Exhibit 10.11A
[*] Confidential Treatment Requested
MULTI-PACK SUPPLY AGREEMENT
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THIS MULTI-PACK SUPPLY AGREEMENT ("Agreement") is made and entered
into as of March 1, 1998 by and between Packaging Resources Incorporated, a
Delaware corporation ("PRI"), and General ▇▇▇▇▇ Operations, Inc., a Delaware
corporation (Yoplait").
RECITALS:
WHEREAS, Yoplait desires to purchase from PRI and PRI desires to sell
to Yoplait, four-ounce (4 oz.) thermoformed multi-pack cups identified on
Schedule A attached hereto and made a part hereof (the "Cups").
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. SUPPLY OF CUPS. PRI shall sell to Yoplait, and Yoplait shall
purchase and take delivery from PRI the Cups in accordance with the estimates
noted in Schedule C attached hereto and made a part hereof. The parties
acknowledge that Schedule C lists estimates only and that Yoplait does not
guarantee the purchase of any volume of Cups. However, Yoplait agrees that PRI
will be its exclusive and sole supplier to Trix multipack, Adventure Pack and
Yoplait Original multipack Cups as described on Schedule A, subject to PRI's
ability to perform in accordance with the terms of this Agreement. Purchases
hereunder shall be in accordance with Yoplait's written purchase orders
submitted to PRI. In the event there is any conflict between the terms of any
such purchase order terms and the terms of this Agreement, the terms of this
Agreement shall govern.
2. TERM.
(a) The term of this Agreement shall commence as of March 1,
1998 and shall end on February 28, 2003 ("Initial Term").
(b) Yoplait shall have an option to renew the term of this
Agreement for a period of one (1) year after the Initial Term upon written
notice to PRI not less than nine (9) months prior to the end of the Initial
Term. Any such notice of the exercise of the option to renew shall contain a
new Schedule C. Other changes to the terms and conditions of this Agreement
shall be as mutually agreed to in writing by the parties.
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3. PRICE.
(a) BASE PRICE. The base price of the Cups shall be as noted in
Schedule B attached hereto and made a part hereof.
(b) RESIN PRICE CHANGES. Effective March 1, 1999 a price
adjustment for the Cups shall be implemented effective through February 28,
2000. Such price adjustment shall be based on any increase or decrease between
the market price of polystyrene on March 1, 1998 and such price on March 1,
1999. On March 1, 2000, a price adjustment for the Cups shall be implemented
effective as of such date based on any increase or decrease between the market
price of polystyrene on March 1, 1999 and such price on March 1, 2000. Except
as expressly agreed otherwise at any time after March 1, 2000, price adjustments
for the Cups based on any increase or decrease in the market price of
polystyrene shall be implemented when incurred by PRI; provided, however, that
no such price adjustment shall be effective without thirty (30) days prior
written notice to Yoplait. Any price adjustment pursuant to this Section 3(b)
shall be in accordance with Schedule B.
(c) NON-RESIN PRICE CHANGES. In March of each year of the term
hereof, PRI shall advise Yoplait in writing of all non-resin price increases and
decreases which relate to the manufacture of the Cups. Upon mutual agreement of
the parties, the base price of the Cups shall be appropriately adjusted and
confirmed by the parties in writing on April 1 of each year of the term hereof;
provided that Yoplait agrees to accept non-resin increases, not to exceed 2%,
when PRI provides appropriate written documentation. The parties also agree
that to the extent that cost savings are identified, mutually-agreed and
implemented, any such savings shall be passed along to GMI to reduce the price
of the Cups or to reduce such other applicable costs as are paid by GMI.
4. PURCHASE OF INVENTORY. Upon the termination of this Agreement
for any reason, Yoplait shall purchase from PRI all Cups and related work in
progress then in PRI's inventory; provided, however, that Yoplait shall not be
obligated to purchase any such inventory in excess of the maximum inventory
levels contemplated by the forecasts furnished by Yoplait pursuant to Section 5
hereof.
5. FORECASTS OF REQUIREMENTS. On or about the first (1st) day of
each calendar month during the term hereof, Yoplait shall provide PRI with a
four (4) calendar month forecast of Yoplait's anticipated needs for Cups
hereunder including without limitation, the month, plant location, flavor design
and product group.
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6. SPECIFICATIONS AND STANDARDS. PRI in its performance
hereunder shall comply with all specifications and quality control standards
set forth in Schedule A and Schedule D, attached hereto and made a part
hereof ("specifications"). If PRI shall fail to meet such specifications
with respect to any Cups, such Cups shall be returned PRI at PRI's sole
expense and PRI shall, within thirty (30) days of its receipt of such
defective Cups, either replace such Cups or refund (or credit) the entire
amount of any base price paid for such Cups.
7. INDEMNIFICATION.
(a) INDEMNIFICATION BY YOPLAIT. To the extent that the Cups
supplied hereunder comply with the specifications and standards agreed to by the
parties in accordance with Section 6, Yoplait agrees to indemnify, defend and
hold PRI harmless from and against any and all demands, claims, actions, suits
and proceedings which may at any time be brought against PRI and any and all
liabilities, losses, damages, costs and expenses (including, but not limited to,
reasonable attorney's fees and other legal costs and expenses) which may at any
time be suffered or incurred by PRI, as a result of, arising from or in
connection with the handling, transportation, or use of the Cups or any
products to be sold within the Cups.
(b) INDEMNIFICATION BY PRI. To the extent that PRI shall fail
to meet the specifications and standards agreed to by the parties in accordance
with Section 6 with respect to any Cups, PRI agrees to indemnify, defend and
hold Yoplait harmless from and against any and all demands, claims, actions,
suits and proceedings which may at any time be brought against Yoplait and any
and all liabilities, losses, damages, costs and expenses (including, but not
limited to, reasonable attorney's fees and other legal costs and expenses) which
may at any time be suffered or incurred by Yoplait, as a result of, arising from
or on account of any act or omission in connection with the handling or
transportation of such Cups, or any products to be sold within the Cups;
provided, however, in no event shall PRI be liable for the incidental or
consequential losses or damages (including lost profits) of Yoplait.
8. EXCLUSIVITY. PRI agrees that it will not sell Cups set forth on
Schedule A to any third party.
9. MISCELLANEOUS.
(a) FORCE MAJEURE. In the event either party hereto shall be
prevented from the performance of any act required hereunder by reason of
strikes, lock-outs, labor troubles, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riots, insurrection, war or
other reasons of a like nature not the fault of, or under the control of, the
party
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delayed in performing work or doing acts required under the terms of this
Agreement, then performance of such act shall be excused for the period of
the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay, provided the
party delayed in performing promptly gives written notice to the other party
of its inability to perform and provided, further, that upon the termination
of the force majeure event the delayed party promptly commences performance.
(b) NOTICES. Any notice, claim, demand, request or other
communication required or permitted under this Agreement shall be valid and
effective only if given by written instrument which is personally delivered,
sent by facsimile, air courier or registered or certified airmail, postage
prepaid, addressed as follows:
To PRI: Packaging Resources Incorporated
One ▇▇▇▇▇▇ Park
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To Yoplait: General ▇▇▇▇▇ Operations, Inc.
Number ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any notice, claim, demand, request or other communication
given as provided in this Section if given personally, shall be effective
upon delivery; if given by facsimile, shall be effective one day after
transmission; if given by air courier, shall be effective five (5) days after
deposit with the courier; and if given by mail, shall be effective ten (10)
days after deposit in the mail. Either party may change the address at which
it is to be given notice by giving written notice to the other party as
provided in this Section.
(c) ENTIRE AGREEMENT. This Agreement and the Schedules hereto
constitute the entire understanding and agreement between the parties, and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter of this Agreement.
This Agreement may not be modified or amended except by an instrument in
writing executed by the parties hereto.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
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STATE OF ILLINOIS, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF.
(e) BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of all successors and assigns of the parties hereto.
(f) ASSIGNMENT. PRI shall not assign or otherwise transfer in
any manner (either by contract, operation of law or change in control) this
Agreement or any of PRI's rights or obligations without Yoplait's prior
written consent, which consent shall not be unreasonably withheld or delayed.
(g) SEVERABILITY. If any provision of this Agreement shall be
found invalid or unenforceable, in whole or in part, by a court of competent
jurisdiction, then such provision shall be deemed to be modified or
restricted to the extent and in the manner necessary to render the same valid
and enforceable, or shall be deemed excised from this Agreement, as the case
may require, and this Agreement shall be construed and enforced to the
maximum extent permitted by law, as if such provision had been originally
incorporated herein as so modified or restricted, or as if such provision had
not been originally incorporated herein, as the case my be, provided that the
basic intent of the parties has not thus been rendered incapable of
achievement.
(h) HEADINGS. Section headings have been inserted in this
Agreement as a matter of convenience only and are not a part of this
Agreement and shall not be used in the interpretation of this Agreement.
(i) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, and the parties may execute and deliver this Agreement by
executing and delivering any of such counterparts.
(j) PRIOR AGREEMENT. The execution of this Agreement shall
render null and void any agreements previously executed by the parties
regarding the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
PACKAGING RESOURCES INC. GENERAL ▇▇▇▇▇ OPERATIONS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇. Friendly
----------------------------- -------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇. Friendly
--------------------------- -----------------------------
Title: PRES. C.E.O. Title: President, Yoplait-Colombo
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SCHEDULE A
Page 1 of 2
Yoplait 4 oz. Container
Production Shipping Specification
09/10/97
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SCHEDULE A Page 2 of 2
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Page 1 of 1
SCHEDULE B March 1, 1998
PACKAGING RESOURCES INCORPORATED
Pricing Schedule
Effective March 1, 1998
Include $0.03/lb Market Price Increase for High Impact Styrene
(Initial Contract Pricing)
YOPLAIT - COLOMBO
Ship to: Methuen, Massachusetts
(#109816)
Part Description Price/M
---------------- -------
POLYSTYRENE
4 oz. White Multi-Pack, Printed (Process - 5 to 6 Colors) [*]
4 oz. White Multi-Pack, Unprinted [*]
4 oz. Yellow Multi-Pack, Unprinted [*]
4 oz. Red Multi-Pack, Unprinted [*]
Title: Passes at Packaging Resources Incorporated
Freight: Packaging Resources Arranges for, Prepays and Bills Customer
Direct Freight Cost: ▇▇▇▇▇▇▇ to Methuen - $1600
▇▇▇▇▇▇▇ to Tulare - $2850
Terms: 1% 10 Days, Net 30 Days.
Sale subject to credit approval.
Current Resin Escalator/Deescalator
-----------------------------------
Price change for each $0.01/lb. of High Impact Polystyrene market price
change is as follows:
4 oz. Multi-Pack = [*]
Tooling
-------
Yoplait Owns Tooling and Packaging Resources Maintains Tooling.
SCHEDULE C
MULTI-PACK VOLUME ESTIMATES (MM UNITS)
[*]
Volumes are estimates for the Agreement Years starting March 1, 1998.
SCHEDULE D
Printed: FEB 26 1998 GENERAL ▇▇▇▇▇, INC. Page 1 of 3
PACKAGING SPECIFICATION No. 30-335
PAGE: 1
INTERNAL USE ONLY
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SCHEDULE D
Printed: FEB 26 1998 GENERAL ▇▇▇▇▇, INC. Page 2 of 3
PACKAGING SPECIFICATION No. 30-335
PAGE: 2
INTERNAL USE ONLY
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SCHEDULE D
Printed: FEB 26 1998 GENERAL ▇▇▇▇▇, INC. Page 3 of 3 Page: 3
PACKAGING SPECIFICATION No. 30-335
INTERNAL USE ONLY
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Printed: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
PACKAGING SPECIFICATION No. 30-335 PAGE 1 OF 19
For Supplier # ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇
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PRINTED: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
PACKAGING SPECIFICATION NO. 30-335 PAGE 2 OF 19
FOR SUPPLIER # ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇
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PRINTED: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
PACKAGING SPECIFICATION NO. 30-335 PAGE 3 OF 19
FOR SUPPLIER # ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇
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PAGE 4 OF 19
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Printed: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
PACKAGING SPECIFICATION No. 30-367 PAGE 5 OF 19
For Supplier # 040335
WEYERHAEUSER - THREE RIVERS
THREE RIVERS, MI
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Printed: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULED
PACKAGING SPECIFICATION No. 30-367 PAGE 6 OF 19
For Supplier # 040335
WEYERHAEUSER - THREE RIVERS
THREE RIVERS, MI
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[*] PAGE 7 OF 19
PRINTED: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
PACKAGING SPECIFICATION NO. 30-368 PAGE 8 OF 19
FOR SUPPLIER # 040335
WEYERHAEUSER - THREE RIVERS
THREE RIVERS, MI
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PRINTED: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
PACKAGING SPECIFICATION NO. 30-368 PAGE 9 OF 19
FOR SUPPLIER # 040335
WEYERHAEUSER - THREE RIVERS
THREE RIVERS, MI
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SCHEDULE D
PAGE 10 OF 19
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Date: MAR 3 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 11 OF 19
RETAINED SOLVENTS
CONFIDENTIAL
ORIGINATION DATE: 06/05/87
STATUS: ACTIVE
REVISION DATE: 03/28/96
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Date: MAR 3 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 12 OF 19
RIGID PLASTICS
CONDFIDENTIAL
ORIGINATION DATE: 08/09/89
STATUS: ACTIVE
REVISION DATE: 01/28/93
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Date: MAR 3 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 13 OF 19
RIGID PLASTICS
[*]
Date: MAR 3 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 14 OF 19
RIGID PLASTICS
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Date: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 15 OF 19
CORRUGATED
CONFIDENTIAL
ORIGINATION DATE: 12/04/89
STATUS: ACTIVE
REVISION DATE: 08/23/95
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Date: MAR 4 1998 GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 16 OF 19
CORRUGATED
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GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 17 OF 19
CORRUGATED
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GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 18 OF 19
CORRUGATED
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GENERAL ▇▇▇▇▇, INC. SCHEDULE D
GENERAL PACKAGING SPECIFICATION PAGE 19 OF 19
CORRUGATED
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