Manufacturing Agreement [Amendment No. 1] - Zomax Optical Media Inc. and Metacom Inc.
AMENDMENT #1 TO MANUFACTURING AGREEMENT BY AND BETWEEN ZOMAX OPTICAL MEDIA, INC. AND METACOM, INC. DATED JANUARY 1, 1995 DATE: JANUARY 31, 1997 RECITALS: A. As of January 31, 1997, Metacom had not fulfilled its 1996 obligations to purchase the unit commitments of 2,000,000 cassette tapes and 1,000,000 compact discs in section 2.4 of the Manufacturing Agreement. Metacom was short 152,321 compact discs and 619,191 cassette tapes from meeting its 1996 unit commitments. B. Whereas the Manufacturing Agreement is in existence until December 31, 1997 and the parties wish to continue doing business past December 31, 1997. AGREEMENT: The parties hereto, each intending to be legally bound, agree as follows: Unit Commitment Shortage Zomax will grant a one year grace period in which Metacom can make-up its 1996 unit commitment shortages and not be subject to the lost profit payment outlined in Section 2.4 of the Manufacturing Agreement. During 1997, Metacom must purchase the 1996 unit commitment shortages (as stated above) as well as the 1997 yearly commitment specified by the agreement (this totals 1,152,321 CD's and 2,619,191 cassette tapes). If Metacom fails to fulfill these obligations during 1997, it will be subject to the lost profit payment outlined in Section 2.4 of the Manufacturing Agreement. The pricing of the 1996 unit commitment shortage quantities will be consistent with the prices charged for 1996 orders and shipments. The pricing for the 1997 unit commitments will be as determined as outlined in Section 3.1 of the Agreement. Contract Extension In consideration for the granting of the grace period and the mutual desire to extend the relationship between the parties, the parties agree to extend the Manufacturing Agreement for a period of three years. The three year extension shall continue in effect until December 31, 2000. During the three year extension period Metacom will not have any unit commitments but pledges to purchase all of its media needs with Zomax. Pricing of the new product orders in the three year extension period will be as determined as outlined in Section 3.1 of the Agreement. Other Provisions All other provisions of the Manufacturing Agreement shall survive and continue through the extended contract expiration period. IN WITNESS WHEREOF, the parties hereto have executed this Amendment #1 to the Manufacturing Agreement as of the date above written. ZOMAX OPTICAL MEDIA, INC. By: /s/ James T. Anderson James T. Anderson Its: Chief Executive Officer METACOM, INC. By: /s/ Phillip T. Levin Phillip T. Levin Its: President/CEO