AMENDMENT NO. 1 TO THE
RIGHTS AGREEMENT
Amendment No. 1, dated March 26, 2001, ("Amendment No. 1") to the
Rights Agreement (the "Rights Agreement"), dated as of April 11, 2000, by and
between Specialty Catalog Corp., a Delaware corporation (the "Company")
and Continental Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Rights Agreement.
WHEREAS, the parties now desire to amend the Rights Agreement, on the
terms and subject to the conditions set forth in this Amendment No. 1.
NOW, THEREFORE, in consideration of the premises and the respective
mutual covenants, representations and warranties herein contained, the parties
hereto hereby agree as follows:
1. Section 1(k) of the Rights Agreement is hereby amended by
deleting it in its entirety and inserting in its stead the following provision:
"Exempt Person" shall mean (i) any Person or group of
Persons who or which, prior to the time that such Person
or group of Persons shall become the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding,
shall receive the approval of the Board of Directors of
the Company of the transaction or transactions which
results in such Person or group of Persons, or Persons
later joining such Person or group of Persons otherwise
becoming an Acquiring Person or (ii) the Company or any
Subsidiary (as such term is hereinafter defined) of the
Company, in each case including, without limitation,
in its fiduciary capacity, any employee benefit plan of
the Company or of any Subsidiary of the Company, or any
entity or trustee holding Common Stock for or ursuant to
the terms of any such plan or for the purpose of funding
any such plan or funding other employee benefits for
employees of the Company or of any Subsidiary of the
Company.
2. The parties hereto understand that, pursuant to Section 27
of the Rights Agreement, this Amendment No. 1 shall become effective as of
March 26, 2001, whether or not also executed by the Rights Agent.
3. Each party executing this Amendment No. 1 represents and
warrants that the execution, delivery and performance by it of this
Amendment No. 1 has been duly authorized,
executed and delivered and constitutes a valid and binding agreement enforceable
against it in accordance with its terms.
4. Each party executing this Amendment No. 1 represents and
warrants that the execution, delivery and performance by it of this Amendment
No. 1 does not and will not contravene or conflict with or constitute a
violation of any provision of any law, regulation, judgment, injunction, order
or decree binding up or applicable to it.
5. The effective date of this Amendment No. 1 is March 26, 2001.
6. Except as expressly amended by this Amendment No. 1, the
Rights Agreement shall remain in full force and effect, and the parties hereto
agree to be bound by the Rights Agreement, as the same was in effect
immediately prior to the effectiveness of this Amendment No. 1.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment No. 1 as of the date first written above.
SPECIALTY CATALOG CORP.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Rights Agent
By:
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Name:
Title: