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EXHIBIT 4.2
AMENDMENT NO. 1 TO THE SECOND
AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED RIGHTS
AGREEMENT (this "Amendment") is entered into as of January 27, 1999 by and
between SIGNATURE INNS, INC., an Indiana corporation (the "Company"), and XXXXXX
TRUST AND SAVINGS BANK (the "Rights Agent"), amending the Second Amended and
Restated Rights Agreement, dated as of December 8, 1998, between the Company and
the Rights Agent (the "Rights Agreement").
In consideration of the mutual agreements herein set forth, and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, and pursuant to Section 27 of the Rights Agreement, the parties
hereby agree as follows:
1. Defined Terms. Capitalized terms defined in the Rights Agreement and
used herein shall have the meanings given to them in the Rights Agreement.
2. Amendments to Section 1.
(a) Section 1(a) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary,
so long as the Merger Agreement has not been terminated
pursuant to the terms thereof, neither Xxxxxxx Inns, Inc.
("Xxxxxxx") nor any Affiliate of Xxxxxxx, nor any other Person
party to the Merger Agreement shall be deemed to be an
Acquiring Person solely by reason of the execution, delivery,
or performance of the Merger Agreement (or any announcement
relating thereto), or by the acquisition, exchange, or
cancellation of Common Stock or Signature Preferred Stock
pursuant to the Merger."
(b) Section 1 of the Rights Agreement is amended to add the
following provisions at the end thereof:
"(bb) For purposes of this Agreement:
'Effective Time' shall have the meaning assigned to such term
in the Merger Agreement;
'Xxxxxxx' shall mean Xxxxxxx Inns, Inc., a Georgia
corporation;
'Merger' shall have the meaning assigned to such term in the
Merger Agreement;
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'Merger Agreement' shall mean the Agreement and Plan of
Merger, dated as of January 27, 1999, among Xxxxxxx and the Company, as
amended from time to time in accordance with its terms;
'Signature Preferred Stock' shall have the meaning assigned to
such term in the Merger Agreement; and
3. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the contrary, so
long as the Merger Agreement has not been terminated pursuant to the
terms thereof, an Exercisability Date shall not be deemed to have
occurred solely as the result of the execution, delivery, or
performance of the Merger Agreement (or any announcement relating
thereto), or the acquisition, exchange, or cancellation of Common Stock
or Signature Preferred Stock pursuant to the Merger."
4. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
deleted in its entirety and replaced with the following:
"At any time after the Exercisability Date and prior to the earlier of
(i) the Close of Business on the tenth anniversary of the Record Date
(the 'Final Expiration Date), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the 'Redemption Date') or
(iii) immediately prior to the Effective Time of the Merger (the
earliest of (i), (ii), or (iii) being herein referred to as the
'Expiration Date'), the registered holder of any Rights Certificate
may, subject to the provisions of Section 7(e) hereof, exercise the
Rights evidenced thereby in whole or in part upon surrender of the
Rights Certificate, with the form of election to purchase and the
certificate on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent designated for such purpose,
together with payment of the aggregate Exercise Price (as hereinafter
defined) for the total number of one hundredths of a share of Series
One Preferred Stock (or, following a Triggering Event, other
securities, cash or other assets, as the case may be) for which such
surrendered Rights are then exercisable."
5. Effectiveness. This Amendment shall be deemed effective as of
January 27, 1999 as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
6. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Indiana and for all purposes shall be governed by
and construed in accordance with the laws of such state. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed an original and all such counterparts shall together
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the day and year first above written.
SIGNATURE INNS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Title: President and Chief Executive Officer
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XXXXXX TRUST AND SAVINGS BANK,
AS RIGHTS AGENT
By: /s/ Xxxxxx Xxxxxxxxxx
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Title: Trust Officer
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