Exhibit 2
AMENDMENT
TO
DISTRIBUTION AGREEMENT
This Amendment to the Distribution Agreement (this
"Amendment") is entered into effective as of July 1, 2002, by and between Ivex
Packaging Corporation, a Delaware corporation ("Ivex"), and Packaging Dynamics
Corporation, a Delaware corporation ("Spinco").
WHEREAS, Ivex and Spinco are parties to that certain
Distribution Agreement, dated March 18, 2002 (the "Distribution Agreement");
WHEREAS, the Distribution Agreement provides that the number
of shares of Spinco Common Stock to be distributed to each Ivex Shareholder in
the Distribution (as such terms are defined in the Distribution Agreement) be
rounded up to the nearest whole share;
WHEREAS, Ivex and Spinco wish to provide instead for the
distribution of cash in lieu of fractional shares in the Distribution; and
WHEREAS, Ivex and Spinco wish to amend the Distribution
Agreement with the consent of Alcoa Inc., a Pennsylvania corporation ("Alcoa"),
a third party beneficiary to the Distribution Agreement, in order to so provide
for the distribution of cash in lieu of fractional shares in the Distribution
and to make certain other changes relating to the Record Date (as defined in the
Distribution Agreement) and the conditions to the Distribution (as defined in
the Distribution Agreement).
NOW, THEREFORE, in consideration of the foregoing premises and
for good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to the Distribution Agreement.
a. The definition of "Record Date" under Section 1.01 of the
Distribution Agreement is hereby amended and shall read in its
entirety as follows:
"Record Date" means the date determined by Ivex's Board of
Directors as the record date for determining the Ivex
Shareholders of record entitled to receive the Distribution."
b. Article III of the Distribution Agreement is hereby amended by
adding a new Section 3.04, to read in its entirety as follows:
"Section 3.04 Fractional Shares. No certificates representing
fractional shares of Spinco Common Stock will be distributed
in the Distribution. The Distribution Agent will be directed
to determine the number of whole shares and fractional shares
of Spinco Common Stock allocable to each Ivex Shareholder of
record as of the Record Date. Upon the determination by the
Distribution Agent of such number of fractional shares, as
soon as practicable after the Distribution Date, the
Distribution Agent, acting on behalf of the holders thereof,
shall sell such fractional shares for cash on the open market
in each case at the then prevailing market prices and shall
disburse to each holder entitled thereto, in lieu of any
fractional share, without interest, that holder's ratable
share of the proceeds of that sale, after making appropriate
deductions of the amount required, if any, to be withheld for
United States federal income Tax purposes."
c. Clause (a) of Section 3.02 of the Distribution Agreement is
hereby amended and restated in its entirety as follows:
"(a) the Form 10 shall have become effective under the
Exchange Act and shall have been mailed to all holders of
record of Ivex Common Stock as of the date determined by
Ivex's Board of Directors as the record date for determining
the holders of record of Ivex Common Stock entitled to vote at
the Stockholders Meeting (as defined in Section 3.2(a) of the
Merger Agreement);"
d. Section 3.03 of the Distribution Agreement is hereby amended
and restated in its entirety as follows:
2
"The Distribution. Subject to the terms and conditions set
forth in this Agreement, (a) immediately prior to the
Distribution Time, Ivex shall deliver to Spinco for
cancellation, for the benefit of the Ivex Shareholders of
record on the Distribution Date, a stock certificate or
certificates, endorsed by Ivex in blank, representing all of
the then-outstanding shares of Spinco Common Stock owned by
Ivex, (b) the Distribution shall be effective as of the
Distribution Time and (c) Spinco shall issue and deliver to
each of Ivex, DCBS, CB and Packaging Investors the number of
shares of Spinco Common Stock to be received by such party
as set forth in paragraph 2 of the PD Letter Agreement and
(d) Ivex shall instruct the Distribution Agent to
distribute, as soon as practicable after the Distribution
Date, to each Ivex Shareholder of record as of the Record
Date, one share of Spinco Common Stock for every five shares
of Ivex Common Stock or shares covered by an Option (except
for any Option with an exercise price of $23.25). The Merger
and Distribution shall be effected such that the Merger
Consideration (as defined in the Merger Agreement) and the
shares of Spinco Common Stock to be distributed in the
Distribution are payable and distributable, as applicable,
only to the same Ivex Shareholders, it being understood that
the Distribution shall be effective immediately before the
Merger Effective Time."
2. Governing Law. This Amendment shall be construed in accordance
with and governed by the law of the State of Delaware, without
regard to the conflict of laws rules thereof.
3. Counterparts; Effectiveness. This Amendment may be signed in
any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall
become effective when each party hereto shall have received a
counterpart hereof signed by the other party hereto.
[Signatures on following page.]
3
IN WITNESS WHEREOF, Ivex and Spinco, with the acknowledgment
and consent of Alcoa, have caused this Amendment to be signed by their
respective officers thereunder duly authorized as of the date first written
above.
IVEX PACKAGING CORPORATION
By: /s/G. Xxxxxxx Xxxxxxxxx
------------------------------------------
Name:
Title:
PACKAGING DYNAMICS CORPORATION
By: /s/Xxxxx X. Xxxxxxx
------------------------------------------
Name:
Title:
Acknowledged and Consented to:
ALCOA INC.
By: /s/G. Xxxx Xxxxxx
-------------------------------------------
Name: G. Xxxx Xxxxxx
Title: Executive Vice President, Alcoa
4
