EXHIBIT 4.1
AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of
March 1, 2000, is between TANDYCRAFTS, INC., a Delaware corporation (the
"Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK (the "Rights Agent"), at
the direction of the Company.
WHEREAS, the Company and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a
New Jersey limited liability company, a predecessor to the Rights Agent, entered
into a Rights Agreement dated as of May 19, 1997 (the "Rights Agreement");
WHEREAS, the Rights Agent has accepted assignment of the Rights
Agreement and has agreed to assume each and every right, duty, obligation and
interest of ChaseMellon Shareholder Services, L.L.C. under the Rights Agreement;
WHEREAS, Section 27 of the Rights Agreement permits the amendment of
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the Rights Agreement by the Board of Directors of the Company;
WHEREAS, pursuant to a resolution duly adopted on March 1, 2000, the
Board of Directors of the Company has adopted and authorized the amendment of
the Rights Agreement so that the Rights Agreement will, among other things, no
longer require certain action to be taken by "continuing directors";
WHEREAS, the Board of Directors of the Company has resolved and
determined that such amendment is desirable and consistent with, and for the
purpose of fulfilling, the objectives of the Board of Directors in connection
with the original adoption of the Rights Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. AMENDMENT OF SECTION 1.
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Section 1(h) of the Rights Agreement is hereby amended in its entirety
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to read as follows:
"(h) [intentionally left blank]."
All references in the Rights Agreement to "Continuing Directors" are deleted
mutatis mutandis.
Section 1(o) of the Rights Agreement is hereby amended in its entirety
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to read as follows:
"(o) "Requisite Majority" means, at any time, the affirmative
vote of a majority of the directors then in office."
2. AMENDMENT OF SECTION 29.
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Section 29 of the Rights Agreement is amended by deleting (i) each
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occurrence of the phrase "(with, where specifically provided for in this
Agreement, the concurrence of the Continuing Directors)" in the second and third
sentences of said section and (ii) the phrase "or the Continuing Directors" in
the third sentence of said section.
3. AMENDMENT TO EXHIBIT B.
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Exhibit B to the Rights Agreement is amended by (i) deleting the last
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sentence of the second paragraph and replacing such sentence with the following:
"A majority of the directors may in their discretion vote to extend
the Distribution Date."
and (ii) deleting the portion of the seventh paragraph that states "(including a
majority of the Continuing Directors)."
4. EFFECTIVENESS.
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This Amendment to the Rights Agreement shall be effective as of the
date of this Amendment, and all references to the Rights Agreement shall, from
and after such time, be deemed to be references to the Rights Agreement as
amended hereby.
5. CERTIFICATION.
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The undersigned officer of the Company certifies by execution hereof
that this Amendment is in compliance with the terms of Section 27 of the Rights
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Agreement.
6. MISCELLANEOUS.
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This Amendment may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If
any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date and year first above written.
TANDYCRAFTS, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President and Chief Operating Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as
Rights Agent
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Senior Account Manager
