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BUCKEYE CELLULOSE CORPORATION
and
UNION PLANTERS NATIONAL BANK
Rights Agent
FIRST AMENDMENT TO
RIGHTS AGREEMENT
Dated as of April 22, 1997
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FIRST AMENDMENT TO
RIGHTS AGREEMENT
First Amendment to Rights Agreement ("Amendment") dated as of April 22,
1997, between Buckeye Cellulose Corporation, a Delaware corporation (the
"Company") and Union Planters National Bank, a national banking corporation (the
"Rights Agent").
RECITALS
The Company and the Rights Agent entered into that certain Rights
Agreement dated as of November 17, 1995 ("Rights Agreement") and now desire to
amend certain provisions of the Rights Agreement, as further set forth below,
and all of the parties required by Section 26 of the Rights Agreement have
consented to this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in this Amendment, the parties hereby agree as follows:
Section I. Amendment of Section 1(d). The last paragraph of Section
1(d) of the Rights Agreement shall be deleted in its entirety, and the following
shall be substituted in lieu thereof:
Notwithstanding anything in this Agreement to the
contrary, for purposes of this Agreement, no Person is to be
treated as "Beneficial Owner" of, or to "beneficially own," any
securities owned by any other Person that is an Exempt Person, and
no Exempt Person shall be treated as the "Beneficial Owner" of, or
to "beneficially own" any securities owned by any other Person
(other than an Associate of such Exempt Person).
Section II. Amendment of Section 1(p). Section 1(p) of the Rights
Agreement shall be deleted in its entirety, and the following shall be
substituted in lieu thereof:
(p)"Exempt Person" means (i) the Company, (ii) any
Subsidiary of the Company, (iii) Xxxxxx X. Xxxxxx, his
spouse or issue, any spouse of his issue, any trust of
which Xx. Xxxxxx, his spouse, his issue, any spouse of his
issue, or any charity is a beneficiary, including without
limitation, the Xxxxxx X. Xxxxxx Grantor Retained Annuity
Trust and the Xxxxxxx Xxxxxx Xxxxxx Grantor Retained
Annuity Trust, so long as such persons do not become the
Beneficial Owners collectively of 45% or more of the
Common Stock, (iv) any employee benefit plan of the
Company or of any Subsidiary of the Company, and (v) any
Person holding Common Stock for any such employee benefit
plan or for employees of the Company or of any Subsidiary
of the Company pursuant to the terms of any such employee
benefit plan. For purposes of this paragraph, the term
"issue" shall include adopted children.
Section III. Ratification. Except as amended by Sections I and II, the
Rights Agreement is hereby ratified and confirmed in all respects.
Section IV. Counterparts. This Amendment may be executed in
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
BUCKEYE CELLULOSE CORPORATION
By: /s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx, President
UNION PLANTERS NATIONAL BANK
By: /s/
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