EXHIBIT 4.1
AMENDMENT
AMENDMENT, dated as of February 21, 2000, to the Share Purchase Rights
Plan, dated as of January 28, 1999 (the "Rights Agreement"), by and between
TRAVEL SERVICES INTERNATIONAL, INC., a Florida corporation (the "Company"), and
AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Rights
Agent").
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, the Company wants to exempt Airtours plc, Blue Sea Florida
Acquisition Inc. and their wholly-owned subsidiaries from the provisions of the
Rights Agreement in connection with that certain Agreement and Plan of Merger,
dated as of February 21, 2000, by and among Airtours plc, Blue Sea Florida
Acquisition Inc. and the Company, as may be amended from time to time;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time amend the Rights Agreement in
accordance with the provisions of Section 26 thereof; and
WHEREAS, all actions necessary to make this Amendment a valid
agreement, enforceable according to its terms have been taken, and the execution
and delivery of this Amendment by the Company and the Rights Agent have been in
all respects duly authorized by the Company and the Rights Agent;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent agree as follows:
1. (a) Amendment of 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, neither
Airtours plc nor Blue Sea Florida Acquisition Inc. nor any of their Affiliates
or Associates (as defined in the Rights Agreement) shall be deemed to be an
Acquiring Person by virtue of (i) the approval, execution or delivery of the
Agreement and Plan of Merger, dated as of February 21, 2000, by and among
Airtours plc, Blue Sea Florida Acquisition Inc. and the Company, as may be
amended from time to time (the "Merger Agreement") and the Stock Voting and
Tender Agreement, dated as of February 21, 2000, by and among Airtours plc, Blue
Sea Florida Acquisition Inc. and the individuals listed on Schedule 1 thereto,
as may be amended from time to time (the "Voting and Tender Agreement"), (ii)
the consummation of the Offer (as defined in the Merger Agreement), (iii) the
consummation of the Merger (as defined in the Merger Agreement), (iv) the
consummation of any of the other transactions contemplated in the Merger
Agreement and the Voting and Tender Agreement, including, without limitation,
the voting or tendering of shares pursuant the Voting and Tender Agreement, or
(v) the public announcement of any of the foregoing."
(b) Amendment of Section 1(k). Section 1(k) of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred as the result of (i) the
approval, execution or delivery of the Merger Agreement and the Voting and
Tender Agreement, (ii) the consummation of the Offer, (iii) the consummation of
the Merger, (iv) the consummation of any of the other transactions contemplated
in the Merger Agreement and the Voting and Tender Agreement, including, without
limitation, the voting or tendering of shares pursuant the Voting and Tender
Agreement, or (v) the public announcement of any of the foregoing (the "Airtours
Transactions")."
(c) Amendment of Section 13. Section 13 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Notwithstanding any other provision of this Agreement, nothing herein
shall preclude the consummation of the Airtours Transactions, and upon
consummation of the Merger pursuant to, and in accordance with, the terms of the
Merger Agreement, all Rights shall expire and be of no further force or effect."
2. This Amendment shall be deemed to be a contract made under the laws
of the State of Florida and for all purposes shall be governed by and construed
in accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State.
3. Except as hereinabove expressly provided, all provisions of the
Rights Agreement shall continue in full force and effect.
4. This Amendment may be executed in one or more counterparts all of
which shall be considered one and the same instrument and shall become effective
as of the date hereof when one or more counterparts have been signed by each of
the parties and delivered to each of the other parties.
* * *
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.
TRAVEL SERVICES INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Senior Vice President, General
Counsel and Secretary
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. X'Xxxxx
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Name: Xxxxxxx X. X'Xxxxx
Title: Vice President
