Exhibit 99.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
FIRST AMENDMENT, dated as of March 10, 2000 ("First Amendment"), to
Rights Agreement dated as of October 2, 1998 (the "Rights Agreement"), between
ArthroCare Corporation, a Delaware corporation (the "Company"), and Norwest Bank
Minnesota, N.A. (the "Rights Agent"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Rights Agreement.
All section and exhibit references are to sections and exhibits of the Rights
Agreement.
WHEREAS, pursuant to Section 27, the Company and the Rights Agent may
from time to time supplement or amend any provision of the Rights Agreement in
accordance with the terms of such Section 27.
NOW, THEREFORE, in consideration of the foregoing premises and mutual
agreements set forth in this Amendment, the parties hereby amend the Rights
Agreement as follows:
1. Section 7(b) is hereby amended by replacing "Fifty Dollars
($50.00)" with "Three Hundred Seventy Dollars ($370.00)."
2. Clause (i) of Section 23(a) is hereby amended by replacing "the
Distribution Date" with "a Triggering Event."
3. Section 24 is hereby amended by deleting paragraph (g) in its
entirety.
4. This first phrase of Section 27 is hereby amended by replacing
"the Distribution Date" with "a Triggering Event" and Section 27 is hereby
further amended by deleting paragraph (b) in its entirety.
5. The first paragraph of Exhibit B ("Form of Rights Certificate")
is hereby amended by replacing "Fifty Dollars ($50.00)" with "Three Hundred
Seventy Dollars ($370.00)."
6. The third paragraph of Exhibit C ("Summary of Rights" is hereby
amended by replacing "Fifty Dollars ($50.00)" with "Three Hundred Seventy
Dollars ($370.00)."
7. The seventh paragraph of Exhibit C ("Summary of Rights") is
hereby amended and restated in its entirety as follows: Rights will be
redeemable at the Company's option for $0.01 per Right at any time prior to the
earlier of the time that any person becomes an Acquiring Person (a "TRIGGERING
EVENT") and the close of business on the Final Expiration Date (as defined
below)."
8. The eighth paragraph of Exhibit C ("Summary of Rights") is hereby
amended to add "(the "FINAL EXPIRATION DATE")" after "November 14, 2006."
9. The ninth paragraph of Exhibit C ("Summary of Rights") is hereby
amended and restated in its entirety: "The terms of the Rights and Rights
Agreement may be amended in any respect without the consent of the Rights
holders on or prior to a Triggering Event; thereafter, the terms of the Rights
and the Rights Agreement may be amended without the consent of the Rights
holders in order to cure any ambiguities or to make changes which do not
adversely affect the interests of Rights holders (other than the Acquiring
Person)."
10. This First Amendment shall be effective as of the date hereof
and, except as expressly set forth herein, the Rights Agreement shall remain in
full force and effect and be otherwise unaffected hereby.
11. This First Amendment may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all such counterparts shall together constitute one and the same document.
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IN WITNESS WHEREOF, the parties have executed this First Amendment as
of the date first written above.
ARTHROCARE CORPORATION
By: /s/ Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx Xxxxx
Title: Chief Financial Officer
NORWEST BANK MINNESOTA, N.A.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
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Title: Vice President
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