Exhibit 2.1(C)
June 30, 1998
Sealright Co., Inc.
0000 Xxxxxxxxx Xxxxx
XxXxxx, XX 00000
--and--
Huhtamaki Oy
Xxxxxxxxxxxxxx 0
00000 XXX00
XXXXXXX
Dear Sirs:
In connection with the Agreement and Plan of Merger by and among
Huhtamaki Oy, Seal Acquisition Corporation ("Seal") and Sealright Co., Inc.
("Sealright"), dated as of March 2, 1998 (the "Merger Agreement") and other
documents related thereto, we would like to set forth our understanding and
agreement regarding the provision of certain services and products between
Sealright and JPS Packaging Company ("JPS"). In connection therewith, it is our
understanding that to the extent reasonably requested by JPS, Sealright will
provide the following services:
1. Information Systems/Computer, including:
. Payroll
. Bank Reconciliation
. Human Resources
. Accounts Payable
. General Ledger
. Invoicing and Accounts Receivable
. Fixed Assets
. Office Support Systems
. Other related services the parties may agree upon
*Additional required software licensing costs will be
paid by JPS.
2. Human Resources
3. Accounting
4. Treasury and Credit/Collection
In addition, the parties will provide to each other certain products.
To the extent reasonably requested by JPS, Sealright will manufacture Styrotech
machines, and to the extent reasonably requested by Sealright, JPS will
manufacture and supply certain aseptic lidding products, subject to customary
terms and conditions of sale.
The term of this letter agreement ("Agreement") and the provision of
services and products hereunder shall be for a period of ninety (90) days
commencing as of the closing date of the Merger contemplated by the Merger
Agreement. At the request of JPS, this Agreement may be renewed for an
additional ninety day (90) period (the "Renewal Period"). Costs and charges for
any services provided
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hereunder, excluding the Lease, will be based upon the service or product
provider's actual direct costs and will not include indirect or overhead costs,
except that during the Renewal Period, if applicable, Sealright may charge JPS
twice the cost for any such services performed during such period. Charges for
any services performed or products provided hereunder will be billed to the
appropriate party at the end of the initial ninety (90) day term (and, if
applicable, at the end of the Renewal Period) and such bills shall include a
reasonable breakdown of actual direct costs incurred.
Sealright and JPS shall perform all services and manufacture all
products hereunder as independent contractors, and nothing in this Agreement or
in its performance shall create any employment, joint venture or agency
relationship between them. All notices, requests for services or other matters
related to this Agreement shall be made to Xxxx X. Xxxxxx at JPS and to
_______________________ at Sealright, respectively. Huhtamaki agrees to
cooperate with the terms of this Agreement and, to the extent Sealright fails
to perform hereunder, to cause Sealright to so perform. This Agreement shall be
governed by and construed in accordance with the laws of the State of Kansas.
If you are in agreement with the foregoing, please sign a copy of this
Agreement and return it to me, whereupon this Agreement shall constitute a valid
and binding agreement.
JPS PACKAGING COMPANY
By:_______________________________
Xxxx X. Xxxxxx, President
AGREED AND ACCEPTED this ___
day of ______, 1998 by:
SEALRIGHT CO., INC.
By:__________________________
Name:
Title:
HUHTAMAKI OY
By:__________________________
Name:
Title:
By:__________________________
Name:
Title:
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