EXHIBIT 4.5
AMENDMENT THREE
TO
RIGHTS AGREEMENT
THIS AMENDMENT THREE TO RIGHTS AGREEMENT is dated as of January 11, 1996,
between CommNet Cellular Inc. (formerly known as Cellular, Inc.), a Colorado
corporation (the "Company"), and State Street Bank and Trust Company (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of December 10, 1990 (as amended, the "Rights Agreement"); and
WHEREAS, Section 26 of the Rights Agreement provides that prior to the
earlier of the Distribution Date or the occurrence of an Adverse Person Event,
the Company may, by resolution of the Board of Directors, supplement or amend
the Rights Agreement; and
WHEREAS, neither the Distribution Date nor an Adverse Person Event has
occurred and, the Board of Directors, by resolution, has determined it to be in
the best interest of the Company to amend the Rights Agreement and has directed
the Rights Agent to amend the Rights Agreement;
NOW, THEREFORE, in consideration of the obligation of the parties set forth
in the Rights Agreement, the parties hereby agree as follows:
1. The definition of "acquiring person" in Section 1(a) of the Rights Agreement
is hereby amended in its entirety to read as follows:
"Acquiring person" shall mean any Person who or which, together with all
Affiliates and Associates of such Person, shall be the Beneficial Owner of
25% or more of the shares of Common Stock of the Company then outstanding,
provided that an Acquiring Person shall not include an exempt person.
2. The Rights Agreement, as amended hereby, remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Three to
Rights Agreement to be duly executed and their respective corporate seals to be
affixed and attested, all as of the day and year first above written.
COMMNET CELLULAR INC.
ATTEST: By: /s/ Xxxxxx X. Xxxxx
Its: Executive Vice President
By: /s/ Xxx X. Xxxxxxx
Name: Xxx X. Xxxxxxx
Title: Secretary
[CORPORATE SEAL]
STATE STREET BANK AND TRUST COMPANY
ATTEST: By: /s/ Xxxxxxx Xxxxx
Its: vice president & associate counsel
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Senior Client Administrator
[CORPORATE SEAL]
