EXHIBIT 99.2
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT (the "Amendment"), dated as of
April 30, 1999, between Cellular Communications of Puerto Rico, Inc., a Delaware
corporation (the "Company"), and Continental Stock Transfer & Trust Company, a
New York corporation, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights Agreement,
dated as of January 24, 1992 (the "Rights Agreement");
WHEREAS, the Distribution Date (as defined in the Rights Agreement) has not
occurred, and the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
THEREFORE, in consideration of the premises and mutual agreements set forth
in the Rights Agreement and this Amendment, the parties hereby agree as follows:
1. The Rights Agreement is hereby amended as set forth in this Section 1.
(a) Section 1(a) of the Rights Agreement is hereby amended by adding the
following to the end thereof:
Notwithstanding the forgoing provisions of this Section 1(a), no Person
shall be deemed to be an Acquiring Person for any purpose of this Agreement
as the result of the acquisition of Shares by such Person pursuant to the
Exempt Merger Agreement.
(b) The Rights Agreement is hereby amended by adding the following as a new
Section 1(n):
"Exempt Merger Agreement" shall mean the Agreement and Plan of Merger to be
entered into by and among the Company, SBC Communications INc. and SBCI-PR,
Inc. in connection with the
acquisition of the Company by SBC Communications Inc.
(c) Section 3(a) of the Rights Agreement is hereby amended by adding the
following to the end thereof:
Notwithstanding the foregoing provisions of this Section 3(a), the
announcement of the intention of any Person to commence the transactions
contemplated in the Exempt Merger Agreement shall not be deemed to cause
the occurrence of the Distribution Date for any purposes of this Agreement.
(d) Section 7(a) of the Rights Agreement is hereby amended by deleting the
last sentence thereof in its entirety and substituting in lieu thereof the
following:
Notwithstanding anything in this Agreement to the contrary, this Agreement
will terminate at the Effective Time (as defined in the Exempt Merger
Agreement).
2. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby.
3. The foregoing amendment shall be effective as of the date first above
written, and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all for which together shall
constitute one and the same instrument.
5. 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 contrued 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 to be
duly executed as of this 30th day of April, 1999.
CELLULAR COMMUNICATIONS
OF PUERTO RICO, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
Title: Chairman of the Board
and Treasurer
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chairman
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