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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as
of March 22, 1999, is between American Residential Services, Inc., a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C. (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement dated as of August 1, 1996 (the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 1.
a. Section 1 of the Rights Agreement is amended by adding
thereto a new definition immediately after the definition of "Fractional Share"
and immediately before the definition of "NASDAQ" which new definition shall
read as follows:
"'Merger Agreement' shall mean the Agreement and Plan of
Merger, dated as of March 22, 1999, by and among the Company,
The ServiceMaster Company, and SVM M9 Acquisition Corporation,
as the same may be amended from time to time."
b. Section 1 of the Rights Agreement is amended by amending
the definition of "Expiration Date" by deleting the word "and" immediately
preceding clause (iv) thereof and by adding the following new phrase immediately
following clause (iv) thereof: "and (v) immediately prior to the time that
shares of ARS Common Stock (as defined in the Merger Agreement) are accepted for
payment by Merger Subsidiary (as defined in the Merger Agreement) pursuant to
the Offer (as defined in the Merger Agreement) and payment is made to a
designated paying agent of the funds necessary to pay for the shares so
accepted, in accordance with the Merger Agreement."
2. Addition of New Section 35.
The Rights Agreement is amended by adding a Section 35 thereof
which shall read as follows:
"Section 35. Exception For Merger Agreement. Notwithstanding
any provision of this Agreement to the contrary, neither a
Distribution Date, Flip-In Event, Flip-Over Event nor a Stock
Acquisition Date shall be deemed to have occurred, neither
ServiceMaster or Merger Subsidiary (each as defined in the
Merger Agreement) nor any of their
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affiliates shall be deemed to have become an Acquiring Person,
and no holder of any Rights shall be entitled to exercise such
Rights under, or be entitled to any rights pursuant to, any of
Sections 3(a), 7(a), 11(a) or 13 of this Agreement, in any
such case solely by reason of (a) the approval, execution or
delivery of the Merger Agreement or any amendments thereof
approved in advance by the Board of Directors of the Company
or (b) the commencement or, prior to termination of the Merger
Agreement, the consummation of any the transactions
contemplated by the Merger Agreement in accordance with the
provisions of the Merger Agreement, including the Offer and
the Merger (each as defined in the Merger Agreement)."
3. Effectiveness.
This Amendment shall be deemed effective as of March 22, 1999 as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. Miscellaneous.
This 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. This Amendment may be executed in any
number of counterparts, 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. If any term, provision, covenant or restriction
of this 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 Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
AMERICAN RESIDENTIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Relationship Manager
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