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.vr\,: Vie <beve entered into an ''Option Agreement1! dated as of .
June 10, 1967;with Greatamerica Corporation with respect to
the purchase of approximately 2,157,123 shares of our Common
Stock (copy of which we have furnished j^ou)and we are today
entering into an Agreement and Flan 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 your consent.
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(. ^ _..We hereby agree that upon the happening of the following
conditions on or prior to July 31, 1967 (except as we may
with your concurrence waive any . such condition) we will give
Greatamerica Corporation written notice that you are the \ - " -.V:
"Purchaser" exclusively entitled to exercise the option provided
by said Option Agreement, and we further agree not to.alter or v. . ;y.,
rescind such notice at any time prior to August 1, 1967; the
conditions referred to are:
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o; (a) Said Agreement and .Plan of Merger shall !
have been duly adopted by the requisite vote of
shareholders of SCM;
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(b) You and we shall.have obtained all re-' ' ' . 7 ! i .
quisite consents relating to such merger from all *
persons whose consent is required to prevent the /77/ /'
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effectiveness of the merger'resulting in 'acceleration
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of any\long term debt of yours or ours; and
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June 15, 1967
(c) You will be prepared to borrow the ` funds required to purchase our Common Stock pur
suant to said Option Agreement pursuant to the Bank Credit Agreement between you, Karine Midland
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Grace Trust Company of New York and lj$ other banks (in the form of the draft "2nd proof of June 1967", No. 1061S, with such changes therein as shall have been approved by us), and you shall have demonstrated to our reasonable satisfaction that the conditions of lending contained in such Bank Credit Agreement will be satisfied. You agree that promptly upon our giving notice to Greatamerica Corporation as 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. 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.
Very truly yours,
Agreed to this 15th day of
June, 1967.
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SCM CORPORATION
By.
THE GLIDDEN COMPANY By____________ !________
Glf)9l6767