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EXHIBIT 4.1
GALILEO INTERNATIONAL, INC.
0000 Xxxx Xxxxxxx
Xxxxxxxx, XX 00000
June 15, 2001
LaSalle Bank National Association
Corporate Trust Department
000 X. XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxx
Re: Amendment No. 1 to Rights Agreement
Dear Xx. Xxxxxx:
Pursuant to Section 27 of the Rights Agreement (the "Rights
Agreement"), dated as of February 22, 2001, between Galileo International, Inc.
(the "Company"), and LaSalle Bank National Association, as rights agent, the
Company, by resolution adopted by its Board of Directors, hereby amends the
Rights Agreement as follows:
1. Section 1(a) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(a) "Acquiring Person" means any Person (other than the
Company or any Related Person) who or which, together with all
Affiliates and Associates of such Person, is the Beneficial
Owner of 15% or more of the then-outstanding Common Shares;
provided, however, that a Person will not be deemed to have
become an Acquiring Person solely as a result of a reduction
in the number of Common Shares outstanding unless and until
such time as (i) such Person or any Affiliate or Associate of
such Person thereafter becomes the Beneficial Owner of
additional Common Shares, other than as a result of a stock
dividend, stock split or similar transaction effected by the
Company in which all holders of Common Shares are treated
equally, or (ii) any other Person who is the Beneficial Owner
of Common Shares thereafter becomes an Affiliate or Associate
of such Person; provided further, however, that any Person
(other than the Company or any Related Person) that, or which,
together with all Affiliates and Associates of such Person,
Beneficially Owns 15% or more of the then-outstanding Common
Shares as of the date of this Agreement shall not be deemed to
have become an Acquiring Person unless and until such time as
such Person, together with all Affiliates and Associates of
such Person, shall become the Beneficial Owner of 20% or more
of the then-outstanding Common Shares; provided further,
however, that none of Parent, Purchaser or any of their
Affiliates or Associates shall be deemed to have become an
Acquiring Person solely as a result of the approval, execution
or delivery of the Merger Agreement, the Option Agreement,
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the SAir Agreement or the Transaction Support Agreement or the
consummation of the transactions contemplated thereby,
including without limitation the purchase of Common Shares
through the exercise of the Option (as defined in the Option
Agreement), unless and until such time as (i) such Person,
together with all Affiliates and Associates of such Person,
shall become the Beneficial Owner of additional Common Shares
other than as a result of a stock dividend, stock split or
similar transaction effected by the Company in which all
holders of Common Shares are treated equally, or (ii) any
other Person who is the Beneficial Owner of Common Shares
thereafter becomes an Affiliate or Associate of such Person.
Notwithstanding the foregoing, if the Board of the Company
determines in good faith that a Person who would otherwise be
an "Acquiring Person" as defined pursuant to the foregoing
provisions of this paragraph (a), has become such
inadvertently and without any intention of changing or
influencing control of the Company, and such Person divests as
promptly as practicable (as determined by the Board of
Directors of the Company) a sufficient number of Common Shares
so that such Person would no longer be an "Acquiring Person"
as defined pursuant to the foregoing provisions of this
paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement."
2. Section 1(b) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(b) "Affiliate" and "Associate" will have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act, as in effect on
the date of this Agreement; provided, however, that a Person
will not be deemed to be the Affiliate or Associate of another
Person solely because either or both Persons (i) are or were
Directors of the Company, (ii) are, as of the date of this
Agreement, parties to any of the agreements set forth on
Schedule I hereto, each as in effect on the date of this
Agreement, without giving effect to any amendment,
modification or supplement to such agreements that takes
effect after the date of this Agreement, (iii) are, as of June
15, 2001, parties to the Transaction Support Agreement,
without giving effect to any amendment, modification or
supplement to such agreement that takes effect after June 15,
2001, or (iv) become parties to the SAir Agreement."
3. Section 1(c)(iv) of the Rights Agreement is hereby amended
and restated in its entirety as follows:
"(iv) of which any other Person is the Beneficial Owner, if
such Person or any of such Person's Affiliates or Associates
has any agreement, arrangement or understanding (whether or
not in writing) with such other Person (or any of such other
Person's Affiliates or Associates) with respect to acquiring,
holding, voting or disposing of any securities of the Company;
provided, however, that a Person will not be deemed to be the
Beneficial Owner or to Beneficially Own securities
Beneficially Owned by another Person solely because both
Persons (i) are, as of the date of this Agreement, parties to
any of the agreements set forth on Schedule I hereto, each as
in effect on the date of this Agreement, without giving effect
to any amendment, modification or supplement to such
agreements that takes effect after the date of this Agreement
(ii) are, as of June 15, 2001, parties to the Transaction
Support
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Agreement, without giving effect to any amendment,
modification or supplement to such agreement that takes effect
after June 15, 2001, or (iii) become parties to the SAir
Agreement."
4. Section 1(j) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(j) "Expiration Date" means the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the time at which
the Rights are redeemed as provided in Section 23, (iii) the
time at which all exercisable Rights are exchanged as provided
in Section 24, and (iv) immediately prior to the Effective
Time (as defined in the Merger Agreement)."
5. Section 1 of the Rights Agreement is hereby amended by
adding the following new Sections 1(dd), 1(ee), 1(ff) and 1(gg) immediately
after Section 1(cc):
"(dd) "Merger Agreement" means the Agreement and Plan of
Merger, dated as of June 15, 2001, among the Company, Cendant
Corporation, a Delaware corporation ("Parent"), and Galaxy
Acquisition Corp., a Delaware corporation ("Purchaser").
(ee) "Option Agreement" means the Option Agreement, dated as
of June 15, 2001, among the Company and Parent.
(ff) "SAir Agreement" means an agreement, document or
instrument, and any amendments thereto, the substance and form
of which have been approved in writing by an authorized
officer of the Company, pursuant to which SAirGroup and any of
its Affiliates or Associates (i) grant to Parent a proxy,
whether or not irrevocable, to vote Common Shares in favor of
the Merger (as defined in the Merger Agreement), and / or (ii)
agree to certain transfer restrictions with respect to Common
Shares Beneficially Owned by them, and / or (iii) agree to
certain non-solicitation obligations.
(gg) "Transaction Support Agreement" means the Transaction
Support Agreement, dated as of June 15, 2001, among Parent,
United Airlines, Inc. and Covia LLC."
6. Section 1 of the Rights Agreement is hereby amended by
adding the following new paragraph at the end of that Section:
"Notwithstanding anything in this Agreement to the
contrary, none of Parent, Purchaser, any of their Affiliates
or Associates or any of their permitted assignees or
transferees shall be deemed an Acquiring Person and none of a
Distribution Date, a Share Acquisition Date, or a Triggering
Event shall be deemed to occur or to have occurred, and that
the Rights will not become separable, distributable,
unredeemable or exercisable, in each such case, solely by
reason or solely as a result of (i) the approval, execution,
or delivery of the Merger Agreement, the Option Agreement, the
SAir Agreement or the Transaction Support Agreement, (ii) the
consummation of the Merger (as defined in the Merger
Agreement), (iii) the consummation of the other transactions
contemplated by the Merger Agreement, the Option Agreement,
the SAir
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Agreement or the Transaction Support Agreement, or (iv) the
announcement of any of the foregoing."
7. The Rights Agreement shall not otherwise be supplemented or
amended by virtue of this Amendment No. 1 to the Rights Agreement, but shall
remain in full force and effect.
8. Capitalized terms used without other definition in this
Amendment No. 1 to the Rights Agreement shall be used as defined in the Rights
Agreement.
9. This Amendment No. 1 to the Rights Agreement will be deemed
to be a contract made under the internal substantive laws of the State of
Delaware and for all purposes will be governed by and construed in accordance
with the internal substantive laws of such State applicable to contracts to be
made and performed entirely within such State.
10. This Amendment No. 1 to the Rights Agreement may be
executed in any number of counterparts and each of such counterparts will for
all purposes be deemed to be an original, and all such counterparts will
together constitute but one and the same instrument.
11. This Amendment No. 1 to the Rights Agreement shall be
effective as of, and immediately prior to, the execution and delivery of the
Merger Agreement, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.
12. Exhibits B and C to the Rights Agreement shall be deemed
amended in a manner consistent with this Amendment No. 1 to the Rights
Agreement.
Very truly yours,
GALILEO INTERNATIONAL, INC.
By: /s/ Xxxxx X Xxxxxxx
Name: Xxxxx X Xxxxxxx
Title: Chairman, President & CEO
Accepted and agreed to as of the
effective time specified above:
LaSALLE BANK NATIONAL
ASSOCIATION
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Assistant Vice President
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