1
EXHIBIT 4.5
SECOND AMENDMENT TO
RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (this "Amendment")
is made and entered into as of the 1st day of March, 1996, by and between
MEDICAL IMAGING CENTERS OF AMERICA, INC., a California corporation (the
"Company"), and HARRIS TRUST COMPANY OF CALIFORNIA (the "Rights Agent").
RECITALS
A. Whereas, the Company and Union Bank entered into a
Rights Agreement (the "Rights Agreement") dated as of October 2, 1991; and
B. Whereas, Harris Trust Company of California has replaced
Union Bank as Rights Agent under the Rights Agreement; and
C. Whereas, the Company and Harris Trust Company of
California previously entered into a First Amendment to Rights Agreement dated
as of January 23, 1996; and
D. Whereas, Section 27 of the Rights Agreement provides
that, subject to certain conditions not applicable here, the Company may
supplement or amend any provision of the Rights Agreement without the approval
of any holders of Right Certificates representing shares of Common Stock; and
E. Whereas, based on the advice of counsel to the
Company, the Board of Directors of the Company believes that certain amendments
to the Rights Agreement, as provided herein, are desirable and in the best
interests of the Company and its shareholders and has authorized certain
amendments to the Rights Agreement in the manner set forth herein.
AGREEMENT
NOW THEREFORE, the Company and the Rights Agent hereby agree
as follows:
1. Amendments. The Rights Agreement is hereby amended
as set forth below.
(a) The first sentence of Section 3(a) of the Rights
Agreement is hereby amended to read in its entirety as follows:
"(a) Until the earlier of (i) the seventh day after
the Shares Acquisition Date or (ii) the seventh day after the
date of the commencement of, or of the first public
announcement of the intention of any Person (other than the
Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company or any
entity holding Common Shares for or pursuant to the terms of
any such plan) to commence, a tender or exchange offer the
consummation of which would result in any Person becoming the
Beneficial Owner of Common Shares of the Company aggregating
30% or more of the then outstanding
1
2
Common Shares of the Company (including such date which is
after the date of this Agreement and prior to the issuance of
the Rights; the earlier of such dates being herein referred to
as the "Distribution Date"), (x) the Rights will be evidenced
(subject to the provisions of Section 3(b) hereof) by the
certificates for Common Shares registered in the name of the
holders thereof (which certificates shall also be deemed to be
Right Certificates) and not by separate Right Certificates,
and (y) the right to receive Right Certificates will be
transferrable only in connection with the transfer of Common
Shares."
(b) Section 23(b) of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(b) The Board of Directors of the Company may, at
its option, at any time prior to, or within seven (7) days
after a Shares Acquisition Date, redeem all but not less than
all of the then outstanding Rights at a redemption price of
$.05 per Right (after giving effect to the Reverse Stock
Split), appropriately adjusted to reflect any stock split,
stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as
the "Redemption Price"). The redemption of the Rights by the
Board of Directors may be made effective at such time on such
basis and with such conditions as the Board of Directors in
its sole discretion may establish. Anything contained in this
Rights Agreement to the contrary notwithstanding, the Rights
shall not be exercisable following a transaction or event
described in Section 11(a)(ii) prior to the expiration of the
Company's right of redemption hereunder."
2. No Other Changes. Except as specifically set forth
herein, no change to the Rights Purchase Agreement is intended by the parties
hereto. Except as modified hereby, the parties to the Rights Agreement hereby
reaffirm in all respects all of the covenants, agreements, terms and conditions
set forth in the Rights Agreement, which are incorporated in full herein by
reference, and all terms, conditions and provisions thereof shall remain in full
force and effect, except as amended hereby.
3. Miscellaneous. The headings and titles of this
Amendment are for convenience only and do not constitute a part hereof. This
Amendment shall be governed by and construed in accordance with the laws of the
State of California. This may be executed in any number of counterparts, any one
of which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
2
3
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
THE COMPANY:
MEDICAL IMAGING CENTERS OF AMERICA, INC.,
a California corporation
By: /s/ Robert S. Muehlberg
-----------------------------------------
Name: Robert S. Muehlberg
Its: President and Chief Executive
Officer
THE RIGHTS AGENT:
HARRIS TRUST COMPANY OF CALIFORNIA
By: /s/ Armando Ramos
-----------------------------------------
Name: Armando Ramos
Its: Vice President
3