EXHIBIT 1
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VOTING AGREEMENT
This VOTING AGREEMENT (the "Agreement"), dated as of February 24,
2006, is made by and between Packaging Investors, L.P., a Delaware limited
partnership (the "Stockholder") and Xxxxxxxx, L.L.C., a Delaware limited
liability company ("Parent"). Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to such terms in the Merger
Agreement (as defined below).
WHEREAS, concurrently herewith, Parent, [Newco], a Delaware
corporation and wholly owned subsidiary of Parent ("Newco"), and [Target], a
Delaware corporation (the "Company"), are entering into an Agreement and Plan
of Merger (the "Merger Agreement"), providing for the merger of Newco with and
into the Company with the Company as the surviving corporation (the "Merger"),
upon the terms and subject to the conditions set forth in the Merger
Agreement;
WHEREAS, as of the date hereof, the Stockholder beneficially owns and
has the power to vote and dispose of 3,985,561 shares of common stock, par
value $0.01 per share, of the Company (the "Owned Shares" and, together with
any securities issued or exchanged with respect to such shares upon any
recapitalization, reclassification, merger, consolidation, spin-off, partial
or complete liquidation, stock dividend, split-up or combination of the
securities of the Company or any other change in the Company's capital
structure or securities of which the Stockholder acquires beneficial ownership
after the date hereof and prior to the termination hereof, whether by
purchase, acquisition or upon exercise of options, warrants, conversion of
other convertible securities or otherwise, collectively referred to herein as,
the "Covered Shares"); and
WHEREAS, as a condition to the willingness of Parent and Newco to
enter into the Merger Agreement, each of Parent and Newco has required that
the Stockholder agree, and in order to induce Parent and Newco to enter into
the Merger Agreement, the Stockholder has agreed, to enter into this Agreement
with respect to (a) the Covered Shares and (b) certain other matters as set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
ARTICLE I.
VOTING AGREEMENT
Section 1.1 VOTING AGREEMENT. The Stockholder hereby agrees
that during the Voting Period (as defined below), at any meeting of the
stockholders of the Company, however called, or at any adjournment thereof or
in any other circumstances upon which a vote, consent or other approval
(including by written consent) is sought, the Stockholder shall (i) when a
meeting is held, appear at such meeting or otherwise cause the Covered Shares
to be counted as present thereat for the purpose of establishing a quorum and
(ii) vote (or cause to be voted) in person or by proxy the Covered Shares in
favor of the Merger, the Merger Agreement and the transactions contemplated by
the Merger Agreement and (iii) vote (or cause to be voted) the
Covered Shares against any extraordinary corporate transaction (other than the
Merger), such as a merger, consolidation, business combination, tender or
exchange offer, reorganization, recapitalization, liquidation, sale or
transfer of a material amount of the assets or securities of the Company or
any of its subsidiaries (other than pursuant to the Merger) or any other
Acquisition Proposal. For the purposes of this Agreement, "Voting Period"
shall mean the period commencing on the date hereof and ending immediately
prior to any termination of this Agreement pursuant to Section 5.2 hereof.
Section 1.2 PROXY.
(a) THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, PARENT, THE
PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE
CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH OF
THEM INDIVIDUALLY, THE STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE
(AS DEFINED BELOW)) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF
SUBSTITUTION) TO VOTE THE COVERED SHARES IN ACCORDANCE WITH SECTION 1.1. THE
STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE)
AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH
OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY
AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE STOCKHOLDER WITH
RESPECT TO THE COVERED SHARES.
(b) Except with respect to breaches of representations,
warranties, covenants and agreements expressly set forth in this Agreement,
the parties acknowledge and agree that neither Parent, nor Parent's
successors, assigns, subsidiaries, divisions, employees, officers, directors,
shareholders, agents and affiliates, shall owe any duty to, whether in law or
otherwise, or incur any liability of any kind whatsoever, including without
limitation, with respect to any and all claims, losses, demands, causes of
action, costs, expenses (including reasonable attorney's fees) and
compensation of any kind or nature whatsoever to the Stockholder in connection
with, as a result of or otherwise relating to any vote (or refrain from
voting) by Parent of the Covered Shares subject to the irrevocable proxy
hereby granted to Parent at any annual, special or other meeting or action or
the execution of any consent of the stockholders of the Company. The parties
acknowledge that, pursuant to the authority hereby granted under the
irrevocable proxy, Parent may vote the Covered Shares pursuant to Section 1.1
in furtherance of its own interests, and Parent is not acting as a fiduciary
for the Stockholder.
(c) Except pursuant to Section 5.2 of this Agreement, this
irrevocable proxy shall not be terminated by any act of the Stockholder or by
operation of law (including, without limiting the foregoing, the termination
of any trust or estate for which the Stockholder is acting as a fiduciary or
fiduciaries or the dissolution or liquidation of any corporation or
partnership). If after the execution hereof any trust or estate should be
terminated, or if any corporation or partnership should be dissolved or
liquidated, or if any other such event or events shall occur before the
Termination Date, certificates representing the Covered Shares shall be
delivered by or on behalf of the Stockholder in accordance with the terms and
conditions of the Merger Agreement and this Agreement, and actions taken by
the Parent hereunder shall be as valid as if such termination, dissolution,
liquidation or other event or events had not occurred, regardless of
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whether or not the Parent has received notice of such termination,
dissolution, liquidation or other event.
Section 1.3 OTHER MATTERS. Except as set forth in Section 1.1,
the Stockholder shall not be restricted from voting in favor of, against or
abstaining with respect to any matter presented to the stockholders of the
Company. In addition, nothing in this Agreement shall give Parent or any of
its officers or designees the right to vote any Covered Shares in connection
with the election of directors.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent hereby represents and warrants to the Stockholder as follows:
Section 2.1 VALID EXISTENCE. Parent is a limited liability
company duly formed, validly existing and in good standing under the laws of
the State of Delaware and has the requisite power and authority to carry on
its business as it is now being conducted.
Section 2.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Parent has
all necessary power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly authorized,
executed and delivered by Parent and, assuming the due authorization,
execution and delivery by the other party hereto, constitutes a legal, valid
and binding obligation of Parent, enforceable against Parent in accordance
with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors rights
generally and by general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
Section 2.3 NO CONFLICT
(a) The execution and delivery of this Agreement by the Parent
does not, and the performance of its obligations under this Agreement by the
Parent and the consummation by the Parent of the transactions contemplated
hereby will not, (i) conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to the Parent or (ii) result in any
breach of or constitute a default (or an event that with notice or lapse of
time or both would become a default) under any contract to which the Parent is
a party; except for violations, breaches or defaults that would not materially
impair the ability of the Parent to perform its obligations hereunder.
(b) The execution and delivery of this Agreement by the Parent
does not, and the performance of its obligations under this Agreement will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any court or arbitrator or any governmental entity, agency
or official except for applicable requirements, if any, of the Securities
Exchange Act of 1934, as amended, and except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such filings or
notifications, would not materially impair the ability of the Parent to
perform its obligations hereunder.
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ARTICLE III.
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Parent as follows:
Section 3.1 VALID EXISTENCE. The Stockholder is a limited
partnership duly formed, validly existing and in good standing under the laws
of the State of Delaware.
Section 3.2 AUTHORITY RELATIVE TO THIS AGREEMENT. The
Stockholder has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
authorized, executed and delivered by the Stockholder and, assuming the due
authorization, execution and delivery by the other party hereto, constitutes a
legal, valid and binding obligation of the Stockholder, enforceable against
the Stockholder in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium or other similar laws relating
to creditors rights generally and by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).
Section 3.3 NO CONFLICT.
(a) The execution and delivery of this Agreement by the
Stockholder does not, and the performance of its obligations under this
Agreement by the Stockholder and the consummation by the Stockholder of the
transactions contemplated hereby will not, (i) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Stockholder
or (ii) result in any breach of or constitute a default (or an event that with
notice or lapse of time or both would become a default) under any contract to
which the Stockholder is a party; except for violations, breaches or defaults
that would not materially impair the ability of the Stockholder to perform its
obligations hereunder.
(b) The execution and delivery of this Agreement by the
Stockholder does not, and the performance of its obligations under this
Agreement will not, require any consent, approval, authorization or permit of,
or filing with or notification to, any court or arbitrator or any governmental
entity, agency or official except for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended, and except where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not materially impair the ability of the
Stockholder to perform its obligations hereunder.
Section 3.4 OWNERSHIP OF SHARES. As of the date hereof, the
Stockholder has good and marketable title to and is the record and beneficial
owner of the Owned Shares, free and clear of all pledges, liens, proxies,
claims, charges, security interests, preemptive rights, voting trusts, voting
agreements, options, rights of first offer or refusal and any other
encumbrances or arrangements whatsoever with respect to the ownership,
transfer or other voting of the Owned Shares, except liens granted to lending
institutions with respect to the extension of credit and the granting of loans
to the Stockholder; provided, however, such liens do not impair the ability of
the Stockholder nor require the consent of such lender (i) to sell, transfer
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or assign the Owned Shares pursuant to the Merger, (ii) to grant to Parent the
proxy hereunder or (iii) to or for the Stockholder to comply with its
obligations pursuant to Section 4.3 hereof.
Section 3.5 THE STOCKHOLDER HAS ADEQUATE INFORMATION. The
Stockholder is a sophisticated investor with respect to the Covered Shares and
has independently and without reliance upon Parent and based on such
information as the Stockholder has deemed appropriate, made its own analysis
and decision to enter into this Agreement. The Stockholder acknowledges that
Parent has not made nor makes any representation or warranty, whether express
or implied, of any kind or character except as expressly set forth in this
Agreement. Except to the extent expressly provided herein, the Stockholder
acknowledges that the agreements contained herein with respect to the Covered
Shares by the Stockholder are irrevocable, and that the Stockholder shall have
no recourse to the Covered Shares or Parent with respect to the Covered
Shares, except with respect to breaches of representations, warranties,
covenants and agreements expressly set forth in this Agreement.
Section 3.6 PARENT'S EXCLUDED INFORMATION. The Stockholder
acknowledges and confirms that (a) Parent may possess or hereafter come into
possession of certain non-public information concerning the Covered Shares and
the Company which is not known to the Stockholder and which may be material to
the Stockholder's decision to vote in favor of the Merger ("Parent's Excluded
Information"), (b) the Stockholder has requested not to receive Parent's
Excluded Information and has determined to vote in favor of the Merger
notwithstanding its lack of knowledge of Parent's Excluded Information, and
(c) Parent shall have no liability or obligation to the Stockholder in
connection with, and the Stockholder hereby waives and releases Parent from,
any claims which the Stockholder or its successors and assigns may have
against Parent (whether pursuant to applicable securities, laws or otherwise)
with respect to the non-disclosure of Parent's Excluded Information; provided,
however, nothing contained in this Section 3.6 shall limit the Stockholder's
right to rely upon the express representations and warranties made by Parent
in this Agreement, or the Stockholder's remedies in respect of breaches of any
such representations and warranties.
ARTICLE IV.
COVENANTS OF THE STOCKHOLDER
The Stockholder hereby covenants and agrees as follows:
Section 4.1 NO SOLICITATION. From and after the date of this
Agreement, the Stockholder will cease and cause to be terminated any
discussions or negotiations with any parties (other than Parent, Newco and
their respective representatives) that may be ongoing with respect to an
Acquisition Proposal. The Stockholder will not, and will not authorize or
permit its partners, employees or affiliates to directly or indirectly (i)
initiate, solicit, propose or knowingly encourage or facilitate any inquiries
or the making of any Acquisition Proposal (ii) enter into any agreement or
agreement in principle with respect to an Acquisition Proposal or (iii) engage
in negotiations or discussions with, or furnish any information or data to,
any person relating to, in connection with or which would reasonably likely
lead to an Acquisition Proposal.
Section 4.2 NO TRANSFER. Other than pursuant to the terms of
this Agreement or the Merger Agreement and except with respect to clause (ii)
below, as disclosed in Article III
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of this Agreement, without the prior written consent of Parent or as otherwise
provided in this Agreement, during the term of this Agreement, the Stockholder
hereby agrees to not, directly or indirectly, (i) grant any proxies or enter
into any voting trust or other agreement or arrangement with respect to the
voting of any Covered Shares or (ii) sell, pledge, assign, transfer, encumber
or otherwise dispose of (including by merger, consolidation or otherwise by
operation of law), or enter into any contract, option or other arrangement or
understanding with respect to the direct or indirect assignment, transfer,
encumbrance or other disposition of (including by merger, consolidation or
otherwise by operation of law), any Covered Shares. Promptly following the
date hereof, the Stockholder and Parent shall deliver joint written
instructions to the Company and to the Company's transfer agent stating that
the Owned Shares may not be sold, transferred, pledged, assigned,
hypothecated, tendered or otherwise disposed of in any manner without the
prior written consent of Parent or except in accordance with the terms and
conditions of this Agreement. If any Covered Shares are acquired after the
date hereof by the Stockholder, the foregoing instructions shall be delivered
upon acquisition of such Covered Shares.
Section 4.3 PUBLIC ANNOUNCEMENT. The Stockholder shall, except
as may be required by law, consult with Parent before issuing any press
releases or otherwise making any public statements with respect to the
transactions contemplated herein and shall not issue any such press release or
make any such public statement without the approval of Parent, except as may
be required by law.
Section 4.4 ADDITIONAL SHARES. The Stockholder shall as
promptly as practicable notify Parent of the number of any new Covered Shares
acquired by the Stockholder, if any, after the date hereof. Any such shares
shall be subject to the terms of this Agreement as though owned by the
Stockholder on the date hereof.
ARTICLE V.
MISCELLANEOUS
Section 5.1 CONSENT. Pursuant to the terms of the Stockholders
Agreement dated as of July 1, 2002, among the Company, the Stockholder, DCBS
Investors, L.L.C. and CB Investors, L.L.C., as amended, the Stockholder hereby
consents to the Merger, the Merger Agreement and the transactions contemplated
by the Merger Agreement.
Section 5.2 TERMINATION. This Agreement and all of its
provisions shall terminate upon the earlier of (i) the Effective Time, (ii)
the termination of the Merger Agreement in accordance with its terms, or (iii)
written notice of termination of this Agreement by Parent to the Stockholder
(such date of termination, the "Termination Date"); except that the provisions
of Article V shall survive any such termination.
Section 5.3 AMENDMENT OF MERGER AGREEMENT. The obligations of
the Stockholder under this Agreement shall terminate if the Merger Agreement
is amended or otherwise modified after the date hereof without the prior
written consent of the Stockholder in a manner that reduces or changes the
form of the Merger Consideration or if the Effective Time has not occurred by
September 30, 2006.
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Section 5.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
respective representations and warranties of the Stockholder and Parent
contained herein shall not be deemed waived or otherwise affected by any
investigation made by the other party hereto. The representations and
warranties contained herein shall expire with, and be terminated and
extinguished upon, consummation of the Merger, and thereafter no party hereto
shall be under any liability whatsoever with respect to any such
representation or warranty.
Section 5.5 FEES AND EXPENSES. Except as otherwise provided
herein or as set forth in the Merger Agreement, all costs and expenses
incurred in connection with the transactions contemplated by this Agreement
shall be paid by the party incurring such costs and expenses.
Section 5.6 NOTICES. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (a) on
the date of delivery if delivered personally, (b) on the first business day
following the date of dispatch if delivered by a nationally recognized
next-day courier service, (c) on the fifth business day following the date of
mailing if delivered by registered or certified mail (postage prepaid, return
receipt requested) or (d) if sent by facsimile transmission, when transmitted
and receipt is confirmed. All notices hereunder shall be delivered to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
5.6):
if to Parent:
Xxxxxxxx, L.L.C.
000 Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
with a copy to:
Ropes & Xxxx LLP
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
if to the Stockholder:
Packaging Investors, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx
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Additionally, any notice delivered to any party hereto shall also be
given to the Company in accordance with this Section 5.6 at:
Packaging Dynamics Corporation
0000 Xxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attantion: Xxxxx X. Xxxxxx
(000) 000-0000 (Telephone)
(000) 000-0000 (facsimile)
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx
Attention: Xxxxxxx X. Xxxxxx
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
Section 5.7 SEVERABILITY. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule
of Law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.
Section 5.8 ENTIRE AGREEMENT; ASSIGNMENT. This Agreement and
the Merger Agreement constitute the entire agreement among the parties hereto
with respect to the subject matter hereof and thereof and supersede all prior
agreements and undertakings, both written and oral, among the parties hereto,
or any of them, with respect to the subject matter hereof and thereof. This
Agreement shall not be assigned (whether pursuant to a merger, by operation of
law or otherwise), except that Parent or Newco may assign all or any of their
rights and obligations hereunder to an affiliate, provided, however, that no
such assignment shall relieve the assigning party of its obligations hereunder
if such assignee does not perform such obligations.
Section 5.9 AMENDMENT. This Agreement may be amended by the
parties at any time prior to the Effective Time. This Agreement may not be
amended except by an instrument in writing signed by each of the parties
hereto.
Section 5.10 WAIVER. At any time prior to the Effective Time,
any party hereto may (a) extend the time for the performance of any obligation
or other act of the other party hereto, (b) waive any inaccuracy in the
representations and warranties of the other party contained herein or in any
document delivered pursuant hereto and (c) waive compliance with
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any agreement of the other party or any condition to its own obligations
contained herein. Any such extension or waiver shall be valid if set forth in
an instrument in writing signed by the party or parties to be bound thereby.
The failure of any party to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of those rights.
Section 5.11 PARTIES IN INTEREST. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
Section 5.12 GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York (without
giving effect to the choice of law principles therein).
Section 5.13 SPECIFIC PERFORMANCE; SUBMISSION TO JURISDICTION.
The parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to enforce specifically the terms and provisions of this
Agreement in the United States District Court for the Southern District of the
State of New York or, if such court does not have jurisdiction over the
subject matter of such proceeding or if such jurisdiction is not available, in
the state courts located within New York, New York, this being in addition to
any other remedy to which such party is entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of the United States District Court for the Southern
District of the State of New York and the state courts located within New
York, New York in the event any dispute arises out of this Agreement or any of
the transactions contemplated by this Agreement or any of the transactions
contemplated by this Agreement, (ii) agrees that it will not attempt to deny
or defeat such personal jurisdiction by motion or other request for leave from
such court, (iii) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any
court other than the United States District Court for the Southern District of
the State of New York or the state courts located within New York, New York
and (iv) to the fullest extent permitted by Law, consents to service being
made through the notice procedures set forth in Section 5.6. Each party hereto
hereby agrees that, to the fullest extent permitted by Law, service of any
process, summons, notice or document by U.S. registered mail to the respective
addresses set forth in Section 5.6 shall be effective service of process for
any suit or proceeding in connection with this Agreement or the transactions
contemplated hereby.
Section 5.14 WAIVER OF JURY TRIAL. Each of the parties hereto
hereby waives to the fullest extent permitted by applicable Law any right it
may have to a trial by jury with respect to any litigation directly or
indirectly arising out of, under or in connection with this Agreement. Each of
the parties hereto (a) certifies that no representative, agent or attorney of
the other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce that foregoing waiver
and (b) acknowledges that it and the other party hereto have been induced to
enter into this Agreement by, among other things, the mutual waivers and
certifications in this Section 5.14.
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Section 5.15 HEADINGS. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
Section 5.16 COUNTERPARTS. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
Section 5.17 FURTHER ASSURANCES. From time to time, at the
request of the other party and without further consideration, each party
hereto shall take such reasonable further action as may reasonably be
necessary or desirable to consummate and make effective the transactions
contemplated by this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Stockholder, the Company, Parent and Newco
have caused this Agreement to be duly executed on the date hereof.
XXXXXXXX, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
PACKAGING INVESTORS, L.P.
By: Group III 31, L.L.C., General Partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
