AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of January 21, 1999 (the "Amendment"),
between First Brands Corporation, a Delaware corporation (the "Company"),
and Continental Stock Transfer & Trust Company, a New York corporation (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of March 22, 1996 (the "Rights Agreement");
WHEREAS, there is not as of the date hereof any Acquiring Person
(as defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 26;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
Section 1. Amendment to Section 7(a). Section 7(a) of the
Rights Agreement is amended by deleting the words "and the" immediately
preceding the term "Redemption Date" and replacing such words with "," and
by adding the following after the term "Redemption Date": "and the
Effective Time of the Merger". For purposes of Section 7 (a) and Section
7(b), "Effective Time of the Merger" shall mean such time as a certificate
of merger (the "Merger Certificate") is duly filed with the Secretary of
State of the State of Delaware pursuant to Section 1.02 of the Agreement
and Plan of Reorganization and Merger, dated as of October 18, 1998 by and
among The Clorox Company, a Delaware Corporation ("Clorox"), Pennant, Inc.,
a Delaware Corporation and a wholly owned subsidiary of Clorox, and the
Company or at such later effective time as is specified in the Merger
Certificate."
Section 2. Amendment to Section 7(b). Section 7(b) of the
Rights Agreement is amended by deleting the words "and the" immediately
preceding the term "Redemption Date" and replacing such words with "," and
by adding the following after the term "Redemption Date": "and the
Effective Time of the Merger".
Section 3. Rights Agreement as Amended. The term "Agreement" as
used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby. The foregoing amendments shall be effective
as of the date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffected
hereby.
Section 4. Counterparts. This Amendment may be executed in any
number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 5. Governing Law. This Amendment shall be deemed to be
a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts made and to be performed entirely within
such State.
Section 6. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and year first above written.
Attest: FIRST BRANDS CORPORATION
/s/ Xxxxxxx Xxxxxxx By /s/ Xxxxxx X. Xxxxx
---------------------- ---------------------------
Name: Xxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxx
Title: Secretary Title:
Attest: CONTINENTAL STOCK TRANSFER
AND TRUST COMPANY
as Rights Agent
/s/ Xxxxxx Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------- ----------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Asst. Secretary Title: Vice President
