AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 16th, 1998 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledNovember 16th, 1998 Company Industry Jurisdiction
AGREEMENT ---------Agreement • December 16th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledDecember 16th, 1999 Company Industry
1 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 30th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • North Carolina
Contract Type FiledJuly 30th, 1999 Company Industry Jurisdiction
1 EXHIBIT 10.108 2 12/30/96Settlement Agreement • January 15th, 1997 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledJanuary 15th, 1997 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT ERIC KALTMAN WITH SHOREWOOD PACKAGING CORPORATIONEmployment Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledFebruary 29th, 2000 Company Industry
1 Exhibit 15 SHOREWOOD PACKAGING CORPORATION ----------------- NON-QUALIFIED STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated as of October 30, 1998, between Shorewood Packaging Corporation, a Delaware corporation, with its principal office at 277...Non-Qualified Stock Option Agreement • December 16th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledDecember 16th, 1999 Company Industry Jurisdiction
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 1997 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • North Carolina
Contract Type FiledAugust 1st, 1997 Company Industry Jurisdiction
STOCK OPTION AGREEMENT dated as of February 1, 1996 between Shorewood Packaging Corporation, a Delaware corporation, with its principal office at 277 Park Avenue, New York, New York 10172-0124 (the "Company") and Jefferson Capital Group, Ltd., a...Stock Option Agreement • March 14th, 1996 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledMarch 14th, 1996 Company Industry Jurisdiction
1 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • July 30th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledJuly 30th, 1999 Company Industry Jurisdiction
EXHIBIT F AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of February 16, 2000, to the Rights Agreement, dated as of June 12, 1995 (the "Agreement"), between Shorewood Packaging Corporation, a Delaware corporation (the "Company"), and The Bank of...Rights Agreement • March 6th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledMarch 6th, 2000 Company Industry
1 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 30th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • North Carolina
Contract Type FiledJuly 30th, 1999 Company Industry Jurisdiction
RECITALSStockholders Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
Exhibit 18 February 16, 2000 Mr. Howard M. Liebman 1302 Azure Place Hewlitt Harbor, New York 11557 Re: Employment Agreement Dear Howard: As you know, International Paper Company, a New York corporation ("Parent"), International Paper-37, Inc., a...Employment Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • Delaware
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
SHOREWOOD PACKAGING CORPORATION WITH HOWARD M. LIEBMANEmployment Agreement • December 14th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledDecember 14th, 1999 Company Industry
1 AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledDecember 14th, 1999 Company Industry
L I C E N S EAgreement • January 15th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledJanuary 15th, 1999 Company Industry Jurisdiction
EMPLOYMENT AGREEMENT LEONARD VEREBAY WITH SHOREWOOD PACKAGING CORPORATIONEmployment Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledFebruary 29th, 2000 Company Industry
February 29, 2000 Dear Fellow Stockholders: We are pleased to inform you that, on February 16, 2000, Shorewood Packaging Corporation ("Shorewood") entered into an Agreement and Plan of Merger (the "Merger Agreement") with International Paper Company...Shorewood Packaging Corp • February 29th, 2000 • Converted paper & paperboard prods (no contaners/boxes)
Company FiledFebruary 29th, 2000 IndustryWe are pleased to inform you that, on February 16, 2000, Shorewood Packaging Corporation ("Shorewood") entered into an Agreement and Plan of Merger (the "Merger Agreement") with International Paper Company ("IP") and International Paper-37, Inc. ("Purchaser"), a wholly owned subsidiary of IP. Pursuant to the Merger Agreement, Purchaser has today commenced a tender offer (the "IP Offer") to purchase all of the outstanding shares of Shorewood's common stock, including the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of June 12, 1995, between Shorewood and The Bank of New York, as Rights Agent (together, "Shares"), of Shorewood for $21.00 per Share in cash, without interest, subject to the terms and conditions contained in the Offer to Purchase and the related Letter of Transmittal that are included in Purchaser's offering materials. Under the Merger Agreement and subject to the terms thereof, following the IP Offer, Purchaser will be merged
1 AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledDecember 14th, 1999 Company Industry Jurisdiction
ANDRights Agreement • December 16th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledDecember 16th, 1999 Company Industry Jurisdiction
1 CONFIDENTIAL TREATMENT REQUESTED THIS WARRANT (AND THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT WITH RESPECT TO...Stock Warrant Agreement • July 30th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledJuly 30th, 1999 Company Industry Jurisdiction
1 NOTEShorewood Packaging Corp • July 31st, 1998 • Converted paper & paperboard prods (no contaners/boxes)
Company FiledJuly 31st, 1998 Industry
FORM OF TRUST AGREEMENTForm of Trust Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
AMENDMENT NO. 1 TO STOCK WARRANT AGREEMENTStock Warrant Agreement • August 1st, 1997 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledAugust 1st, 1997 Company Industry
W I T N E S S E T H: ----------Employment Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledFebruary 29th, 2000 Company Industry
Exhibit 23 STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT (the "Agreement") dated as of October 30, 1998, by and among the signatories listed on the signature page of this Agreement (each, a "Stockholder"...Stockholders and Registration Rights Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENTEmployee Non-Qualified Stock Option Agreement • December 16th, 1999 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledDecember 16th, 1999 Company Industry Jurisdiction
January 8, 1997 TO THE ATTACHED DISTRIBUTION LIST Re: Amended and Restated Credit Agreement dated as of February 25, 1994, among Shorewood Packaging Corporation (the "U.S. Borrower"), Shorewood Corporation of Canada Limited (the "Canadian Borrower")...Shorewood Packaging Corp • March 18th, 1997 • Converted paper & paperboard prods (no contaners/boxes)
Company FiledMarch 18th, 1997 Industry
SHOREWOOD PACKAGING CORPORATION --------------------- EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
1 CONFIDENTIAL TREATMENT REQUESTED STOCK WARRANT AGREEMENT STOCK WARRANT AGREEMENT ("Agreement") dated as of August 1, 1996, between SHOREWOOD PACKAGING CORPORATION, A DELAWARE CORPORATION, with its office at 277 Park Avenue, New York, New York 10172,...Stock Warrant Agreement • January 10th, 1997 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledJanuary 10th, 1997 Company Industry Jurisdiction
AGREEMENT ---------Exhibit 19 • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes)
Contract Type FiledFebruary 29th, 2000 Company Industry
1 2 d. All references to this AGREEMENT shall be interpreted to include all documents incorporated herein, unless such reference specifically provides otherwise. Titles of the Articles and Sections in this AGREEMENT are for convenience only, and are...1 Agreement • August 1st, 1997 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledAugust 1st, 1997 Company Industry Jurisdiction
Exhibit 20 SHOREWOOD PACKAGING CORPORATION ----------------- NON-QUALIFIED STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT dated as of October 30, 1998, between Shorewood Packaging Corporation, a Delaware corporation, with its principal office at 277...Shorewood Packaging • February 29th, 2000 • Shorewood Packaging Corp • Converted paper & paperboard prods (no contaners/boxes) • New York
Contract Type FiledFebruary 29th, 2000 Company Industry Jurisdiction
February 16, 2000 The Board of Directors Shorewood Packaging Corporation 277 Park Avenue New York, NY 10172 Ladies and Gentlemen: We understand that Shorewood Packaging Corporation ("Shorewood"), International Paper Company ("IP") and, a wholly owned...Shorewood Packaging Corp • February 29th, 2000 • Converted paper & paperboard prods (no contaners/boxes)
Company FiledFebruary 29th, 2000 IndustryWe understand that Shorewood Packaging Corporation ("Shorewood"), International Paper Company ("IP") and, a wholly owned acquisition subsidiary of IP ("IP Sub"), have entered into an Agreement and Plan of Merger dated as of February 16, 2000 (the "Merger Agreement") which provides, among other things, for (i) the tender offer by IP Sub (the "Tender Offer") for all of the outstanding shares of common stock, $0.01 par value per share (the "Common Stock"), of Shorewood, including the associated rights to purchase preferred stock (the "Rights" and, together with the Common Stock, the "Shares"), other than Shares owned by IP and its affiliates, at a price of $21.00 per Share, net to the seller in cash (the "Consideration"), and (ii) the subsequent merger (the "Merger") of IP Sub with and into Shorewood. Pursuant to the Merger, Shorewood will become a wholly owned subsidiary of IP and each outstanding Share, other than Shares held in treasury or owned by IP or its affiliates or as to which d