FIRST AMENDMENT TO
SHAREHOLDER RIGHTS AGREEMENT
First Amendment, effective as of December 8, 1999 (this "First
Amendment"), to the Shareholder Rights Agreement, dated as of January 30, 1998,
between Champps Entertainment, Inc., a Delaware corporation (the "Company"), and
American Stock Transfer and Trust Company, a New York trust company (the "Rights
Agent") (the "Rights Agreement").
W I T N E S S E T H
WHEREAS, Section 27 of the Rights Agreement provides that prior to the
Distribution Date (as defined therein), the Company and the Rights Agent shall,
if the Company so directs, amend or supplement any provision of the Rights
Agreement as the Company may deem necessary or desirable without the approval of
holders of the Company's common stock, par value $.01 per share (the "Common
Stock");
WHEREAS, the Company's Board of Directors have unanimously voted that
the Rights Agreement is no longer in the best interests of the holders of the
Company's Common Stock; and
WHEREAS, the Company desires to terminate the Rights Agreement prior to
the Final Expiration Date (as defined in the Rights Agreement).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree that the Rights Agreement
is hereby amended as follows:
1. Section 7(a) of the Rights Agreement is amended by deleting
Section 7(a) in its entirety and replacing it with the following:
Section 7. Exercise of Rights; Exercise Price; Expiration Date of
Rights.
(a) Subject to Section 7(e) hereof, the registered holder of any Right
Certificate may exercise the Rights evidenced hereby (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
and the certificate on the reverse side thereof duly executed, to the Rights
Agent at the office or offices of the Rights Agent designated for such purpose,
together with payment of the aggregate Exercise Price for the total number of
one one-hundredths of a share of Preferred Stock (or other securities, cash or
other assets, as the case may be) as to which such surrendered Rights are then
exercised, at or prior to the earlier of (i) the close of business on December
8, 1999 ("Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof or (iii) the time at which such Rights
are exchanged as provided in Section 24 hereof (the earlier of (i), (ii) or
(iii) being referred to as the "Expiration Date"). Except as set forth in
Section 7(e) hereof and notwithstanding any other provision in this Agreement,
any Person who prior to the Distribution Date becomes a record holder of shares
of Common Stock may exercise all of the rights of a registered holder of a Right
Certificate with respect to the Rights associated with such shares of Common
Stock in accordance with the provisions of this Agreement, as of the date such
Person becomes a record holder of shares of Common Stock.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the day and year first above written. This First
Amendment may be executed in one or more counterparts all of which shall be
considered one and the same amendment and each of which shall be deemed to be an
original.
CHAMPPS ENTERTAINMENT, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: General Counsel
AMERICAN STOCK TRANSFER AND
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
