EXHIBIT 4.4(a)
AMENDMENT TO RIGHTS AGREEMENT
Agreement (this "Amendment") dated as of February 20, 1997,
between Intermedia Communications Inc., a Delaware Corporation (the "Company")
f/k/a Intermedia Communications of Florida, Inc., and Continental Stock Transfer
& Trust Company (the "Rights Agent").
Reference is made to the Rights Agreement between the Company and
the Rights Agent, dated as of March 7, 1996 (the "Agreement"). Capitalized terms
used herein and not otherwise defined herein have the respective meanings
ascribed to them in the Agreement.
1. Paragraph (b) of Section 7 of the Agreement is hereby
deleted and replaced with the following:
(b) The purchase price for each one-thousandth of a share (each
such one one-thousandth of a share being a "Unit") of Preferred Stock
upon exercise of Rights shall be $85.00, subject to adjustment from time
to time as provided in Sections 11 and 13(a) hereof (such purchase
price, as so adjusted, being the "Purchase Price"), and shall be payable
in accordance with paragraph (c) below.
2. The second sentence of paragraph (d)(ii) of Section 11
of the Agreement is hereby deleted and replaced with the following:
If the current market price per share of Preferred Stock cannot be
determined in the manner provided above or if the Preferred Stock is not
publicly held or listed or traded in a manner described in clause (i) of
this section 11(d), the "current market price" per share of Preferred
Stock shall be conclusively deemed to be an amount equal to 1000 (as
such amount may be appropriately adjusted for such events as stock
splits, stock dividends and recapitalizations with respect to Company
Common Stock occurring after the date of this Agreement) multiplied by
the current market price per share of Company Common Stock.
3. The last sentence of paragraph (d)(ii) of Section 11 of
the Agreement is hereby deleted and replaced with the following:
For all purposes of this Agreement, the "current market price" of a Unit
of Preferred Stock shall be equal to the "current market price" of one
share of Preferred Stock divided by 100 .
4. Paragraph (b) of Section 14 of the Agreement is hereby
deleted and replaced with the following:
(b) The Company shall not be required to issue fractions of
shares of Preferred Stock (other than fractions which are integral
multiples of one one-thousandth of a share of Preferred Stock) upon
exercise of the Rights or to distribute certificates which evidence such
fractional shares of Preferred Stock (other than fractions which are
integral multiples of one one-thousandth of a share of Preferred Stock).
In lieu of such fractional shares of Preferred Stock that are not
integral multiples of one one-thousandth of a share, the Company may pay
to the registered holders of Rights Certificates at the time such Rights
are exercised as herein provided an amount in cash equal to the same
fraction of the then current market price of a share of Preferred Stock
on the day of exercise, determined in accordance with Section 11(d)
hereof.
5. The term Unit as used throughout the Agreement, including any
exhibits to the Agreement and any certificates issued pursuant thereto, shall
have the meaning set forth above in Paragraph 1 of this Amendment.
6. Exhibit C is hereby amended to reflect that the number
of authorized Series A Preferred Shares shall be 40,000.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed, all as of the date first above written.
ATTEST: INTERMEDIA COMMUNICATIONS INC.
By:__________________ By:___________________________
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx,
Senior Vice President, President and Chief
Chief Financial Officer Executive Officer
ATTEST: CONTINENTAL STOCK TRANSFER AND
TRUST COMPANY
By:___________________ By:___________________________
Name: Name:
Title: Title:
