Document Eqy8wYern16KZ7rXK0vR7LO14

'INVa . ckxi -w^. 3{v .Cv a>-L/ ^ Cj^tu^ ^<n- o *u a ) s x j l o ^\vAC^\ X>\*.A\ u m^v CN^ * .. sr\ X c w- GLOOI876.3 which we have furnished you); and we are today entering into an Agreement and Plan of Merger with you dated today. We confirm that we will not agree to any amendment or modification of said Option Agreement prior to August 1, 1967 without ^our consent. We hereby agree that upon the happening of the following condi tions on or prior to July 31, 1967 (except a3 we may with your concurrence waive any such condition) we will give Greatamerica Corporation written notice that you are the "Purchaser" exclusively entitled to exercise the option provided by said Option Agreement, and we further agree not to alter or rescind such notice at any time prior to August 1, 1967; the conditions referred to are:- (a) Said Agreement and Plan of Merger shall have been duly adopted by the requisite vote of share holders of SCM; (b) You and we shall have obtained all requisite con sents relating to such merger from all persons whose consent is required to prevent the effective ness of the merger resulting in acceleration of any long term debt of yours or ours; and (c) You will be prepared to borrow the funds required to purchase our Common Stock pursuant to said . Option Agreement pursuant to the Bank Credit Agreement between you. Marine Midland Grace Trust Company of ; v New York and 15. other banks' (in the form of the . ' .. draft "Proof of June 15, 1967", No. 10618, with such changes therein, as shall have been approved /. ' by us), and you shall have .demonstrated to our. reasonable satisfaction that, the conditions 6f /.;,;"j lending contained in 6uch Bank Credit'Agreement : 't'-'';'* will be satisfied. -: ' Costings, DurKss Foods, Chsmlesls V /4:\- ./ i >.'I GLD018764 * > .-V ' .fv , ; - .*.,* m,\ v;'v' r- ? ' 0 v--. :Y-'-i\ >' ':' -V ; `SCK'Corporation::; %::'; :> ; ;-t .S.:'; / -2-^'/^.`.t.J^'JUnc .15,, 1967 * , *' *'/ 'il*\ :*v ; . * \ * V, ' t ( 'v vr: ^E^v^vYEy.V- '..;Y.: :--! ; :''.'*. '': v.v-' ` : -v '?<:'}?/. '* ', '.' }. V;' * - . ; -. . . . " :.?ou agree that ,promptly upon our giving notice to Greatamerica o Corporation at provided above you will give to Greatamerica ^ ` ^ Corporation notice of your exercise of the option as contemplated by the said Option Agreement specifying a purchase date:five days , .**.; thereafter, or the next succeeding business day. V `. Thereupon, we will call a meeting of our shareholders to consider '../' adoption of the said Agreement and Plan of Merger, to be held as promptly as practical thereafter. i. ; Very truly yours, THE GLIDDEN COMPANY -. ; , :. . : v WGP/dm I - Agreed to this 15th day oi t ^ : June, 1967. >v , SCM CORPORATION ; .BY J ; '( <M-,, n ..o'. . ^ , *> * - v. r - , /. ` -:J 'u.'i.'js.-fV'iij-...':;- ?>. *' iGLD0187> j6. 5. <: /';i v1 ;.. ;., ... ' ;