breach of fiduciary duty.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
cHURCH & DWIGHT cO., iNC,
as Issuer
By:
Name:
Title:
[
],
as Dealer
By:
Name:
Title:
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.The other dealers referred to in clause (b) of Section 1.2 of the Agreement
are:
_________________________________________
_________________________________________
_________________________________________
2.The following Section 3.8 is hereby added to the Agreement:
3.8Without limiting any obligation of the Issuer pursuant to this Agreement to
provide the Dealer with credit and financial information, the Issuer and the
Guarantor hereby acknowledges and agree that the Dealer may share the Company
Information and any other information or matters relating to the Issuer, the
Guarantor or the transactions contemplated hereby with affiliates of the Dealer,
including, but not limited to, Bank of America, National Association and that
such affiliates may likewise share information relating to the Issuer, the
Guarantor or such transactions with the Dealer.
3.The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Address: Church Dwight Co., Inc.
500 Charles Ewing Blvd
Ewing, NJ 08628
Attention:
Treasurer
Telephone number:
Fax number:
For the Dealer:
Address:
Attention:
Telephone number:
Fax number:
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR THAT
IS (1) AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT
THAT, (AN "INSTITUTIONAL ACCREDITED INVESTOR) AND (2) EITHER (i) PURCHASING
NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE
ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN
SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR
(iii) A FIDUCIARY OR AGENT (OTHER THAN SUCH A BANK, SAVINGS AND LOAN ASSOCIATION
OR OTHER INSTITUTION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH
ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B) A QUALIFIED
INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT
IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF
WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT
THE SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS OF
SECTION 5