EXHIBIT 99.4
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with Section 27 of the Rights
Agreement between FLEET BANK, N.A. F/K/A BANKBOSTON, N.A. (the
"Rights Agent") and THE BOMBAY COMPANY, INC. ("COMPANY") dated
June 1, 1995 (the "Agreement"), the Rights Agent and The Bombay
Company desire to amend the Agreement to appoint EquiServe Trust
Company, N.A.
2. EFFECTIVENESS. This Amendment shall be effective as of February
21, 2002 (the "Amendment") and all defined terms and definitions
in the Agreement shall be the same in the Amendment except as
specifically revised by the Amendment.
3. REVISION. The section in the Agreement entitled "Change of Rights
Agent" is hereby deleted in its entirety and replaced with the
following:
Change of Rights Agent. The Rights Agent or any successor Rights
Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company
and to each transfer agent of the Common Shares or Preferred
shares by registered or certified mail and to the holders of the
Right Certificates by first-class mail. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days'
notice in writing mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified mail,
and to the holders of the Right Certificates by first-class mail.
If the Rights Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such
removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated rights
Agent or by the holder of a Right Certificate (who shall, with
such notice, submit such holder's Right Certificate for inspection
by the company), then the registered holder of any Right
Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Company or by such a court, shall
be a corporation or trust company organized and doing business
under the laws of the United States, in good standing, which is
authorized under such laws to exercise corporate trust or stock
transfer powers and is subject to supervision or examination by
federal or state authority and which is individually or combined
with an affiliate at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100 million dollars.
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After appointment, the successor Rights Agent shall be vested with
the same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed;
but the predecessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than
the effective date of any such appointment the Company shall file
notice thereof in writing with the predecessor Rights Agent and
each transfer agent of the Common Shares or Preferred Shares, and
mail a notice thereof in writing to the registered holders of the
Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect
the legality or validity of the resignation or removal of the
Rights Agent or the appointment of the successor Rights Agent, as
the case may be.
4. Except as amended hereby, the Agreement and all schedules or
exhibits thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 22 day or February, 2002.
THE BOMBAY COMPANY, INC. FLEET BANK, N.A. F/K/A BANK BOSTON, N.A.
/s/ XXXXXXX X. XXXXXXXXXXXX /s/ XXXXX XXXXXX-XXXX
By: Xxxxxxx X. Xxxxxxxxxxxx By: Xxxxx Xxxxxx-Xxxx
Title:Vice President, Secretary Title: Managing Director,
and General Counsel Client Administration
EQUISERVE TRUST COMPANY, N.A.
/s/ XXXXX XXXXXX-XXXX
By: Xxxxx Xxxxxx-Xxxx
Title:Managing Director,
Client Administration
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