FIRST AMENDMENT
TO THE
RIGHTS AGREEMENT
AMENDMENT dated as of May 11, 1999 to the Rights Agreement dated as
of January 15, 1998 (the "Rights Agreement") between TCA Cable TV, Inc. (the
"Company") and ChaseMellon Shareholder Services, L.L.C., as rights agent (the
"Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 27 thereof, the following actions are hereby taken:
1. Amendment to Rights Agreement. The Rights Agreement is amended by:
(a) deleting from Section 1 the period at the end of the first
sentence of the definition of "Acquiring Person" and adding the
following text "; provided, however, that ▇▇▇ Communications, Inc.
("Cox") shall not be or become an Acquiring Person solely as a result of
the approval, execution or delivery of (I) the Agreement and Plan of
Merger (the "Merger Agreement") dated as of May ___, 1999 among the
Company, Cox and a subsidiary of Cox or (II) the Voting Agreement (the
"Voting Agreement"), dated as of May ___, 1999 between the Company, Cox
and certain shareholders of the Company, or the consummation of the
transactions contemplated by the Merger Agreement and the Voting
Agreement.";
(b) by adding a new Section 34 as follows:
"Section 34. Merger with Cox. Notwithstanding any provision
herein to the contrary, (a) neither Cox nor any of its wholly-owned
subsidiaries shall be considered an Acquiring Person under this Rights
Agreement, no Distribution Date or Stock Acquisition Date shall occur,
and no Rights shall be exercisable pursuant to Section 7, Section 11,
Section 13 or any other provision hereof, solely as a result of the
approval, execution or delivery of the Merger Agreement or the Voting
Agreement or the consummation of the transactions contemplated
thereby.";
(c) by deleting the following from Section 2:
"and the holders of the Rights (who, in accordance with Section 3
hereof, shall prior to the Distribution Date also be holders of Common
Stock)"; and
(d) by adding a new clause (c) to Section 18 as follows:
"(c) Anything to the contrary notwithstanding, in no event shall
the Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Rights Agent
has been advised of the likelihood of such loss or damage."
2. Full Force and Effect. Except as expressly amended hereby, the Rights
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof.
3. Governing Law. This Amendment shall be governed by and construed in
accordance with the law of the State of Texas applicable to contracts to be
made and performed entirely within such State.
IN WITNESS WHEREOF, the Company and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first written
above.
TCA CABLE TV, INC.
By: ___________________________________
Name:
Title:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: ____________________________________
Name:
Title:
