EXHIBIT 3
FIRST AMENDMENT
TO THE
RIGHTS AGREEMENT
AMENDMENT dated as of October 12, 1999 to the Preferred Shares
Rights Agreement dated as of October 29, 1998 (the "Rights Agreement")
between Preview Travel, Inc. (the "Company") and U.S. Stock Transfer
Corporation, as rights agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken:
1. Amendment to Rights Agreement. The Rights Agreement is amended by:
a. Deleting from Section 1 the period at the end of the first
sentence of the definition of "Acquiring Person" and adding the
following text "; provided, however, that none of Sabre Inc. ("Sabre")
or its wholly-owned subsidiaries shall be or become an Acquiring Person
solely as a result of the approval, execution or delivery of (I) the
Agreement and Plan of Merger, dated as of October 3, 1999 (the "Merger
Agreement"), among the Company, Sabre, Travelocity Holdings, Inc. and
Xxxxxxxxxxx.xxx Inc. or (II) voting agreements, each dated as of
October 3, 1999, between Sabre and certain shareholders of the Company,
or the consummation of the transactions contemplated by the Merger
Agreement."
b. By adding a new Section 35 as follows:
"Section 35. Merger with Sabre. Notwithstanding any provision
herein to the contrary, neither Sabre nor any of its wholly-owned
subsidiaries shall be considered an Acquiring Person under this Rights
Agreement, no Distribution Date or Stock Acquisition Date shall occur,
and no Rights shall be exercisable pursuant to Section 7, Section 11,
Section 13 or any other provision hereof, solely as a result of the
approval, execution or delivery of the Merger Agreement or the
consummation of the transactions contemplated thereby."
2. Full Force and Effect. Except as expressly amended hereby, the Rights
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of Delaware applicable to contracts to
be made and performed entirely within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first written
above.
Preview Travel, Inc.
By: /s/Xxxxxxx X. Xxxxx
___________________________________
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President and
General Counsel
U.S. Stock Transfer Corporation
By: /s/Xxxx Xxxx
____________________________________
Name: Xxxx Xxxx
Title: Asst. V.P.
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