JARDEN CORPORATION
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
February 10, 2004
The Board of Directors
Xxxxx Ticonderoga Company
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxx
XX 00000
Attention: Xxxx X. Xxxx
Re: Amendment to Exclusivity Agreement
Dear Sirs:
Reference is made to the Exclusivity Agreement, dated January 9, 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") among the Buyer, a
wholly owned subsidiary of Buyer to be formed ("Newco"), and Xxxxx
Ticonderoga Company, a Delaware corporation (the "Company"), in which Buyer
and/or Newco would acquire all of the issued and outstanding shares of
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The Board of Directors
Xxxxx Ticonderoga Company
Page 2
common stock of the Company by merger or otherwise or acquire assets of the
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) February
29, 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 10, 2004" to "February 29, 2004".
In all other respects, the terms of the Exclusivity Agreement shall remain
the same.
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: SVP
AGREED TO AND ACCEPTED
ON FEBRUARY 10, 2004
XXXXX TICONDEROGA COMPANY
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: CFO
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