AMENDMENT NO. 6 dated as of November 1, 2000 to the RIGHTS
AGREEMENT dated as of February 10, 1986, between
AMBASE CORPORATION, a Delaware corporation (the
"Company") and AMERICAN STOCK TRANSFER & TRUST
COMPANY a New York corporation, as Rights Agent (the
"Rights Agent").
WHEREAS the Company and the Rights Agent are parties to a
Rights Agreement, dated as of February 10, 1986, as amended by Amendment No. 1,
dated as of March 24, 1989, Amendment No. 2, dated as of November 20, 1990,
Amendment No. 3, dated as of February 12, 1991, Amendment No. 4, dated as of
October 15, 1993 and Amendment No. 5 dated as of February 1, 1996 (collectively,
as amended the "Rights Agreement"). The Company and the Rights Agent deem it
desirable now to amend the Rights Agreement as set forth herein. Unless
otherwise provided, all capitalized terms shall have the same meaning ascribed
to them in the Rights Agreement.
NOW THEREFORE, in consideration of the mutual promises and
covenants contained herein and in the Rights Agreement, the parties hereto
hereby agree as follows:
1. The Section 7(a)(i) of the Rights Agreement be amended to read in its
entirety as follows:
Section 7. Exercise of Rights; Purchase Price; Expiration Date of
Rights; Certain Rights Null and Void.
(a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in whole
or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse
side thereof duly executed, to the Rights Agent at the principal
corporate trust office of the Rights Agent, together with payment of the
then-current Purchase Price for each Common Share as to which the Rights
are exercised, at or prior to the earlier of (i) the Close of Business
on February 10, 2006 (the "Expiration Date"), or (ii) the time at which
the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date").
2. Except as expressly modified hereby, the Rights Agreement
shall continue to govern the respective rights and obligations of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 6 to the Rights Agreement to be duly executed and their
respective corporate seals to be hereunto affixed and attested, all as
of the day and year first above written.
AMBASE CORPORATION
Attest: By /s/ John P. Ferrara
-------------------
John P. Ferrara
Vice President and
Chief Financial Officer
By /s/ Michael T. Carenzo
------------------------
Michael T. Carenzo
General Counsel and
Secretary
[SEAL]
AMERICAN STOCK TRANSFER &
TRUST COMPANY,as Rights Agent
Attest: By /s/ Herbert J. Lemmer
-----------------------
Herbert J. Lemmer
Vice President
By____________________________
[SEAL]
