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JARDEN CORPORATION
555 Theodore Fremd Avenue
Rye, New York 10580
January 9, 2004
The Board of
Directors
Dixon Ticonderoga
Company
195 International
Parkway
Heathrow
FL 32746
Attention: Gino N.
Pala
Dear Sirs:
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 Dixon Ticonderoga Company, a
Delaware corporation (the
"Company") in which Buyer and/or Newco would acquire
all of the issued and
outstanding shares of common stock (the "Shares") of the
Company, and to negotiate the
terms of definitive documentation with respect
thereto, the Company and the
Buyer agree that:
1. Public
Disclosure. Notwithstanding anything to the contrary
herein
(other than as provided in
the last sentence of this Section 1) or in the
Confidentiality Agreement
(defined below), promptly after the execution of this
letter agreement, the Company
will make public disclosure of this letter
agreement in a form and
manner mutually agreed upon by the parties. Except as
otherwise provided herein,
neither the Company nor Buyer (subject to
requirements of law) shall
make any disclosure to any other person or make any
public announcement regarding
the Transaction or the matters disclosed by any
party to the other in
connection with the Transaction without the prior
written
approval of both the Company
and Buyer. Nothing in this letter agreement or the
Confidentiality Agreement
shall preclude the
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The Board of
Directors
Dixon Ticonderoga
Company
Page 2
Buyer or the Company from
making any public announcement required, in the
reasonable opinion of their
respective counsel, in connection with any federal
or state securities laws,
rules or regulations, including the rules of a
national securities
exchange.
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 10, 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 merger agreement providing for the
merger of the Company with
and into Newco, or (iii) the time at which the
discussions and negotiations
with respect to the possible acquisition of the
Shares have been finally
terminated by the Buyer (the "Termination Date").
3.
Nonsolicitation. Prior to any Termination Date, the Company will
not,
nor will the Company permit
any of its subsidiaries to, nor will the Company
authorize or permit any of
its directors, officers, employees, representatives,
agents, or affiliates,
including any investment banker, advisor, attorney or
accountant retained or
formerly retained by it or any of its subsidiaries
("Representatives") to
directly or indirectly through another person, (i)
solicit, initiate, resume, or
encourage (including by way of furnishing or
disclosing non-public
information), or take any other action to facilitate,
any
inquiries or the making of
any proposal that constitutes, or may reasonably be
expected to lead to, any
Takeover Proposal (as defined below), (ii) participate
in any discussions or
negotiations regarding any Takeover Proposal, or (iii)
enter into any Acquisition
Agreement (as defined below); provided, that if the
Company's board of directors
determines in its good faith business judgment,
after consultation with
outside legal counsel, that the failure to furnish such
information or to participate
in such discussions or such negotiations is
reasonably likely to result
in a breach of the directors' fiduciary duties to
the Company's stockholders
under applicable law, then the Company and its
Representatives may, in
response to a Takeover Proposal that was not solicited
by the Company after the date
of this letter agreement and that did not
otherwise arise out of a
breach of this letter agreement, and subject to the
Company's compliance with the
terms of this letter agreement and providing Buyer
with at least two days' prior
written notice of its decision to take such action
(including, subject to
consent of the person making such Takeover Proposal,
specifying the material terms
of such Takeover Proposal and the identity of the
person making such Takeover
Proposal), (x) furnish information with respect to
the Company and its
subsidiaries to any person making a Takeover Proposal
pursuant to a customary
confidentiality agreement that permits the disclosures
to Buyer required by this
letter agreement and (y) participate in discussions or
negotiations regarding such
Takeover Proposal. Notwithstanding anything herein
to the contrary, if the
Company seeks to exercise its right to provide nonpublic
information or participate in
discussions or negotiations with a third party in
accordance with the proviso
to the first sentence of this Section 3, then the
Company may seek such third
party's consent to disclose to Buyer the material
terms of such third party's
Takeover Proposal and the identity of such third
party, it being understood
and agreed that the Company shall not be entitled to
exercise its right to provide
nonpublic information or enter into discussions or
negotiat
