EXHIBIT 10.15
SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of April 7,
1995, between Price Communications Corporation and Xxxxxx Trust Company of New
York, as Rights Agent.
The parties hereby agree as follows:
1. That certain Rights Agreement dated as of October 6, 1994
between the parties hereto, as heretofore amended (the "Agreement"), is hereby
further amended as provided in paragraphs (a) and (b) below:
(a) Section 11(a)(i) of the Agreement is amended to read in
its entirety as follows:
11(a)(i). In the event the Corporation
shall at any time after the date of this
Agreement (A) declare a dividend on the
Common Shares payable in Common Shares, (B)
subdivide the outstanding Common Shares, (C)
combine the outstanding Common Shares into a
smaller number of Common Shares or (D) issue
any shares of its capital stock in a
reclassification of the Common Shares
(including any such reclassification in
connection with a consolidation or merger in
which the Corporation is the continuing or
surviving corporation), except as otherwise
provided in this Section 11(a) and Section
7(e) hereof, the Purchase Price in effect at
the time of the record date for such dividend
or of the effective date of such subdivision,
combination or reclassification, and the
number and kind of shares of capital stock
issuable on such date, shall be
proportionately adjusted so that the holder
of any Right exercised after such time shall
be entitled to receive the aggregate number
and kind of shares of capital stock which, if
such Right had been exercised immediately
prior to such date and at a time when the
Common Shares transfer books of the
Corporation were open, such holder would have
owned upon such exercise and been entitled to
receive by virtue of such dividend,
subdivision, combination or reclassification;
provided, however, that in no event shall the
consideration to be paid upon the exercise of
any Right be less than the aggregate par
value of the shares of capital stock of the
Corporation issuable upon exercise of such
Right. Notwithstanding anything to the
contrary in the preceding sentence, in the
event that any time after the date of this
Agreement and prior to the Distribution Date
the Corporation shall take any action
described in clause (A), (B) or (C) of the
preceding sentence, then in any such case no
adjustment shall be made pursuant to the
immediately preceding sentence and (i) the
number of Common Shares receivable after such
event upon exercise of any Right shall be
adjusted by multiplying the number of Common
Shares so receivable immediately prior to
such event by a fraction, the numerator of
which shall be the number of Common Shares
outstanding immediately prior to such event
and the denominator of which shall be the
number of Common Shares outstanding
immediately after such event (except that in
the case of the declaration of a stock
dividend the denominator shall be the number
of shares outstanding immediately after
payment of such dividend, excluding any
shares issued after the record date other
than in connection with such dividend), and
(ii) each Common Share outstanding
immediately after such event shall have
associated with respect to it that number of
Rights that each Common Share outstanding
immediately prior to such event had
associated with respect to it. If an event
occurs which would require an adjustment
under both Section 11(a)(i) and Section
11(a)(ii), the adjustment provided for in
this Section 11(a)(i) shall be in addition
to, and shall be made prior to, any
adjustment required pursuant to Section
11(a)(ii).
2
(b) Section 12 is hereby amended to read in its
entirety as follows:
Section 12. Certificate of Adjusted
-----------------------
Purchase Price or Number of Shares. Whenever
----------------------------------
an adjustment is made as provided in Section
11 or 13 hereof, the Corporation shall
promptly (a) prepare a certificate setting
forth such adjustment, and a brief statement
of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each
transfer agent for the Common Shares a copy
of such certificate and (c) mail a brief
summary thereof to each holder of a Right
Certificate in accordance with Section 26
hereof, provided, however, that in the event
that at any time prior to the Distribution
Date the Company shall take any action
described in clause (A), (B) or (C) of
Section 11(a)(i), then the Company shall not
be required to satisfy the obligations set
forth in clauses (a), (b) and (c) above. The
Rights Agent shall be fully protected in
relying on any such certificate and on any
adjustment therein contained and shall not be
deemed to have knowledge of such adjustment
unless and until it shall have received such
certificate. Notwithstanding anything in the
foregoing to the contrary, prior to the
earlier to occur of the Distribution Date and
the Share Acquisition Date, the Company may,
in its discretion, satisfy the obligation set
forth in clause (c) above by including such
summary in its next regular report to
shareholders.
3
2. Except as aforesaid, the Agreement shall remain in
full force and effect and unchanged.
PRICE COMMUNICATIONS CORPORATION
By:_____________________________
Xxxxxx Xxxxx, President
XXXXXX TRUST COMPANY OF NEW YORK,
as Rights Agent
By:_____________________________
Xxxxx X. Xxxxxx, Assistant
Vice President
4
