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EXHIBIT 10.9.3
COMPANY CONFIDENTIAL
AMENDMENT NO. 2 TO
PHILIP MORRIS SUPPLY AGREEMENT
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 24b-2, PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. OMITTED INFORMATION HAS BEEN REPLACED WITH
ASTERISKS.
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COMPANY CONFIDENTIAL
Amendment No. 2 to the Agreement
between
Philip Morris Incorporated
and
Schweitzer-Mauduit International, Inc.
for
Fine Papers Supply
This Amendment No. 2, effective December 20, 1996, is by and between
Philip Morris Incorporated, a Virginia Corporation doing business as Philip
Morris U.S.A. ("Philip Morris"), and Schweitzer-Mauduit International, Inc., a
Delaware corporation ("SWM").
RECITALS
WHEREAS, Kimberly-Clark Corporation ("Kimberly-Clark") and Philip
Morris entered into a certain agreement, effective January 1, 1993, for the
manufacture and sale by Kimberly-Clark and the purchase by Philip Morris 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, Kimberly-Clark assigned its rights and obligations under the
Supply Agreement to SWM, effective as of the close of business on November 30,
1995; and
WHEREAS, Philip Morris 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, Philip Morris 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, 1998 with June 30, 1999. The purpose
of this change is to allow the
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 24b-2, PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. OMITTED INFORMATION HAS BEEN
REPLACED WITH ASTERISKS.
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COMPANY CONFIDENTIAL
parties up to six additional months (until June 30, 1997) 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
term.
3. Article III.F.1 of the Supply Agreement shall be amended in
its entirety to read as follows:
Following the provision of notice to terminate pursuant to
Article II.A by either party, Buyer, its Contractors and Converter may
purchase up to (1) *** of their collective requirements for each
Category of Fine Papers from suppliers other than Seller during the
first 12 of the final 24 months of the term, and (2) *** of their
collective requirements for each Category of Fine Papers from suppliers
other than Seller during the final 12 months of the term.
4. Article VII.D.1 shall be amended by adding the following new
paragraph after the "Percentage Decrease" table: "Notwithstanding the preceding
paragraph, for the *** the GSP for each Grade of Fine Paper that is identified
in Exhibit A-1 shall be the applicable GSP as indicated in such exhibit. If no
GSP for a Grade is indicated on Exhibit A-1, then the GSP for that Grade shall
be determined as provided in the preceding paragraph."
5. Exhibit A-1 hereto, entitled "Guaranteed Selling Price for
selected Grades of Fine Papers *** " is hereby incorporated into and made a
part of the Supply Agreement as Exhibit A-1 hereto.
6. All other terms and conditions of the Supply Agreement shall
remain unchanged.
7. The Supply Agreement and this Amendment No. 2 constitute
the entire agreement of the parties with respect to their subject matter and
supersede any prior or contemporaneous agreements or understandings between
Philip Morris and SWM regarding their subject matter.
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 24b-2, PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED. OMITTED INFORMATION HAS BEEN
REPLACED WITH ASTERISKS.
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COMPANY CONFIDENTIAL
EXHIBIT A-1
GUARANTEED SELLING
PRICES OF FLAX CIGARETTE PAPER
GROUP ***
During the period ***, the Guaranteed Selling Price ("GSP") for each
Grade in the Flax Cigarette Paper Group shall be ***, as set forth on Schedule I
to this Exhibit A-1.
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 24b-2, PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. OMITTED INFORMATION HAS BEEN
REPLACED WITH ASTERISKS.
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COMPANY CONFIDENTIAL
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be
executed by their duly authorized representatives effective as of the date first
set forth above.
PHILIP MORRIS INCORPORATED
BY /s/ A.D. LATSHAW
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TITLE Director, Purchasing
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SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
BY /s/ N. DANIEL WHITFIELD
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TITLE President - U.S. Operations
---------------------------
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 24b-2, PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. OMITTED INFORMATION HAS BEEN
REPLACED WITH ASTERISKS.
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STRICTLY CONFIDENTIAL Printed: ***
TITLE: PHILIP MORRIS USA - PRICES BY GRADE
Effective Date: *** PAGE 1 OF 1
File Name: ***
GSP PRICE ADJUSTTMENT OF *** ON EACH GRADE
IN THE FLAX CIGARETTE PAPER GROUP.
****
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN
ACCORDANCE WITH RULE 24b-2, PROMULGATED UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. OMITTED INFORMATION HAS BEEN
REPLACED WITH ASTERISKS.
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