SECOND AMENDMENT
to
RIGHTS AGREEMENT
between
ACC CORP.
and
FIRST UNION NATIONAL BANK
This Second Amendment (the "Second Amendment") is made as of the
26th day of November, 1997 and amends the Rights Agreement dated as of
October 3, 1997 as amended by the Amendment dated as of November 6, 1997
(the "Rights Agreement") between ACC Corp., a Delaware corporation (the
"Company"), and First Union National Bank, a North Carolina banking
corporation (the "Rights Agent"). All capitalized terms used herein and
not otherwise defined shall have the same meaning as set forth in the
Rights Agreement.
WHEREAS, the Company has entered into an Agreement and Plan of
Merger by and among Teleport Communications Group Inc. and its subsidiary
TCG Merger Co., Inc., dated as of November 26, 1997;
WHEREAS, the Company desires in connection with the Merger
Agreement to extend the period during which the flip-in provisions of the
Rights Agreement are triggered at 7-1/2% and to remove Teleport
Communications Group Inc. from the application of the Rights Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the Company and the Rights Agent hereby agree
as follows:
1. The Amendment Period as set forth in the Rights Agreement
shall mean the period commencing on November 6, 1997 and ending on
December 31, 1998.
2. For the purposes of the Rights Agreement, the merger of a
subsidiary of Teleport Communications Group Inc. into the Company and the
exchange of all of the shares of Class A Common Stock of the Company for
shares of Class A Common Stock of Teleport Communications Group Inc. shall
not be deemed to be a Section 13 Event provided that consummation of the
Merger Agreement shall remain subject to Section 13(c) of the Rights
Agreement.
3. Except as expressly amended hereby, the Rights Agreement
remains in full force and effect as written.
-2-
IT WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers on the date first above written.
ACC CORP. FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxx
------------------------- --------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer Title: Vice President
