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EXHIBIT 4.1
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT
This First Amendment, dated as of October 3, 2005 (this
"Amendment"), to the Amended and Restated
Stockholders Rights Agreement, dated
as of April 28, 1999 (the "Rights
Agreement"), is made between Whitehall
Jewellers, Inc., a Delaware corporation
(the "Company"), and LaSalle Bank, a
national banking association (the "Rights
Agent"). Capitalized terms not
otherwise defined herein have the meaning
given to such terms in the Rights
Agreement.
WHEREAS, the Company has proposed to enter into a Securities
Purchase Agreement dated as of October __,
2005 (the "Purchase Agreement")
pursuant to which, among other things, the
investor or investors listed on the
schedule attached thereto from time to time
(individually, a "Buyer" and
collectively, the "Buyers") will purchase
Securities (as such term is defined
therein);
WHEREAS, the Company and the Rights Agent desire to amend the
Rights Agreement to exempt the issuance of
the Securities (as defined in the
Purchase Agreement) and to correct the
reference to the Rights Agreement in the
stock certificate legend;
WHEREAS, the Board of Directors of the Company has approved
this Amendment and authorized its
appropriate officers to execute and deliver
the same to the Rights Agent; and
WHEREAS, pursuant to its authority under Section 27 of the
Rights Agreement, the Board of Directors of
the Company has authorized and
approved this Amendment to the Rights
Agreement set forth herein as of the date
hereof.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth in this
Amendment, the parties hereby agree as
follows:
1. The following language is added to the end of the
definition of "Acquiring Person" in Section
1(a) to the Rights Agreement:
"Notwithstanding anything to the contrary contained herein, (i)
none of
the Buyers, including without limitation, Prentice Capital
Management,
LP, a Delaware limited partnership ("Prentice"), or any of its
respective Affiliates or Associates (including, without limitation,
PWJ
Funding LLC, a Delaware limited liability company and PWJ Lending
LLC,
a Delaware limited liability company), Prentice, the Buyers and
their
respective Affiliates and Associates being collectively referred to
as
the "Buying Persons") shall become an Acqui
