EX-1
FIRST AMENDMENT TO THE 1997 RIGHTS AGREEMENT
This First Amendment (this "Amendment") is made as of
November 12, 1998 between Airgas, Inc., a Delaware corporation (the
"Company"), and The Bank of New York, a New York banking corporation, as
Rights Agent (the "Rights Agent").
The Company and the Rights Agent entered into a Rights Agreement,
dated as of April 1, 1997 (the "Rights Agreement").
Pursuant to Section 26 of the Rights Agreement, the Board of
Directors of the Company has authorized this amendment to the Rights
Agreement.
Accordingly, in consideration of the premises and mutual
agreements herein set forth, and intending to be legally bound hereby, the
parties hereby agree as follows:
Section 1. Amendments to Rights Agreement. The Rights Agreement
shall be amended as follows:
(a) The first sentence of Section 3(a) of the Rights
Agreement is hereby amended
by deleting the words ", provided that if such determination occurs on or
after the date of an Adverse Change in Control, then such date may be
extended only if there are Continuing Directors in office and such
extension is authorized by a majority of such Continuing Directors".
(b) Section 23(a) is hereby deleted in its entirety and
replaced with the following:
"The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) any Person becoming an Acquiring
Person or (ii) the Close of Business on the Final Expiration
Date, redeem all, but not less than all, of the then outstanding
Rights at a redemption price of $.001 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption
price being hereinafter referred to as the "Redemption Price").
Notwithstanding the foregoing, in the event payment of the
Redemption Price to a holder of Rights would result in the
payment of an amount not equal to $.01 or an integral multiple of
$.01, the amount to be paid shall be rounded upward to the next
$.01. The Company may, at its option, pay the Redemption Price
in cash, shares of Common Stock (based on the current market
price per share at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors."
(c) The first and second sentences of Section 27 are hereby
deleted in their entirety and replaced with the following:
EX-2
"Prior to the earliest of (i) the Distribution Date or (ii) a
Triggering Event, the Company may and the Rights Agent shall, if
the Company so directs, supplement or amend any provision of this
Agreement (including supplements or amendments that may be deemed
to affect the interests of the holders of Right Certificates
adversely) without the approval of any holders of certificates
representing shares of Common Stock and associated Rights. From
and after the earliest of (i) the Distribution Date or (ii) a
Triggering Event, the Company may and the Rights Agent shall, if
the Company so directs, supplement or amend this Agreement
without the approval of any holders of Right Certificates (i) to
cure any ambiguity or to correct or supplement any provision
contained herein which may be defective or inconsistent with any
other provisions herein or (ii) to make any other changes or
provisions in regard to matters or questions arising hereunder
which the Company may deem necessary or desirable; provided,
however, that no such supplement or amendment shall adversely
affect the interests of the holders of Rights as such (other than
an Acquiring Person or an Affiliate or Associate of any such
Acquiring Person), and no such supplement or amendment may cause
the Rights again to become redeemable at such time as the Rights
are not then redeemable or cause this Agreement again to become
amendable other than in accordance with this sentence."
(d) The third sentence of Section 27 is hereby amended by
deleting the words "or, so long as any Person is an Acquiring Person
hereunder, the Continuing Directors".
(e) Section 29 is hereby amended by (i) deleting in each
instance where they appear the words "(with, where specifically provided
for herein, the concurrence of the Continuing Directors)", and
(ii) deleting from the last sentence thereof the words "or the Continuing
Directors".
Section 2. One Agreement. Except as otherwise expressly provided
in this Amendment, all of the terms, conditions and provisions of the
Rights Agreement shall remain the same, and the Rights Agreement, as
amended hereby, shall continue in full force and effect and this Amendment
and the Rights Agreement shall be read and construed as one instrument.
Section 3. Governing Law. This Amendment 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 such
State.
Section 4. Counterparts. This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed an
original and all of which when taken together shall constitute one and the
same instrument.
EX-3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, all as of the date and year first written above.
AIRGAS, INC.
By: /s/ X.X. Xxxx Xx.
Name: X.X. Xxxx Xx.
Title: Sr. V.P. Law & Corp. Dev.
THE BANK OF NEW YORK,
As Rights Agent
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
