EXHIBIT 10(c)
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 is the record or beneficial owner as of the
date hereof and that, as of the date hereof, the undersigned owns them 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, the related Registration Rights Agreement dated
the same date, the Voting Agreement dated as of May 10, 1998 among Smurfit
International B.V., MSLEF and Xx. Xxxxx X. Xxxxx and the Stock Purchase
Agreement dated as of May 10, 1998 among Smurfit International B.V., Jefferson
Smurfit Group plc, MSLEF and certain other shareholders of JSC. If, after the
date hereof, the undersigned acquires beneficial ownership of any additional
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. Without limiting the scope or effect of paragraph (1) 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 the undersigned on the record date for the JSC
Stockholders' Meeting (as defined in the Merger Agreement).
3. 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 obligation of the undersigned under
paragraph (2) 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,
XXXXXX XXXXXXX LEVERAGED
EQUITY FUND II, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice Chairman
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 MSLEF Interests
31,574,540 Shares*
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* Subject to decrease to the extent Shares (other than Shares to be
sold to SIBV or its Affiliates) are sold or distributed prior to the record
date.
