Multi-pack Supply Agreement

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 Mills 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 ...