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EXHIBIT 10.9.5
Amendment No. 4 to the Agreement
between
Xxxxxx Xxxxxx Incorporated
and
Xxxxxxxxxx-Xxxxxxx International, Inc.
for
Fine Papers Supply
This Amendment No. 4, effective December 31, 1997, is by and between
Xxxxxx Xxxxxx Incorporated, a Virginia Corporation doing business as Xxxxxx
Xxxxxx U.S.A. ("Xxxxxx Xxxxxx"), and Xxxxxxxxxx-Xxxxxxx International, Inc., a
Delaware corporation ("SWM").
RECITALS
WHEREAS, Xxxxxxxx-Xxxxx Corporation ("Xxxxxxxx-Xxxxx") and Xxxxxx Xxxxxx
entered into a certain agreement, effective January 1, 1993, for the
manufacture and sale by Xxxxxxxx-Xxxxx and the purchase by Xxxxxx Xxxxxx of
Fine Papers and entered into Amendment No. 1 to such agreement, effective
September 12, 1995 (such agreement, as amended, is hereinafter referred to as
the "Supply Agreement");
WHEREAS, Xxxxxxxx-Xxxxx assigned its rights and obligations under the
Supply Agreement to SWM, effective as of the close of business on November 30,
1995;
WHEREAS, Xxxxxx Xxxxxx and SWM entered into Amendment No. 2 to the Supply
Agreement, effective December 20, 1996;
WHEREAS, Xxxxxx Xxxxxx and SWM entered into Amendment No. 3 to the Supply
Agreement, effective June 26, 1997; and
WHEREAS, Xxxxxx Xxxxxx and SWM now desire to amend the Supply Agreement as
set forth hereinbelow.
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the exchange and sufficiency of which are hereby
acknowledged, Xxxxxx Xxxxxx and SWM agree as follows:
1. Capitalized terms herein shall have the same meaning as in the Supply
Agreement.
2. The first sentence of Article II.A of the Supply Agreement shall be
amended by replacing December 31, 1999 with March 31, 2000. The purpose of
this change is to allow the parties up to three additional months (until March
31, 1998) to reach agreement on changes to the Supply Agreement that will make
it acceptable to both for the Supply Agreement to extend beyond the initial
term for at least one renewal.
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3. Notwithstanding Article VII.C.2 of the Supply Agreement, for the
period January 1, 1998 through March 31, 1998, the Invoice Price for each Grade
shall be determined in accordance with Article VII.C.1 using the GSPs
established by Amendment No. 2 to the Supply Agreement.
4. All other terms and conditions of the Supply Agreement shall remain
unchanged.
5. This Amendment No. 4 may be executed in one or more counterparts, and
the different counterparts signed by each of the parties, taken together, shall
evidence the agreement of the parties.
6. The Supply Agreement, Amendment Xx. 0, Xxxxxxxxx Xx. 0 and this
Amendment No. 4 constitute the parties' entire agreement with respect to their
subject matter and supersede any prior or contemporaneous agreements or
understandings between Xxxxxx Xxxxxx and SWM regarding their subject matter.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 to be
executed by their duly authorized representatives effective as of the date first
set forth above.
XXXXXX XXXXXX INCORPORATED
BY /s/ X.X. XXXXXXX
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X.X. XXXXXXX
TITLE DIRECTOR, PURCHASING
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XXXXXXXXXX-XXXXXXX INTERNATIONAL, INC.
BY /S/ N. Xxxxxx Xxxxxxxxx
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N. Xxxxxx Xxxxxxxxx
TITLE PRESIDENT - U.S. OPERATIONS
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