rights
Agreement, dated as of May 22, 1998 (as in effect from time to time, the “Rights
Agreement”), by and between Wild Oats Markets, Inc., a Delaware corporation (the
“Company”), and Wells Fargo Bank, N.A., as successor in interest to Norwest Bank
Minneapolis, N.A. (the “Rights Agent”). Capitalized terms used but not defined shall have
the meanings set forth in the Rights Agreement.



W I T N E S S E T H:




     WHEREAS, the Board of Directors of the Company approved the terms and conditions of this
Amendment and the entering into by the Company of this Amendment on March 24, 2006; and



     WHEREAS, the parties hereto constitute all of the parties to the Rights Agreement that are
required, pursuant to Section 27 thereof, to amend certain of the terms of the Rights Agreement as
set forth in the Amendment;



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Amendment of the Rights Agreement. Section 1(a) of the Rights Agreement is hereby
amended in its entirety to read as follows:



     “Acquiring Person” means any Person that, together with all Affiliates and
Associates of such Person, is the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding, but shall not include (i) 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; (ii) any
Person who would otherwise become an Acquiring Person solely as a result of a
reduction in the number of shares of Common Stock outstanding due to the
acquisition of shares of Common Stock by the Company or a Subsidiary of the
Company, unless and until such Person shall thereafter purchase or otherwise
become the Beneficial Owner of additional shares of Common Stock constituting one
percent or more of the then outstanding shares of Common Stock; or (iii) any of
Ronald W. Burkle, Yucaipa American Management, LLC, Yucaipa American Funds, LLC,
Yucaipa American Alliance Fund I, LLC, Yucaipa American Alliance Fund I, LP or
Yucaipa American Alliance (Parallel) Fund I, LP or any of their respective
Affiliates or Associates (but only so long as none of the Persons described in
this clause (iv) is the Beneficial Owner of 20% or more of the shares of Common
Stock then outstanding. Notwithstanding the foregoing, if the Board of Directors
of the Company determines in good faith that a Person who would otherwise be an
“Acquiring Person,” as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such Person divests as promptly
as practicable a sufficient number of shares of Common Stock so that such Person
would no longer be an “Acquiring Person,” as defined pursuant to the foregoing
provisions of this paragraph (a), such Person shall not be deemed to be an
“Acquiring Person” for any purposes of this Agreement.



     2. Effect of Amendment. Except as expressly set forth herein, this Amendment shall
not alter, modify, amend or in any affect any of the terms, conditions, covenants, obligations or
agreements contained in the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue to be in full force and effect.



 









 





     3. Severability. If any term 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.



     4. Governing Law. This Amendment shall be deemed to be a contract made under Delaware
law and for all purposes shall be governed by and construed in accordance with Delaware law
applicable to contracts made and to be performed entirely within such state.



     5. Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall be an original, and all of which shall together constitute a single instrument.



     6. Descriptive Headings. Descriptive headings of the Sections of this Amendment are
inserted for convenience only and shall not affect the meaning of this Amendment.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	WILD OATS MARKETS, INC.

 	 
	 	By:  	/s/ Freya R. Brier
 	 
	 	 	Name:  	Freya R. Brier 	 
	 	 	Title:  	Sr. V.P. and Secretary 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Jennifer Leno
 	 
	 	 	Name:  	Jennfier Leno 	 
	 	 	Title:  	Assistant Vice President