EXHIBIT 1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment")
is entered into as of July 20, 1999, by and between CINCINNATI XXXX
INC., an Ohio corporation ("Parent"), and The Fifth Third Bank, an
Ohio corporation (the "Rights Agent"), dated as of April 29, 1997,
between Parent and the Rights Agent (the "Rights Agreement").
WHEREAS Parent has duly authorized the execution and
delivery of this Amendment and all things necessary to make this
Amendment a valid agreement of Parent have been done. This Amendment
is entered into pursuant to Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:
1. Defined Terms. Terms defined in the Rights Agreement and
used and not otherwise defined herein shall have the meanings given to
them in the Rights Agreement.
2. Amendment of Section 1. Section 1 of the Rights Agreement
is amended to add the following at the end thereof:
"(hh) Notwithstanding anything in this Agreement to the
contrary, neither Ivory nor any of its Affiliates or Associates shall
be deemed to be the Beneficial Owner or to have Beneficial Ownership
of any of the shares of Common Stock subject to the Option Agreement,
and neither Ivory nor any of its Affiliates or Associates shall be
deemed to be an Acquiring Person by the reason of the approval,
execution, delivery or performance of the Merger Agreement or the
Option Agreement or the consummation of the transactions contemplated
by the Merger Agreement or the Option Agreement.
"Effective Time" shall have the meaning assigned to such
term in the Merger Agreement;
"Ivory" shall mean IXC Communications, Inc., a Delaware
Corporation;
"Merger Agreement" shall mean the Agreement and Plan of
Merger dated as of July 20, 1999, among Parent, Ivory Merger Inc., a
Delaware corporation and a wholly owned subsidiary of Parent, and
Ivory, as amended from time to time in accordance with its terms;
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"Merger" shall have the meaning assigned to such term in the
Merger Agreement; and
"Option Agreement" shall mean the Stock Option Agreement
dated as of July 20, 1999, between Parent, as issuer, and Ivory, as
grantee.
3. Amendment of Section 3(a). Section 3(a) of the Rights
Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Rights Agreement to the
contrary, a Distribution Date shall not be deemed to have occurred
solely as the result of the approval, execution, delivery or
performance of the Merger Agreement or the Option Agreement or the
consummation of the transactions contemplated by the Merger Agreement
or the Option Agreement."
4. Effectiveness. This Amendment shall be deemed effective
as of July 20, 1999, as if executed on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
5. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Ohio and for all purposes
shall be governed by and construed in accordance with the laws of such
state. This Amendment may be executed in any number of counterparts,
each of such counterparts shall for all purposes be deemed an original
and all such counterparts shall together constitute but one and the
same instrument.
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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.
Attest: CINCINNATI XXXX INC.,
/s/ Xxxxxx X. Xxxxxx by /s/ Xxxxxxx X. Xxxxxxxxxxx
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Title: General Counsel Name: Xxxxxxx X. Xxxxxxxxxxx
and Secretary Title: President and
Chief Executive Officer
Attest: THE FIFTH THIRD BANK,
/s/ Xxxxxxxx Xxxxxxx by /s/ Xxxx X. Xxxxxx
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Title: Vice President Name: Xxxx X. Xxxxxx
Title: Vice President
