EXHIBIT 99.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT, dated as of August 24, 1997, to the Rights Agreement
between Mosinee Paper Corporation, a Wisconsin corporation (the "Company"),
and Norwest Bank Minnesota, N.A., as Rights Agent (the "Rights Agent"), dated
as of July 1, 1996 (the "Rights Agreement").
Pursuant to Section 27 of the Rights Agreement, the Company and the
Rights Agent may from time to time supplement or amend the Rights Agreement in
accordance with the provisions of said Section 27 subject to the terms and
conditions thereof. All acts and things necessary to make this Amendment a
valid agreement, enforceable according to its terms have been done and
performed, and the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent.
In consideration of the foregoing and the mutual agreements set
forth herein, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following at the end of such section:
Notwithstanding anything in this Agreement to the contrary, no Person
shall become or be deemed to be an "Acquiring Person" as a result of the
execution, delivery or performance of, or the consummation of any of the
transactions contemplated by, the Agreement and Plan of Merger dated as of the
date hereof, by and among Wausau Paper Xxxxx Company ("Wausau"), a wholly
owned subsidiary of Wausau and the Company (the "Merger Agreement") including
without limitation the Merger (as such term is defined in the Merger
Agreement).
2. Section 1(c) of the Rights Agreement is hereby amended by
inserting the following at the end of such section:
Notwithstanding anything in this Agreement to the contrary, no Person shall be
deemed to "beneficially own" or to be the "Beneficial Owner" of any securities
as a result of the execution, delivery or performance of, or the consummation
of any of the transactions contemplated by, the Merger Agreement, including
without limitation the Merger.
3. Section 3(a) of the Rights Agreement is hereby amended by
inserting the following sentence at the end of such Section:
Notwithstanding anything in this Agreement to the contrary, no
Distribution Date shall occur as a result of the execution, delivery or
performance of, or the consummation of any of the transactions contemplated
by, the Merger Agreement, including without limitation the Merger.
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4. Section 13 of the Rights Agreement is hereby amended by
inserting the following sentence at the end of such Section:
Notwithstanding anything in this Agreement to the contrary, this Section
13 shall not apply to (and no adjustments to any of the Rights shall result
from and the Rights will not become exercisable or unredeemable or
unexchangeable as a result of) the execution, delivery or performance of, or
the consummation of any of the transactions contemplated by, the Merger
Agreement, including without limitation the Merger.
5. This Amendment to the Rights Agreement shall be governed by
and construed in accordance with the laws of the State of Wisconsin 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.
6. This Amendment to the Rights Agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement, as previously amended.
7. In all respects not inconsistent with the terms and
provisions of this Amendment to the Rights Agreement, the Rights Agreement is
hereby ratified, adopted, approved and confirmed. In executing and delivering
this Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of the
Rights Agreement.
8. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, 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 and attested, all as of the date and year first above
written.
Attest: MOSINEE PAPER CORPORATION
By: XXXX X. XXXXXXXX By: XXXXXX X. XXXXX
Name: Name: Xxxxxx X. Xxxxx
Title: Title: President and
Chief Executive Officer
Attest: NORWEST BANK MINNESOTA, N.A.,
as Rights Agent
By:______________________ By:_______________________
Name: Name:
Title: Title:
