AMENDMENT NO. 7
to the
AMENDED AND RESTATED ADDENDUM to
FINE PAPERS SUPPLY AGREEMENT
between
PHILIP MORRIS USA INC.
and
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
This Amendment No. 7, effective
April 1, 2009, is by and between Philip Morris USA Inc., a
Virginia corporation (“Buyer”), and Schweitzer-Mauduit
International, Inc., a Delaware corporation
(“Seller”).
Whereas, Buyer and Seller have previously
entered into the Second Amended and Restated Agreement for Fine
Paper Supply, effective July 1, 2000, and into seven
successive amendments to such agreement, which agreement has now
expired except as it pertains to the Addendum (as amended, the
“Fine Papers Supply Agreement”);
Whereas, Buyer and Seller also have previously
entered into the Amended and Restated Addendum to Fine Papers
Supply Agreement, effective July 1, 2000, amended by Amendment
No. 1, effective August 4, 2000, Amendment No. 2,
effective January 25, 2001, Amendment No. 3, effective
September 26, 2001, Amendment No. 4, effective
September 12, 2002, Amendment No. 5, effective
December 31, 2004, Amendment No. 6, effective
December 31, 2005, and that certain Letter Amendment, dated
March 26, 2009 (as amended, the “Addendum”);
and
Whereas, Buyer and Seller now wish to further
amend the Addendum regarding the pricing for banded cigarette paper
for the period April 1, 2009 through December 31, 2009,
as provided herein.
Now Therefore, in consideration of the promises
exchanged in this Amendment and other good and valuable
consideration, the receipt and sufficiency of which the parties
acknowledge, Buyer and Seller agree as follows:
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1.
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Definitions. Except as expressly provided, all
capitalized terms shall have the meanings assigned to them in the
Addendum.
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2.
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Article 3.5 of the Addendum is
deleted in its entirety and replaced with the following revised
Article 3.5:
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As respects
Banded Cigarette Papers only, the provisions of this
Article 3.5 shall be in lieu of the provisions of
Article VIII.A, Article VIII.C, Article VIII.D,
Article VIII.E, Article VIII.F, Article VIII.H,
Article VIII.I, Article VIII.J, Article VIII.L and
Article VIII.M of the Agreement. The provisions of this
Article 3.5 do not amend, supplement or replace in any way the
provisions of Article VIII.B or Article VIII.K of the
Agreement.
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3.5.1.1
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For
each Bobbin of Banded Cigarette Papers sold and delivered through
Direct Purchases under this Addendum, Buyer shall pay the
applicable Invoice Price (as defined in Article 3.5.2). The
Invoice Price shall be ***
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3.5.1.2
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The
Invoice Price shall be estimated as follows: [***]
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3.5.1.3
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[***]
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3.5.2
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Definitions
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For
purposes of this Article 3.5, each of the following terms
shall have the meaning hereinafter set forth:
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3.5.2.1
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[***]
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3.5.2.2
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[***]
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3.5.2.3
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[***]
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3.5.2.4
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[***]
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