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Exhibit 4.6(b)
AMENDMENT NO.2 TO RIGHTS AGREEMENT
Agreement (this "Amendment") dated as of January 27, 1998, 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.
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 $200.00, 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.
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:
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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:
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Name: Name:
Title: Title:
