Exhibit 4.01


 


SECOND AMENDMENT TO RIGHTS AGREEMENT


 


This SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made
and entered into as of May 10, 2005 by and between Worldwide Restaurant
Concepts, Inc. (formerly Sizzler International, Inc.), a Delaware
corporation (the “Company”), and American Stock Transfer And Trust Company, a
New York banking corporation (the “Rights Agent”).  Except as otherwise provided herein, all
capitalized terms used herein shall have the meanings ascribed thereto in the
Rights Agreement (as defined below).


 


R  E  C  I
T  A  L  S


 


WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of January 22, 2001, as amended on April 30, 2002
(as amended, the “Rights Agreement”);


 


WHEREAS, pursuant to Section 27(a) of the Rights Agreement,
prior to earliest of (i) the date of the first Section 11(a)(ii) Event,
(ii) the date of the first Section 13(a) Event, (iii) the
Redemption Date and (iv) the Expiration Date, the Board of Directors of
the Company (the “Board”) may amend any provision of the Rights Agreement
without approval of any holders of Rights, and may direct the Rights Agent to
so amend the Rights Agreement; and


 


WHEREAS, none of the events specified above has yet occurred and,
subject to and in accordance with the terms of this Amendment, the Company and
the Rights Agent desire to amend the Rights Agreement in certain respects, as
more particularly set forth below, and the Board has approved such amendments.


 


A  G  R  E
E  M  E  N  T


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agree to
modify the Rights Agreement as set forth below.


 


1.                                       Amendments.


 


(a)                                  Section 1
of the Rights Agreement, with respect to the definition of “Acquiring Person,”
shall be amended to delete the word “or” which appears between subclauses (v) and
(vi) of such definition.  Section 1(a) shall
be further amended by adding the following language after the end of subclause (vi) in
the definition of “Acquiring Person”:


 


“or (vii) Pacific Equity Partners Pty Limited (“PEP”), Aus Bidco Pty
Limited (“Aus Bidco”), US Mergeco, Inc. (“Mergeco”) and any of their
respective Affiliates if any such parties become the Beneficial Owner of Voting
Shares as a result of the transactions contemplated by the Agreement and Plan
of Merger, dated as of April 28, 2005, by and among the Company, Aus Bidco
and Mergeco, as the same may be amended with the approval of the Company.”


 





















 


(b)                                 Section 1
of the Rights Agreement, with respect to the definition of “Expiration Date,”
shall be deleted in its entirety and replaced with the following definition of “Expiration
Date”:


 


““Expiration Date” shall mean the earlier of (i) the fifth
anniversary of the date of this Agreement and (ii) the time at which a
merger certificate is filed with the Secretary of State of the State of
Delaware as contemplated by the Agreement and Plan of Merger, dated as of April 28,
2005, by and among the Company, Aus Bidco and Mergeco, as the same may be amended
with the approval of the Company.”


 


(b)                                 Section 3(a) of
the Rights Agreement shall be amended by adding the following language at the
end of Section 3(a):


 


“; provided, however, that for avoidance of any doubt,
no Distribution Date shall be deemed to have occurred as a result of the
transactions contemplated by the Agreement and Plan of Merger, dated as of April 28,
2005, by and among the Company, Aus Bidco and Mergeco, as the same may be
amended with the approval of the Company.”


 


(c)                                  Section 11(a)(ii) of
the Rights Agreement shall be amended by adding the following language at the
end of the first sentence of Section 11(a)(ii):


 


“; provided, however, that for avoidance of any doubt,
no Section 11(a)(ii) Event shall be deemed to have occurred as a result
of the transactions contemplated by the Agreement and Plan of Merger, dated as
of April 28, 2005, by and among the Company, Aus Bidco and Mergeco, as the
same may be amended with the approval of the Company.”


 


(d)                                 Section 13(a) of
the Rights Agreement shall be amended by adding the following language at the
end of

Section 13(a):


 


“; provided, however, that for avoidance of any doubt,
no Section 13(a) Event shall be deemed to have occurred as a result
of the transactions contemplated by the Agreement and Plan of Merger, dated as
of April 28, 2005, by and among the Company, Aus Bidco and Mergeco, as the
same may be amended with the approval of the Company.”


 


2.                                       Confirmation
of the Rights Agreement.  Except as
amended or modified hereby, all terms, covenants and conditions of the Rights
Agreement as heretofore in effect shall remain in full force and effect and are
hereby ratified and confirmed in all respects.


 


3.                                       Governing
Law.  This Amendment shall be
governed by and constituted in accordance with the laws of the State of
Delaware applicable to contracts to be made and performed entirely within such
State.


 


4.                                       Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to
be an original and all such counterparts together, shall constitute one and the
same instrument.


 


2





















 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.


 


 


	
   

  	
  WORLDWIDE RESTAURANT CONCEPTS,

  INC (formerly SIZZLER INTERNATIONAL,

  INC.)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Green

  	
   

  
	
   

  	
  Name:

  	
  Michael
  Green

  
	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMERICAN STOCK TRANSFER AND

  TRUST COMPANY, as Rights Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph Wolf

  	
   

  
	
   

  	
  Name:

  	
  Joseph
  Wolf

  
	
   

  	
  Title:

  	
  Vice
  President