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EXHIBIT 4.22
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 IXC COMMUNICATIONS, INC., a Delaware
corporation (the "Company"), and U.S. Stock Transfer Corporation (the "Rights
Agent"), dated as of September 9, 1998, between the Company and the Rights Agent
(the "Rights Agreement").
WHEREAS the Company has duly authorized the execution and delivery of
this Amendment and all things necessary to make this Amendment a valid agreement
of the Company 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:
"(gg) Notwithstanding anything in this Agreement to the contrary,
neither Parent 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 Stockholders Agreements or the Option Agreement, and
neither Parent nor any of its Affiliates or Associates shall be deemed to be an
Acquiring Person, each by the reason of the approval, execution, delivery or
performance of the Merger Agreement, the Stockholders Agreements or the Option
Agreement or the consummation of the transactions contemplated by the Merger
Agreement, the Stockholders Agreements or the Option Agreement.
"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
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subsidiary of Parent, and the Company, as amended from time to time in
accordance with its terms;
"Merger" shall have the meaning assigned to such term in the Merger
Agreement;
"Option Agreement" shall mean the Stock Option Agreement dated as of
July 20, 1999, between the Company, as issuer, and Parent, as grantee;
"Parent" shall mean CINCINNATI XXXX INC., an Ohio Corporation; and
"Stockholders Agreements" shall have the meaning assigned to such term
in the Merger Agreement."
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,
neither a Distribution Date a Flip-In Event, a Flip-Over Event nor a Stock
Acquisition Date shall be deemed to have occurred solely as the result of the
approval, execution, delivery or performance of the Merger Agreement, the
Stockholders Agreements or the Option Agreement or the consummation of the
transactions contemplated by the Merger Agreement, the Stockholders Agreements
or the Option Agreement."
4. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is
amended by deleting the word "or" in the penultimate line of that section and
substituting in its place "," and inserting immediately after the word "hereof"
in the last line of that section the following clause: "or (iv) immediately
prior to the Effective Time of the Merger. Upon the Expiration Date, the Rights
shall expire."
5. 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.
6. Miscellaneous. 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. 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: IXC COMMUNICATIONS, INC.,
/s/ Xxxxxxx X. Xxxxx by /s/ Xxxx X. Xxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxx
Title: Senior Vice President Title: President
Attest: U.S. STOCK TRANSFER CORPORATION,
/s/ Xxxxxxx X. Xxxxx by /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxx
Title: Vice-President Title: Assistant Vice-President
