AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of September 9, 1999, to the Rights Agreement,
dated as of November 6, 1996 by and between Premark International, Inc. (the
"Company") and Norwest Bank Minnesota, N.A. (as Rights Agent) (as heretofore
amended, the "Rights Agreement").
WHEREAS, the Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and
WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger (as it may be amended or supplemented from time to time, the "Merger
Agreement"), dated as of September 9, 1999, among the Company and Illinois Tool
Works Inc. ("Parent") and CS Merger Sub Inc. ("Sub"), and a Stock Option
Agreement (as it may be amended or supplemented from time to time, the "Stock
Option Agreement"), dated as of September 9, 1999, between the Company and
Parent (all capitalized terms used in this Amendment and not otherwise defined
herein shall have the meaning ascribed thereto in the Merger Agreement); and
WHEREAS, the Board of Directors has determined that the Merger and
the other transactions contemplated by the Merger Agreement are fair to and in
the best interests of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is desirable
to amend the Rights Agreement to exempt the Merger Agreement and the Stock
Option Agreement and the transactions contemplated thereby from the application
of the Rights Agreement.
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
Notwithstanding the foregoing, neither Illinois Tool Works Inc.
("Parent") nor CS Merger Sub Inc. ("Sub"), shall be deemed to be an
Acquiring Person by virtue of the execution and delivery of the
Agreement and Plan of Merger (the "Merger Agreement") to be entered
into as of September 9, 1999, among the Company, Parent and Sub, or
the Stock Option Agreement (the "Stock Option Agreement") to be
entered into as of September 9, 1999, between the Company and
Parent, or as a result of the consummation of the transactions
contemplated by the Merger Agreement or the Stock Option Agreement."
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2. Section 1(l) of the Rights Agreement is hereby modified and
amended by adding the following sentence at the end thereof:
"Neither the execution and delivery of the Merger Agreement or the
Stock Option Agreement, nor consummation of the transactions
contemplated by the Merger Agreement or the Stock Option Agreement,
shall cause a Shares Acquisition Date."
3. Section 3(a) of the Rights Agreement is hereby modified and
amended to add the following sentence immediately following the first sentence
thereof:
"Notwithstanding the foregoing, neither the execution and delivery
of the Merger Agreement or the Stock Option Agreement, nor
consummation of the transactions contemplated by the Merger
Agreement or the Stock Option Agreement, shall cause a Distribution
Date."
4. Clause (i) of Section 7(a) of the Rights Agreement is hereby
modified, amended and restated in its entirety as follows:
"(i) the earliest of (x) the close of business on November 6, 2006,
(y) such other date as may be established by the Board of Directors
prior to the expiration of the Rights, or (z) the time immediately
prior to the consummation of the merger contemplated by the Merger
Agreement (such earliest date, the "Final Expiration Date"),
5. Section 15 of the Rights Agreement is hereby modified and amended
to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedy or
claim under this Agreement in connection with any transactions
contemplated by the Merger Agreement or the Stock Option Agreement."
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IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
PREMARK INTERNATIONAL, INC.
By: /s/ Nancy Rosengrin
-----------------------------
Name: Nancy Rosengrin
Title: Vice President
NORWEST BANK MINNESOTA, N.A.
(as Rights Agent)
By: /s/ Lawrence W. Skatoff
-----------------------------
Name: Lawrence W. Skatoff
Title: Senior Vice President and
Chief Financial Officer
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