Exhibit 99.2
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT is made to be effective as of December 5, 1996,
between Barefoot Inc., a Delaware corporation (the "Company"), and National City
Bank (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement
dated as of April 11, 1995 and a First Amendment thereto dated as of October 15,
1995 (the "Rights Agreement"), setting forth the terms of the Company's common
stock purchase Rights (as defined in the Rights Agreement);
WHEREAS, the Company and the Rights Agent may from time to time supplement
or amend the Rights Agreement pursuant to the provisions of Section 27 of the
Rights Agreement; and
WHEREAS, all acts and things necessary to make this Amendment Agreement a
valid, legal and binding instrument of the Company and the Rights Agent have
been duly done, performed and fulfilled, and the execution and delivery hereof
by each of the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent, respectively.
NOW, THEREFORE, the Company and the Rights Agent hereby agree as follows:
1. Pursuant to Section 27 of the Rights Agreement, Section 1(c) of the
Rights Agreement is hereby amended to add the following sentence at the end of
such Section:
"The foregoing notwithstanding, neither ServiceMaster Limited
Partnership ("Purchaser") nor any of its Affiliates or Associates
shall be deemed to be the "Beneficial Owner" of, or to "beneficially
own," any securities of the Company which such Person may, directly or
indirectly, acquire or have the right to vote or dispose of, or may be
deemed to have the right to acquire, to vote or to dispose of, as a
result of the transactions contemplated by that certain Acquisition
Agreement (the "Acquisition Agreement"), among the Company, Purchaser
and ServiceMaster Acquisition Corporation (the "MergerSub") and that
certain Plan and Agreement of Merger (the "Merger Agreement"), among
the Company, Purchaser and MergerSub, including without limitation any
securities acquired as a result of the "Offer" and the "Merger" (as
such terms are defined in the Merger Agreement).
2. This Amendment Agreement may be executed in any number of counterparts,
each of which shall be an original, and such counterparts shall together
constitute but one and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings assigned to such terms
in the Rights Agreement.
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3. In all respects not inconsistent with the terms and provisions of this
Amendment Agreement, the Rights Agreement is hereby ratified and confirmed. In
executing and delivering this Amendment Agreement, the Rights Agent shall be
entitled to all of the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed and attested, all as of the day and year first above
written.
Attest: BAREFOOT INC.
/s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: V.P./Secretary Title: President
Attest: NATIONAL CITY BANK
/s/ Xxxxxxx X. Zurkovich By /s/ J. Xxxx Xxxxxxx
--------------------------------- ------------------------------------
Name: Xxxxxxx X. Zurkovich Name: J. Xxxx Xxxxxxx
Title: Assistant Vice President Title: Vice President
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