_Exhibit 99-2
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JARDEN CORPORATION
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
March 12, 2004
The Board of Directors
Xxxxx Ticonderoga Company
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxx
XX 00000
Attention: Xxxx X. Xxxx
Re: Third Amendment to Exclusivity Agreement
Dear Sirs:
Reference is made to the Exclusivity Agreement, dated January 9, 2004,
as amended on February 10, 2004, and as further amended on February 27, 2004, by
and between Jarden Corporation, a Delaware corporation ("Buyer") and Xxxxx
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 discussions between Buyer and the Company of
potential alternative acquisition structures and Buyer's ongoing due diligence
review, Buyer and the Company hereby agree to amend the Exclusivity Agreement as
follows:
1. Paragraph 2 of the Exclusivity Agreement is amended to read in its
entirety as follows:
2. Exclusivity. Pursuant to this letter agreement and subject to
Section 3 hereof, the Buyer shall have the exclusive right to
negotiate with the Company on the terms and conditions of, and
definitive documentation for, the Transaction, which right shall
expire on the earlier of (i) April 12, 2004 at 5:00 p.m. or, in
the event such date is extended by the mutual written agreement
The Board of Directors
Xxxxx Ticonderoga Company
Page 2
of the Buyer and the Company, such later date, (ii) the execution
by Buyer, Newco and the Company of a definitive acquisition
agreement, and (iii) the time at which the discussions and
negotiations with respect to the Transaction have been finally
terminated by the Buyer (the "Termination Date").
2. The date referenced in clause (ii) of Paragraph 6 of the
Exclusivity Agreement is changed from "March 12, 2004" to "April 12, 2004".
In all other respects, the terms of the Exclusivity Agreement shall
remain the same.
The Board of Directors
Xxxxx Ticonderoga Company
Page 3
This amendment 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 amendment correctly expresses our mutual intentions, please
execute and return the enclosed copy of this letter to the undersigned.
JARDEN CORPORATION
By:/s/ Xxxxxxx XxXxxxxxx
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Name:Xxxxxxx XxXxxxxxx
Title:SVP
AGREED TO AND ACCEPTED
ON March 12, 2004
XXXXX TICONDEROGA COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Name:Xxxxxxx X. Xxxx
Title:CFO
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