EXHIBIT 10
AMENDMENT NO. 1
to the
SECOND AMENDED AND RESTATED AGREEMENT
between
XXXXXX XXXXXX INCORPORATED
and
XXXXXXXXXX-XXXXXXX INTERNATIONAL, INC.
for
FINE PAPER SUPPLY
EFFECTIVE MAY 23, 2002
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 24 b-2, PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
AMENDMENT NO. 1
to the
SECOND AMENDED AND RESTATED AGREEMENT
between
XXXXXX XXXXXX INCORPORATED
and
XXXXXXXXXX-XXXXXXX INTERNATIONAL, INC.
for
FINE PAPER SUPPLY
This Amendment No. 1, effective May 23, 2002, is by and between Xxxxxx
Xxxxxx Incorporated, a Virginia Corporation doing business as Xxxxxx Xxxxxx
U.S.A. ("Buyer"), and Xxxxxxxxxx-Xxxxxxx International, Inc., a Delaware
corporation ("Seller").
RECITALS
Whereas Buyer and Seller have previously entered into a certain
Amended and Restated Agreement for Fine Paper Supply, effective July 1, 2000
(the "Agreement"); and
Whereas Buyer and Seller now wish to amend the Agreement as provided
herein.
NOW THEREFORE, in consideration of the promises exchanged herein and
other good and valuable consideration, the receipt and sufficiency of which the
parties acknowledge, Buyer and Seller agree as follows:
1. Except as expressly provided herein, all capitalized terms used
herein shall have the meanings assigned to them in the Agreement or in the
Amended and Restated Addendum to Fine Papers Supply Agreement, effective July
1, 2001 (as amended, the "Addendum").
2. Buyer and Seller have previously agreed to, and hereby confirm, an
interim adjustment in the Base Prices for all Fine Papers sold and delivered
pursuant to the Agreement during the period January 1, 2001 through [****] (the
"interim period").
a. During the interim period, the Base Prices used to
determine the Adjusted Base Prices for Fine Papers delivered hereunder shall be
the applicable Base Prices provided in Attachment A-1 hereto, subject to
modification from time to time as provided in the Agreement.
1
Unless otherwise mutually agreed, commencing [****] the Base Prices for Fine
Papers delivered and sold pursuant to the Agreement shall be the applicable
Base Prices provided in Attachment A to the Agreement.
b. For the purpose of calculating any pulp price adjustment
that may be appropriate during the interim period in accordance with Article
VIII.D of the Agreement, it is understood that the reference to "Base Price" in
Article VIII.D.1.b(3) shall be the applicable Base Price effective January 1,
2001 as indicated on Attachment A-1 hereto.
c. The interim adjustment to Base Prices set forth in this
paragraph shall not apply to any Banded Cigarette Papers (as that term is
defined in the Amended and Restated Addendum to Fine Papers Supply Agreement,
effective April 1, 1998) sold and delivered pursuant to the Agreement during
the interim period.
3. Buyer previously agreed to pay Seller [****]. Seller has
invoiced Buyer for such amount and the Buyer has paid the invoice.
4. Buyer previously agreed to reimburse Seller [****].
5. All other provisions of the Agreement shall remain unchanged.
6. This Amendment No. 1 may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
7. This Amendment No. 1 and the Agreement constitute the entire
agreement of the parties with respect to their subject matter and supercede all
prior or contemporaneous agreements or understandings.
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to sign this Amendment No. 1, intending that the parties should
be bound thereby.
Xxxxxx Xxxxxx Incorporated Xxxxxxxxxx-Xxxxxxx International, Inc.
By: /s/ XXXXX X. XXXX, XX. By: /s/ XXXXX X. XXXXXXXX
--------------------------------- -----------------------------------
Title: Vice President of Purchasing Title: President -- U.S. Operations
----------------------------- --------------------------------
2
Attachment A-1
XXXXXX XXXXXX/XXXXXXXXXX-XXXXXXX
BASE PRICING
SWM SWM Base Price Base Price Base Price Base Price
SALES GRADE [****] [****] [****] [****]
PRODUCT CODE CODE
[****] [****] [****] [****] [****] [****] [****]
[****] [****] [****] [****] [****] [****] [****]
[****] [****] [****] [****] [****] [****] [****]
A-1-1
