Exhibit 99.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (the "First Amendment"), dated
as of March 17, 2000, between Safety-Kleen Corp., a Delaware corporation (the
"Company"), and Equiserve Trust Company, N.A. (the "Rights Agent").
WITNESSETH:
WHEREAS, the Board of Directors of the Company on October 5,
1999 authorized the issuance of certain rights to purchase Common Stock of the
Company and declared a dividend of such rights; and
WHEREAS, as of October 15, 1999, the Company and the Rights
Agent entered into a Rights Agreement (the "Original Rights Agreement") to set
forth their mutual agreements with respect to the rights authorized by the Board
of Directors on October 5, 1999; and
WHEREAS, the Board of Directors of the Company on March 17,
2000 authorized an amendment to the terms of the Original Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
1. Section 1(a) of the Original Rights Agreement is hereby amended and
restated in its entirety as follows:
"Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as
such term is hereinafter defined) of such Person, shall be the
Beneficial Owner (as such term is hereinafter defined) of 15% or
more of the outstanding Common Stock; provided, however, that an
Acquiring Person shall not include (i) an Exempt Person (as such
term is hereinafter defined) or (ii) Xxxxxxx Inc., a Canadian
corporation, unless Xxxxxxx Inc., together with the Affiliates and
Associates (as such term is hereinafter defined) thereof, becomes
the Beneficial Owner of more than 43,846,287 shares of Common Stock
(as adjusted for any stock splits or stock dividends approved by the
Board of Directors). Notwithstanding the foregoing, no Person shall
become an "Acquiring Person" as a result of an acquisition of shares
of Common Stock by the Company which, by reducing the number of such
shares then outstanding, increases the proportionate number of
shares beneficially owned by such person to 15% or more of the
outstanding Common Stock; provided that if a Person (other than an
Exempt Person) becomes the Beneficial Owner of 15% or more of the
outstanding
Common Stock by reason of share purchases by the Company and, after
such share purchases by the Company, becomes the Beneficial Owner of
any additional shares of Common Stock, such Person shall be deemed
to be an "Acquiring Person." The word "outstanding," when used with
reference to a Person's Beneficial Ownership of securities of the
Company, shall mean the number of such securities then issued and
outstanding together with the number of such securities not then
issued and outstanding which such Person would be deemed to own
beneficially hereunder.
2. Exhibit B to the Original Rights Agreement is hereby amended by
deleting from the third paragraph thereof the second sentence, which reads:
"Notwithstanding the foregoing, neither Xxxxxxx Inc., a Canadian corporation,
nor any Affiliate thereof, shall be deemed to be an Acquiring Person."
3. This First Amendment 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.
4. The First Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
5. If any term, provision, covenant or restriction of this First
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, illegal, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this First Amendment shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
6. Except as specifically set forth in this First Amendment, the
Original Rights Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Rights
Agreement to be duly executed, all as of the day and year first above written.
Attest:
SAFETY-KLEEN CORP.
By: /s/Xxxxx Xxxxxx XxXxxxx By: /s/Xxxxx X. Xxxxxx
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Xxxxx Xxxxxx XxXxxxx Xxxxx X. Xxxxxx
Corporate Counsel Secretary
Attest: EQUISERVE TRUST COMPANY, N.A.
By: /s/Xxxxxxxx X Xxxxx By: /s/Xxxxx X. Xxxxxxxx
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Xxxxxxxx X Xxxxx Xxxxx X. Xxxxxxxx
Senior Account Manager Senior Account Manager
