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EXHIBIT 2
AMENDMENT TO RIGHTS AGREEMENT
This amendment to Rights Agreement (this "Amendment") is entered into
by Garden Ridge Corporation, a Delaware corporation ("Garden Ridge"), and Xxxxx
Xxxxxx Shareholder Services, L.L.C. (the "Rights Agent") effective as of
November 22, 1999.
WHEREAS, Garden Ridge and the Rights Agent desire to amend that certain
Rights Agreement dated as of June 4, 1997, as amended (the "Agreement"), as
provided therein pursuant to Section 29 of the Agreement, which authorizes
Garden Ridge to supplement or amend the Agreement without the approval of any
holders of Rights Certificates (as defined in the Agreement).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
1. All capitalized terms used herein shall have the meaning set forth
in the Agreement.
2. The definition of "Acquiring Person" in Section 1 of the Agreement
is hereby amended and restated in its entirety to read as follows:
"Acquiring Person" shall mean:
(i) any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of 25% or more
of the Voting Shares of the Company then outstanding, but shall not
include (A) the Company, (B) any Subsidiary of the Company, (C) any
employee benefit plan of the Company or of any Subsidiary of the
Company or (D) any trustee of or fiduciary with respect to any such
plan when acting in such capacity. Notwithstanding anything in this
Agreement to the contrary, so long as that certain Plan and Agreement
of Merger dated as of November 22, 1999 by and between the Company and
GR Acquisition Corporation (the "Merger Agreement"), has not been
terminated pursuant to the terms thereof, neither GRDG Holdings, LLC,
GR Acquisition Corporation, Three Cities Fund III, L.P. nor any of
their respective Affiliates shall be deemed to be an Acquiring Person
solely by reason of the execution, delivery and performance of the
Merger Agreement, including the Offer (as such term is defined in the
Merger Agreement) or the announcement, making or consummation of the
Offer,
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the consummation of the Merger (as defined in the Merger Agreement) or
any other transactions contemplated by the Merger Agreement. If any of
these exceptions to the definition of an Acquiring Person apply, then
the Person to whom the exception pertains shall not be an Acquiring
Person for any purpose under this Agreement, including, without
limitation, with respect to the definitions of Distribution Date,
Section 12(a)(ii) Event, Section 14 Event, Stock Acquisition Date and
Triggering Event.
(ii) notwithstanding any provision of the Agreement to the
contrary, (A) no Distribution Date, Section 12(a)(ii) Event, Section 14
Event, Stock Acquisition Date or Triggering Event shall be deemed to
have occurred, (B) neither GRDG Holdings, LLC, GR Acquisition
Corporation, Three Cities Fund III, L.P. nor any of their respective
Affiliates shall be deemed to have become an Acquiring Person, and (C)
no holder of Rights shall be entitled to exercise such Rights under, or
be entitled to any other rights pursuant to, this Agreement solely by
reason of (A) the approval, execution or delivery of the Merger
Agreement, (B) the acquisition of Common Shares pursuant to the Offer,
or (C) the consummation of the Merger.
(iii) notwithstanding the foregoing parts of this definition,
no Person shall become an "Acquiring Person" as the result of an
acquisition of Voting Shares by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of
shares beneficially owned by such Person to 25% or more of the Voting
Shares of the Company then outstanding; provided, however, that, if a
Person shall become the Beneficial Owner of 25% or more of the Voting
Shares of the Company then outstanding by reason of share purchases by
the Company and shall after such share purchases by the Company and at
a time when such Person is the Beneficial Owner of 25% or more of the
Voting Shares of the Company then outstanding, become the Beneficial
Owner of any additional Voting Shares of the Company, then such Person
shall be deemed to be an "Acquiring Person."
(iv) notwithstanding the foregoing parts of this definition,
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 parts (i) and (ii) of this definition has become such
inadvertently, and such Person divests a sufficient number of Voting
Shares so that such Person would no longer be an "Acquiring Person," by
such deadline as the Board of Directors shall set, then such Person
shall not be deemed to be an "Acquiring Person" for any purposes of
this Agreement.
3. A new Section 26 shall be added (and the numbering of subsequent
sections altered accordingly) as follows:
Section 26. Termination. Upon the acquisition of shares of
Common Shares pursuant to the Offer (as defined in the Merger
Agreement), and without any further action and without any notice, the
right to exercise the Rights will terminate and the holders of Rights
will have no further rights under this Agreement.
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4. Except as specifically provided herein, the Agreement shall continue
in full force and effect in accordance with its terms without amendment or
modification.
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IN WITNESS WHEREOF, the undersigned parties hereby execute and agree to
be bound by this Amendment, effective as of the date first written above.
GARDEN RIDGE CORPORATION
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Chief Financial Officer
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Countersigned:
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Relationship Manager
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