JARDEN CORPORATION
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
February 27, 2004
The Board of Directors
Xxxxx Ticonderoga Company
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxx
XX 00000
Attention: Xxxx X. Xxxx
Re: Second Amendment to Exclusivity Agreement
Dear Sirs:
Reference is made to the Exclusivity Agreement, dated January 9, 2004,
as amended on February 10, 2004, by and between Jarden Corporation, a Delaware
corporation ("Buyer") and Xxxxx Ticonderoga Company, a Delaware corporation (the
"Company"). 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. The first paragraph of the Exclusivity Agreement is amended to read
in its entirety as follows:
In order to induce Jarden Corporation, a Delaware corporation
("Buyer"), to commit the resources, forego other potential
opportunities, and incur the legal, accounting and other incidental
expenses necessary to properly evaluate a potential transaction (the
"Transaction") between or among Xxxxx Ticonderoga Company, a Delaware
corporation (the "Company"), Buyer and/or a wholly owned subsidiary of
Buyer to be formed ("Newco"), in which Buyer and/or Newco would acquire
specified assets of the
The Board of Directors
Xxxxx Ticonderoga Company
Page 2
Company, and to negotiate the terms of definitive documentation with
respect thereto, the Company and the Buyer agree that:
2. 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) March 12, 2004 at 5:00 p.m. or, in the event such date
is extended by the mutual written agreement 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").
3. The date referenced in clause (ii) of Paragraph 6 of the Exclusivity
Agreement is changed from "February 29, 2004" to "March 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
----------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Senior Vice President
AGREED TO AND ACCEPTED
ON FEBRUARY 27, 2004
XXXXX TICONDEROGA COMPANY
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Financial Officer
