AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
June 15, 2005, is between Nathan's Famous, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, as rights agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Third Amended
and Restated Rights Agreement, dated as of December 10, 1999 (the "Rights
Agreement"); and
WHEREAS, pursuant thereto and the provisions of the certificate of
incorporation of the Company, the Company distributed a Right (as defined in the
Rights Agreement) to each holder of shares of Common Stock (as defined in the
Rights Agreement) of the Company; and
WHEREAS, the Company desires to amend the Rights Agreement pursuant to
Section 27 of the Rights Agreement as set forth below.
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 7.
Section 7 of the Rights Agreement is amended by deleting subsection (a)
thereof and replacing it in its entirety with the following:
"(a) Subject to Section 7(e) hereof, 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 of the Rights
Agent in New York, New York, together with payment of the Purchase
Price for each share of the Common Stock as to which the Rights are
exercised, at or prior to the close of business on the earlier of (i)
June 19, 2010 (the "Final Expiration Date"), or (ii) the date on which
the Rights are redeemed as provided in Section 23 (such earlier date
being herein referred to as the "Expiration Date"); or (iii) the time
at which the Rights are exchanged as provided in Section 24 hereof;
provided, however, that if the number of Rights exercised would
entitle the holder thereof to receive any fraction of a share of
Common Stock greater than one-half of a share, the holder thereof
shall not be entitled to exercise such Rights unless such holder
concurrently purchases from the Company (and in such event the Company
shall sell to such holder), at a price in proportion to the Purchase
Price, an additional fraction of a share of Common Stock which, when
added to the number of shares of Common Stock to be received upon such
exercise, will equal an integral number of shares of Common Stock."
2. MISCELLANEOUS.
Except as expressly amended hereby, the Rights Agreement shall continue in
full force and effect in accordance with the provisions thereof on the date
hereof. 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. Terms not defined herein shall, unless the
context otherwise requires, have the meanings assigned to such terms in the
Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
NATHAN'S FAMOUS, INC.
By: /s/Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
AMERICAN STOCK TRANSFER & TRUST COMPANY
as Rights Agent
By: /s/Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
