Exhibit 10.1
Agreement Between
MeadWestvaco Paper Group and
Ennis Business Forms
This Agreement between Ennis Business Forms, Desoto, Texas, The
Mead Corporation and Westvaco Corporation (Mead and Westvaco
collectively referred to herein as "MeadWestvaco") is with
respect to the purchase by Ennis Business Forms and Supply by
MeadWestvaco, of carbonless paper within the United States of
America, and supercedes any and all prior agreements between Mead
and Ennis Business Forms.
I. Purchase and Supply Commitment
A. During the term of this Agreement, MeadWestvaco shall
supply to Ennis Business Forms and Ennis Business
Forms shall purchase from MeadWestvaco, one hundred
percent of the requirements of Ennis Business Forms for
carbonless copy paper for use by Ennis Business forms in
Manufacturing business forms ("Carbonless Paper")
provided that MeadWestvaco may decline to sell Carbonless
Paper that is not a standard MeadWestvaco grade or weight
and further provided that if a customer of Ennis Business
forms refuses to accept forms printed on MeadWestvaco
carbonless Paper after MeadWestvaco had been afforded a
reasonable opportunity to persuade such customer to use
MeadWestvaco Carbonless Paper, Ennis Business forms will
be excused from purchasing MeadWestvaco Carbonless Paper
for the production of such customer's forms.
B. Should Ennis Business Forms sell or transfer
ownership in all or substantial portions of its assets,
Ennis agrees to stipulate the buyer assumes the
obligations of this Agreement. If MeadWestvaco sells the
Carbonless Business Unit, MeadWestvaco agrees to
stipulate that the buyer assumes the obligations of this
Agreement.
II. *
A. *
III. Agreement Period
A. This agreement is effective commencing August 29,
2002 through *
B. Thereafter, this Agreement shall be automatically
renewed for consecutive one year periods. Sixty days
before the expiration of the Agreement and all subsequent
one year extensions, Ennis will share with and MWV will
be offered the opportunity to meet any competitive offers
for the carbonless business. If MWV elects to meet the
competitive offer, MWV will retain the business.
* Confidential information omitted and filed separately with the SEC.
IV. Contract Pricing
A. The pricing for Carbonless Paper sold to Ennis
Business Forms hereunder will be applicable prices as set
forth on Exhibit A attached. Items invoiced at higher
price will be rebated back to these price levels.
B. *
C. *
V. *
A. *
VI. Inventory Control Programs
A. MeadWestvaco will establish controlled inventory or
auto-replenishment programs in Ennis' plants of choice.
VII. Terms and Conditions
A. Terms: *
B. Freight Allowance: Full freight allowed in the
continental United States, with the exception of
emergency shipment service.
C. MeadWestvaco's standard terms and conditions of sale
shall govern all sales hereunder.
VIII. Transition Teams
A. MeadWestvaco will establish transition teams to
assist Ennis plants that are converted to MeadWestvaco
Carbonless.
IX. Technology Enhancement
A. MeadWestvaco will provide Ennis with technical
support and assistance for the development of B2B
interfaces.
X. Purchasing Assistance
A. MeadWestvaco will facilitate discussions with their
suppliers for the benefit of Ennis where possible.
XI. *
XII. MeadWestvaco Defaults
Upon the happening of any of the following events, acts,
occurrences of state of facts that is not cured within forty-
five (45) days after MeadWestvaco's receipt of written
notice from Ennis Business Forms, Ennis Business forms shall
have the right to terminate this agreement immediately by
written notice to MeadWestvaco:
A. MeadWestvaco becomes insolvent, has a receiver or
trustee appointed for all or Part of its assets and
business, executes and delivers and assignment for the
benefit of its creditors or is liquidated, dissolved or
wound-up;
B. The institution of voluntary or involuntary
proceedings by or against MeadWestvaco under the
bankruptcy, insolvency or other similar laws of the
United States, or;
C. A material default by MeadWestvaco of any of its
obligations hereunder.
XIII. Ennis Business Forms Defaults
Upon the happening of any of the following events, acts,
occurrences or state of facts that is not cured within forty-
five (45) days after Ennis Business Forms' receipt of
written notice from MeadWestvaco (except in the event Ennis
Business Forms does not pay the price of the Carbonless
Paper when due, such cure shall only be ten (10) days)
MeadWestvaco shall have the right to terminate the Agreement
immediately by written notice to Ennis Business Forms:
A. Ennis Business Forms becomes insolvent, has a
receiver or trustee appointed for All or part of its
assets and business, executes and delivers and assignment
for the benefit of its creditors or is liquidated,
dissolved or wound-up;
B. The institution of voluntary or involuntary
proceedings by or against Ennis Business Forms under the
bankruptcy, insolvency or other similar laws of the
United States;
C. A material default by Ennis Business Forms of any of
its obligations hereunder.
XIV. Successors and Assigns
The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties Hereto and their
respective successors and assigns; provided that except as
provided herein, no party may assign, delegate, or otherwise
transfer any of its rights of obligations under this
Agreement without the consent of the other party hereto.
XV. Waiver
The failure of any party to insist, in Any one or more
instances, upon the performance of any of the terms,
covenants or conditions of this Agreement or to exercise any
right Hereunder shall not operate or be construed as a
waiver of that party's right to insist upon future
performance and the obligation of the other party with
respect to such future performance shall continue in full
force and effect as if such failure or delay had never
occurred. No waiver of any term, condition or other
provision of this Agreement shall be effective against a
party unless acknowledged by such party in writing.
XVI. Governing Law
This Agreement shall be governed by, construed, and enforced
in accordance with, the laws of the State of Ohio.
XVII. Entire Agreement
This Agreement, including the Schedules attached hereto,
constitutes the entire agreement between MeadWestvaco and
Ennis Business forms with respect to the subject matter
hereof and shall supersede all previous oral and written
proposals, negotiations, representations, commitments and
other communications between the parties with respect to the
subject matter hereof.
XVIII. Amendments
This Agreement may not be released, discharged, altered,
amended, modified or renewed except by writing signed by
duly authorized representatives of the parties.
Ennis Business Forms
By:/s/Keith Walters Date: 8/28/02
------------------------- -----------------------
Keith Walters
Chief Executive Officer
MeadWestvaco Paper Group
By:/s/Thomas D. Sharritt Date: 8/28/02
------------------------- -----------------------
Thomas D. Sharritt
National Accounts Manager
Exhibit A
*
* Two pages of confidential information omitted and filed separately
with the SEC.