ESCROW AND EXCHANGE AGENT AGREEMENTEscrow and Exchange Agent Agreement • March 29th, 2006 • Fortune Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • New York
THIS ESCROW AND EXCHANGE AGENT AGREEMENT (this “Agreement”) is made as of [ ], 2006 by and among Fortune Brands, Inc., a Delaware corporation (“Parent”), Brightstar Acquisition LLC, an Illinois limited liability company and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), SBR, Inc., a West Virginia corporation (the “Company”), The Bank of New York, as escrow agent (the “Agent”), and Samuel B. Ross, II, in his capacity as Holders Representative (the “Holders Representative”).
Agreement to Furnish SchedulesAgreement to Furnish Schedules • March 29th, 2006 • Fortune Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures
Fortune Brands, Inc., as registrant under the Registration Statement on Form S-4 (File No. 333-131990), does hereby covenant and agree to deliver to the Securities and Exchange Commission upon request thereby any and all schedules to the merger agreement referenced in said Registration Statement. A list of each such schedule is set forth on Annex A to this Agreement to Furnish Schedules.
Form of opinion to be delivered by Mayer, Brown, Rowe & Maw at closing]Merger Agreement • March 29th, 2006 • Fortune Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures
Re: Agreement and Plan of Merger, dated as of February 9, 2006 (the “Merger Agreement”), by and between Fortune Brands, Inc., SBR, Inc, and Brightstar Acquisitions, LLC.
SBR, INC. ELECTION FORMMerger Agreement • March 29th, 2006 • Fortune Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures
Pursuant to the terms of the Agreement and Plan of Merger dated February 9, 2006 by and among Fortune Brands, Inc., Brightstar Acquisition LLC and SBR, Inc. (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), and as described and set forth in the Proxy Statement/Prospectus dated , 2006 delivered with this Election Form, upon consummation of the Merger each Company Common Share and/or Company Purchase Rights Share of SBR, Inc. will be converted into the right to receive either cash or Fortune Brands, Inc. common stock. As a holder of Company Common Shares and/or Company Purchase Right Shares, you are being given the opportunity to elect for each Company Common Share and Company Purchase Rights Share:
