AMENDMENT NO. 1
TO RIGHTS AGREEMENT
Amendment, dated as of November 21, 2000 (the "Amendment No. 1"),
between THE QUAKER OATS COMPANY, a New Jersey corporation (the "Company"), and
HARRIS TRUST AND SAVINGS BANK, a national banking association (the "Rights
Agent") and at the direction of the Company.
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of May 8, 1996 (the "Rights Agreement");
WHEREAS, the Company desires to enter into an agreement providing
for the merger of the Company with a wholly-owned subsidiary of The Coca-Cola
Company.
WHEREAS, there is not as of the date hereof any Acquiring Person
(as defined in the Rights Agreement);
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 27 thereof; and
WHEREAS, the effectiveness of this Amendment No. 1 is conditioned
upon approval of the terms set forth herein by the Company's Board of Directors
and the receipt by the Rights Agent of a Certificate of the Corporate Secretary
of the Company certifying such approval;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment No. 1, the
parties hereby agree as follows:
Section 1. Amendment to Definitions. Section 1 of the Rights
Agreement is amended to add the following paragraph as the last paragraph
thereof:
"Notwithstanding the foregoing, neither The Coca-Cola Company ("Coke") nor
any of its Affiliates shall become an Acquiring Person, nor shall any
Triggering Event, Distribution Date or Shares Acquisition Date occur, as a
result of the execution of the Agreement and Plan of Merger, dated as of
November 21, 2000 by and among the Company, WTN Corp. and Coke (as the
same may be amended from time to time, the "Merger Agreement") or the
related Option Agreement or consummation of the transactions contemplated
thereby pursuant to the terms of the Merger Agreement or the Option
Agreement."
Section 2. Rights Agreement as Amended. The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as forth herein, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
Section 3. Counterparts. This Amendment No. 1 may be executed
in any number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 4. Governing Law. This Amendment No. 1 shall be deemed
to be a contract made under the laws of the State of New Jersey and for all
purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts made to be performed entirely within such
State.
Section 5. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed as of the day and year first above written.
Attest: THE QUAKER OATS COMPANY
By: /s/ Margaret O'Shea By: /s/ John G. Jartz
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Name: Margaret O'Shea Name: John G. Jartz
Title: Title: Senior Vice President
Attest: HARRIS TRUST AND SAVINGS BANK, as
Rights Agent
By: /s/ JoAnne Diamond By: /s/ Edward W. Lyman
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Name: JoAnne Diamond Name: Edward W. Lyman
Title: Executive Assistant Title: Vice Chair
