AMENDMENT NO. 2
TO RIGHTS AGREEMENT
OF RENTAL SERVICE CORPORATION
THIS AMENDMENT NO. 2, dated as of June 28, 1999 (this "Amendment"),
to the Rights Agreement, dated as of April 16, 1999 (the "Rights Agreement"),
as amended by the Amendment, dated as of June 9, 1999 between RENTAL SERVICE
CORPORATION, a Delaware corporation (the "Company"), and CHASEMELLON
SHAREHOLDER SERVICES, L.L.C. (the "Rights Agent").
The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement. Pursuant to Section 26 of the Rights
Agreement, the Company and the Rights Agent may from time to time supplement or
amend the Rights Agreement in accordance with the provisions of Section 26
thereof. All acts and things necessary to make this Amendment a valid agreement
according to its terms have been done and performed, and the execution and
delivery of this Agreement by the Company and the Rights Agent have been in all
respects authorized by the Company and the Rights Agent.
The Company, Atlas Copco North America, Inc., a Delaware
corporation ("Parent") and Pandion Acquisition Corp. (the "Subsidiary") have
entered into an Agreement and Plan of Merger dated as of June 28, 1999.
In consideration of the foregoing premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereto agree as follows:
1. The second sentence of Section 1.1 of the Rights Agreement
is hereby amended and restated to read in its entirety as follows:
"Notwithstanding anything in this Agreement to the contrary, no
Person who is or shall become the Beneficial Owner of 10% or more of
the Common Shares of the Company then outstanding shall be an
"Acquiring Person" solely as the result of any one or more of the
following: (i) an acquisition of Common Shares by the Company which,
by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to
10% or more of the Common Shares of the Company then outstanding or
(ii) the acquisition by Parent or any Affiliate of Parent of
Beneficial Ownership of Common Shares of the Company pursuant to the
Offer (as defined in the Agreement and Plan of Merger dated as of
June 28, 1999 by and among Atlas Copco North America, Inc., a
Delaware corporation, Pandion Acquisition Corp. and the Company (the
"Plan of Merger")), or pursuant to the Merger (as defined in the
Plan of Merger), in each case in accordance with the terms of the
Plan of Merger, as the same may from time to time be amended."
2. Section 3.1 of the Rights Agreement is hereby amended by adding
as the final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as a
result of (i) the approval, execution or delivery of the Plan of
Merger or (ii) the making or acceptance for payment of Common Shares
pursuant to the Offer or the consummation of the Merger or the other
transactions contemplated thereby, in each case in accordance with
the terms of the Plan of Merger, as the same may from time to time
be amended."
3. Section 13.1 of the Rights Agreement is hereby amended by
adding as the final sentence thereto the following:
"Notwithstanding anything in this Agreement to the contrary, a
transaction of the kind referred to in this Section 13.1 shall not
be deemed to have occurred solely as a result of (i) the approval,
execution or delivery of the Plan of Merger or (ii) the making or
acceptance for payment of Common Shares pursuant to the Offer or the
consummation of the Merger or the other transactions contemplated
thereby, in each case in accordance with the terms of the Plan of
Merger, as the same may from time to time be amended."
4. Notwithstanding the terms of Section 7.1 to the contrary, the
Expiration Date established by clause (iii) thereof shall be the consummation
of the Merger and no earlier.
5. Except as expressly amended hereby, the Rights Agreement remains
in full force and effect in accordance with its terms.
6. The Rights Agreement, as amended by this Amendment, and each
Right Certificate issued under the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State;
except that all provisions regarding the rights, duties and obligations of
the Rights Agent shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be
performed entirely within such State.
7. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
8. This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed an original, and all such counterparts shall together constitute
but one and the same instrument.
9. Except as expressly set forth herein, this Amendment to the
Rights Agreement shall not by implication or otherwise alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed as of the day and year first above
written.
RENTAL SERVICE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxxxxxx
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Title: Assistant Vice President
