EXHIBIT F
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of February 16, 2000, to the Rights Agreement,
dated as of June 12, 1995 (the "Agreement"), between Shorewood Packaging
Corporation, a Delaware corporation (the "Company"), and The Bank of New
York, a New York banking corporation, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. Section 1(a) is amended by adding the following at the end of
said Section:
"; provided, however, that none of International Paper Company, a
New York corporation ("Parent"), International Paper - 37, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Parent
("Purchaser"), and their Affiliates shall be deemed to be an
Acquiring Person solely by virtue of (i) the execution of the
Merger Agreement, dated as of February 16, 2000 (the "Merger
Agreement," which term shall include any amendments thereto) by
and among the Company, Parent and Purchaser, or (ii) the
execution of the Stockholders Agreement, dated as of February 16,
2000 (the "Stockholders Agreement," which term shall include any
amendments thereto) by and among Parent, Purchaser and certain
holders of the Common Stock, or (iii) the consummation of any of
the transactions contemplated by either the Merger Agreement or
the Stockholders Agreement, including, without limitation, the
public or other announcement of the tender offer provided for by
the Merger Agreement (the "Offer"), the consummation of the
Offer, the public or other announcement of the merger provided
for by the Merger Agreement (the "Merger"), the consummation of
the Merger, the public or other announcement of the acquisition
by Parent, Purchaser or any of their Affiliates of beneficial
ownership of any securities of the Company pursuant to the
Stockholders Agreement, and the acquisition by Parent, Purchaser
or any of their Affiliates of beneficial ownership of any
securities of the Company pursuant to the Offer, the Merger
Agreement or the Stockholders Agreement."
2. Section 1(c)(i) is amended by adding the following at the end of
said Section:
"; provided, further, that neither Parent, Purchaser nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Offer, the consummation
of the Merger, the execution of the Stockholders Agreement or the
consummation of any of the transactions contemplated by the
Stockholders Agreement."
3. Section 1(c)(ii) is amended by adding the following at the end of
said Section:
"; provided, further, that neither Parent, Purchaser nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Offer, the consummation of
the Merger, the execution of the Stockholders Agreement or the
consummation of any of the transactions contemplated by the
Stockholders Agreement."
4. Section 1(c)(iii) is amended by adding the following at the end
of said Section:
"; provided, further, that neither Parent, Purchaser nor any of
their Affiliates shall be deemed the "Beneficial Owner" or be
deemed to "beneficially own" any shares of Common Stock acquired
as a result of the consummation of the Offer, the consummation of
the Merger, the execution of the Stockholders Agreement or the
consummation of any of the transactions contemplated by the
Stockholders Agreement."
5. Section 11(b) is amended by adding the following at the end of
said Section:
"Notwithstanding anything to the contrary contained in this
Agreement, none of the announcement of the Offer, the
commencement of the Offer, the consummation of the Offer, the
announcement of the Merger, the consummation of the Merger or any
acquisition of shares of Common Stock pursuant to the
Stockholders Agreement shall constitute a Section 11(b) Event."
6. The term "Agreement" as used in the Rights Agreement shall be
used to refer to the Rights Agreement as amended hereby.
7. The foregoing amendment shall be deemed effective as of February
16, 2000, and except as set forth herein, the Rights Agreement shall remain
in full force and effect and shall be otherwise unaffected hereby.
8. By his execution hereof, the undersigned officer of the Company
certifies on behalf of the Company that this Amendment is in compliance
with the terms of Section 27 of the Rights Agreement.
9. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed this 3rd day of March 2000.
SHOREWOOD PACKAGING CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President, General Counsel & Secretary
THE BANK OF NEW YORK
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
