exhibit101.htm


    Exhibit
10.1

     

    
 

    MATERIAL
NOTED WITH [*  *] IS CONFIDENTIAL AND HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT, AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION

    


    FIRST
AGREEMENT TO AMEND

    


    TO

    


    AGREEMENT

    BY
AND BETWEEN

    WEST
PHARMACEUTICAL SERVICES, INC.

    AND

    THE
GOODYEAR TIRE & RUBBER COMPANY

    


    


    


    


    THIS FIRST AGREEMENT TO AMEND
(the "Amendment") is by and between THE GOODYEAR TIRE & RUBBER COMPANY, an
Ohio corporation with offices in Akron, Ohio (hereinafter called "SELLER") and
WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania Corporation with offices in
Lionville, Pennsylvania, (hereinafter called "BUYER").

    


    WHEREAS, SELLER and BUYER are
party to that certain AGREEMENT BY AND BETWEEN WEST PHARMACEUTICAL SERVICES,
INC. AND THE GOODYEAR TIRE & RUBBER COMPANY dated January 1, 2005, and fully
executed June 9, 2005 for the purchase of synthetic rubber (the
“Agreement”),

    


    WHEREAS, SELLER and BUYER
desire to amend the Agreement as set forth below; and

    


    NOW, THEREFORE, the parties
hereto agree as follows:

    


    (1)           Section
3 BASE PRICE of the Agreement shall be deleted in its entirety and the following
substituted therefor:

    


    “The
prices for the Products sold to BUYER during the Term are as follows, subject to
adjustment pursuant to Section 4, below:

    


    Natsyn®
[*  *]  synthetic polyisoprene
rubber                                                                                                [*  *]
/lb

    Natsyn®
[*  *]  synthetic polyisoprene
rubber                                                                                                [*  *]
/lb

    Natsyn®
[*  *]  synthetic polyisoprene
rubber                                                                                                [*  *]
/lb

    Natsyn®
[*  *]  synthetic polyisoprene
rubber                                                                                                [*  *]
/lb

    Plioflex®
[*  *] emulsion styrene-butadiene
rubber                                                                                         [*  *]
/lb

    


    In the
event that West qualifies Natsyn® [*  *], the price for Natsyn®
[*  *] shall be reduced to [*  *]
/lb.

     

    
 

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Notwithstanding
anything to the contrary in this Agreement, if, at any time during the Term,
SELLER offers to sell any or all of the Products to a competitor of BUYER at a
price, adjusted for freight, which is more favorable than is provided herein,
then SELLER will offer the same price to BUYER for the remainder of the Term;
provided, that the foregoing shall not apply to written agreements in force as
of the date of this Agreement.”

    


    (2)           Section
4 COST OF ENERGY AND RAW MATERIAL SURCHARGE of the Agreement shall be deleted in
its entirety and the following substituted therefor:

    


    “The
price of all Products will be subject to [*  *] adjustments based on
the cost of energy calculated on the first business day of the [*  *],
beginning in January of 2005, as follows:

    


    The price
of all Products during a [*  *] will be increased by [*  *]
for every [*  *] the cost of [*  *] increases over the
benchmark of level of [*  *].  On the first day of
[*  *], the current cost for [*  *] will be assessed based
on the [*  *] price for the prior [*  *]
months.  The “last day settle” is the third to last business day of
the month.  For example, on the first business day in January 2005,
the [*  *] will be added together and then divided by
[*  *].  If the total is more than [*  *] over
[*  *] than a [*  *] surcharge per pound of Product will be
added for each [*  *] increment.

    


    The
following chart is provided for illustrative purposes and is not intended to
suggest a limitation on the price of [*  *] or the
surcharge:

    


    


    
      
        
          	
                  Price of
      [*  *] per
      [*  *]

                	
                  Surcharge
      per Product Pound

                
	 
      	 
      
	
                  [*  *]
      to [*  *]

                	
                  [*  *]

                
	
                  [*  *]
      to [*  *]

                	
                  [*  *]

                
	
                  [*  *]
      to [*  *]

                	
                  [*  *]

                
	
                  [*  *]
      to [*  *]

                	
                  [*  *]

                


        

      

    

    


    The price
of Natsyn Products will be subject to [*  *] adjustments for increased
raw material costs on the first business day of each [*  *], beginning
in January of 2005, as follows:

    


    The price
of Natsyn Products will be increased by [*  *] for every
[*  *] the cost of [*  *], based on the [*  *]
price, exceeds the Benchmark Cost of [*  *].  The current
price of

    [*  *]
shall be determined each [*  *] by using the trailing
[*  *]-month average [*  *] price.  The parties
hereto agree that the Benchmark Cost of [*  *]  is
[*  *].

    


    The
following chart is provided for illustrative purposes and is not intended to
suggest a limitation on the price of [* *] or the surcharge:”

    


    
      
        	
                Price of
      [*  *]

              	
                Surcharge
      per Product Pound

              
	 
      	 
      
	
                [*  *]
      to [*  *]

              	
                [*  *]

              
	
                [*  *]
      to [*  *]

              	
                [*  *]

              
	
                [*  *]
      to [*  *]

              	
                [*  *]

              
	
                [*  *]
      to [*  *]

              	
                [*  *]

              


      

    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    
      	
              (3)

            	
              This
      Amendment shall be effective as of July 1, 2008 and neither party shall be
      entitled to exercise its right to issue notice of the unilateral
      termination of this Agreement for that party's convenience prior to
      December 31, 2010.

            


    

    


    
      	
              (4)

            	
              This
      Amendment contains the entire agreement of the parties with respect to
      changes to the Agreement, and there are no oral understandings,
      representations or warranties affecting
it.

            


    

    


    
      	
              (5)

            	
              Except
      as expressly modified by this Amendment, the terms and conditions of
      the  Agreement shall remain unchanged.  The Agreement,
      as modified by this Amendment, remains in full force and
      effect.

            


    

    


    


    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their duly
authorized representatives as of the dates shown below.

    


    


    THE
GOODYEAR TIRE & RUBBER COMPANY

    


    


    By:    /s/ Richard J.
Kramer

    Name:   Richard J.
Kramer

    Title:         President,
NAT

    Date:         March 3,
2009

    Attest:      B. Bell, Assistant
Secretary

    


    


    WEST
PHARMACEUTICAL SERVICES, INC

    


    


    By:    /s/ Matthew T.
Mullarkey

    Name:       Matthew T.
Mullarkey

    Title:         Chief Operating
Officer

    Date:         October 24,
2008


    
      
         


      

      
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