1
EXHIBIT 4.1
2
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of October 23, 1998 ("First Amendment"), to
Rights Agreement dated as of December 17, 1997 (the "Rights Agreement"), between
Promus Hotel Corporation (formerly known as "Parent Holding Corp."), a Delaware
corporation (the "Company"), and First Union National Bank (the "Rights Agent").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Rights Agreement.
WHEREAS, the Company and the Rights Agent previously entered into the
Rights Agreement; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend any provision of
the Rights Agreement in accordance with the terms of such Section 26.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this First Amendment, the parties hereby amend the
Rights Agreement as follows:
1. Section 1.7 of the Rights Agreement is hereby deleted in its
entirety.
2. The last sentence of Section 11.4.1 of the Rights Agreement and the
penultimate sentence of Section 11.4.2 of the Rights Agreement are hereby
amended, in each case, by deleting the words ", by a majority of the Continuing
Directors then in office, or if there are no Continuing Directors".
3. The last sentence of Section 14.1 of the Rights Agreement is hereby
amended by deleting the words "by a majority of the Continuing Directors then in
office, or if there are no Continuing Directors".
4. The second sentence of Section 22 of the Rights Agreement is hereby
amended to read in its entirety as follows:
"In addition, in connection with the issuance or sale of
Common Shares following the Distribution Date and prior to the
redemption, exchange, termination or expiration of the Rights, the
Company shall, with respect to Common Shares so issued or sold pursuant
to the exercise of stock options or under any employee plan or
arrangement, granted or awarded, or upon exercise, conversion or
exchange of securities hereinafter issued by the Company, in each case
existing prior to the Distribution Date, issue Right Certificates
representing the appropriate number of Rights in connection with such
issuance or sale; provided, however, that (i) no such Right Certificate
shall be issued if, and to the extent that, the Company shall be
advised by counsel that such issuance would create a significant risk
of material adverse tax consequences to the Company or the Person to
whom such Right Certificate would be issued and (ii) no such Right
3
Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance
thereof."
5. The second sentence of Section 26 of the Rights Agreement is hereby
amended to delete clause (ii) in its entirety, renumber clause (iii) of the
second sentence to (ii) and add the word "or" immediately prior to the new
clause (ii). The fifth sentence of Section 26 of the Rights Agreement is hereby
amended to be deleted in its entirety.
6. Section 30 of the Rights Agreement is hereby amended to read in its
entirety as follows:
"Section 30. Determination and Actions be Board of Directors. The
Board of Directors of the Company shall have the exclusive power and authority
to administer this Agreement and to exercise the rights and powers specifically
granted to the Board of Directors of the Company or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation, a determination
to redeem or not redeem the Rights or amend this Agreement). All such actions,
calculations, interpretations and determinations (including, for purposes of
clause (y) below, all omissions with respect to the foregoing) that are done or
made by the Board of Directors of the Company in good faith shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the holders of the
Rights, as such, and all other parties, and (y) not subject the Board of
Directors to any liability to the holders of the Rights."
7. This First Amendment shall be effective as of the date hereof and,
except as expressly set forth herein, the Rights Agreement shall remain in full
force and effect and be otherwise unaffected hereby.
8. This First Amendment may be executed in any number of counterparts,
each of which, when executed, shall be deemed to be an original and all such
counterparts shall together constitute one and the same document.
2
4
IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first written above.
PROMUS HOTEL CORPORATION
By: /s/ Ralph B. Lake
-----------------------------------
Name: Ralph B. Lake
Title: Executive Vice President
FIRST UNION NATIONAL BANK
By: /s/ Lynn Ballard
-----------------------------------
Name: Lynn Ballard
Title: Assistant Vice President
3