Exhibit 99-2
------------
JARDEN CORPORATION
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
March 26, 2004
The Board of Directors
▇▇▇▇▇ Ticonderoga Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇
Re: Termination of Exclusivity Agreement
------------------------------------
Dear Sirs:
Reference is made to the Exclusivity Agreement, dated January 9, 2004,
as amended on February 10, 2004, as further amended on February 27, 2004, and as
further amended on March 12, 2004, by and between Jarden Corporation, a Delaware
corporation ("Buyer") and ▇▇▇▇▇ Ticonderoga Company, a Delaware corporation (the
"Company"). Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Exclusivity Agreement. In view of the fact that
the discussions and negotiations with respect to the Transaction have been
finally terminated by Buyer and the Company as of the date hereof, Buyer and the
Company hereby agree that the Exclusivity Agreement shall terminate as of the
date hereof.
PeterThe Board of Directors
▇▇▇▇▇ Ticonderoga Company
Page 2
This letter may be signed in counterparts, each of which shall be
deemed to be an original and all of which shall constitute one agreement.
If this letter correctly expresses our mutual intentions, please
execute and return the enclosed copy of this letter to the undersigned.
JARDEN CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: SVP
AGREED TO AND ACCEPTED
ON MARCH 26, 2004
▇▇▇▇▇ TICONDEROGA COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: CFO
