[Exhibit 4.1]
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT No. 1 (this "Amendment")
dated as of October 19, 1997, to the
Rights Agreement (the "Rights
Agreement"), dated as of November 1,
1995, between ITT Corporation (formerly
ITT Destinations, Inc.), a Nevada
corporation (the "Company"), and The
Bank of New York, a New York banking
corporation, as Rights Agent (the
"Rights Agent"). All capitalized terms
not otherwise defined herein shall have
the meaning ascribed to such terms in
the Rights Agreement.
WHEREAS the Company, Starwood Lodging Corporation, a
Maryland corporation ("Starwood"), Chess Acquisition Corp., a
Nevada corporation ("Sub"), and Starwood Lodging Trust, a
Maryland real estate investment trust ("Starwood Trust") have
proposed to enter into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which, among other things, Sub
will merge into the Company (the "Merger") and each outstanding
share of common stock of the Company will be converted into the
right to receive Paired Shares (as defined below), subject to
certain collar provisions, and $15 in cash subject to the terms
and conditions of the Merger Agreement; the shares of common
stock, par value $0.01 per share, of Starwood and the trust
shares, par value $0.01 per share, of Starwood Trust trade as
"paired shares" (the "Paired Shares") on the New York Stock
Exchange. As a result of the Merger, the Company will become a
wholly owned subsidiary of Starwood;
WHEREAS the Company and the Rights Agent desire to
amend the Rights Agreement to render the Rights inapplicable to
the Merger and the other transactions contemplated by the Merger
Agreement;
WHEREAS the Company deems the following amendment to
the Rights Agreement to be necessary and desirable and in the
best interests of the holders of Rights Certificates;
WHEREAS Section 26 of the Rights Agreement permits the
Company from time to time to supplement and amend the Rights
Agreement; and
WHEREAS Section 26 of the Rights Agreement provides
that any supplement or amendment duly approved by the Company
that does not amend Sections 19, 20, 21 or 22 in a manner adverse
to the Rights Agent shall become effective immediately upon
execution by the Company, whether or not also executed by the
Rights Agent.
NOW, THEREFORE, in consideration of the foregoing and
the agreements, provisions and covenants herein contained, the
parties agree as follows:
1. Section 1 of the Rights Agreement is hereby amended
by adding the following new paragraph at the end of Section 1:
"Notwithstanding anything in this Agreement that might
otherwise be deemed to the contrary, none of Starwood,
Starwood Trust, any of their respective Affiliates or
Associates or any of their respective permitted assignees or
transferees shall be deemed an Acquiring Person and no
Distribution Date shall be deemed to occur by reason of the
approval, execution or delivery of the Agreement and Plan of
Merger, dated as of October 19, 1997, among the Company,
Starwood Lodging Corporation, a Maryland corporation, Chess
Acquisition Corp., a Nevada corporation, and Starwood
Lodging Trust, a Maryland real estate investment trust,
including any amendment or supplement thereto (the "Merger
Agreement"), the consummation of the Merger (as defined in
the Merger Agreement) or the consummation of the other
transactions contemplated by the Merger Agreement."
2. The Rights Agreement shall not otherwise be
supplemented or amended by virtue of this Amendment, but shall
remain in full force and effect. This Amendment may be executed
in one or more counterparts, all of which shall be considered one
and the same amendment and each of which shall be deemed an
original.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the day and year first above written.
ITT CORPORATION
(formerly ITT DESTINATIONS, INC.),
by /s/ XXXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and
Assistant General
Counsel
Acknowledged as of the
Date First Above Written:
THE BANK OF NEW YORK,
by /s/ XXXX X. XXXXXXXXX
-------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
