EXHIBIT 99.6
AMENDMENT NO.1 TO AGREEMENT
Reference is made to the Agreement made the 7th day of February, 2006 (the
"Agreement"), by and among Xxxxxxx Asset Management Corp. ("Sandell"), 00 Xxxx
00xx Xxxxxx, Xxx Xxxx, XX 00000, and Trian Fund Management, L.P. ("Trian"), 000
Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, with respect to X. X. Xxxxx
Company, a Pennsylvania corporation. The parties hereto desire to amend the
Agreement pursuant to this Amendment, made as of the 15th day of September, 2006
(this "Amendment"). Capitalized terms used and not defined herein shall have the
meanings ascribed thereto in the Agreement.
The parties hereto agree as follows:
1. AMENDMENT. The provisions of Section 5 of the Agreement are hereby deleted
and replaced in their entirety with the following:
"This Agreement shall terminate on December 1, 2006; PROVIDED, HOWEVER,
that the provisions set forth in Section 3 hereof and the governing law
provisions set forth in Section 6(a) hereof shall survive any termination of
this Agreement."
2. MISCELLANEOUS.
(a) Except as described in Section 1 above or in the agreement executed and
delivered on September 15, 2006 among Bear, Xxxxxxx & Co. Inc., Trian and
Xxxxxxx, the terms and provisions of the Agreement shall remain in full force
and effect.
(b) This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the undersigned have entered into this Amendment as
of the day and year first above written.
TRIAN FUND MANAGEMENT, X.X. XXXXXXX ASSET MANAGEMENT CORP.
By: Trian Fund Management GP, LLC,
its General Partner
By: /s/ XXXXXX X. GARDEN By: /s/ XXXXXX X. XXXXXXX
--------------------------------- -------------------------------
Name: Xxxxxx X. Garden Name: Xxxxxx. X. Xxxxxxx
Title: Member Title: Chief Executive Officer
