EXHIBIT 10.8
SUPPLY AGREEMENT
This SUPPLY AGREEMENT is made and entered into as of September __, 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 September 16,
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 (the
"Business"); and
WHEREAS, in connection with the Distribution, 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) April 4, 2001.
2. SUPPLY; PRICING; PAYMENT TERMS
(a) 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
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.
(b) Subject to the terms and conditions provided below, Circor shall
manufacture, supply and sell to Xxxxx, and Xxxxx shall purchase from Circor, the
products specified on Exhibit B attached hereto at the prices specified therein,
in such quantities as Xxxxx may from time to time request. Delivery of and
payment for all products hereunder shall be made in accordance with Circor's
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:________________________ By:_________________________
Name: Name:
Title: Title:
EXHIBIT A
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Xxxxx Supplied Products
EXHIBIT B
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Circor Supplied Products
