EXHIBIT 4.3
AMENDMENT NO. 1
TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment") to the Amended and Restated
Rights Agreement between Suburban Lodges of America, Inc., a Georgia corporation
(the "Company"), and American Stock Transfer & Trust Company, a New York
corporation (the "Rights Agent"), dated as of May 4, 2001 (the "Rights
Agreement"), is made as of January 29, 2002 by and between the Company and the
Rights Agent. All capitalized terms used in this Amendment and not defined
herein shall have the meaning given such terms in the Rights Agreement.
WHEREAS, Section 27 of the Rights Agreement provides generally that
prior to any Distribution Date, as such term is defined in Section 1(j) of the
Rights Agreement, the Company and the Rights Agent may, if the Company so
directs, supplement or amend any provision of the Rights Agreement without the
approval of the holders of the Company's common stock;
WHEREAS, no Distribution Date has yet occurred; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in certain respects as set forth herein.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to Rights Agreement.
(a) Section 1(a) of the Rights Agreement is hereby amended by
adding the following sentence at the end of such section:
Notwithstanding anything in this Agreement to the
contrary, none of InTown Holding Company, LLC, a
Georgia limited liability company ("Holding"), InTown
Suites Management, Inc., a Georgia corporation and a
wholly-owned subsidiary of Holding ("Parent"), or
InTown Sub, Inc., a Georgia corporation and a
wholly-owned subsidiary of Parent ("Sub"), or any of
their respective Affiliates or Associates, shall, by
virtue of the transactions described in and
contemplated by that certain Agreement and Plan of
Merger, dated as of January 29, 2002, by and between
the Company, Holding, Parent and Sub, (the "Merger
Agreement"), including, but not limited to, the
execution and delivery of that certain Voting
Agreement, dated as of January 29, 2002, and entered
into by and among Parent and certain officers and
members of the Board of Directors of the Company in
connection with the execution and delivery of the
Merger Agreement (the "Voting Agreement"), be deemed
to be an Acquiring Person for any purposes of this
Agreement.
(b) Section 1(j) of the Rights Agreement is hereby amended by
adding the following sentence at the end of such section:
Notwithstanding anything in this Agreement to the
contrary, no Distribution Date, as such term is used
in this Agreement, shall occur as a result of the
actions taken by the Company, Holding, Parent, Sub,
or any of their respective Affiliates or Associates,
in connection with the execution and delivery of the
Merger Agreement, or the consummation of the
transactions described therein and contemplated
thereby, including, but not limited to the execution
and delivery of the Voting Agreement by any party
thereto, the public announcement of the execution of
the Merger Agreement by the Company, Holding, Parent
or Sub, or the consummation of the Merger of Sub with
and into the Company under and pursuant to the terms
of the Merger Agreement (the "Merger").
(c) Section 1(x) of the Rights Agreement is hereby amended by
adding the following sentence at the end of such section:
Notwithstanding anything in this Agreement to the
contrary, no Share Acquisition Date, as such term is
used in this Agreement, shall occur as a result of
the actions taken by the Company, Holding, Parent,
Sub, or any of their respective Affiliates or
Associates, in connection with the execution and
delivery of the Merger Agreement, or the consummation
of the transactions described therein and
contemplated thereby, including, but not limited to
the execution and delivery of the Voting Agreement by
any party thereto, the public announcement of the
execution of the Merger Agreement by Company,
Holding, Parent or Sub, or the consummation of the
Merger.
(d) Section 7 of the Rights Agreement is hereby amended by adding
the following subsection (f) at the end of such section:
(f) Notwithstanding anything in this Agreement to the
contrary, at the Effective Time (as defined in the
Merger Agreement) of the Merger, and without any
further action and without any notice, the right to
exercise the Rights will terminate, all Rights will
be deemed cancelled and retired, and the holders of
Rights will no longer be entitled to exercise any
Rights associated with the Common Stock.
2. Effectiveness. This Amendment shall become effective immediately.
Except as expressly amended herein, the terms and conditions of the
Agreement shall continue in full force and effect.
3. Defined terms. Capitalized terms not otherwise defined herein shall
have the meaning given to them in the Agreement.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
SUBURBAN LODGES OF AMERICA, INC.
By: /S/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: CEO
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AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /S/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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