EXHIBIT 4.3
Amendment to Rights Agreement
This Amendment to Rights Agreement (this "AMENDMENT"), dated
as of December 1, 1998, is made by and between Station Casinos, Inc., a Nevada
corporation (the "Company"), and Continental Stock Transfer & Trust Company, as
Rights Agent (the "Rights Agent").
WHEREAS, the Board of Directors of the Company has approved
and adopted this Amendment.
WHEREAS, the Company has authorized certain of its officers
and directors to execute this on its behalf;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The Rights Agreement is hereby amended by deleting Subsection 1(a)
thereof in its entirety and replacing such section with the following:
"(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
15% or more of the Common Shares of the Company then outstanding, but
shall not include the Company, any Subsidiary (as such term is
hereinafter defined) of the Company, any employee benefit plan of the
Company or any Subsidiary of the Company, any entity holding Common
Shares of the Company for or pursuant to the terms of any such plan or
any Existing Equity Holders. Notwithstanding the foregoing, no Person
shall become an "Acquiring Person" as the result of an acquisition of
Common Shares by the Company which, by reducing the number of shares
outstanding, increases the proportionate number of shares beneficially
owned by such Person to 15% or more of the Common Shares of the Company
then outstanding; PROVIDED, HOWEVER, that if a Person shall become the
Beneficial Owner of 15% or more of the Common Shares of the Company
then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the Beneficial Owner
of any additional Common Shares of the Company, then such Person shall
be deemed to be an "Acquiring Person". Notwithstanding the foregoing,
if the Board of Directors of the Company determines in good faith that
a Person who would otherwise be an "Acquiring Person", as defined
pursuant to the foregoing provisions of this paragraph (a), has become
such inadvertently, and such Person divests as promptly as practicable
a sufficient number of Common Shares so that such Person would no
longer be an "Acquiring Person," as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed
to be an "Acquiring Person" for any purposes of this Agreement."
2. Except as expressly amended by this Amendment, the terms and
provisions of the Rights Agreement shall remain in effect as they were
in effect immediately prior to the date hereof.
3. All amendments made herein shall be effective as of the date hereof.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by the undersigned duly authorized officer of the Company.
Station Casinos, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Title: Executive Vice President,
Chief Financial Officer
and Chief Accounting
Officer
Continental Stock Transfer
& Trust Company
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President
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