EXHIBIT 4.8
AMENDMENT NO. 2 TO
SHAREHOLDER RIGHTS AGREEMENT
This AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is
made as of April 24, 2002 by and between Wyndham International, Inc., a Delaware
corporation (the "Company"), and American Stock Transfer and Trust Company, a
New York corporation (the "Rights Agent"). All capitalized terms used herein
without definition shall have the meanings ascribed to them in that certain
Shareholder Rights Agreement dated as of June 29, 1999 between the Company and
the Rights Agent (as amended, the "Agreement").
W I T N E S S E T H:
WHEREAS, the Company desires to make certain amendments to the Agreement;
and
WHEREAS, no Triggering Event has occurred; and
WHEREAS, pursuant to Section 27 of the Agreement, prior to the occurrence
of a Triggering Event, the Company may, and the Rights Agent shall if the
Company so directs, supplement or amend any provision of the Agreement;
NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Amendment to Section 3(a). The second sentence of Section 3(a) of the
Agreement is hereby deleted in its entirety and replaced with the following:
"As soon as practicable after the Distribution Date, the Rights Agent
will send by first-class, insured, postage prepaid mail, to each record
holder of the Common Stock of the Company and of the Convertible Preferred
Stock as of the Close of Business on the Distribution Date, at the address
of such holder shown on the records of the Company, one or more rights
certificates, substantially in the form attached hereto as Exhibit B (each,
a "Rights Certificate"), evidencing one Right for each share of Common
Stock so held (subject to adjustment as provided herein) or a number of
Rights equal to the Conversion Number for each share of Convertible
Preferred Stock so held (subject to adjustment as provided herein)."
2. Amendment to Section 11(p). Section 11(p) of the Agreement is hereby
deleted in its entirety and replaced with the following:
"(p) Anything in this Agreement to the contrary notwithstanding, in
the event that the Company shall at any time after the date of this
Agreement but prior to the Distribution Date (i) declare a dividend on the
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding shares of Common Stock, or (iii) combine the
outstanding shares of Common Stock into a smaller number
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of shares, then in any such case (A) the number of one one-thousandths of a
share of Preferred Stock purchasable after such event upon proper exercise
of each Right shall be determined by multiplying the number of one
one-thousandths of a share of Preferred Stock so purchasable immediately
prior to such event by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately before such event and the
denominator of which is the number of shares of Common Stock outstanding
immediately after such event, and (B) each share of Common Stock
outstanding and each share of Convertible Preferred Stock outstanding
immediately after such event shall continue to have issued with respect to
it that number of respective Rights which each share of Common Stock
outstanding and each share of Convertible Preferred Stock outstanding
immediately prior to such event had issued with respect to it, subject to
adjustment as provided in this Agreement. The adjustments provided for in
this Section 11(p) shall be made successively whenever such a dividend is
declared or such a subdivision or combination is effected."
3. New Section 11(q). The following Section 11(q) shall be added
immediately after Section 11(p) of the Agreement:
"(q) Anything in this Agreement to the contrary notwithstanding, in
the event that the Company shall at any time after the date of this
Agreement but prior to the Distribution Date (i) declare a dividend on the
outstanding shares of Convertible Preferred Stock payable in shares of
Convertible Preferred Stock other than dividends payable pursuant to
Section 2 of the respective certificates of designation of the Convertible
Preferred Stock (as amended or restated from time to time), (ii) subdivide
the outstanding shares of Convertible Preferred Stock, or (iii) combine the
outstanding shares of Convertible Preferred Stock into a smaller number of
shares, and in the case of such event the Conversion Number shall not be
adjusted to reflect such event, then in any such case (A) the number of one
one-thousandths of a share of Preferred Stock purchasable after such event
upon proper exercise of each Right associated with Convertible Preferred
Stock then outstanding or issued or delivered thereafter but prior to the
Distribution Date (whether or not the Convertible Preferred Stock is
converted into shares of Common Stock after such event) shall be determined
by multiplying the number of one one-thousandths of a share of Preferred
Stock so purchasable immediately prior to such event by a fraction, the
numerator of which is the number of shares of Convertible Preferred Stock
outstanding immediately before such event and the denominator of which is
the number of shares of Convertible Preferred Stock outstanding immediately
after such event, and (B) each share of Convertible Preferred Stock
outstanding immediately after such event shall continue to have issued with
respect to it that number of Rights which each share of Convertible
Preferred Stock outstanding immediately prior to such event had issued with
respect to it, subject to adjustment as provided in this Agreement. The
adjustments provided for in this Section 11(q) shall be made successively
whenever such a dividend is declared or such a subdivision or combination
is effected."
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4. Effective Date. This Amendment shall be effective as of April 24, 2002,
except that the provisions of this Amendment relating to Section 11(q)(i) shall
be effective as of June 29, 1999.
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be
executed by one of its duly authorized signatories as of the date first above
written.
WYNDHAM INTERNATIONAL, INC.
/s/ XXXX X. XXXXXXXX
By:_____________________________________
Xxxx X. Xxxxxxxx
Name:___________________________________
Vice President
Title:__________________________________
AMERICAN STOCK TRANSFER AND
TRUST COMPANY, as Rights Agent
/s/ XXXXX XXXXXXXXX
By:_____________________________________
Xxxxx Xxxxxxxxx
Name:___________________________________
Vice President
Title:__________________________________
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