FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT ("First Amendment"), dated
as of December 1, 1996, by and among Armor All Products
Corporation, a Delaware corporation (the "Company"), The
Clorox Company, a Delaware corporation ("Purchaser"), and
Shield Acquisition Corporation, a Delaware corporation
and a wholly owned subsidiary of Purchaser ("Sub").
RECITALS
A. The Company, Purchaser and Sub have
entered into an Agreement and Plan of Merger dated as of
November 26, 1996 (the "Merger Agreement").
B. Purchaser, Sub and McKesson Corporation, a
Delaware corporation and, as of the date hereof, the
record and beneficial owner of approximately 54.4% of the
issued and outstanding shares of common stock, par value
$0.01 per share, of the Company (the "Stockholder") have
entered into a Stockholder Agreement dated as of November
26, 1996 (the "Stockholder Agreement").
C. The Company, Purchaser and Sub have agreed
to amend the Merger Agreement as set forth below.
NOW THEREFORE, in consideration of the
foregoing and the mutual agreements set forth herein, and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Definitions. Capitalized terms used and
not otherwise defined in this Agreement shall have the
respective meanings assigned to such terms in the Merger
Agreement.
2. Certain Arrangements. Section 6.11 of the
Merger Agreement shall be deleted and replaced in its
entirety as follows:
Section 6.11 Certain Agreements. At or
prior to the Effective Time, the Company shall
cause that certain Services Agreement, dated as
of July 1, 1986 between the Company and
Stockholder, as amended through April 1, 1996
(the "Services Agreement"), to be amended in
the manner set forth in Section 8(f) of the
Stockholder Agreement; provided, however, that
all monies held by Stockholder pursuant to the
cash management program shall be remitted to
the Company at the Effective Time; provided,
further, that nothing in this provision shall
impact or cause the termination of that certain
Tax Allocation Agreement, dated as of July 1,
1986 between the Company and Stockholder.
3. Miscellaneous.
(a) The headings contained in this First
Amendment are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
First Amendment.
(b) This First Amendment may be executed in
two or more counterparts, each of which shall be deemed
an original but all of which shall be considered one and
the same agreement.
(c) This First Amendment shall be governed by,
and construed in accordance with, the laws of the State
of Delaware without giving effect to the principles of
conflicts of laws thereof.
(d) Except as specifically provided herein,
the Merger Agreement shall remain in full force and
effect. In the event of any inconsistency between the
provisions of this First Amendment and any provision of
the Merger Agreement, the terms and provisions of this
First Amendment shall govern and control.
IN WITNESS WHEREOF, the Company, Purchaser and
Sub have caused this First Amendment to be duly executed
and delivered as of the date first written above.
ARMOR ALL PRODUCTS CORPORATION
By________________________________
Name:
Title:
THE CLOROX COMPANY
By________________________________
Name:
Title:
SHIELD ACQUISITION CORPORATION
By________________________________
Name:
Title:
