EXHIBIT 4
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
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Amendment No. 1, dated as of February 1, 2000 (this "Amendment"), to
that certain Registration Rights Agreement, dated as of January 28, 1999 (the
"Agreement") by and among Barneys New York, Inc., a Delaware corporation
("Company"), and the holders listed on the signature pages thereof
(collectively, the "Holders").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Company and the Series 1 Holders desire to amend the
Agreement, as it relates to the Series 1 Holders, as set forth below;
NOW, THEREFORE, in consideration of the premises and agreements
hereinafter contained, it is agreed as follows:
1. Defined Terms. All capitalized terms used and not otherwise defined
in this Amendment shall have the meanings ascribed thereto in the Agreement.
2. Amendment of Section 2. Section 2 of the Agreement is hereby amended
to add the following sentence to the end thereof:
Each Series 1 Holder acknowledges and agrees that if any Person shall
request, pursuant to a contractual right of such Person, that Shares
held by such Person be included in any registration statement filed
pursuant to this Section 2, then the Shares to be registered on behalf
of such Person and such Series 1 Holder shall be subject to reduction
as set forth in the third sentence of the second paragraph of Section
3.
3. Effect of Amendment. Except as amended hereby, the Agreement shall
remain and continue in full force and effect.
4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same document.
NY2:\600180\01\CV3_01!.DOC\21645.0001
IN WITNESS WHEREOF, Company and the Series 1 Holders have executed this
Agreement as of the date first above written.
BARNEYS NEW YORK, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President
BAY HARBOUR MANAGEMENT L.C., for its
Managed Accounts
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Principal and Portfolio
Manager
WHIPPOORWILL ASSOCIATES, INC., as agent
and/or general partner for its discretionary
accounts and as investment advisor to
Whippoorwill/Barney's Obligations Trust -
1996
By: /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
Title: Managing Director
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