EXHIBIT 10.8
SUPPLY AGREEMENT
This SUPPLY AGREEMENT is made and entered into as of October 1, 1999 by and
between Xxxxx Industries, Inc., a Delaware corporation ("Xxxxx") and CIRCOR
International, Inc., a Delaware corporation ("Circor").
W I T N E S S E T H:
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WHEREAS, pursuant to a Distribution Agreement dated as of October 1, 1999,
by and between Circor and Xxxxx (the "Distribution Agreement"), Xxxxx will spin
off to its stockholders all of the Common Stock of Circor (the "Distribution");
and
WHEREAS, following the Distribution, Circor will operate all of the
industrial, oil and gas product lines previously operated by Xxxxx; and
WHEREAS, in connection with the Distribution, and in accordance with the
Internal Revenue Service Private Letter Ruling, dated September 13, 1999,
delivered to Xxxxx, Xxxxx has agreed to supply certain of its products to Circor
for a limited period of time;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. TERM
The term of this Agreement shall commence on the date hereof and shall
end on the earlier of (i) the written consent of the parties or (ii) the first
anniversary of the date of the Distribution.
2. SUPPLY; PRICING; PAYMENT TERMS
Subject to the terms and conditions provided below, Xxxxx shall
manufacture, supply and sell to Circor, and Circor shall purchase from Xxxxx,
the products specified on Exhibit A attached hereto at the prices specified
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therein, in such quantities as Circor may from time to time request. Delivery
of and payment for all products hereunder shall be made in accordance with
Xxxxx' standard practice as in effect from time to time.
3. MISCELLANEOUS
(a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties. Waivers and consents with respect
to this
Agreement shall be in writing and each shall be effective only in the specific
instance and for the specific purpose for which it is given.
(b) This Agreement shall bind and inure to the benefit of the parties
and their respective successors and permitted assigns. Rights and obligations
arising from this Agreement shall not be assignable by either party without the
prior written consent of the other party; provided, however, that either party
may, without the consent of the other, assign its rights and obligations
hereunder to any direct or indirect wholly-owned subsidiary of such party.
(c) This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which, when taken together, shall
constitute one and the same instrument.
(d) This Agreement shall be governed by the laws of the Commonwealth
of Massachusetts (with the exception of the provisions relating to conflict of
laws).
[END OF TEXT]
IN WITNESS WHEREOF the parties hereto have executed this Supply Agreement
as of the day and year first written above.
XXXXX INDUSTRIES, INC. CIRCOR INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx Xxxxx X. Xxxxx, Xx.
Chairman and Chief Executive Officer President and
Chief Executive Officer
EXHIBIT A
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Xxxxx Supplied Products
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