Exhibit 4.4
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT
Amendment No. 2 dated as of November 17, 1998 (the "Amendment"),
between CELLULAR COMMUNICATIONS OF PUERTO RICO, INC., a Delaware
corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, a New York corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of January 24, 1992 (the "Rights Agreement"); and
WHEREAS, the Distribution Date (as defined in the Rights
Agreement) has not occurred, and that accordingly, the Company and Rights
Agent hereby amend the Rights Agreement in accordance with Section 27
thereof.
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Amendment to Definition of "Acquiring Person".
The text of Section 1(a) of the Rights Agreement is deleted in its entirety
and replaced with the following language:
""Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall, after the date of Stock Distribution, be the Beneficial
Owner of 18% or more of the shares of PRCO Common Stock then
outstanding, but shall not include the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the
terms of any such plan."
Section 2. Amendment to Issue of Rights Certificates. In
Section 3(a), the clause reading:
"if upon consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the shares of PRCO Common
Stock then outstanding"
is amended to read as follows:
"if upon consummation thereof, such Person would be the
Beneficial Owner of 18% or more of the shares of PRCO Common
Stock then outstanding".
Section 3. Amendment to Adjustment of Purchase Price, Number
and Kind of Shares or Number of Rights. In Section 11 (a) (ii), the clause
reading:
"become the Beneficial Owner of 15% or more of the shares of
Common Stock then outstanding, unless the event causing the 15%
threshold to be crossed is a transaction set forth in Section 13
(a) hereof"
is amended to read as follows:
"become the Beneficial Owner of 18% or more of the shares of
Common Stock then outstanding, unless the event causing the 18%
threshold to be crossed is a transaction set forth in Section 13
(a) hereof".
Section 4. Rights Agreement as Amended. The term "Agreement"
as used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments shall be effective
as of the date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
Section 5. Counterparts. This Amendment may be executed in
any number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 6. 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 made and to be performed entirely within
such State.
Section 7. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
Attest: CELLULAR COMMUNICATIONS OF
PUERTO RICO, INC.
______________________ By _________________________________
Name: Name: Xxxxxxx X. Xxxxxxx
Title: Title: Senior Vice President - General
Counsel
Attest: CONTINENTAL STOCK
TRANSFER & TRUST COMPANY
As Rights Agent
______________________ By _________________________________
Name: Name:
Title: Title:
