-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONERHhXaYVojaTunWtMTSEuMSRBGWleogXZO58bVU/a3lA/WYiAjQYaMBJlAyESp YMNoBeartNsfacUuegyxHw== 0000033002-03-000012.txt : 20030207 0000033002-03-000012.hdr.sgml : 20030207 20030207150805 ACCESSION NUMBER: 0000033002-03-000012 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020831 FILED AS OF DATE: 20030207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENNIS BUSINESS FORMS INC CENTRAL INDEX KEY: 0000033002 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 750256410 STATE OF INCORPORATION: TX FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05807 FILM NUMBER: 03544586 BUSINESS ADDRESS: STREET 1: 1510 N HAMPTON SUITE 300 CITY: DESOTO STATE: TX ZIP: 75115 BUSINESS PHONE: 9722287801 MAIL ADDRESS: STREET 1: 1510 N HAMPTON SUITE 300 CITY: DESOTO STATE: TX ZIP: 75115 FORMER COMPANY: FORMER CONFORMED NAME: ENNIS TAG & SALESBOOK CO DATE OF NAME CHANGE: 19700805 10-Q/A 1 q10amain.txt 10QA FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 AMENDMENT NO. 1 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended AUGUST 31, 2002 ------------------------------------------------ Commission File Number 1-5807 ------------------------------------------- ENNIS BUSINESS FORMS, INC. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 75-0256410 - ----------------------------------------------------------------- (State or other Jurisdiction of (I. R. S. Employer Incorporation or organization) Identification No.) 1510 N. Hampton, Suite 300, DeSoto, TX 75115 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (972) 228-7801 - ----------------------------------------------------------------- (Registrant's telephone number, including area code) No Change - ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 31, 2002 - --------------------------- ------------------------------ Common stock, par value 16,277,224 $2.50 per share Due to typographical errors on the Index to Exhibits and in Exhibits 10.1 and 10.2 to the registrant's Quarterly Report on Form 10-Q for the period ended August 31, 2002, which was filed on October 15, 2002, corrected copies of which are filed herewith, the undersigned hereby amends such Quarterly Report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENNIS BUSINESS FORMS, INC. Date February 7, 2003 /s/Harve Cathey ------------------ -------------------------------- Harve Cathey Vice President Finance and Chief Financial Officer Date February 7, 2003 /s/Harve Cathey ------------------ -------------------------------- Harve Cathey Secretary and Treasurer Principal Accounting Officer 16 INDEX TO EXHIBITS Exhibit 10.1 Agreement Between MeadWestvaco Paper Group and Ennis Business Forms* Exhibit 10.2 UPS Ground, Air Hundredweight and Sonicair Incentive Program Carrier Agreement* Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Portions of exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. 19 EX-10 3 exh101.txt EXHIBIT 10 Exhibit 10.1 Agreement Between MeadWestvaco Paper Group and Ennis Business Forms This Agreement between Ennis Business Forms, Desoto, Texas, The Mead Corporation and Westvaco Corporation (Mead and Westvaco collectively referred to herein as "MeadWestvaco") is with respect to the purchase by Ennis Business Forms and Supply by MeadWestvaco, of carbonless paper within the United States of America, and supercedes any and all prior agreements between Mead and Ennis Business Forms. I. Purchase and Supply Commitment A. During the term of this Agreement, MeadWestvaco shall supply to Ennis Business Forms and Ennis Business Forms shall purchase from MeadWestvaco, one hundred percent of the requirements of Ennis Business Forms for carbonless copy paper for use by Ennis Business forms in Manufacturing business forms ("Carbonless Paper") provided that MeadWestvaco may decline to sell Carbonless Paper that is not a standard MeadWestvaco grade or weight and further provided that if a customer of Ennis Business forms refuses to accept forms printed on MeadWestvaco carbonless Paper after MeadWestvaco had been afforded a reasonable opportunity to persuade such customer to use MeadWestvaco Carbonless Paper, Ennis Business forms will be excused from purchasing MeadWestvaco Carbonless Paper for the production of such customer's forms. B. Should Ennis Business Forms sell or transfer ownership in all or substantial portions of its assets, Ennis agrees to stipulate the buyer assumes the obligations of this Agreement. If MeadWestvaco sells the Carbonless Business Unit, MeadWestvaco agrees to stipulate that the buyer assumes the obligations of this Agreement. II. * A. * III. Agreement Period A. This agreement is effective commencing August 29, 2002 through * B. Thereafter, this Agreement shall be automatically renewed for consecutive one year periods. Sixty days before the expiration of the Agreement and all subsequent one year extensions, Ennis will share with and MWV will be offered the opportunity to meet any competitive offers for the carbonless business. If MWV elects to meet the competitive offer, MWV will retain the business. * Confidential information omitted and filed separately with the SEC. IV. Contract Pricing A. The pricing for Carbonless Paper sold to Ennis Business Forms hereunder will be applicable prices as set forth on Exhibit A attached. Items invoiced at higher price will be rebated back to these price levels. B. * C. * V. * A. * VI. Inventory Control Programs A. MeadWestvaco will establish controlled inventory or auto-replenishment programs in Ennis' plants of choice. VII. Terms and Conditions A. Terms: * B. Freight Allowance: Full freight allowed in the continental United States, with the exception of emergency shipment service. C. MeadWestvaco's standard terms and conditions of sale shall govern all sales hereunder. VIII. Transition Teams A. MeadWestvaco will establish transition teams to assist Ennis plants that are converted to MeadWestvaco Carbonless. IX. Technology Enhancement A. MeadWestvaco will provide Ennis with technical support and assistance for the development of B2B interfaces. X. Purchasing Assistance A. MeadWestvaco will facilitate discussions with their suppliers for the benefit of Ennis where possible. XI. * XII. MeadWestvaco Defaults Upon the happening of any of the following events, acts, occurrences of state of facts that is not cured within forty- five (45) days after MeadWestvaco's receipt of written notice from Ennis Business Forms, Ennis Business forms shall have the right to terminate this agreement immediately by written notice to MeadWestvaco: A. MeadWestvaco becomes insolvent, has a receiver or trustee appointed for all or Part of its assets and business, executes and delivers and assignment for the benefit of its creditors or is liquidated, dissolved or wound-up; B. The institution of voluntary or involuntary proceedings by or against MeadWestvaco under the bankruptcy, insolvency or other similar laws of the United States, or; C. A material default by MeadWestvaco of any of its obligations hereunder. XIII. Ennis Business Forms Defaults Upon the happening of any of the following events, acts, occurrences or state of facts that is not cured within forty- five (45) days after Ennis Business Forms' receipt of written notice from MeadWestvaco (except in the event Ennis Business Forms does not pay the price of the Carbonless Paper when due, such cure shall only be ten (10) days) MeadWestvaco shall have the right to terminate the Agreement immediately by written notice to Ennis Business Forms: A. Ennis Business Forms becomes insolvent, has a receiver or trustee appointed for All or part of its assets and business, executes and delivers and assignment for the benefit of its creditors or is liquidated, dissolved or wound-up; B. The institution of voluntary or involuntary proceedings by or against Ennis Business Forms under the bankruptcy, insolvency or other similar laws of the United States; C. A material default by Ennis Business Forms of any of its obligations hereunder. XIV. Successors and Assigns The provisions of this Agreement shall be binding upon and inure to the benefit of the parties Hereto and their respective successors and assigns; provided that except as provided herein, no party may assign, delegate, or otherwise transfer any of its rights of obligations under this Agreement without the consent of the other party hereto. XV. Waiver The failure of any party to insist, in Any one or more instances, upon the performance of any of the terms, covenants or conditions of this Agreement or to exercise any right Hereunder shall not operate or be construed as a waiver of that party's right to insist upon future performance and the obligation of the other party with respect to such future performance shall continue in full force and effect as if such failure or delay had never occurred. No waiver of any term, condition or other provision of this Agreement shall be effective against a party unless acknowledged by such party in writing. XVI. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with, the laws of the State of Ohio. XVII. Entire Agreement This Agreement, including the Schedules attached hereto, constitutes the entire agreement between MeadWestvaco and Ennis Business forms with respect to the subject matter hereof and shall supersede all previous oral and written proposals, negotiations, representations, commitments and other communications between the parties with respect to the subject matter hereof. XVIII. Amendments This Agreement may not be released, discharged, altered, amended, modified or renewed except by writing signed by duly authorized representatives of the parties. Ennis Business Forms By:/s/Keith Walters Date: 8/28/02 ------------------------- ----------------------- Keith Walters Chief Executive Officer MeadWestvaco Paper Group By:/s/Thomas D. Sharritt Date: 8/28/02 ------------------------- ----------------------- Thomas D. Sharritt National Accounts Manager Exhibit A * * Two pages of confidential information omitted and filed separately with the SEC. EX-10 4 exh102.txt EXHIBIT 10 Exhibit 10.2 ENNIS BUSINESS FORMS, INC. UPS GROUND, AIR, HUNDREDWEIGHT AND SONICAIR INCENTIVE PROGRAM CARRIER AGREEMENT Ennis Business Forms, Inc. (Customer) and United Parcel Service, Inc. (UPS) have entered into the following Agreement. UPS is authorized to provide carrier service described herein. Customer agrees that the terms of this Agreement include the understanding that the Agreement is based on the distinct needs of the Customer and that UPS will be the Customer's preferred carrier of choice. Accordingly; 1) This Agreement, which incorporates terms and conditions contained in the Guide to UPS Services and Tariff in effect at the time of shipping, applies to eligible packages tendered by the Customer at all U.S. 48 states origin shipping locations as listed on Attachment A (Shipping Locations), to destinations listed in the Guide to UPS Services. Shipping Locations may be added or deleted from this Agreement only by mutual consent. 2) Customer agrees to provide UPS daily with the shipping record documentation as specified by UPS, including gross charges for packages shipped. If Customer cannot supply UPS daily with the gross package charges, charges will be based on a calculation of total volume tendered (less service offerings subject to incentive, e.g. Hundredweight) multiplied by Customer's average package charge, as determined by UPS. 3) UPS will provide the following services to Customer during the life of this Agreement: Assistance of: (bullet) Dedicated National Accounts Manager (bullet) Dedicated Customer Service telephone contact (bullet) Dedicated UPS National Account Executive(s) (bullet) Business activity reports 4) UPS reserves the right to charge the Customer a minimum of $50.00 per week in addition to any other charges due to UPS, if the Customer does not tender to UPS a minimum of fifty packages per week. This fee may not apply provided that the Customer notifies UPS of closings due to vacations and holidays. 5) The discount amounts below are contingent upon the revenue tendered to UPS by the Customer and upon the Customer maintaining its current shipping characteristics under this Agreement. # Confidential information omitted and filed separately with the Securities and Exchange Commission. Customer further agrees that discounts do not apply to Additional Charges which are defined as those additional and accessorial charges set forth in the UPS Rate Charts in effect at the time of shipping, which are subject to change at any time. 6) With respect to Commercial Ground packages, UPS agrees to grant the Customer discounts, per Attachment B, from the published UPS Commercial Ground Service Rate Chart in effect at the time of shipping, less service offerings subject to incentive, e.g. Hundredweight. The average weekly revenue stated will be inclusive of both commercial and residential revenue; however, the discount will only apply to commercial revenue. 7) With respect to UPS Ground Hundredweight packages, UPS agrees to transport such shipments as Customer may tender to UPS and to provide Customer such transportation and additional services in accordance with the rules of UPS Hundredweight Service in effect at the time of shipping. UPS agrees to transport Ground packages tendered by Customer and apply UPS Hundredweight pricing when the actual aggregate weight of all ground packages in each shipment delivered to one Consignee at one location on the same day from the same shipper is 200 pounds or more. UPS agrees to grant the Customer the following discounts from the published UPS Hundredweight Service Rate Chart in effect at the time of shipping: Tier 02 less # for shipments weighing less than, greater than, or equal to 500 pounds. Customer further agrees that no discount applies to Additional Charges. A minimum charge for a UPS Ground Hundredweight Service shipment will be the greater of either a charge based on 15 pounds per package or the UPS Hundredweight published rate minimum for applicable tier in effect at the time of shipping. 8) With respect to Air packages, UPS agrees to grant the Customer discounts, per Attachment B, from the UPS published Air Service Rates in effect at the time of shipping. 9) With respect to UPS Air Hundredweight packages, UPS agrees to transport such shipments as Customer may tender to UPS and to provide Customer such transportation and additional services in accordance with the rules of UPS Hundredweight Service in effect at the time of shipping. UPS agrees to grant the Customer the following discounts from the published UPS Hundredweight Service Rate Chart in effect at the time of shipping: UPS Next Day Air CWT: # UPS 2nd Day Air CWT: # UPS will apply Hundredweight pricing when the actual aggregate weight of all air packages in each shipment delivered to one Consignee at one location on the same day from the same shipper is 100 pounds or more. A minimum charge for a UPS Next Day Air, UPS Next Day Air Saver or UPS 2nd Day Air shipment will be based on an average weight of 10 pounds per package. The carrier will compare UPS Hundredweight Service air rates with the then effective corresponding single-package air rates. The comparison will be based on the average package weight in the shipment, and the lower rate will be charged. If the dimensional weight of a package measuring over one cubic foot exceeds the actual weight, the dimensional weight of that package will be used in the calculation of the shipment billed weight. 10) UPS agrees to provide UPS SonicAir BestFlight which is same day, rush and other shipping services ("Services") to Customer on an on-demand basis in accordance with the terms and conditions of the UPS SonicAir Waybill, including limitations of liability, all of which is incorporated herein by reference and this Agreement. In the event of a conflict between this Agreement and the Waybill, the Agreement will control. Services will be available to Customer twenty-four (24) hours a day, seven (7) days a week, and will be performed according to the description contained in the UPS SonicAir Waybill. UPS SonicAir agrees to grant Customer UPS SonicAir BestFlight rates per Attachment C for domestic air shipments tendered to UPS SonicAir BestFlight. Customer further agrees no other discounts apply to UPS SonicAir BestFlight Rates or additional charges. UPS will calculate the transportation charges for all locations once per week and will bill the Customer net after discount. Any and all claims must be presented in writing to UPS SonicAir within a reasonable time and in no event longer than ninety (90) days after a shipment is tendered to UPS SonicAir. 11) Customer agrees to comply with the letter weight restriction required under the Private Express Statute in its UPS Next Day Air Saver, UPS 2nd Day Air A.M., and UPS 2nd Day Air letters. 12) The rates, terms and conditions of this Agreement do not apply to any shipper number used for drop shipping. 13) UPS and Customer agree that the rates, terms and conditions of this Agreement may not be extended or resold to any third party without prior written consent of UPS. 14) UPS will calculate the discount for all locations once per week and will bill the Customer net after discount. The incentive applied each week will be calculated using the average weekly revenue from the previous 13 weeks, once 13 weeks have accumulated. 15) Customer agrees to supply UPS with electronic package level detail in a form acceptable to UPS. Package level detail includes, but is not limited to, consignee's full name, complete delivery address, package weight and zone, and package labeling that contains Maxicode, barcoded Zipcode and appropriate service level icon, for every package tendered to UPS. All shipping locations will be equipped with an automated UPS compatible shipping system. 16) With the exception of UPS's right to assign some or all of this Agreement to its affiliates or subsidiaries, this Agreement and the Customer's rights and obligations hereunder are not assignable or transferable. Any attempted assignment or transfer hereof without the prior written consent of UPS shall be void and without force or effect. 17) If a dispute arises out of or relates to this contract, or the breach thereof, and if said dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation administered by the American Arbitration Association under its Commercial Mediation Rules, before resorting to arbitration. If mediation is unsuccessful after thirty (30) days, any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment upon the Award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All mediation and arbitration shall be held in Atlanta, GA. 18) This Agreement will remain in effect for a period of four years from the Effective Date below unless terminated at any time by either party by written notice to the other at the address below given at least thirty (30) days prior to any termination date. 19) This Agreement, its Attachments, the Guide to UPS Services and the UPS Tariff, in effect at the time of shipping, contain all the terms and conditions agreed to by the parties and supersede any prior agreements between the parties with respect to UPS transportation services. The UPS Tariff is maintained at local UPS offices and on the Web at http://www.ups.com. 20) # 21) This contract and its provisions will be governed by and interpreted in accordance with the laws of the State of New York. 22) Except as otherwise provided herein, all notices, requests, demands or other communications required or permitted to be given or made under this Agreement shall be in writing, submitted to the parties' addresses set forth below and given by the UPS Document Exchange (service mark) service (in which case notice shall be deemed effective on the date of transmission); personal service, (in which case notice shall be deemed effective on the date it is delivered); UPS Next Day Air (registered trademark) (in which case notice shall be deemed effective one Business Day after dispatch); or United States certified mail, return receipt requested, postage prepaid, (in which case notice shall be deemed effective on the third Business Day following its placement in the mail). UPS and Customer may change, from time to time, their named respective representatives and addresses for the purpose of this section by written notice each to the other as herein provided. 23) This Agreement shall be considered withdrawn if not signed by both parties on or before April 14, 2000. (Customer) ENNIS BUSINESS FORMS, INC. By: /s/Charles F. Ray ----------------------------- (An Authorized Representative) Title: Director of Purchasing Address: 114 N. E. Main St. Ennis, Texas 75119 Date Signed: 3-29-00 (Carrier) UNITED PARCEL SERVICE, INC. By: /s/Page Ralston ----------------------------- (An Authorized Representative) Title: National Account Manager Address: 4101 McEwen #600 Dallas, TX 75244 Date Signed: 3-29-00 Effective Date: 4-10-00 ATTACHMENT A ENNIS BUSINESS FORMS, INC. List of Account Numbers
OCOMPANY_NAME PICKUP_ADDRESS1 PICKUP_CITY PICKU PICKUP_P Adams McClure AM # Adams McClure 550 RARITAN WAY DENVER CO 80204 AM # Adams McClure 1245 Inca St DENVER CO 80223 Ennis Business Forms EN # Ennis Business Forms 1510 N HAMPTON RM 300 DE SOTO TX 75115 EN # Ennis Imprint Paso Robles 298 SHERWOOD PASO ROBLES CA 93446 EN # Admore Inc 5300 LINDBERGH LN BELL CA 90201 EN # Ennis Business Forms 49 WHITEHEAD ST CHATHAM VA 24531 EN # Ennis Business Forms 4214 GREENWAY DR KNOXVILLE TN 37918 EN # Ennis Business Forms Inc 108 INDUSTRIAL PKWY MOULTRIE GA 31768 EN # Ennis Business Forms 1160 INDUSTRIAL BLVD LOUISVILLE KY 40219 EN # Ad More Inc 24707 WOOD CT MACOMB MI 48042 EN # Ennis Business Form Inc 24286 COUNTY RD 202 COSHOCTON OH 43812 EN # Ennis Business Forms P O BOX 30 DE WITT IA 52742 EN # National Repack 900 S SANTA FE DR DENVER CO 80223 EN # Ennis Business Forms 107 N SHERMAN ST ENNIS TX 75119 EN # Ennis Business Forms 49 WHITEHEAD ST BLDG 2 CHATHAM VA 24531 EN # Ennis Business Forms 2920 S RICHARDS RD FORT SCOTT KS 66701 EN # Ennis Business Forms 114 NE MAIN ENNIS TX 75119 EN # Mckool Graphics 1860 W MOCKINGBIRD DALLAS TX 75235 EN # Ennis Business Forms 106 E BAYLOR ST ENNIS TX 75119 EN # Ennis Business Forms 114 NE MAIN ST ENNIS TX 75119 EN # Ennis-texas Tag 118 W MAIN ST WOLFE CITY TX 75496 EN # Star Award Ribbon Co 114 NE MAIN ST ENNIS TX 75119 EN # Connolly Tool & Mach Co 2605 BRENNER DALLAS TX 75220 EN # American Forms Inc 3463 E COMMERCE SAN ANTONIO TX 78220 EN # Advertising Display 3939 KEARNEY ST DENVER CO 80207 EN # Apex Die & Box Co 230 YUMA DENVER CO 80223 # FMI 7280 WYNNWOOD SUITE 350 HOUSTON TX 77008 EN # Ennis Business Forms 298 SHERWOOD PASO ROBLES CA 93446 EN # Ennis Business Forms 2811 NE RIVERSIDE WAY PORTLAND OR 97211 EN # Cougar Mountain Forms 2051 NEWTON RD RM 100 FERRIS TX 75125 EN # Ennis Tag And Label HWY 34 SOUTH & CR 1009 WOLFE CITY TX 75496 EN # Ennis Business Forms National 114 NE BRECKENRIDGE ENNIS TX 75119 EN # Ennis Business Forms 114 NE MAIN ENNIS TX 75119 EN # Admore 24707 WOOD CT MACOMB MI 48042 Northstar Computer Forms NS # General Financial Supply 321 11 ST NEVADA IA 50201 NS # Amexco 7130 NORTHLAND CIR BROOKLYN PARK MN 55428 NS # Bank Form Rtn Ctr 2341 ST CROIX ST ROSEVILLE MN 55113 NS # Northstar One Box 7130 NORTHLAND CIR N BROOKLYN PARK MN 55428 NS # North Star Comp Forms 7130 NORTHLAND CIR BROOKLYN PARK MN 55428 NS # North Star Computer Wb 6580 N INDUSTRIAL DR MILWAUKEE WI 53223 NS # Northstar Financial 1234 GREY FOX RD ARDEN HILLS MN 55112 NS # Western Financial 4403 TABLE MOUNTAIN DR RM B GOLDEN CO 80403 NS # Northstar Computer Forms Inc 2341 ST CROIX ST SAINT PAUL MN 55113 NS # Northstar Computer Forms 213 DRY RIVER RD RM B BRIDGEWATER VA 22812
ATTACHMENT B ENNIS BUSINESS FORMS, INC. GROUND AND AIR DISCOUNTS # ATTACHMENT C UPS SONICAIR BESTFLIGHT DOMESTIC TRANSPORTATION RATES # # Two pages of confidential information omitted and filed separately with the Securities and Exchange Commission. ATTACHMENT D ENNIS BUSINESS FORMS, INC. List of Account Numbers Northstar's UPS accounts identified below shall be included in the agreement between United Parcel Service (Carrier) and Northstar (Account): The following accounts are eligible for incentives as specified in Attachment E. ACCOUNT NAME AND ADDRESS # # Northstar Computer Forms 7130 Northland Circle Brooklyn Park, MN 55428 *If any account is currently included in another contract for an identical product incentive, and this offer is accepted, that account will automatically be considered removed from the existing contract and the terms of that contract are amended automatically to reflect the deletion. UPS will calculate the discount for this location once per quarter and will issue a single check to the Customer representing the total discount amount. The check will be issued within 30 days after the end of each calendar quarter and forwarded to the address designated below. ATTACHMENT E ENNIS BUSINESS FORMS, INC. GROUND AND AIR DISCOUNTS UPS Air Products With respect to air packages, UPS agrees to grant the Customer the following discounts from the UPS published Air Service Rates in effect at the time of shipping: # The incentives stated above apply to account numbers specified in Attachment D. UPS Ground Commercial With respect to Commercial Ground packages, UPS agrees to grant the Customer a discount from the published UPS Commercial Ground Service Rate Chart in effect at the time of shipping, less service offerings subject to incentive, e.g. Hundredweight. The average weekly revenue stated below will be inclusive of both commercial and residential revenue; however, the discount will only apply to the commercial revenue. The discount amounts below are contingent upon the revenue tendered to UPS by the Customer and upon the Customer maintaining its current shipping characteristics under this Agreement. Customer further agrees that discounts do not apply to Additional Charges which are defined as those additional and accessorial charges set forth in the UPS Rate Charts in effect at the time of the shipping, which are subject to change at any time. # -----END PRIVACY-ENHANCED MESSAGE-----