exv4w1






Exhibit 4.1




AMENDMENT TO PREFERRED SHARES RIGHTS AGREEMENT

OF

RED LION HOTELS CORPORATION




     This Amendment To the Preferred Shares Rights Agreement (this “Amendment”) by
and between Red Lion Hotels Corporation, a Washington corporation (the “Company”) and
American Stock Transfer and Trust Company LLC (the “Rights Agent”) is made as of this 14th
day of August, 2009.



     Whereas, the Company and the Rights Agent entered into a certain Preferred Shares
Rights Agreement on Janaury 26, 2009 (the “Agreement”);



     Whereas, Section 27 of the Agreement provides that, prior to the Distribution Date,
the Company supplement or amend this Agreement in any respect without the approval of any holders
of Rights (as therein defined), each such amendment to be evidenced by a writing signed by the
Company and the Rights Agent;



     Whereas, the Board of Directors of the Company (the “Board”), acting by
unanimous written consent, effective August 12, 2009, approved an amendment to the Agreement to
amend the Final Expiration Date of the Agreement from February 1, 2011 to August 14, 2009; and



     Whereas, the Company believes it is desirable to amend the Agreement as set forth
below.



     Now, therefore, the parties hereto hereby agree as follows:



     1. Amendment of the Agreement. Except as otherwise explicitly provided in this
Amendment, the Agreement will remain unchanged and in full force and effect.



     2. Modification to the Agreement. Section 1(k) of the Agreement is hereby amended to
read in its entirety as follows (with the new language appearing in underlined italics):



          “(k) “Final Expiration Date” shall mean August 14, 2009.”



     3. Counterparts. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
Originally executed counterparts may be delivered by facsimile and any such delivery shall be valid
for all purposes as delivery of a manual signature and equally admissible in any legal proceedings
to which any party is a party.



     4. Entire Understanding. This Amendment shall supersede and replace any prior
agreement or amendment relating to the amendment of Section 1(k) of the Agreement.



     5. Governing Law. This Amendment shall be governed by and construed under the laws of
the State of Washington as applied to agreements among Washington residents entered into and to be
performed entirely within Washington; except that all provisions regarding the rights, duties and
obligations of the Rights Agent shall be governed and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed entirely within such State.



     6. Severability. If one or more provisions of this Amendment are held to be
unenforceable under applicable law, portions of such provisions, or such provisions in their
entirety, to the extent necessary, shall be severed from this Amendment, and the balance of the
Amendment shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.



[Signature Page Follows]




 









 








     In Witness Whereof, the parties have executed this Amendment to Preferred Shares
Rights Agreement as of the date first written above.



	 	 	 	 	 
	 

	 	RED LION HOTELS CORPORATION.	 	 
	 
	 	 	 	 
	 

	 	/s/ Anthony F. Dombrowik	 	 
	 

	 	 

Anthony F. Dombrowik
	 	 
	 

	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 
	 

	 	Address: 201 W. North River Drive, Suite 100	 	 
	 

	 	                Spokane Washington 99201	 	 
	 
	 	 	 	 
	 

	 	AMERICAN STOCK TRANSFER & TRUST COMPANY LLC	 	 
	 
	 	 	 	 
	 

	 	/s/ Herbert J. Lemmer	 	 
	 

	 	 	 	 
	 

	 	By: Herbert J. Lemmer	 	 
	 

	 	Its: Vice President	 	 
	 
	 	 	 	 
	 

	 	Address: 59 Maiden Lane	 	 
	 

	 	                New York, New York 10038	 	 
	 

	 	                Attn: Corporate Trust Dept.