<PAGE> 1
EXHIBIT 1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Amendment No. 2 to the Rights Agreement, dated as of
August 30, 2000, by and between Sybron Chemicals Inc., a Delaware corporation
(the "Company"), and Fleet National Bank (formerly BankBoston, N.A.) (the
"Rights Agent").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, on August 7, 1998 the Company and the Rights Agent
entered into a Rights Agreement (the "Original Agreement");
WHEREAS, on April 20, 1999, the Company and the Rights Agent
entered into Amendment No. 1 to the Original Agreement (the Original Agreement,
as amended by such amendment, is hereinafter referred to as the "Agreement" and
the terms of which are incorporated herein by reference and made a part hereof);
WHEREAS, the Company, with the unanimous approval of the Board
of Directors of the Company, has duly authorized the execution and delivery of
this Amendment No. 2 and this Amendment No. 2 is executed by the Company and the
Rights Agent pursuant to Section 26 of the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, and intending to be legally bound hereby, the
parties hereto agree that the Agreement shall be and hereby is amended as
follows:
1. Defined Terms. Terms defined in the Agreement and used and
not otherwise defined herein shall have the meanings given to them in the
Agreement.
2. Amendment of Section 1. Section 1 of the Agreement is
amended to add the following at the end of the paragraph entitled "Acquiring
Person":
"Notwithstanding anything to the contrary contained in this
Agreement, neither Bayer Corporation, an Indiana corporation
("Parent"), nor Project Toledo Acquisition Corp., a Delaware
corporation ("Purchaser"), shall at any time come within the
definition of an Acquiring Person as a result of the
transactions contemplated by the Agreement and Plan of Merger,
dated as of August 30, 2000, among Parent, Purchaser and the
Company (as such agreement may be amended from time to time,
the "Merger Agreement")."
3. Amendment of Section 3(a). Section 3(a) of the Agreement is
hereby amended to add the following paragraph at the end thereof:
<PAGE> 2
"Notwithstanding anything to the contrary contained
in this Agreement, the occurrence of (A) the approval,
execution and delivery of the Merger Agreement and the
Stockholder Agreement by and among Parent, Purchaser and
certain stockholders of the Company (as such agreement may be
amended from time to time, the "Stockholder Agreement"), (B)
the consummation of the transactions contemplated by the
Merger Agreement or the Stockholder Agreement or (C) the
announcement of any of the foregoing events will not,
individually or collectively, cause (i) the Rights to become
exercisable or (ii) the occurrence of a Distribution Date, a
Triggering Event or a Stock Acquisition Date."
4. Amendment of Section 7. Section 7 of the Agreement is
hereby amended to add the following at the end thereof:
"(g) Notwithstanding anything to the contrary
contained in this Agreement, immediately prior to the
acceptance for payment of shares of Common Stock pursuant to
the Offer (as defined in the Merger Agreement), all Rights
granted by this Agreement shall become null and void, this
Agreement shall be terminated and all provisions of this
Agreement, collectively and separately, shall be without
effect (including, without limitation, all sections pertaining
to redemption of the Rights)."
5. Rights Agreement as Amended. The term "Agreement" as used
in the Agreement shall be deemed to refer to the Agreement as amended hereby and
this Amendment No. 2 shall be effective as of August 30, 2000, as if executed on
such date. It is expressly understood and agreed that except as provided above,
all terms, conditions and provisions contained in the Agreement shall remain in
full force and effect without any further change or modification whatsoever.
6. Miscellaneous. This Amendment No. 2 shall for all purposes
be governed by and construed in accordance with the laws of the
State of Delaware.
[Remainder of Page Intentionally Blank]
-6-
<PAGE> 3
IN WITNESS WHEREOF, the parties have caused this Amendment No.
2 to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
Attest: SYBRON CHEMICALS INC.
By: /s/ John H. Schroeder By: /s/ Richard M. Klein
--------------------- --------------------
Name: John H. Schroeder Name: Richard M. Klein
Title: Executive Vice President Title: President
Attest: FLEET NATIONAL BANK
By: /s/ Sandra Burgess By: /s/ Margaret Prentice
------------------- ---------------------
Name: Sandra Burgess Name: Margaret Prentice
Title: Account Manager Title: Managing Director
-7-
