AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 (this "Amendment") dated as of May 25, 1999 to the
Rights Agreement dated as of December 30, 1996, as amended by Amendment No. 1 to
the Rights Agreement dated as of February 28, 1999, between UNISOURCE WORLDWIDE,
INC., a Delaware corporation (the "Company"), and NATIONAL CITY BANK, as Rights
Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, on February 28, 1999, the Company entered into an Agreement
and Plan of Merger among the Company, UGI Corporation, a Pennsylvania
corporation, and Vulcan Acquisition Corp., a Delaware corporation (the "UGI
Merger Agreement"); and
WHEREAS, subsequent to the execution of the UGI Merger Agreement, the
Company received an unsolicited Superior Proposal (as defined in the UGI Merger
Agreement) from Georgia-Pacific Corporation, a Georgia corporation
("Georgia-Pacific"); and
WHEREAS, after receipt of the Superior Proposal referred to above, the
Company entered into negotiations with Georgia-Pacific with respect to its
Superior Proposal in accordance with the terms of the UGI Merger Agreement; and
WHEREAS, after reaching agreement with Georgia-Pacific on the terms of
its Superior Proposal, the Company terminated the UGI Merger Agreement in
accordance with its terms in order to permit it to enter into a binding written
agreement with Georgia-Pacific with respect to its Superior Proposal; and
WHEREAS, concurrently with the execution hereof, the Company has
entered into an Agreement and Plan of Merger dated as of May 25, 1999 among the
Company, Georgia-Pacific and Atlanta Acquisition Corp., a Delaware corporation
(the "Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved, authorized
and adopted the Merger Agreement and the transactions contemplated thereby and,
subject to certain conditions, is bound to recommend to the stockholders of the
Company the approval and adoption of the Merger Agreement; and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
it is desirable to amend the Rights Agreement dated as of December 30, 1996, as
amended, between the Company and the Rights Agent (as so amended, the "Rights
Agreement") as set forth herein; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. Proposed Merger. Section 3(d) of the Rights Agreement is
hereby amended and restated in its entirety to read in full as follows:
(d) Notwithstanding anything in this Agreement to the
contrary, (i) no Distribution Date, Stock Acquisition Date or
Triggering Event shall be deemed to have occurred, (ii) neither
Georgia-Pacific Corporation, a Georgia corporation ("Georgia-Pacific"),
nor any of its Subsidiaries (collectively, the "Acquisition Group")
shall be deemed to have become an Acquiring Person and (iii) no holder
of Rights shall be entitled to any rights or benefits pursuant to
Sections 7(a), 11(a), 13(a) or any other provision of this Agreement,
in each case by reason of (w) the approval, execution, delivery and
performance of the Agreement and Plan of Merger dated as of May 25,
1999 among the Company, Georgia-Pacific and Atlanta Acquisition, a
Delaware corporation (the "Merger Agreement"), by the parties thereto,
(x) the consummation by Georgia-Pacific of the tender offer
contemplated by the Merger Agreement, (y) the approval of the Merger
Agreement by the stockholders of the Company or (z) the consummation of
any of the other transactions contemplated by the Merger Agreement;
provided that in the event that one or more members of the Acquisition
Group collectively become the Beneficial Owner of 20% or more of the
Common Shares then outstanding in any manner other than as set forth in
the Merger Agreement, the provisions of this sentence (other than this
proviso) shall terminate."
SECTION 3. Effectiveness. This Amendment shall be deemed effective as
of the date first set forth above. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
SECTION 4. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable
to contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, 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. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
UNISOURCE WORLDWIDE, INC.
By: /s/ Thomas A. Decker
----------------------------------
Name: Thomas A. Decker
Title: General Counsel
NATIONAL CITY BANK
By: /s/ Sherry L. Damore
----------------------------------
Name: Sherry L. Damore
Title: Vice President