AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of May 10, 1998 (this "Amendment"), to
the Rights Agreement, dated as of July 25, 1988, as heretofore
amended (the "Rights Agreement"), between Stone Container
Corporation, a Delaware corporation (the "Company"), and The
First Chicago Trust Company of New York (successor to The First
National Bank of Chicago) (the "Rights Agent").
WHEREAS, the Company, Jefferson Smurfit Corporation, a
Delaware corporation ("Parent"), and JSC Acquisition Corporation,
a Delaware corporation ("Sub"), have proposed to enter into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which, among other things, Sub will merge into the Company (the
"Merger") and each outstanding share of common stock of the
Company, together with each Right (as defined in the Rights
Agreement), will be converted into .99 of a share of common
stock, par value $0.01 per share, of Parent;
WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement to render the Rights inapplicable to the
Merger;
WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement to, among other things, extend the Final
Expiration Date (as defined in the Rights Agreement); and
WHEREAS, pursuant to and in compliance with Section 27 of
the Rights Agreement, the Company and the Rights Agent desire to
amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and the
mutual agreements set forth herein and in the Rights Agreement,
the parties hereto agree as follows:
1. Section 3 of the Rights Agreement is hereby
amended by adding the following new paragraph at the end of
Section 3:
"(d) Notwithstanding anything in this Agreement
that might otherwise be deemed to the contrary, none of
Jefferson Smurfit Corporation, any of its Affiliates or
Associates or any of its permitted assignees or transferees
shall be deemed an Acquiring Person and no Distribution Date
shall be deemed to occur by reason of the approval,
execution or delivery of the Agreement and Plan of Merger,
dated as of May 10, 1998, among the Company, Jefferson
Smurfit Corporation, a Delaware corporation, and JSC
Acquisition Corporation, a Delaware corporation, including
any amendment or supplement thereto (the "Merger
Agreement"), the consummation of the Merger (as defined in
the Merger Agreement) or the consummation of the other
transactions contemplated by the Merger Agreement."
2. Section 7(a) of the Rights Agreement is hereby
amended to read as follows:
"(a) The registered holder of any Right Certificate
may exercise the Rights evidenced thereby (except as
otherwise provided herein) in whole or in part at any time
after the Distribution Date upon surrender of the Right
Certificate, with the form of election to purchase and
certification of status on the reverse side thereof duly
executed, to the Rights Agent at the principal office of the
Rights Agent, together with payment of the Purchase Price
for each one one-hundredth of a Preferred Share as to which
the Rights are exercised, at or prior to the earliest of (i)
the earlier of the close of business on the date on which
the Effective Time (as defined in the Merger Agreement)
occurs or the close of business on December 31, 1998 (such
earlier date being referred to as the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as
provided in Section 23 hereof (the "Redemption Date"), or
(iii) the time which such Rights are exchanged as provided
in Section 24 hereof."
3. The Form of Right Certificate attached to the
Rights Agreement as Exhibit B is hereby amended by inserting
after "July 25, 1988" in line 5 thereof the phrase "and amended
as of July 23, 1990, May 16, 1996 and May 10, 1998."
4. The Form of Right Certificate attached to the
Rights Agreement as Exhibit B is hereby amended by replacing the
date "August 8, 1998" in line 11 thereof with the phrase "the
earlier of the close of business on the date on which the merger
contemplated by the Agreement and Plan of Merger, dated as of May
10, 1998, among Jefferson Smurfit Corporation, JSC Acquisition
Corporation and the Company is consummated or the close of
business on December 31, 1998".
5. This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware.
6. This Amendment may be executed in counterparts and
each of such counterparts shall for all purposes be deemed to be
an original, and both such counterparts shall together constitute
but one and the same instrument.
7. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify,
amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects
and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and
year first above written.
STONE CONTAINER CORPORATION
By: _________________________
Name:
Title:
Attest
By: _______________________
Name:
Title:
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: _________________________
Name:
Title:
Attest
By: _______________________
Name:
Title:
