EXHIBIT 1
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1 dated as of September 3, 1999 ("Amendment No. 1") to
Amended and Restated Rights Agreement, dated as of September 10, 1998 (the
"Rights Agreement"), between Hilton Hotels Corporation (the "Company") and
ChaseMellon Shareholder Services, LLC, as Rights Agent (all terms not
otherwise defined herein shall have the meanings ascribed to them in the
Rights Agreement).
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent have previously entered into
the Rights Agreement specifying the terms of the Rights;
WHEREAS, Section 26 of the Rights Agreement provides that, subject to
certain limitations contained in such Section, the Company may, and the
Rights Agent shall, if the Company so directs, supplement or amend any
provision of the Rights Agreement in any respect without the approval of any
holders of Rights or Common Shares;
WHEREAS, the Company's Board of Directors has determined that it is in
the best interests of the Company and its stockholders to amend the Rights
Agreement in order to afford investors the opportunity to own a larger stake
in the Company;
WHEREAS, the Company's Board of Directors has duly approved amending the
Rights Agreement to contain the terms and conditions set forth in this
Amendment No. 1.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 1.1. The definition of "Acquiring Person" in
Section 1.1 of the Rights Agreement is hereby amended to substitute the
percentage "20%" for the percentage "15%" in each instance in which it
appears therein.
2. AMENDMENT TO SECTION 3.1. Section 3.1 of the Rights Agreement is
hereby amended to substitute the percentage "20%" for the percentage "15%"
therein.
3. OTHER PROVISIONS. In all respects not inconsistent with the terms
and provisions of this Amendment No. 1, the Rights Agreement is hereby
ratified and confirmed.
4. COUNTERPARTS. This Amendment No. 1 may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be
an original, and all such counterparts shall together constitute but one and
the same instrument.
5. DELAWARE LAW. This Amendment No. 1 to the Rights Agreement shall be
governed by and construed in accordance with the laws of the State of
Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed on the day and year first set forth above.
HILTON HOTELS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
Executive Vice President, Chief
Administrative Officer, General
Counsel and Secretary
CHASEMELLON SHAREHOLDER
SERVICES, LLC
By: /s/ Xxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Vice President
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