EXHIBIT 10(b)
May 10, 1998
Stone Container Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The undersigned understands that Jefferson Smurfit Corporation ("JSC")
and Stone Container Corporation ("Stone") are entering into an Agreement and
Plan of Merger dated as of May 10, 1998 (the "Merger Agreement"), providing for,
among other things, a merger between Stone and a wholly owned subsidiary of JSC
(the "Merger"), in which all of the outstanding shares of common stock, par
value $0.01 per share, of Stone (the "Stone Common Stock") will be exchanged for
shares of common stock, par value $0.01 per share, of JSC (the "JSC Common
Stock").
The undersigned is a stockholder of JSC and is entering into this
letter agreement to induce you to enter into the Merger Agreement and to
consummate the transactions contemplated by the Merger Agreement.
The undersigned confirms its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule I
annexed hereto sets forth the number of shares of JSC Common Stock (the
"Shares") of which the undersigned or its subsidiaries is the record or
beneficial owner as of the date hereof and that, as of the date hereof, the
undersigned owns such Shares free and clear of all liens, charges, encumbrances,
voting agreements and commitments of every kind ("Liens"), other than Liens
under the Stockholders' Agreement dated as of May 3, 1994, as amended, among
Smurfit International B.V., Xxxxxx Xxxxxxx Leveraged Equity Fund II, Inc.
("MSLEF"), JSC and the other parties listed on the signature pages thereto, and
the Voting Agreement dated as of May 10, 1998 among Smurfit International B.V.,
MSLEF and Xx. Xxxxx X. Xxxxx. If, after the date hereof, the undersigned
acquires beneficial ownership of any shares of JSC Common Stock (any such
shares, "Additional Shares"), the provisions of this Agreement shall be
applicable to such Additional Shares as if such Additional Shares had been
Shares as of the date hereof.
2. The undersigned agrees that, prior to the Merger, it will not, and
it will not permit its subsidiaries to, contract to sell, sell or otherwise
transfer or dispose of any of the Shares, or any interest therein, or securities
convertible thereinto or any voting rights with respect thereto, other than to a
subsidiary of the undersigned or with your prior written consent.
3. Without limiting the scope or effect of paragraph (1) or (2)
hereof, the undersigned agrees to vote or cause to be voted in favor of the
issuance of shares of JSC Common Stock in the Merger and the amendments to the
JSC certificate of incorporation contemplated by the Merger Agreement all Shares
beneficially owned by it or its subsidiaries on the record date for the JSC
Stockholders' Meeting (as defined in the Merger Agreement).
4. If the Board of Directors of JSC shall not have recommended the
issuance of shares of JSC Common Stock in the Merger and the amendments to the
JSC certificate of incorporation contemplated by the Merger Agreement or shall
have modified in a manner materially adverse to Stone, or shall have withdrawn,
its recommendation in favor of the issuance of shares of JSC Common Stock in the
Merger and the amendments to the JSC certificate of incorporation contemplated
by the Merger Agreement, the obligations of the undersigned under paragraphs (2)
and (3) shall be suspended.
The undersigned has all necessary power and authority to enter into
this letter agreement. This agreement is the legal, valid and binding agreement
of the undersigned, and is enforceable against the undersigned in accordance
with its terms.
This letter agreement shall terminate, without further liability or
obligation of the undersigned, including liability for damages, upon the earlier
of the (i) termination of the Merger Agreement in accordance with its terms and
(ii) consummation of the Merger; provided that such termination shall not
relieve the undersigned from liability for breach of this Agreement.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to any applicable conflict
of law rules.
Nothing herein shall be construed to require the undersigned, or any
company, trust or other entity controlled by the undersigned, to take any action
or fail to take any action in violation of applicable law, rule or regulation.
Very truly yours,
SMURFIT INTERNATIONAL B.V.
By: /s/ Xxxxxxxx Xxx
--------------------------------
Name: Xxxxxxxx Xxx
Title: Attorney-in-Fact
Confirmed as of the date first above written:
STONE CONTAINER CORPORATION
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
SCHEDULE I
Aggregate Number of Shares Owned by Smurfit International B.V.
and its Subsidiaries
51,638,462 Shares
