Exhibit 4
AMENDMENT OF RIGHTS AGREEMENT
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AMENDMENT dated as of February 14, 2002 (this "Amendment") to the
Shareholder Rights Agreement ("Agreement") dated as of February 8, 2001 between
SHELBOURNE PROPERTIES II, INC. (the "Company") and AMERICAN STOCK TRANSFER &
TRUST COMPANY, as rights agent (the "Rights Agent").
Pursuant to the terms of the Agreement and in accordance with Section
27 thereof, the Company and the Rights Agent hereby agree as follows:
SECTION 1. Amendment to Rights Agreement. Section 1(w) of the Agreement
is hereby amended by deleting it in its entirety and replacing it with the
following:
"Related Party" shall mean the Operating Partnership and its affiliates
(including any entity which it controls).
SECTION 2. Full Force and Effect. Except as expressly amended hereby,
the Agreement shall continue in full force and effect in accordance with the
terms thereof on the date hereof.
SECTION 3. Governing Law. This Amendment shall be deemed to be a
contract made under 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 to be preformed entirely within such
state.
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IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the date first written above.
SHELBOURNE PROPERTIES II, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Treasurer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
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