AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated as of February
29, 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 the
Rights Agreement by the Board of Directors of the Company;
WHEREAS, pursuant to a resolution duly adopted on February 29, 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 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 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
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
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
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/ James D. Allen
---------------------------------
Name: James D. Allen
Title: President and Chief Operating
Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as
Rights Agent
By:
---------------------------------
Name: _________________________________
Title: _________________________________
ASSIGNMENT AND ASSUMPTION OF RIGHTS AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF RIGHTS AGREEMENT (this "Assumption"), is
between TANDYCRAFTS, INC., a Delaware corporation (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK (the "Rights Agent").
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, subsequently, the Rights Agent succeeded ChaseMellon Shareholder
Services, L.L.C. as the Company's transfer agent;
WHEREAS, the Rights Agent wishes to document its acceptance, assumption and
assignment of the Rights Agreement and wishes to assume each and every right,
duty, obligation and interest of ChaseMellon Shareholder Services, L.L.C. under
the Rights Agreement;
NOW, THEREFORE, the parties agree as follows:
1. ASSUMPTION.
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The Rights Agent hereby agrees to perform and assumes each and every right,
duty, obligation and interest of ChaseMellon Shareholder Services, L.L.C. under
the Rights Agreement. The Rights Agent hereby accepts the assignment of the
Rights Agreement from ChaseMellon Shareholder Services, L.L.C.
2. EFFECTIVENESS.
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This Assumption shall be effective as of the date that Rights Agent
officially became the Company's transfer agent.
3. MISCELLANEOUS.
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This Assumption 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 Assumption 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 Assumption 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 Assumption to be
duly executed as of the date and year first above written.
TANDYCRAFTS, INC.
By: James D. Allen
---------------------------------
Name: James D. Allen
Title: President and Chief Operating
Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as
Rights Agent
By:
---------------------------------
Name: _________________________________
Title: _________________________________