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FIRST AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
THIS FIRST AMENDMENT, dated as of June 28, 2000, is by and between U.S.
Can Corporation, a Delaware corporation (the "Company") and Pac Packaging
Acquisition Corporation, a Delaware corporation ("Newco"), and amends the
Agreement and Plan of Merger, dated as of June 1, 2000, by and between the
Company and Newco (the "Merger Agreement"). Capitalized terms used but not
otherwise defined herein have the meanings assigned to those terms in the Merger
Agreement.
In consideration of the mutual agreements herein contained, the parties
hereto hereby agree as follows:
1. Amendment to Establish Schedule I. The Merger Agreement shall
be and hereby is amended as follows:
a. The first line of the fifth recital in the Merger
Agreement is amended by deleting the words "to be".
b. Section 2.1(c) of the Merger Agreement is amended by
deleting the first three sentences thereof, such that
Section 2.1(c) will begin with the words "(c) At the
Effective Time,".
c. Section 3.20 of the Merger Agreement is amended by
deleting the words "Bank of America, N.A., other
lenders which participate with any or all of the
foregoing persons in the Transactions," and by
replacing those words with the following:
"Lennoxville Investments, Inc., Empire Investments,
S.A.,".
d. Section 8.3 of the Merger Agreement is amended by
deleting the words "; provided, however that the
addition of the definitive Schedule I contemplated by
Section 2.1(c) shall not require any authorization or
approval of the Special Committee".
e. Schedule I to the Merger Agreement is amended by
deleting the Schedule I attached to the Merger
Agreement and replacing it with the Schedule I
attached to this Amendment.
2. Amendment to Company Disclosure Schedule. The Company
Disclosure Schedule shall be and hereby is amended by adding
thereto the Addendum to Company Disclosure Schedule attached
hereto.
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3. Counterparts. For the convenience of the parties hereto, this
Amendment may be executed in any number of counterparts, each
such counterpart being deemed to be an original instrument,
and all such counterparts shall together constitute the same
amendment.
4. Governing Law. This Amendment shall be governed and construed
in accordance with the laws of the State of Delaware without
giving effect to the principles of conflict of laws thereof.
5. Titles. The Section captions in this Amendment are for
convenience of reference only, do not constitute part of this
Amendment and shall not be deemed to limit or otherwise affect
any of the provisions hereof.
6. Effectiveness of Merger Agreement. Except as expressly set
forth herein, the Merger Agreement is not modified, amended,
released or otherwise affected by this Amendment.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto on the date first
hereinabove written.
U.S. CAN CORPORATION
By: /s/ Paul W. Jones
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Name: Paul W. Jones
Title: Chairman and Chief Executive Officer
PAC PACKAGING ACQUISITION CORPORATION
By: /s/ Richard K. Lubin
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Name: Richard K. Lubin
Title: Senior Vice President
