AMENDMENT



                                       TO



                             DISTRIBUTION AGREEMENT





                  This Amendment to the Distribution Agreement (this

"Amendment") is entered into effective as of July 1, 2002, by and between Ivex

Packaging Corporation, a Delaware corporation ("Ivex"), and Packaging Dynamics

Corporation, a Delaware corporation ("Spinco").



                  WHEREAS, Ivex and Spinco are parties to that certain

Distribution Agreement, dated March 18, 2002 (the "Distribution Agreement");



                  WHEREAS, the Distribution Agreement provides that the number

of shares of Spinco Common Stock to be distributed to each Ivex Shareholder in

the Distribution (as such terms are defined in the Distribution Agreement) be

rounded up to the nearest whole share;



                  WHEREAS, Ivex and Spinco wish to provide instead for the

distribution of cash in lieu of fractional shares in the Distribution; and



                  WHEREAS, Ivex and Spinco wish to amend the Distribution

Agreement with the consent of Alcoa Inc., a Pennsylvania corporation ("Alcoa"),

a third party beneficiary to the Distribution Agreement, in order to so provide

for the distribution of cash in lieu of fractional shares in the Distribution

and to make certain other changes relating to the Record Date (as defined in the

Distribution Agreement) and the conditions to the Distribution (as defined in

the Distribution Agreement).



                  NOW, THEREFORE, in consideration of the foregoing premises and

for good and valuable consideration, the receipt of which is hereby

acknowledged, the parties hereto agree as follows:



1.       Amendments to the Distribution Agreement.





{PAGE}





         a.       The definition of "Record Date" under Section 1.01 of the

                  Distribution Agreement is hereby amended and shall read in its

                  entirety as follows:



                  "Record Date" means the date determined by Ivex's Board of

                  Directors as the record date for determining the Ivex

                  Shareholders of record entitled to receive the Distribution."



         b.       Article III of the Distribution Agreement is hereby amended by

                  adding a new Section 3.04, to read in its entirety as follows:



                  "Section 3.04 Fractional Shares. No certificates representing

                  fractional shares of Spinco Common Stock will be distributed

                  in the Distribution. The Distribution Agent will be directed

                  to determine the number of whole shares and fractional shares

                  of Spinco Common Stock allocable to each Ivex Shareholder of

                  record as of the Record Date. Upon the determination by the

                  Distribution Agent of such number of fractional shares, as

                  soon as practicable after the Distribution Date, the

                  Distribution Agent, acting on behalf of the holders thereof,

                  shall sell such fractional shares for cash on the open market

                  in each case at the then prevailing market prices and shall

                  disburse to each holder entitled thereto, in lieu of any

                  fractional share, without interest, that holder's ratable

                  share of the proceeds of that sale, after making appropriate

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC