FIRST AMENDMENT TO RIGHTS AGREEMENT
First Amendment (this "Amendment") dated as of March 16, 1998 to the
Rights Agreement dated as of March 5, 1996 (the "Rights Agreement") between 360
Communications Company, a Delaware corporation (the "Company"), and The Chase
Manhattan Bank, as successor in interest to Chemical Bank, as Rights Agent (the
"Rights Agent").
WHEREAS, the Board of Director of the Company has determined it
advisable and in the best interest of the Company and its stockholders to amend
the Rights Agreement as set forth herein immediately prior to and in connection
with the execution and delivery of (i) that certain Agreement and Plan of Merger
dated as of the date hereof among Alltel Corporation, a Delaware corporation
("Parent"), Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent, and the Company and (ii) the Stock Option Agreement dated
as of March 16, 1998 between the Company and Parent; and
WHEREAS, the Company has delivered to the Rights Agent a certificate
from an appropriate officer of the Company stating that this Amendment is in
compliance with the terms of Section 26 of the Rights Agreement and directing
the Rights Agent to execute this Amendment pursuant to Section 26 of the Rights
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual agreements
set forth herein and in the Rights Agreement, the parties hereby agree as
follows:
Section 1. Amendment to Rights Agreement. The Rights Agreement is
hereby amended as set forth in this Section 1.
(a) The definition of "Exempt Person" set forth in Section 1(o)
of the Rights Agreement is hereby amended and restated to read in its entirety
as follows:
"(o) "Exempt Person" shall mean (i) the Company, (ii) any
Subsidiary of the Company, (iii) 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, or (iv) ALLTEL or any Affiliate or Associate
of ALLTEL; provided that ALLTEL and any such Affiliate or Associate will
cease to be an Exempt Person in the event that any of ALLTEL, Merger Sub
or any Affiliate or Associate of ALLTEL or Merger Sub becomes the
Beneficial Owner of 15% or more of the shares of Common Stock then
outstanding other than pursuant to the terms of the Merger Agreement or
the Option Agreement."
(b) The definition of "Final Expiration Date" set forth in
Section 1(q) of the Rights Agreement is hereby amended and restated to read in
its entirety as follows:
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"(q) "Final Expiration Date" shall be the earlier of (i) March 5,
2006 and (ii) the time immediately prior to the Effective Time (as defined in
the Merger Agreement)."
(c) A new Section 1(mm) of the Rights Agreement is hereby added
to read in its entirety as follows:
"(mm) "ALLTEL" shall mean ALLTEL Corporation, a Delaware
corporation."
(d) A new Section 1(nn) of the Rights Agreement is hereby added
to read in its entirety as follows:
"(nn) "Merger Agreement" shall mean the Agreement and Plan
of Merger dated as of March 16, 1998 among ALLTEL, Merger Sub and the
Company, as the same may be from time to time amended."
(e) A new Section 1(oo) of the Rights Agreement is hereby added
to read in its entirety as follows:
"(oo) "Merger Sub" shall mean Pinnacle Merger Sub, Inc., a
Delaware corporation and a wholly-owned-subsidiary of ALLTEL."
(f) A new Section 1(pp) of the Rights Agreement is hereby added
to read in its entirety as follows:
"(pp) "Option Agreement" shall mean the Stock Option
Agreement dated as of March 16, 1998 between ALLTEL and the Company, as
the same may be from time to time amended."
Section 2. Miscellaneous.
(a) Capitalized terms used and not otherwise defined herein shall
have the meaning assigned to such terms in the Rights Agreement.
(b) The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended hereby.
(c) This Amendment shall be effective as of the time immediately
prior to the execution and delivery of the Merger Agreement, and, except as set
forth herein, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
(d) This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
(e) 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 the State of Delaware applicable to
contracts to be made and performed entirely within the State of Delaware.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the date first above written.
360 COMMUNICATIONS COMPANY
By:
Name: Kevin C. Gallagher
Title: Senior Vice President
Attest:
By:
Name: William M. Kochlefl
Title: Assistant Secretary
CHASE MANHATTAN BANK, as successor
to Chemical Bank, as Rights Agent
By:
Name:
Title:
Attest:
By:
Name:
Title:
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