Exhibit 2.2
AMENDMENT NUMBER ONE
TO
CARBONIC INDUSTRIES CORPORATION/AIRGAS, INC. MERGER AGREEMENT
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THIS AMENDMENT NUMBER ONE (this "Amendment") is being executed and
delivered by and among Airgas, Inc., a Delaware corporation ("Airgas") Airgas
Carbonic Industries, Inc., a Delaware corporation ("Sub"), Carbonic Industries
Corporation, a Florida corporation ("CIC") and the individuals identified below
as members of the CIC Shareholders' Agent Committee (the "Committee"), and is
dated as of May 5, 1997, in order to amend that certain Agreement and Plan of
Merger by and among Airgas, Sub and CIC and dated as of March 12, 1997 (the
"Merger Agreement") and by which Airgas, Sub, CIC and the Committee, in
consideration of the mutual promises contained in the Merger Agreement and in
this Amendment and other good and valuable consideration (the sufficiency,
mutuality and adequacy of which are hereby acknowledged), hereby agree as
follows:
1. Amendment to (S)2.1(c).
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(a) Merger Agreement (S)2.1(c) is hereby amended by deleting (S)2.1(c)
in its entirety and inserting in lieu thereof the following:
Airgas Stock Price. "Airgas Stock Price" shall be deemed to be $15.75
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per share of Airgas Common Stock.
(b) All uses of the defined term "Average Airgas Price" in the Merger
Agreement shall be deemed to be uses of the defined term "Airgas Stock Price."
2. No Other Effect on the Merger Agreement. Except as amended by this
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Amendment, the Merger Agreement remains in full force and effect.
3. Miscellaneous.
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(a) Captions; Certain Definitions. Titles and captions of or in this
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Amendment are inserted only as a matter of convenience and for reference and in
no way define, limit, extend or describe the scope of this Amendment or the
intent of any of its provisions. The parties to this Amendment agree to all
definitions in this Amendment. A capitalized term in this Amendment has the
same meaning as it has as a capitalized term in the Merger Agreement unless the
context clearly indicates to the contrary.
(b) Counterparts. This Amendment may be executed in one or more
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counterparts (one counterpart reflecting the signatures of all parties), each of
which shall be deemed to be an original, and it shall not be necessary in
making proof of this Amendment or its terms to account for more than one of such
counterparts. This Amendment may be executed by each party upon a separate
copy, and one or more execution pages may be detached from a copy of this
Amendment and attached to another copy in order to form one or more
counterparts.
Amendment Number One to
Carbonic Industries Corporation/
Airgas, Inc. Merger Agreement page 2 of 2
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DULY EXECUTED and delivered by Airgas, Sub, CIC and the Committee,
effective as set forth above.
AIRGAS, INC.
/s/ Xxxxxx X. Xxxxxxxx
By: ________________________
Xxxxxx X. Xxxxxxxx
Vice President
AIRGAS CARBONIC INDUSTRIES, INC.
/s/ Xxxxxx X. Xxxxxxxx
By: ------------------------
Xxxxxx X. Xxxxxxxx
Vice President
CARBONIC INDUSTRIES CORPORATION
/s/ J. Xxxxxx Xxxxxx
By: _________________________
J. Xxxxxx Xxxxxx
Chairman and President
THE MEMBERS OF THE CIC
SHAREHOLDERS' AGENT COMMITTEE
/s/ J. Xxxxxx Xxxxxx
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J. Xxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxxxx X. Wax
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Xxxxxxxx X. Wax
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