Exhibit 10.11
OEM SUPPLY AGREEMENT
This OEM SUPPLY AGREEMENT (this "Agreement") is made May 16, 2003 between GREEN
LIGHT ACQUISITION COMPANY ("Customer"), and MYERS POWER PRODUCTS, INC.
("Supplier").
Customer and Supplier are each referred to herein as a "Party".
R E C I T A L S
A.
Customer has entered into an Asset Purchase Agreement bearing the
date hereof (the "Asset Purchase Agreement"), between Customer, as Purchaser,
and U.S. Traffic Corporation ("UST") and Myers/Nuart Electrical Products, Inc.
Supplier is a wholly owned subsidiary of UST;
B.
Pursuant to the Asset Purchase Agreement, Customer has purchased
substantially all of the assets of the Business, as such term is defined in the
Asset Purchase Agreement (the "Business");
C.
Customer wishes to retain Supplier to manufacture certain
Products, as defined herein, which are sold in the conduct of the Business;
D.
The Parties have agreed that Supplier will manufacture Products
for Customer on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual promises made
herein, the Parties agree as follows:
1.
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS
HAVE THE SPECIFIED MEANING.
A.
"CABINETS" SHALL MEAN METAL BATTERY CABINETS, SERVICE PEDESTAL
CABINETS AND UPS CABINETS, INTO WHICH MODULES ARE INSTALLED OR WITH WHICH THEY
ARE USED.
B.
"CABINET PRICES" SHALL MEAN THE RESPECTIVE UNIT PRICES FOR
CABINETS WHICH ARE CHARGED BY SUPPLIER TO CUSTOMER FROM TIME TO TIME.
C.
"COST" MEANS, WITH RESPECT TO PRODUCTS, (I) IF IMPORTED BY
SUPPLIER, THE PURCHASE PRICE PAYABLE TO THE OVERSEAS SUPPLIER, NOT TO EXCEED
$420 FOR THE MODEL PBM-1250 AND $445 FOR THE MODEL PBM-2000, RESPECTIVELY, OR
(II) IF MANUFACTURED BY SUPPLIER, ITS FULLY ALLOCATED COST, NOT TO EXCEED THE
PRICES PAYABLE TO OVERSEAS SUPPLIERS, IN EACH CASE PLUS FREIGHT AND DUTIES, IF
ANY.
EACH OF THE "NOT TO EXCEED" AMOUNTS SET FORTH IN THIS PARAGRAPH A SHALL BE
INCREASED (BUT NOT DECREASED) ANNUALLY, ON MAY 1 OF EACH YEAR, COMMENCING MAY 1,
2004, BY A PERCENTAGE EQUAL TO THE PERCENTAGE OF INCREASE OF THE CONSUMER PRICE
INDEX FOR ALL URBAN CONSUMERS (1982-84 = 100) ("INDEX") FOR THE UNITED STATES AS
OF THE PRECEDING MONTH OVER THE LEVEL OF THE INDEX ON MARCH 1, 2003; PROVIDED
HOWEVER, THAT IF DURING EITHER (X) THE PERIOD COMMENCING ON THE DATE HEREOF AND
ENDING ON APRIL 30, 2004, (Y) AN ANNUAL PERIOD DURING THE TERM HEREOF
WHICH COMMENCES ON MAY 1, 2004 OR AN ANNIVERSARY OF THAT DATE, THE ACTUAL PRICE
CHARGED BY THE OVERSEAS SUPPLIER FOR MODULES IS LESS THAN THE "NOT TO EXCEED"
PRICE IN EFFECT FOR THAT PERIOD, THERE SHALL BE NO ADJUSTMENT PURSUANT TO THIS
SENTENCE IN RESPECT OF THE NEXT SUCCEEDING ANNUAL PERIOD.
D.
"MODULES" MEANS THE MODELS PBM-1250 AND PBM-2000 OF THE
POWERBACKTM MODULE.
E.
"PRODUCTS" MEANS (X) MODULES AND (Y) CABINETS.
THE TERM
"PRODUCTS" DOES NOT INCLUDE THE POWER TRANSFER SWITCH, OR THE BATTERIES OR OTHER
COMPONENTS THAT ARE HOUSED IN A CABINET TOGETHER WITH THE MODULES.
F.
"PROTECTED MARKET" MEANS