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Document Preview Engine Supply Agreement |
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Title: |
Engine Supply Agreement |
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Entities: |
Fountain Powerboat Industries Inc.; Fountain, Reginald M. Jr.; Reginald M. Fountain, Jr.; Fountain Powerboats, Inc. |
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Date: |
2003 |
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Size: |
Preview shows 8KB of 27KB total |
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Price: |
$37 |
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ID: |
#130014 |
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ENGINE SUPPLY AGREEMENT
This Agreement, dated as of July 17, 2003, is entered into among Reginald M. Fountain, Jr. (hereinafter RMF), Fountain Powerboat Industries, Inc., a Nevada corporation (hereinafter FPII), Fountain Powerboats, Inc., a North Carolina corporation (Company), and the Mercury Marine division (hereinafter Mercury) of Brunswick Corporation, a Delaware corporation (hereinafter Brunswick).
WHEREAS, Mercury manufactures and sells Mercury and MerCruiser marine engine products;
WHEREAS, Company is a wholly-owned subsidiary of FPII;
WHEREAS, Company is a boat builder and installs Mercury and MerCruiser products in its boats for resale to the high-performance offshore boat market;
WHEREAS, RMF is a boat builder, competitive driver and motor sports celebrity in saltwater fishing and national and world championship offshore powerboat racing, and has name recognition associated with high-performance boating and powerboat racing;
WHEREAS, RMF also is President and Chief Executive Officer and a major stockholder of FPII and Company desires to have RMF provide certain services to Mercury in exchange for Mercury entering into this Agreement; and
WHEREAS, Brunswick is guaranteeing (the Guaranty) a loan (the Loan) made to Company, as contemplating by that certain Master Agreement, dated July 17, 2003, by and between Brunswick, RMF, Company and FPII.
NOW, THEREFORE, the parties have agreed as follows:
ARTICLE I
TERM; CONFIDENTIALITY
| 1.1 | The term (the Term) of this Agreement shall be from the date of this Agreement to the date that is the longer of (a) seven (7) years or (b) the end of the second model year after the year in which the complete repayment of the Loan (other than through extension or refinancing) and the extinguishment of the Guaranty occurs. |
| 1.2 | The specific terms and conditions of this Agreement are confidential and shall not be disclosed to third parties by either party except with approval of both parties, as required by law or the rules of any applicable securities exchange, court or governmental authority. Any and all Mercury, FPII or Company confidential information or material acquired by Mercury, Company or FPII and RMF during the period of this agreement is the sole property of the company of origin, and shall not be disclosed to anyone without specific written permission from the company of origin. These obligations of confidentiality shall continue beyond the termination of this Agreement. |
ARTICLE II
PURCHASE REQUIREMENTS OF COMPANY; PRODUCT MODIFICATION
| 2.1 |
During the Term of this Agreement, (a) FPII shall cause Company to, and Company shall, purchase from Mercury, and Mercury shall sell to Company, subject to availability, all of Companys requirements of outboard motors, stern drive or inboard engines, remote controls, throttle and shift cables, propellers, K-planes, and other accessories related to the foregoing (Products) except that |
(i) Company may purchase from other parties products in categories which Mercury does not manufacture, (ii) Company may purchase from other parties Products which are unavailable from Mercury due to production shortages, (iii) Company shall not be required to purchase from Mercury Products that Company also manufactures as of the date hereof, other than engines and drives and (iv) Company shall not be required to purchase from Mercury remote controls, throttle and shift cables, propellers and other accessories to the extent technically infeasible or qualitatively inadequate for the boat for which they are intended. For purposes of this Agreement, Products will be considered unavailable if Mercury is unable to provide such properly forecasted Products within 30 days of scheduled delivery thereof. If Mercury becomes aware that it will be unable to meet a scheduled delivery of Products, Mercury shall notify Company as soon as reasonably practicable that it will not be able to make such delivery. (Mercury reserves the right to allocate Products among Company and Mercurys other customers on a pro rata basis in accordance with Mercurys stated policies regarding such matters.)
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