EXHIBIT 4.1
AMENDMENT No. 1 to the RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement, dated February
26, 2000, is executed as of July 11, 2000, by and between CFW Communications
Company, a Virginia corporation (the "Company"), and Registrar and Transfer
Company, a New Jersey corporation (the "Rights Agent").
WHEREAS, on February 26, 2000, the Company and the Rights Agent entered
into a Rights Agreement (the "Rights Agreement") to provide certain Rights to
the holders of Common Shares; and
WHEREAS, the parties hereto desire to amend the Rights Agreement to
clarify their agreement with respect thereto;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and based upon the mutual covenants
contained herein, the parties hereto agree as follows:
1. Subparagraph (a) of Section 1 is hereby deleted in its entirety, and
the following new subparagraph (a) is hereby inserted in lieu thereof:
(a) "Acquiring Person" shall mean any Person (as hereinafter defined)
who or which, alone or together with all Affiliates and Associates (as
hereinafter defined) of such Person, shall at any time become the Beneficial
Owner (as hereinafter defined) of either (i) 15% or more of the shares of Common
Stock then outstanding or (ii) 15% or more of the Rights then outstanding, but
shall not include (A) the Company, any Subsidiary (as hereinafter defined) of
the Company, 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; (B) Welsh, Carson,
Xxxxxxxx & Xxxxx VIII, L.P. ("WCAS"), any Controlled Entity and any person to
whom WCAS is permitted to transfer its Common Stock ("Permitted Transferee")
pursuant to the Shareholders Agreement dated July 11, 2000 among the Company,
WCAS and certain other Persons, only so long as WCAS, any Controlled Entity, and
any Permitted Transferee shall comply with Article 5 of the Shareholder's
Agreement among the Company, WCAS, and certain other Persons, or (C) any Person
who has become a Beneficial Owner (1) solely as a result of a reduction in the
number of Common Shares outstanding unless and until such time as (x) such
Person or any Affiliate or Associate of such Person shall thereafter become the
Beneficial Owner of any additional Common Shares, other than as a result of a
stock dividend, stock split or similar transaction effected by the Company in
which all holders of Common Shares are treated equally, or (y) any other Person
who is the Beneficial Owner of any Common Shares shall thereafter become an
Affiliate or Associate of such Person; or (2) by acquiring such Beneficial
Ownership in the good faith belief that such acquisition would not (x) cause
such Beneficial Ownership to equal or exceed 15% of the Common Shares then
outstanding and such Person relied in good faith on computing the percentage of
its Beneficial Ownership on publicly filed reports or documents of the Company
that are inaccurate or out-of-date or (y) otherwise cause a Distribution Date or
the adjustment provided for in Section 11(a) to occur. If any Person that is not
an Acquiring Person due to such clause (C)(2) does not reduce its percentage of
Beneficial Ownership of shares of Common Stock to less than 15% by the Close of
Business on the fifth Business Day after notice from the Company (the date of
notice being the first day) that such Person's Beneficial Ownership of shares of
Common Stock so exceeds 15%, such Person shall, at the end of such five Business
Day period, become an Acquiring Person (and such clause (C)(2) shall no longer
apply to such Person). For the purposes of this definition, the determination
whether a person acted in "good faith" shall be conclusively determined by the
Board of Directors of the Company, acting by vote of those directors of the
Company whose approval would be required to redeem the Rights under Section 23.
2. Section 1 is hereby amended to include the following new
subparagraph inserted after subparagraph (g):
(h) "Controlled Entity" shall mean any entity in which WCAS owns the
majority of the voting shares or securities or has the ability (whether through
the ownership of voting securities, contract or otherwise) to elect a majority
of the board of directors or other similar governing body or of which WCAS has
the authority to control or direct the investment decisions.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Rights Agreement effective as of the day and year first above written.
[SEAL]
CFW COMMUNICATIONS COMPANY
Attest:
By: By:
--------------------------------- --------------------------------
Secretary Xxxxx X. Xxxxxxxxx
Chairman and Chief Executive
Officer
[SEAL]
REGISTRAR AND TRANSFER COMPANY
Attest:
By: By:
--------------------------------- --------------------------------
Name: Name:
Title: Title:
