AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED RIGHTS AGREEMENT
Amendment No. 1, dated as of November 23, 1998 (this "Amendment"), to
the Amended and Restated Rights Agreement, dated as of June 25, 1996 (the
"Rights Agreement"), between Union Camp Corporation, a Virginia corporation (the
"Company"), and The Bank of New York, a New York banking corporation (the
"Rights Agent").
WHEREAS, International Paper Company, a New York corporation ("IP"),
Maple Acquisition, Inc., a Delaware corporation ("MergerSub") and the Company
have proposed to enter into an Agreement and Plan of Merger to be dated as of
November 24, 1998 (the "Merger Agreement");
WHEREAS, the Company desires to amend the Rights Agreement to render
the Rights inapplicable to the Merger (as defined in the Merger Agreement) and
the other transactions contemplated by the Merger Agreement;
WHEREAS, the Company deems this Amendment to be necessary and desirable
and in the best interests of the holders of the Rights and has duly approved
this Amendment;
WHEREAS, Section 26 of the Rights Agreement permits the Company at any
time before the Distribution Date (as defined in the Rights Agreement) to amend
the Rights Agreement in the manner provided herein;
WHEREAS, Section 26 of the Rights Agreement provides that the Rights
Agent shall execute this Amendment upon delivery of a certificate from an
appropriate officer of the Company which states that this Amendment is in
compliance with the terms of Section 26 of the Rights Agreement (the "Officer's
Certificate"); and
WHEREAS, the Officer's Certificate is being delivered to the Rights
Agent concurrently with this Amendment;
NOW, THEREFORE, the Company hereby amends the Rights Agreement as
follows:
1. Addition of a new Section 34 which shall read as follows:
Section 34. Exemption of Specified Transaction. Solely for the purposes
of the transactions contemplated by the Agreement and Plan of Merger, dated
as of November 24, 1998 (hereinafter referred to as the "Merger Agreement"),
among the Company, International Paper Company, a New York corporation
("IP"), and Maple Acquisition, Inc., a Delaware corporation ("MergerSub"),
(i) neither IP nor MergerSub, nor any of their Affiliates, shall be deemed
to be an Acquiring Person upon the transactions contemplated by the Merger
Agreement becoming approved or effective, (ii) the transactions contemplated
by the Merger Agreement shall not be deemed to be a Section 13 Event upon
such transactions becoming approved or effective, and (iii) a Distribution
Date shall not occur by reason of the approval, execution or consummation of
the transactions contemplated by the Merger Agreement. If the Merger
Agreement is terminated for any reason in accordance with its terms or
otherwise, this Section 34 shall not apply.
2. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment, but shall remain in full force and effect, as
amended hereby.
IN WITNESS WHEREOF, the Company and the Rights Agent have executed this
Amendment as of the date and year first written above.
UNION CAMP CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxx
Title: Vice President, General
Counsel, and Secretary
THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice President
