<PAGE> 1
EXHIBIT 2.2
CHASE DOMESTIC INVESTMENTS, L.L.C.
CHASE CAPITAL PARTNERS
380 MADISON AVENUE, 12TH FLOOR
NEW YORK, NEW YORK 10017
April 3, 2000
Huntsman Packaging Corporation
500 Huntsman Way
Salt Lake City, Utah 84108
Attn: Richard P. Durham and
Ronald G. Moffitt
Dear Sirs:
Reference is hereby made to (a) the Recapitalization Agreement dated as
of March 31, 2000 (the "Recapitalization Agreement"), among Chase Domestic
Investments, L.L.C. ("CDI") and the Persons listed on the signature pages
thereto and (b) the Letter Agreement dated March 16, 2000 (the "Letter
Agreement"), between Chase Capital Partners ("CCP") and Salomon Smith Barney
Inc., on behalf of Huntsman Packaging Corporation. Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Recapitalization Agreement.
Notwithstanding anything to the contrary contained in the
Recapitalization Agreement or the Letter Agreement, the confidentiality
restrictions set forth in the Recapitalization Agreement and the Letter
Agreement shall not prohibit CDI or CCP from disclosing all or any part of the
Evaluation Material (as defined in the Letter Agreement) or any information
provided under the Recapitalization Agreement to any financing source, or
potential financing source, of CDI in connection with the transactions
contemplated by the Recapitalization Agreement, including, without limitation,
any Person providing financing through bank indebtedness, high-yield
indebtedness or the purchase of equity securities. CDI will use its best efforts
to cause each financing source or potential financing source receiving any
Evaluation Material, or any information provided under the Recapitalization
Agreement, to execute a letter substantially in the form of Exhibit A attached
hereto.
This agreement hereby constitutes a waiver and amendment of the
Recapitalization Agreement and the Letter Agreement.
This agreement shall be interpreted in accordance with the law of the
State of New York.
********
<PAGE> 2
Please indicate your consent to the foregoing by signing below and
returning an executed copy of this agreement to CCP.
Sincerely,
CHASE DOMESTIC
INVESTMENTS, L.L.C.
By: Chase Financial Investments
L.P., its sole member
By: Chase Capital Partners,
as Investment Manager
By:
/s/ TIMOTHY J. WALSH
-----------------------------
Name: Timothy J. Walsh
Title: General Partner
CHASE CAPITAL PARTNERS
By:
/s/ TIMOTHY J. WALSH
-----------------------------
Name: Timothy J. Walsh
Title: General Partner
Acknowledged and agreed to
as of the date first written above:
HUNTSMAN PACKAGING
CORPORATION
By:
/s/ RICHARD P. DURHAM
---------------------------
Name: Richard P. Durham
Title: President and CEO
/s/ RICHARD P. DURHAM
-----------------------------------------
Richard P. Durham, as Representative
<PAGE> 3
cc: Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
Attn: John L. MacCarthy, Esq.
Facsimile No.: 312-558-5700
<PAGE> 4
EXHIBIT A
[CHASE CAPITAL PARTNERS LETTERHEAD]
April [ ], 2000
[Addressee]
Ladies and Gentleman:
In connection with your consideration of a possible investment (the
"Investment") in debt or equity securities of Huntsman Packaging Corporation, a
Utah corporation (the "Company"), you have requested the right to review certain
information regarding the Company and certain of its affiliates. In
consideration of, and as a condition to, furnishing you with such information
and any other information concerning the Company and certain of its affiliates
delivered to you by Chase Capital Partners or its affiliates, directors,
officers, employees, advisors, agents or "controlling persons" (within the
meaning of the Securities Exchange Act of 1934, as amended) (such affiliates and
other persons being herein referred to collectively as "Its Representatives") in
connection with your consideration of the Investment (such information and any
other information concerning the Company and its affiliates, regardless of the
source, being herein referred to as the "Evaluation Material"), Chase Capital
Partners hereby requests your agreement as set forth below.
1. The Evaluation Material will be used solely for the purpose
of evaluating a possible Investment in the Company involving you or the
investment funds (but not portfolio operating companies) under your control
("Your Affiliates"), and, the Evaluation Material will be kept strictly
confidential by you and Your Affiliates, directors, officers, employees,
advisors, agents or controlling persons (collectively, "Your Representatives")
and shall not be disclosed to any person, except that the Evaluation Material or
portions thereof may be disclosed to those of Your Representatives who need to
know such information for the purpose of evaluating a possible Investment with
the Company (it being understood that prior to such disclosure Your
Representatives will be informed of the confidential nature of the Evaluation
Material and shall agree to comply with this Agreement) and as otherwise
required by law. You agree to be responsible for any breach of this Agreement by
Your Representatives. You also agree that you and Your Representatives will take
commercially reasonable steps to prevent any Evaluation Material from being
lost, stolen or misused.
2. You hereby acknowledge and understand that Chase Capital
Partners is subject to certain confidentiality restrictions set forth in letter
attached hereto as Exhibit A (the "CCP Confidentiality Agreement"). In addition
to the confidentiality restrictions set forth in Paragraphs 1-5 hereof, you
hereby covenant and agree not to do, or cause to be done, any act which would
cause Chase Capital Partners or Its Representatives to be in violation of the
CCP Confidentiality Agreement.
<PAGE> 5
3. In making your investment decision, you must rely on your
own examination of the Company, including the merits and risks involved. The
Evaluation Material includes projections and other forward-looking information.
Such projections and information are based on assumptions as to future events
that are inherently uncertain and subjective. You recognize that the
projections of the Company's future performance are necessarily subject to a
high degree of uncertainty, that actual results can be expected to vary from the
results projected and that such variances may be material and adverse. You are
expected to conduct your own investigation with regard to the Company, its
prospects and the Investment.
4. You understand and acknowledge that neither Chase Capital
Partners nor Its Representatives are making any representation or warranty,
express or implied, as to the accuracy or completeness of the Evaluation
Material or any other information provided to you by Chase Capital Partners
or Its Representatives. Neither Chase Capital Partners nor Its Representatives
shall have any liability to you or any other person (including, without
limitation, any of Your Representatives) resulting from your use of the
Evaluation Material.
5. This letter agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
contracts to be made and to be performed wholly therein.
********
<PAGE> 6
Please acknowledge your consent to the foregoing by signing below
and returning an executed copy of this letter to Chase Capital Partners.
CHASE CAPITAL PARTNERS
By:
------------------------
Name:
Title:
Acknowledged and agreed
to as of the date first
written above:
[Addressee]
By:
-----------------------------
Name:
Title:
