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Exhibit 2
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CONFORMED COPY
AMENDMENT AGREEMENT
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Amendment Agreement, dated as of October 27, 1994, between Puritan-
Bennett Corporation, a Delaware corporation (the "Company"), and UMB Bank, N.A.
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into a Rights Agreement, dated as of May 2, 1989 (the "Rights
Agreement"), setting forth the terms of Common Stock Purchase Rights of the
Company (the "Rights").
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 3(a)
of the Rights Agreement is hereby modified and amended to read in its entirety
as set forth in Annex A.
2. This Amendment Agreement 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. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be fully executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
PURITAN-BENNETT CORPORATION
By: /s/ Burton A. Dole, Jr.
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Name: Burton A. Dole, Jr.
Title: President
By: /s/ Daniel C. Weary
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Name: Daniel C. Weary
Title: Secretary and General Counsel
UMB BANK, N.A.
By: /s/ Nancy L. Hoffman
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Name: Nancy L. Hoffman
Title: Vice President
By: /s/ R. William Blomker
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Name: R. William Blomker
Title: Assistant Secretary
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Annex A
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(a) Until the earlier of (i) the Stock Acquisition Date or (ii) the close of
business on such day, as may, from time to time, be designated by the Board of
Directors (acting in its sole discretion), that is after the tenth business day
after the date of the commencement of, or first public announcement of the
intent of any Person (other than the Company, any subsidiary of the Company, or
any employee benefit plan of the Company or any of its subsidiaries or any
Person organized, appointed or established by the Company or any subsidiary of
the Company for or pursuant to the terms of any such plan) to commence (which
intention to commence remains in effect for five business days after such
announcement), a tender or exchange offer if, upon consummation thereof, such
Person would be an Acquiring Person, (the earlier of subsections (i) and (ii)
hereof being herein referred to as the "Distribution Date"), the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by the
certificates for Common Stock (which certificates for the Common Stock shall be
deemed also to be Rights Certificates) and not by separate Rights Certificates,
and the right to receive Rights Certificates will be transferable only in
connection with the transfer of the Common Stock. As soon as practicable after
the Distribution Date, the Rights Agent will send, by first-class, insured,
postage prepaid mail, to each record holder of the Common Stock as of the close
of business on the Distribution Date, at the address of such holder shown on
the records of the Company, a Rights Certificate, in substantially the form of
Exhibit A attached hereto, evidencing one Right for each share of the Common
Stock so held, subject to adjustment as provided herein. As of and after the
Distribution Date, the Rights will be evidenced solely by such Rights
Certificates.
As soon as practicable following the Record Date, the Company
will send a copy of a Summary of Rights, in substantially the form attached
hereto as Exhibit A (the "Summary of Rights"), by first-class, postage prepaid
mail, to each record holder of the Common Stock as of the close of business on
the Record Date, at the address of such holder shown on the records of the
Company. With respect to certificates for the Common Stock outstanding as of
the Record Date, until the Distribution Date (or earlier redemption, expiration
or termination of the Rights), the Rights will be evidenced by such
certificates for the Common Stock together with the Summary of Rights and the
registered holders of the Common Stock shall also be the registered holders of
the associated Rights. Until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the surrender for transfer of any of
the certificates for the Common Stock outstanding on the Record Date, even
without a copy of the Summary of Rights attached thereto, shall also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate.