EXHIBIT 4.3
[Letterhead of Barneys New York, Inc.]
May 2,2000
American Stock Transfer & Trust Company
0000 00xx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xx. Xxxxxx Xxxxx
Gentlemen:
Reference is made to that certain Warrant Agreement by and
between Barneys New York, Inc. and American Stock Transfer & Trust Company dated
as of January 28, 1999 (the "Warrant Agreement"). Pursuant to Section 17.6 of
the Warrant Agreement, Section 3.1 of the Warrant Agreement is hereby amended to
change the Exercise Period by deleting the words "May 15, 2000" and inserting
therefor the words "May 30, 2000."
Please confirm your acceptance of the foregoing amendment
by countersigning and returning a copy of this letter to the undersigned.
Very truly yours,
BARNEYS NEW YORK, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED:
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
