EXHIBIT 10(d)
May 10, 1998
Jefferson Smurfit Corporation
Jefferson Smurfit Centre
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Ladies and Gentlemen:
The undersigned understands that Jefferson Smurfit Corporation ("JSC")
and Stone Container Corporation ("Stone") are entering into an Agreement and
Plan of Merger dated as of May 10, 1998 (the "Merger Agreement"), providing for,
among other things, a merger between Stone and a wholly owned subsidiary of JSC
(the "Merger"), in which all of the outstanding shares of common stock, par
value $0.01 per share, of Stone (the "Stone Common Stock") will be exchanged for
shares of common stock, par value $0.01 per share, of JSC (the "JSC Common
Stock").
The undersigned is a stockholder of Stone and is entering into this
letter agreement to induce you to enter into the Merger Agreement and to
consummate the transactions contemplated by the Merger Agreement.
The undersigned confirms its agreement with you as follows:
1. The undersigned represents, warrants and agrees that Schedule I
annexed hereto sets forth the number of shares of Stone Common Stock (the
"Shares") of which the undersigned is the record or beneficial owner as of the
date hereof and that, as of the date hereof, the undersigned owns such Shares
free and clear of all liens, charges, encumbrances, voting agreements and
commitments of every kind ("Liens"), other than Liens under the Voting Agreement
dated as of May 10, 1998 among Smurfit International B.V., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Leveraged Equity Fund II, Inc. and ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇. If, after the date
hereof, the undersigned acquires beneficial ownership of any shares of Stone
Common Stock (any such shares, "Additional Shares"), the provisions of this
Agreement shall be applicable to such Additional Shares as if such Additional
Shares had been Shares as of the date hereof.
2. The undersigned agrees that, prior to the Merger, he will not
contract to sell, sell or otherwise transfer or dispose of those of his Shares
as to which he has power of disposition or to direct disposition, or any
interest therein, or securities convertible thereinto or any voting rights with
respect thereto, other than (a) pursuant to the Merger, (b) the transfer of up
to 100,000 Shares to a charitable foundation or (c) with your prior written
consent. The undersigned also agrees to use reasonable best efforts to persuade
members of his family to vote in favor of approval and adoption of the Merger
and the Merger Agreement and the amendments to the Stone certificate of
incorporation contemplated by the Merger Agreement.
3. Without limiting the scope or effect of paragraph (1) or (2)
hereof, the undersigned agrees to vote (or cause to be voted) those Shares that
are beneficially owned by the undersigned on the record date and as to which he
has the power to vote or to direct the vote at the Stone Stockholders' Meeting
(as defined in the Merger Agreement) in favor of approval and adoption of the
Merger and the Merger Agreement and the amendments to the Stone certificate of
incorporation contemplated by the Merger Agreement.
4. If the Board of Directors of Stone shall not have recommended the
approval and adoption of the Merger and the Merger Agreement and the amendments
to the Stone certificate of incorporation contemplated by the Merger Agreement
or shall have modified in a manner materially adverse to JSC, or shall have
withdrawn, its recommendation in favor of approval and adoption of the Merger
and the Merger Agreement and the amendments to the Stone certificate of
incorporation contemplated by the Merger Agreement, the obligations of the
undersigned under paragraphs (2) and (3) shall be suspended.
The undersigned has all necessary power and authority to enter into
this letter agreement. This agreement is the legal, valid and binding agreement
of the undersigned, and is enforceable against the undersigned in accordance
with its terms.
This letter agreement shall terminate, without further liability or
obligation of the undersigned, including liability for damages, upon the earlier
of the (i) termination of the Merger Agreement in accordance with its terms and
(ii) consummation of the Merger; provided that, in the case of a termination
pursuant to Section 8.01(d)(i) of the Merger Agreement, such termination shall
not relieve the undersigned from liability for breach of this Agreement.
Nothing herein shall be construed to require the undersigned, or any
company, trust or other entity controlled by the undersigned, to take any action
or fail to take any action in violation of applicable law, rule or regulation or
that the undersigned in good faith reasonably believes would be a violation of
the undersigned's fiduciary duties.
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to me a counterpart hereof.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without regard to any applicable conflict
of law rules.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Confirmed as of the date first above written:
JEFFERSON SMURFIT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and General Counsel
SCHEDULE I
Shares Owned by ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
1,183,203
