EXHIBIT 10(l)


 


BEMIS COMPANY, INC.



4.875% Notes Due 2012



Purchase Agreement


 


March 14, 2005


Wachovia Capital Markets, LLC


J.P.
Morgan Securities Inc.

as Representatives of the several Initial Purchasers


named in Schedule I
hereto


c/o Wachovia Capital Markets, LLC


One Wachovia Center


301 South College Street


Charlotte, North
Carolina  28288


 


Ladies and
Gentlemen:




BEMIS COMPANY,
INC., a Missouri corporation (the “Company”),
proposes to issue and sell to the several purchasers named in Schedule I hereto
(the “Initial Purchasers”), for whom Wachovia
Capital Markets, LLC and J.P. Morgan Securities Inc. are acting as
Representatives (in such capacity, the “Representatives”),
$300,000,000 aggregate principal amount of its 4.875% Notes Due 2012 (the “Notes”).  The Notes
will be issued pursuant to the provisions of an Indenture (the “Indenture”) dated as of June 15, 1995 among the Company and
U.S. Bank National Association (formerly known as First Trust National
Association), as Trustee (the “Trustee”), and
certain terms of the Notes will be established pursuant to an Officers’
Certificate of the Company to be dated as of the Closing Date pursuant to, and
in accordance with, Section 301 of the Indenture (the “Officers’
Certificate”). This Agreement, the Registration Rights Agreement, to
be dated the Closing Date, between the Initial Purchasers and the Company (the “Registration Rights Agreement”), the Indenture and the
Officers’ Certificate are hereinafter collectively referred to as the “Transaction Documents” and the execution and delivery of the
Transaction Documents and the transactions contemplated herein and therein are
hereinafter referred to as the “Transactions”.


 


The Notes will be offered and sold through the Initial
Purchasers without being registered under the Securities Act of 1933, as
amended (the “Securities Act”), to qualified
institutional buyers in compliance with the exemption from registration
provided by Rule 144A under the Securities Act. The Initial Purchasers have
advised the Company that they will offer and sell the Notes purchased by them
hereunder in accordance with Section 6 hereof as soon as the Representatives
deem advisable.


 





















 


In connection with the sale of the Notes, the Company
has prepared a preliminary offering memorandum, dated March 14, 2005 (the “Preliminary Memorandum”) and a final offering memorandum,
dated the date hereof (the “Final Memorandum”
and, with the Preliminary Memorandum, each a “Memorandum”).  Each Memorandum sets forth certain
information concerning the Company, the Notes, the Transaction Documents and
the Transactions.  The Company hereby
confirms that it has authorized the use of the Preliminary Memorandum and the
Final Memorandum, and any amendment or supplement thereto, in connection with
the offer and sale of the Notes by the Initial Purchasers.  As used herein, the term “Memorandum” shall
include, except where specifically noted, in each case the documents
incorporated by reference therein. The terms “supplement”, “amendment” and “amend”
as used herein with respect to a Memorandum shall include all documents deemed
to be incorporated by reference in the Preliminary Memorandum or Final
Memorandum that are filed subsequent to the date of such Memorandum with the
Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange  Act”). The
obligations of the several Initial Purchasers under this Agreement shall be
several and not joint.


 


1.             The
Company represents and warrants to, and agrees with, each of the Initial
Purchasers that:


 


(a)           The
Preliminary Memorandum does not contain, and the Final Memorandum, in the form
used by the Initial Purchasers to confirm sales and on the Closing Date, and
any amendment or supplement thereto, does not and will not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, however, that the representations or warranties set forth in
this paragraph shall not apply to statements in or omissions from either
Memorandum made in reliance upon and in conformity with information furnished
in writing to the Company by the Initial Purchasers expressly for use therein.
The parties hereto agree and acknowledge that the Preliminary Memorandum does
not contain any pricing terms relating to the Notes. The statistical and
industry data included in each Memorandum are based on or derived from sources
that the Company believes to be reliable and accurate;


 


(b)           The
documents incorporated by reference in the Memorandum, when they were filed
with the Commission, conformed in all material respects to the requirements of
the Exchange Act and the rules and regulations of the Commission thereunder, and
none of such documents contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and any further documents so filed
and incorporated by reference in the Memorandum, when such documents are filed
with the Commission, will conform in all material respects to the requirements
of the 


 


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Exchange Act and the rules and regulations of
the Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;


 


(c)           [Reserved];


 


(d)           Neither
the Company nor any of its subsidiaries has sustained since the date of the
latest audited financial statements included or incorporated by reference in
the Memorandum any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Memorandum; and, since the
respective dates as of which information is given in the Memorandum, there has not
been any material change in the capital stock or long-term debt of the Company
or any of its subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the general
affairs, management, financial position, shareholders’ equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Memorandum;


 


(e)           The
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Final Memorandum;


 


(f)            The
Company has an authorized capitalization as set forth in the Final Memorandum,
and all of the issued shares of capital stock of the Company have been duly and
validly authorized and issued and are fully paid and non-assessable;


 


(g)           When
the Officers’ Certificate is executed and delivered on the Closing Date (as
defined in Section 2 hereof), the Notes will have been duly authorized, and,
when the Notes are issued and delivered pursuant to this Agreement on the
Closing Date, the Notes will have been duly executed, authenticated, issued and
delivered and will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture and the Registration
Rights Agreement; when the Officers’ Certificate is executed and delivered on
the Closing Date, the Exchange Notes (as defined in the Registration Rights
Agreement) will have been duly authorized and, when executed, authenticated,
issued and delivered in the manner provided for in the Registration Rights
Agreement and the Indenture, will constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the Indenture;
the Indenture 


 


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has been duly authorized, conforms in all
material respects to the requirements of the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”), applicable
to an indenture that is qualified thereunder and constitutes a valid and
legally binding instrument, enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles; and the Indenture conforms, and the Notes and the Exchange
Notes will conform, to the descriptions thereof contained in the Final
Memorandum; the Company has all requisite corporate power and authority to
execute and deliver the Officers’ Certificate and perform its obligations
thereunder; and the Officers’ Certificate has been duly authorized by the
Company and, on the Closing Date, will have been duly executed and delivered by
the Company;


 


(h)           The
issue and sale of the Notes and the compliance by the Company with all of the
provisions of this Agreement and other Transaction Documents, and the
consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company is
a party or by which the Company is bound or to which any of the property or
assets of the Company is subject, except to the extent that any such breach,
violation or default will not have a material adverse effect on the consolidated
financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries, nor will such action result in any violation of
the provisions of the Articles of Incorporation or By-laws of the Company or
any statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company or any of its properties;
and no consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for the
issue and sale of the Notes or the consummation by the Company of the
transactions contemplated by the Transaction Documents, except such consents,
approvals, authorizations, orders, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Notes by the Initial Purchasers, and except
such consents, approvals, authorizations, orders, registrations or
qualifications as may be required under Federal securities laws and state
securities or Blue Sky laws and the Trust Indenture Act with respect to the
Company’s obligations under the Registration Rights Agreement;


 


(i)            The
statements set forth in the Final Memorandum under the caption “Description of
the Notes”, insofar as it purports to constitute a summary of the terms of the
Notes, and under the captions “Exchange Offer; Registration Rights”, “Notice to
Investors” and “Plan of Distribution”, and the statements set forth in the
Company’s Annual Report on Form 10-K for 


 


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the year ended December 31, 2004 incorporated
by reference in the Final Memorandum under the caption “Item 3 - Legal
Proceedings”, in each case insofar as they purport to describe the provisions
of the laws and documents referred to therein, are accurate, complete and fair
in all material respects; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon or in conformity with information furnished in
writing to the Company by the Initial Purchasers through the Representatives
expressly for use in the Final Memorandum;


 


(j)            The
Company is not in violation of its Articles of Incorporation or By-laws and no
subsidiary of the Company is in material violation of its Certificate of
Incorporation or By-laws, and neither the Company nor any of its subsidiaries
is in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound, except to the extent that any
such default will not have a material adverse effect on the consolidated
financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries;


 


(k)           Other
than as set forth in the Memorandum, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a party
or of which any property of the Company or any of its subsidiaries is the
subject which would reasonably be expected, individually or in the aggregate,
to have a material adverse effect on the current or future consolidated
financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries; and, to the best of the Company’s knowledge, no
such proceedings are threatened or contemplated by governmental authorities or
threatened by others;


 


(l)            The
Company is not and, after giving effect to the offering and sale of the Notes
and the application of the proceeds thereof as described in the Final
Memorandum, will not be an “investment company” or an entity “controlled” by an
“investment company”, as such terms are defined in the Investment Company Act
of 1940, as amended (the “Investment Company Act”);


 


(m)          PricewaterhouseCoopers
LLP, who have certified certain financial statements of the Company and its
subsidiaries, are independent registered public accountants as required by the
Exchange Act and the rules and regulations of the Commission thereunder;


 


(n)           The
Company and its subsidiaries own, or possess adequate rights to, all material
patents, trademarks, service marks and proprietary rights or information necessary
for the conduct of their businesses as 


 


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described in the Memorandum, and the Company
has not received any notice of infringement of or conflict with the asserted
rights of others in that respect, and does not know of any basis therefor,
which, if determined adversely to the Company or any of its subsidiaries would
individually or in the aggregate have a material effect on the consolidated
financial position, shareholders’ equity or results of operations of the
Company and its subsidiaries;


 


(o)           There
has been no storage, disposal, generation, manufacture, refinement,
transportation, handling or treatment of toxic wastes, hazardous wastes or
hazardous substances by the Company or any of its subsidiaries (or, to the
knowledge of the Company, any of their predecessors in interest) at, upon or
from any of the property now or previously owned or leased by the Company or
its subsidiaries in violation of any applicable law, ordinance, rule,
regulation, order, judgment, decree or permit or which would require remedial
action under any applicable law, ordinance, rule, regulation, order, judgment,
decree or permit, except for any violation or remedial action which would not
have, or would not be reasonably likely to have, singularly or in the aggregate
with all such violations and remedial actions, a material adverse effect on the
consolidated financial position, shareholders’ equity or results of operations
of the Company and its subsidiaries; there has been no material spill,
discharge, leak, emission, injection, escape, dumping or release of any kind
onto such property or into the environment surrounding such property of any
toxic wastes, hazardous wastes or hazardous substances due to or caused by the
Company or any of its subsidiaries or with respect to which the Company or any
of its subsidiaries have knowledge, except for any such spill, discharge, leak,
emission, injection, escape, dumping or release which would not have, or would
not be reasonably likely to have, singularly or in the aggregate with all such
spills, discharges, leaks, emissions, injections, escapes, dumpings and
releases, a material adverse effect on the consolidated financial position,
shareholders’ equity or results of operations of the Company and its
subsidiaries;


 


(p)           The
only subsidiaries of the Company that are “significant subsidiaries” as defined
in Rule 1-02(v) of Regulation S-X under the Securities Act are Morgan Adhesives
Company, Curwood, Inc., Banner Packaging, Inc., and Milprint, Inc. and Dixie
Toga S.A.;


 


(q)           Each
of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc., and
Milprint, Inc. has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its incorporation,
with corporate power and authority to own its properties and conduct its
business as described in the Final Memorandum; and Dixie Toga S.A. is validly
existing as a corporation under the laws of the jurisdiction of its
incorporation; and, except as set forth in the Final 


 


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Memorandum, all of the issued and outstanding
shares of capital stock of Morgan Adhesives Company, Curwood, Inc., Banner
Packaging, Inc., and Milprint, Inc., and over 99% of the issued and outstanding
shares of common stock of Dixie Toga S.A., are owned directly by the Company
free and clear of all liens, encumbrances, equities and claims;


 


(r)            Neither
the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation
D under the Securities Act, each an “Affiliate”) has
directly, or through any agent, (i) sold, offered for sale, solicited offers to
buy or otherwise negotiated in respect of, any security (as defined in the
Securities Act) which is or will be integrated with the sale of the Notes in a
manner that would require the registration under the Securities Act of the
Notes or (ii) offered, solicited offers to buy or sold the Notes by any form of
general solicitation or general advertising (as those terms are used in
Regulation D under the Securities Act) or in any manner involving a public
offering within the meaning of Section 4(2) of the Securities Act;


 


(s)           None
of the Company or any of its Affiliates has taken, directly or indirectly, any
action designed to cause or result in, or which has constituted or which might
reasonably be expected to cause or result in, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of
the Notes;


 


(t)            The
Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the
Securities Act; the Company is in full compliance with the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act;


 


(u)           Based
on the representations and warranties of the Initial Purchasers and compliance
with the covenants by the Initial Purchasers as set forth in Section 6 of this
Agreement, it is not necessary in connection with the offer, sale and delivery
of the Notes to the Initial Purchasers in the manner contemplated by this Agreement
and disclosed in the Preliminary Memorandum and the Final Memorandum to
register the Notes under the Securities Act or to qualify the Indenture under
the Trust Indenture Act;


 


(v)           This
Agreement has been duly authorized, executed and delivered by the Company; the
Registration Rights Agreement has been duly authorized by the Company and, at
the Closing Date, will have been duly executed and delivered by the Company and
will constitute a valid and legally binding instrument, enforceable against the
Company in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors’ rights and to general equity principles and
except as the enforceability of provisions that purport to provide for
indemnification and contribution may be limited under certain circumstances by
applicable law;


 


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(w)          There
is and has been no failure on the part of the Company or any of the Company’s
directors or officers, in their capacities as such, to comply with any
provision of the Sarbanes Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith; and


 


(x)            The
Company and each of its subsidiaries maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (i) transactions are
executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences; and the Company maintains a system of “disclosure controls and
procedures” (as defined in Rules 13a-15 and 15d-15 under the Exchange Act).


 


Each certificate signed
by any officer of the Company and delivered to the Initial Purchasers or their
counsel shall be deemed to be a representation and warranty by the Company to
the Initial Purchasers as to the matters covered thereby.


 


2.             On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell $300,000,000 aggregate principal amount of Notes, and each of
the Initial Purchasers, severally and not jointly, agree to purchase from the
Company the principal amount of Notes set forth opposite the name of such
Initial Purchaser in Schedule I hereto at a purchase price equal to 99.002%
of the principal amount thereof (the “Purchase Price”).  One or more certificates in definitive form
or global form, as instructed by the Representatives, and in such denomination
or denominations and registered in such name or names as the Representatives
request upon notice to the Company not later than one full business day prior
to the Closing Date (as defined below), shall be delivered by or on behalf of
the Company to the Representatives for the respective accounts of the Initial
Purchasers, with any transfer taxes payable in connection with the transfer of
the Notes to the Initial Purchasers duly paid, against payment by or on behalf
of the Initial Purchasers of the Purchase Price therefor by wire transfer in
Federal or other funds immediately available to the account of the
Company.  Such delivery of and payment
for the Notes shall be made at the offices of Davis Polk & Wardwell (“Counsel for the Initial
Purchasers”), 450 Lexington Avenue, New York, New York at 10:00
A.M., New York City time, on March 17, 2005, or at such other place, time or
date as the Representatives and the Company may agree upon, such time and date
of delivery against payment being herein referred to as the “Closing Date”.  The Company will make such certificate or
certificates for the Notes available for examination by the Initial Purchasers
at the New York City offices of Counsel for the Initial 


 


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Purchasers not
later than 10:00 A.M., New York City time on the business day prior to the
Closing Date.


 


3.             The Company agrees
with each of the Initial Purchasers of Notes:


 


(a)           Promptly
from time to time the Company shall take such action as the Representatives may
reasonably request to qualify the Notes for offering and sale under the
securities laws of such jurisdictions as the Representatives may request and to
comply with such laws so as to permit the continuance of sales and dealings
therein in such jurisdictions for as long as may be necessary to complete the
distribution of the Notes, provided that
in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;


 


(b)           The
Company shall prepare the Final Memorandum in the form approved by the Representatives
and not amend or supplement the Final Memorandum, including by filing documents
under the Exchange Act which are incorporated by reference therein, without
first furnishing to the Representatives a copy of such proposed amendment or
supplement or filing and shall not use or file any amendment or supplement to
which the Representatives may object;


 


(c)           Prior
to 10:00 a.m., New York City time, on the business day next succeeding the date
of this Agreement and during the period referred to below, the Company shall
furnish to the Initial Purchasers and to Counsel for the Initial Purchasers
without charge, as many copies of the Final Memorandum and any amendments and
supplements thereto as they reasonably may request;


 


(d)           At
any time prior to the completion of the distribution of the Notes by the
Initial Purchasers, if any event shall have occurred or condition exists as a
result of which the Final Memorandum would include an untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend or supplement the
Final Memorandum or to file under the Exchange Act any document incorporated by
reference in the Final Memorandum, in each case to comply with applicable law,
the Company shall notify the Representatives and upon their request file such
document and prepare and furnish without charge to each Initial Purchaser and
to any dealer in securities as many copies as the Representatives may from time
to time reasonably request of the Final Memorandum as so amended or
supplemented which will correct such statement or omission or effect compliance
with applicable law;


 


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(e)           At
any time prior to the completion of the distribution of the Notes by the
Initial Purchasers, the Company will notify the Initial Purchasers of
(i) any decrease in the rating of the Notes or any other debt securities
of the Company by any nationally recognized statistical rating organization (as
defined in Rule 436(g)(2) under the Securities Act) or (ii) any
notice or public announcement given of any intended or potential decrease in
any such rating or that any such securities rating agency has under
surveillance or review, with possible negative implications, its rating of the
Notes, as soon as the Company becomes aware of any such decrease, notice or
public announcement;


 


(f)            The
Company will not, and will not permit any of its Affiliates to, resell any of
the Notes that have been acquired by any of them, other than pursuant to an
effective registration statement under the Securities Act or in accordance with
Rule 144 under the Securities Act;


 


(g)           None
of the Company or any of its Affiliates, nor any person acting on its or their
behalf (other than the Initial Purchasers or any of their respective
Affiliates, as to which no statement is made), will solicit any offer to buy or
offer to sell the Notes by means of any form of general solicitation or general
advertising (within the meaning of Regulation D under the Securities Act) or in
any manner involving a public offering within the meaning of Section 4(2) of
the Securities Act;


 


(h)           None
of the Company or any of its Affiliates, nor any person acting on its or their
behalf (other than the Initial Purchasers or any of their respective
Affiliates, as to which no statement is made), will sell, offer for sale,
solicit offers to buy or otherwise negotiate in respect of, any security (as
defined in the Securities Act) which could be integrated with the sale of the
Notes in a manner that would require registration of the Notes under the
Securities Act;


 


(i)            So
long as any of the Notes are “restricted securities” within the meaning of the
Securities Act, at any time that the Company is not then subject to Section 13
or 15(d) of the Exchange Act, the Company will provide at its expense to each
holder of the Notes and to each prospective purchaser (as designated by such
holder) of the Notes, upon the request of such holder or prospective purchaser,
any information required to be provided by Rule 144A(d)(4) under the Securities
Act;


 


(j)            During
the period beginning from the date hereof and continuing to and including the
later of (i) the termination of trading restrictions for the Notes, as notified
to the Company by the Representatives and (ii) the Closing Date, the Company
will not offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company which mature more 


 


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than one year after such Closing Date and
which are substantially similar to the Notes, without the prior written consent
of the Representatives; and


 


(k)           The
Company shall not take, directly or indirectly, any action designed to cause or
result in, or that could reasonably be expected to cause or result in,
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Notes.


 


4.             The Company covenants
and agrees with the several Initial Purchasers that the Company will pay or
cause to be paid the following: (i) the fees, disbursements and expenses of the
Company’s counsel and accountants in connection with the offering of the Notes
and all other expenses in connection with the preparation and printing of each
Memorandum and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Initial Purchasers and dealers; (ii) the
cost of printing or producing any Agreement among Initial Purchasers, this
Agreement, any Registration Rights Agreement, any Indenture, any Blue Sky and
Legal Investment Memoranda, closing documents (including any compilations
thereof) and any other documents in connection with the offering, purchase,
sale and delivery of the Notes; (iii) all expenses in connection with the
qualification of the Notes for offering and sale under state securities laws as
provided in Section 3 hereof, including the fees and disbursements of counsel
for the Initial Purchasers in connection with such qualification and in
connection with the Blue Sky and Legal Investment Surveys; (iv) any fees
charged by securities rating services for rating the Securities; (v) any fees
and disbursements of counsel for the Initial Purchasers in connection with, any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Notes; (vi) the cost of preparing the Notes; all costs
and expenses related to the transfer and delivery of the Notes to the Initial
Purchasers, including any transfer or other taxes payable thereon, (vii) the
fees and expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Notes; (viii) the cost the fees and expenses, if any, incurred in
connection with the admission of the Notes for trading in PORTAL or any
appropriate market system, and (ix) all other costs and expenses incident to
the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 7 and 10 hereof, the Initial
Purchasers will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Notes by them, and any
advertising expenses connected with any offers they may make.


 


5.             The obligations of
the Initial Purchasers shall be subject, in the discretion of the
Representatives, to the condition that all representations and warranties and
other statements of the Company in this Agreement are, at and as of the Closing
Date, true and correct, the condition that the Company shall have performed all
of its obligations hereunder theretofore to be performed, and the following
additional conditions:


 


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(a)           [Reserved].


 


(b)           Counsel
for the Initial Purchasers shall have furnished to the Representatives such
opinion or opinions dated as of the Closing Date, with respect to this
Agreement, the Indenture, the Registration Rights Agreement, the Notes, the
Final Memorandum, as well as such other related matters as the Representatives
may reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters (such counsel being entitled to rely in respect of matters concerning
Missouri, Ohio, Delaware and Wisconsin law upon opinions of local counsel
reasonably acceptable to the Representatives and attached to the opinion of
counsel to the Company furnished pursuant to Section 5(c) below);


 


(c)           (i)
The General Counsel of the Company shall have furnished to the Representatives
his written opinion dated as of the Closing Date, in form and substance reasonably
satisfactory to the Representatives, to the effect that:


 


(A)        The
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Missouri, with corporate power and
authority to own its properties and conduct its business as described in the
Final Memorandum as amended or supplemented;


 


(B)         The
Company has an authorized capitalization as set forth in the Final Memorandum
as amended or supplemented and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid and
non-assessable;


 


(C)         Each
of Morgan Adhesives Company, Curwood, Inc., Banner Packaging, Inc. and
Milprint, Inc. has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own its properties and
conduct its business as described in the Final Memorandum; and Dixie Toga S.A.
is validly existing as a corporation under the laws of the jurisdiction of its
incorporation; and, except as set forth in the Final Memorandum, all of the
issued and outstanding shares of capital stock of Morgan Adhesives Company,
Curwood, Inc., Banner Packaging, Inc. and Milprint, Inc., and over 99% of the
issued and outstanding shares of


 


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common stock of Dixie Toga S.A., are owned
directly by the Company free and clear of all liens, encumbrances, equities and
claims;


 


(D)         To
the best of such counsel’s knowledge and other than as set forth in the Final
Memorandum, there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject which would reasonably be
expected, individually or in the aggregate, to have a material adverse effect
on the current or future consolidated financial position, shareholders’ equity
or results of operations of the Company and its subsidiaries; and, to the best
of such counsel’s knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others;


 


(E)         The
issue and sale of the Notes and the compliance by the Company with all of the
provisions of this Agreement and the other Transaction Documents and the
consummation of the transactions herein and therein contemplated will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known to such counsel to
which the Company is a party or by which the Company is bound or to which any
of the property or assets of the Company is subject, except to the extent that
any such breach, violation or default will not have a material adverse effect
on the consolidated financial position, shareholders’ equity or results of
operations of the Company and its subsidiaries, nor will such actions result in
any violation of the provisions of the Articles of Incorporation or By-laws of
the Company or any statute or any order, rule or regulation known to such
counsel of any court or governmental agency or body having jurisdiction over
the Company or any of its properties;


 


(F)         The
Company is not in violation of its Articles of Incorporation or By-laws and no
subsidiary of the Company is in material violation of its Certificate of
Incorporation or By-laws, and neither the Company nor any of its subsidiaries
is in default in the performance or observance of any obligation, agreement,
covenant or 


 


13





















 


condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be bound,
except to the extent that any such default will not have a material adverse
effect on the consolidated financial position, shareholders’ equity or results
of operations of the Company and its subsidiaries;


 


(G)         The
statements set forth in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2004 incorporated by reference in the Final Memorandum under
the caption “Item 3 – Legal Proceedings”, insofar as they purport to describe
the provisions of the laws and documents referred to therein, are accurate,
complete and fair in all material respects;


 


(H)         Such
counsel has no reason to believe that the documents incorporated by reference
in the Final Memorandum as amended or supplemented (other than the financial
statements and other financial data and related schedules therein, as to which
such counsel need express no opinion), when they were filed with the Commission
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were so filed, not
misleading; and


 


(I)          Although
such counsel does not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Final Memorandum, except for
those referred to in the opinion in paragraph (G) of this Section 5(c)(i), he
has no reason to believe that, as of its date, the Final Memorandum (other than
the financial statements and other financial data and related schedules
therein, as to which such counsel need express no opinion) contained an untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading or that, as of the Closing Date, the Final Memorandum
(other than the financial statements and other financial data and related
schedules therein, as to which such counsel need express no opinion) contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in


 


14





















 


the light of the circumstances under which they
were made, not misleading and he does not know of any required amendment or any
contracts or other documents of a character required to be incorporated by
reference into the Final Memorandum or required to be described in the Final
Memorandum which are not incorporated by reference or described as required;


 


(such counsel being entitled to rely in respect of matters concerning
Missouri, Ohio, Delaware and Wisconsin law upon opinions of local counsel
reasonably acceptable to the Representatives and attached to such counsel’s
opinion);


 


(ii)       Counsel
for the Company satisfactory to the Representatives shall have furnished to the
Representatives their written opinion dated as of the Closing Date, in form and
substance reasonably satisfactory to the Representatives, to the effect that:


 


(A)        This
Agreement has been duly authorized, executed and delivered by the Company; the
Registration Rights Agreement has been duly authorized, executed and delivered
by the Company and constitutes a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles and except as the enforceability of provisions that purport
to provide for indemnification and contribution may be limited under certain
circumstances by applicable law;


 


(B)         The
Notes have been duly authorized, executed, authenticated, issued and delivered
and constitute valid and legally binding obligations of the Company entitled to
the benefits provided by the Indenture and the Registration Rights Agreement;
the Exchange Notes have been duly authorized by the Company and, when executed and
authenticated in accordance with the provisions of the Indenture and
Registration Rights Agreement and delivered to the noteholders in exchange for
the Notes in accordance with the terms of the Registration Rights Agreement,
will be valid and legally binding obligations of the Company 


 


15





















 


entitled to the benefits of the Indenture;
and the Notes, the Exchange Notes and the Indenture conform to the descriptions
thereof in the Final Memorandum;


 


(C)         The
Indenture has been duly authorized, executed and delivered by the parties
thereto and constitutes a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors’ rights and to general equity principles; and the
Indenture conforms in all material respects to the requirements of the Trust
Indenture Act applicable to an indenture that is qualified thereunder;


 


(D)         No
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue
and sale of the Notes or the consummation by the Company of the transactions
contemplated by this Agreement or the other Transaction Documents, except such
consents, approvals, authorizations, orders, registrations or qualifications as
may be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Notes by the Initial Purchasers, and except
such consents, approvals, authorizations, orders, registrations or
qualifications as may be required under Federal securities laws and state
securities or Blue Sky laws and the Trust Indenture Act with respect to the
Company’s obligations under the Registration Rights Agreement;


 


(E)         The
statements set forth in the Final Memorandum under the caption “Description of
the Notes” insofar as they purport to constitute a summary of the terms of the
Notes, and under the captions “Exchange Offer; Registration Rights”, “Notice to
Investors” and “Plan of Distribution”, insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate,
complete and fair in all material respects; provided, however,
that this opinion shall not apply to any statements or omissions made in
reliance upon or in conformity with information furnished in writing to the
Company by the Initial Purchasers through the Representatives expressly for use
in the Final Memorandum; the statements in the Final Memorandum


 


16





















 


under the caption “Material United States
Federal Income Tax Consequences”, insofar as such statements constitute a
summary of the United States federal tax laws referred to therein, are accurate
and fairly summarize in all material respects the United States federal tax
laws referred to therein;


 


(F)         The
Company is not, and, after giving effect to the offering and sale of the Notes
and the application of the proceeds thereof as described in the Final
Memorandum, will not be an “investment company” or an entity “controlled” by an
“investment company”, as such terms are defined in the Investment Company Act;


 


(G)         The
documents incorporated by reference in the Final Memorandum (other than the
financial statements and other financial data and related schedules therein, as
to which such counsel need express no opinion), when they were filed with the
Commission complied as to form in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission thereunder;
and they have no reason to believe that any of such documents (other than the
financial statements and other financial data and related schedules therein, as
to which such counsel need express no opinion), when they were so filed
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were so filed, not
misleading;


 


(H)         Based
upon the representations, warranties, and assuming full compliance with the
agreements (i) of the Company in Sections 1(r), 1(s), 1(t), 1(u), 1(w), 3(g),
3(h) and 3(i) of this Agreement and (ii) of the Initial Purchasers in Section 6
of this Agreement, it is not necessary in connection with the offer, sale and
delivery of the Notes to the Initial Purchasers under this Agreement or in
connection with the initial resale of such Notes by the Initial Purchasers in
accordance with this Agreement to register the Notes under the Securities Act
or to qualify the Indenture under the Trust Indenture Act, it being understood
that no opinion is expressed as to any subsequent resale of any Notes;


 


17





















 


(I)          Although
they do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Final Memorandum, except for those
referred to in the opinion in paragraph (E) of this Section 5(c)(ii), they have
no reason to believe that, as of its date, the Final Memorandum (other than the
financial statements and other financial data and related schedules therein, as
to which such counsel need express no opinion) contained an untrue statement of
a material fact or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading or that, as of the Closing Date, the Final Memorandum
(other than the financial statements and other financial data and related
schedules therein, as to which such counsel need express no opinion) contains
an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and they do not know of any
required amendment or any contracts or other documents of a character required
to be incorporated by reference into the Final Memorandum or required to be
described in the Final Memorandum which are not incorporated by reference or
described as required;


 


(such counsel being entitled to rely in
respect of matters concerning Missouri, Ohio, Delaware and Wisconsin law upon
opinions of local counsel reasonably acceptable to the Representatives and
attached to such counsel’s opinion);


 


(d)           On
the date of the Final Memorandum at a time prior to the execution of this
Agreement and at the Closing Date, PricewaterhouseCoopers LLP shall have
furnished to the Representatives letters containing the information and
statements of the type ordinarily included in “comfort letters” to initial
purchasers, and as to such other matters as the Representatives may reasonably
request, in form and substance satisfactory to the Representatives;


 


(e)           (i)
Neither the Company nor any of its subsidiaries shall have sustained since the
date of the latest audited financial statements included or incorporated by
reference in the Final Memorandum any loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth or contemplated in the Final Memorandum,
and (ii) since the respective dates


 


18





















 


as of which information is given in the Final
Memorandum there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting the general
affairs, management, financial position, shareholders’ equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth or
contemplated in the Final Memorandum, the effect of which, in any such case
described in Clause (i) or (ii), is in the judgment of the Representatives so
material and adverse as to make it impracticable or inadvisable to proceed with
the public offering or the delivery of the Notes on the terms and in the manner
contemplated in the Final Memorandum;


 


(f)            The
Notes shall have received initial ratings of not less than “A” by Standard
& Poor’s and “Baa1” by Moody’s. On or after the date of this Agreement(i)
no downgrading shall have occurred in the rating accorded the Notes or Company’s
other debt securities or preferred stock by any “nationally recognized
statistical rating organization”, as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of the Notes or any of
the Company’s other debt securities or preferred stock;


 


(g)           On
or after the date of this Agreement there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company’s securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York or Minnesota State authorities; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, or any change
in financial markets or any calamity or crisis, if the effect of any such event
specified in this Clause (iv) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Notes on the terms and in the manner contemplated in the
Memorandum;


 


(h)           The
Company shall have furnished or caused to be furnished to the Representatives
at the Closing Date a certificate or certificates of officers of the Company
satisfactory to the Representatives as to the accuracy of the representations
and warranties of the Company herein at and as of such Closing Date, as to the
performance by the Company of all of its obligations hereunder to be performed
at or prior to such Closing Date, as to the matters set forth in subsections
(e) and (f) of this Section and as to such other matters as the Representatives
may reasonably request; and


 


19





















 


(i)            The
Company shall have complied with the provisions of Section 3(c) hereof with
respect to the furnishing of copies of Final Memorandum on the business day
next succeeding the date of this Agreement.


 


6.             Each of the Initial
Purchasers, severally and not jointly, represents and warrants to and agrees
with the Company that:


 


(a)           It
is a qualified institutional buyer as defined in Rule 144A under the Securities
Act (a “QIB”);


 


(b)           It
will solicit offers for the Notes only from, and will offer the Notes only to,
persons that it reasonably believes to be QIBs; and


 


(c)           It
will not offer or sell the Notes using any form of general solicitation or
general advertising (within the meaning of Regulation D) or in any manner
involving a public offering within the meaning of Section 4(2) under the
Securities Act.


 


7.             (a) The Company will
indemnify and hold harmless each Initial Purchaser, its affiliates, directors
and officers and each person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any
Initial Purchaser against any losses, claims, damages or liabilities, joint or
several, to which such Initial Purchaser or such other person may become
subject, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Memorandum or
the Final Memorandum or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading, and will reimburse each
Initial Purchaser and each such other person for any legal or other expenses
reasonably incurred by such Initial Purchaser or such other person in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Memorandum, the Final Memorandum or any amendment or supplement
thereto, in reliance upon and in conformity with written information furnished
to the Company by such Initial Purchaser through the Representatives expressly
for use therein.


 


(b)           Each
Initial Purchaser, severally and not jointly, will indemnify and hold harmless
the Company and its affiliates, directors, officers, and each person, if any,
who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange 


 


20





















 


Act against any losses, claims, damages or
liabilities to which the Company or such other person may become subject,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Memorandum or the
Final Memorandum or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary Memorandum or the
Final Memorandum or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company by such Initial
Purchaser through the Representatives expressly for use therein and, subject to
the limitation set forth immediately preceding this clause, will reimburse the
Company or such other person for any legal or other expenses reasonably
incurred by the Company or such other person in connection with investigating
or defending any such action or claim as such expenses are incurred.


 


(c)           Promptly
after receipt by an indemnified party under subsection 7(a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under
such subsection, notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under such subsection.  In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation, unless (i)
the indemnifying and the indemnified party shall have mutually agreed to the
contrary, (ii) the indemnifying party has failed within a reasonable time to
retain counsel reasonably satisfactory to the indemnified party or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and the 


 


21





















 


indemnified party shall have reasonably
concluded that representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all indemnified parties, and that all such fees and expenses shall
be reimbursed as they are incurred.  Any such
separate firm for the Initial Purchasers and their respective affiliates,
directors and officers and control persons shall be designated in writing by
the Representatives and any such separate firm for the Company, its affiliates,
directors, officers, and control persons shall be designated in writing by the
Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify any indemnified party from and against any loss or
liability by reason of such settlement or judgment.  No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party.


 


(d)           If
the indemnification provided for in this Section 7 is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Initial Purchasers on the other from the
offering of the Notes. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and the Initial Purchasers on the other in connection with the statements or
omissions or alleged statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other 


 


22





















 


relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Initial
Purchasers on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Notes (before deducting expenses)
received by the Company bear to the total discounts and commissions received by
the Initial Purchasers from the Company in connection with the purchase of the
Notes hereunder as set forth in the Final Memorandum.  The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the one
hand or the Initial Purchasers on the other and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The Company and
the Initial Purchasers agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Initial Purchasers were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Notes resold by it in the initial placement of such
Notes were offered to investors exceeds the amount of any damages that such
Initial Purchaser has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
The obligations of the Initial Purchasers in this subsection (d) to
contribute are several in proportion to their respective obligations to
purchase Notes as set forth on Schedule I hereto and not joint.  For purposes of this paragraph (d), each
affiliate, director or officer of any Initial Purchaser and each person, if
any, who controls any Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, shall have the same rights to
contribution as such Initial Purchaser, and each affiliate, director or officer
of the Company and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
shall have the same rights to contribution as the Company.


 


(e)           The
obligations of the Company under this Section 7 shall be in addition to any
obligations or liabilities which the Company may 


 


23





















 


otherwise have and the obligations of the
respective Initial Purchasers under this Section 7 shall be in addition to any
obligations or liabilities which the Initial Purchasers may otherwise have.


 


8.             (a) If any Initial
Purchaser shall default in its obligation to purchase the Notes which it has
agreed to purchase under this Agreement, the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such Notes
on the terms contained herein. If within thirty-six hours after such default by
any Initial Purchaser the Representatives do not arrange for the purchase of
such Notes, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to the Representatives to purchase the Notes on such terms. In the
event that, within the respective prescribed period, the Representatives notify
the Company that they have so arranged for the purchase of such Notes, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Notes, the Representatives or the Company shall have the right to
postpone the Closing Date for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Memorandum, or in
any other documents or arrangements, and the Company agrees to prepare promptly
any amendments or supplements to the Memorandum which in the opinion of the
Representatives may thereby be made necessary. The term “Initial Purchaser” as
used in this Agreement shall include any person substituted under this Section
with like effect as if such person had originally been a party to this
Agreement.


 


(b)           If,
after giving effect to any arrangements for the purchase of the Notes of a
defaulting Initial Purchaser or Initial Purchasers by the Representatives and
the Company as provided in subsection (a) above, the aggregate principal amount
of the Notes which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of the Notes, then the Company shall have the right
to require each non-defaulting Initial Purchaser to purchase the principal
amount of Notes which such Initial Purchaser agreed to purchase under this
Agreement and, in addition, to require each non-defaulting Initial Purchaser to
purchase its pro rata share (based on the principal amount of Notes which such
Initial Purchaser agreed to purchase under this Agreement) of the Notes of such
defaulting Initial Purchaser or Initial Purchasers for which such arrangements
have not been made; but nothing herein shall relieve a defaulting Initial
Purchaser from liability for its default.


 


(c)           If,
after giving effect to any arrangements for the purchase of the Notes of a
defaulting Initial Purchaser or Initial Purchasers by the Representatives and
the Company as provided in subsection (a) above, the aggregate principal amount
of the Notes which remains unpurchased exceeds one-eleventh of the aggregate
principal amount of the Notes, as referred to in subsection (b) above, or if
the Company shall not exercise the right described in subsection (b) above to
require non-defaulting Initial 


 


24





















 


Purchasers to purchase Notes of a defaulting
Initial Purchaser or Initial Purchasers, then this Agreement shall thereupon
terminate without liability on the part of any non-defaulting Initial Purchaser
or the Company, except for the expenses to be borne by the Company and the
Initial Purchasers as provided in Section 4 hereof and the indemnity and
contribution agreements in Section 7 hereof; but nothing herein shall relieve a
defaulting Initial Purchaser from liability for its default.


 


9.             The respective
indemnities, agreements, representations, warranties and other statements of
the Company and the several Initial Purchasers, as set forth in this Agreement
or made by or on behalf of them, respectively, pursuant to this Agreement,
shall remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Initial
Purchaser or any controlling person of any Initial Purchaser, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Notes.


 


10.           If this Agreement shall
be terminated pursuant to Section 8 hereof, the Company shall not then be under
any liability to any Initial Purchaser with respect to the Notes except as
provided in Sections 4 and 7 hereof; but, if for any other reason the Notes are
not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Initial Purchasers through the Representatives for all
out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the Initial
Purchasers in making preparations for the purchase, sale and delivery of the
Notes, but the Company shall then be under no further liability to any Initial
Purchaser with respect to the Notes except as provided in Sections 4 and 7
hereof.


 


11.           In all dealings
hereunder, the Representatives shall act on behalf of each of the Initial Purchasers,
and the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Initial Purchaser made or given
by such Representatives. Notwithstanding the foregoing, the obligations of the
Initial Purchasers hereunder shall be several and not joint. All statements,
requests, notices and agreements hereunder shall be in writing, and shall be
delivered or sent by mail, Fed-ex or facsimile transmission,


 


if to the Initial Purchasers:


 


Wachovia Capital Markets,
LLC


One Wachovia Center,


301 South College Street,


Charlotte, North Carolina
28288-0604


Attention: High Grade
Syndicate Desk


Facsimile: 704-383-9165


 


25





















 


and


 


J.P. Morgan Securities
Inc.


270 Park Avenue


New York, New York 10017


Attention: High Grade
Syndicate Desk


Facsimile: 212-834-6081


 


with a copy to


 


Davis Polk & Wardwell


450 Lexington Avenue


New York, New York 10017


Attention:  Charles S. Whitman


Facsimile: 212-450-3800


 


and if to the Company:


 


Bemis Company, Inc.


222 South Ninth Street


Minneapolis, MN 55402


Attention: Melanie E.R.
Miller


Facsimile: 612-376-3150


 


with a copy to;


 


Faegre & Benson LLP


2200 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN
55402-3901


Attention: James E.
Nicholson


Facsimile: 612-766-1600


 


provided, however, that any
notice to an Initial Purchaser pursuant to Section 7(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such Initial
Purchaser at its address; which will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.


 


12.           This Agreement shall be
binding upon, and inure solely to the benefit of, the Initial Purchasers, the
Company and, to the extent provided in Sections 7 and 9 hereof, the affiliates,
officers and directors of each Initial Purchaser and the Company and each
person who controls the Company or any Initial Purchaser, and their respective
heirs, executors, administrators, successors and assigns, and no other person
shall acquire or have any right under or by virtue 


 


26





















 


of this
Agreement. No purchaser of any of the Notes from any Initial Purchaser shall be
deemed a successor or assign by reason merely of such purchase.


 


13.           Time shall be of the
essence.  As used herein, “business day”
shall mean any day when the Commission’s office in Washington, D.C. is open for
business.


 


14.           This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


15.           This Agreement may be
executed by the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such respective counterparts shall
together constitute one and the same instrument.


 


16.           The following
statements set forth under the heading “Plan of Distribution” in the
Preliminary Memorandum and the Final Memorandum constitute the only information
furnished by the Initial Purchasers to the Company for the purposes of Sections
1(a), 1(i), 5(c) and 7 hereof:


 


(a)           The
names and corresponding principal amount of Notes set forth in the table of
Initial Purchasers; and


 


(b)           The
sixth (concerning stabilizing transactions by the Initial Purchasers), seventh
(to the extent relates to the Initial Purchasers) and eighth (concerning use of
MarketAxess Corporation by certain Initial Purchasers) paragraphs of text
following the table.


 


27





















 


If the foregoing is in accordance with your
understanding, please sign and return to us six counterparts hereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BEMIS COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Accepted as
  of the date hereof:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WACHOVIA CAPITAL MARKETS, LLC

  	
   

  
	
  J.P. MORGAN
  SECURITIES INC.

  	
   

  
	
  Acting
  severally on behalf of themselves

  	
   

  
	
  and the several Initial Purchasers named

  	
   

  
	
  in Schedule I
  hereto

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WACHOVIA CAPITAL MARKETS, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  J.P. MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


SCHEDULE I


 


	
  Initial
  Purchasers

  	
   

  	
  Principal

  Amount of

  Notes to

  be Purchased

  	
   

  
	
  Wachovia Capital Markets, LLC

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  J.P. Morgan Securities Inc.

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  BNP Paribas Securities Corp.

  	
   

  	
  $

  	
  10,714,286

  	
   

  
	
  Daiwa Securities SMBC Europe Limited

  	
   

  	
  $

  	
  10,714,286

  	
   

  
	
  Greenwich Capital Markets, Inc.

  	
   

  	
  $

  	
  10,714,286

  	
   

  
	
  ING Financial Markets LLC

  	
   

  	
  $

  	
  10,714,286

  	
   

  
	
  Piper Jaffray & Co.

  	
   

  	
  $

  	
  10,714,286

  	
   

  
	
  Wells Fargo Securities, LLC

  	
   

  	
  $

  	
  10,714,286

  	
   

  
	
  Goldman, Sachs & Co. .

  	
   

  	
  $

  	
  10,714,284

  	
   

  
	
  Total

  	
   

  	
  $

  	
  300,000,000

  	
   

  



 


S I-1