0000941302-00-000214 Sample Contracts

AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT
Shareholder Rights Agreement • May 30th, 2000 • Wyndham International Inc • Hotels, rooming houses, camps & other lodging places

This AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is made as of May 12, 2000 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 (the "Agreement").

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