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Primex Technologies Inc – ‘8-K’ for 1/23/97 – EX-10.11

As of:  Thursday, 1/23/97   ·   For:  1/23/97   ·   Accession #:  1019265-97-2   ·   File #:  0-28942

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  As Of                Filer                Filing    For·On·As Docs:Size

 1/23/97  Primex Technologies Inc           8-K:5,7     1/23/97   15:614K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Primex Form 8-K                                        4     21K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     21±    90K 
                          Liquidation or Succession                              
 3: EX-3.1      Primex Technologies: Articles of Incorporation        12±    49K 
 4: EX-3.2      Primex Technologies: By-Laws                          12±    49K 
13: EX-10.10    Primex Technologies, Olin, Banks: Credit Agreement    67±   245K 
14: EX-10.11    Material Contract                                      7±    31K 
15: EX-10.12    Material Contract                                     10±    40K 
 5: EX-10.2     Material Contract                                     16±    66K 
 6: EX-10.3     Material Contract                                     11±    41K 
 7: EX-10.4     Material Contract                                     13±    53K 
 8: EX-10.5     Material Contract                                      7±    30K 
 9: EX-10.6     Material Contract                                     12±    50K 
10: EX-10.7     Primex Technologies: Covenant Not to Compete           7±    31K 
11: EX-10.8     Material Contract                                     14±    53K 
12: EX-10.9     Material Contract                                      8±    34K 


EX-10.11   —   Material Contract



Exhihit 10.11 TRADE NAME LICENSE AGREEMENT Agreement made as of December 31, 1996, by and between OLIN CORPORATION, a Virginia corporation with offices at 501 Merritt Seven, Norwalk, Connecticut 06856-4500 ("Olin") and PRIMEX TECHNOLOGIES, INC., a Virginia corporation with offices at 10101 9th Street North, St. Petersburg, Florida 33716-3807 ("Primex"). In consideration of the mutual covenants and obligations hereunder, the parties agree as follows: WHEREAS, Olin has transferred to Primex all or substantially all of the assets related to Olin's Ordnance and Aerospace divisions (collectively the "Primex Business") in anticipation of the spin-off of Primex to the shareholders of Olin; and WHEREAS, Primex wishes to use, and Olin is willing to authorize Primex to use, certain trade names associated with the Primex Business for the limited purposes provided herein. NOW, THEREFORE, Olin and Primex agree as follows: 1 DEFINITIONS. 1.1 AFFILIATE. "Affiliate" shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 1.2 CONTROL. "Control' shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlling" and "Controlled" shall have meanings correlative thereto. 1.3 EFFECTIVE TIME. "Effective Time" shall mean the Effective Time specified in that certain Distribution Agreement made between Olin and Primex dated as of December 30, 1996. 1.4 PERSON. "Person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or government, or any agency or political sub-division thereof. 1.5 PRIMEX BUSINESSES. "Primex Businesses" shall mean the businesses of the Ordnance and Aerospace Divisions of Olin or their constituent companies and their predecessor companies as they were carried out on or before the Effective Time. 1.6 TRADE NAMES. "Trade Names" shall mean all of, and "Trade Name" shall mean any of, the following: OLIN, OLIN CORPORATION, OLIN AEROSPACE, OAC, and OLIN ORDNANCE. 2. LICENSE. Olin hereby grants to Primex and Primex's subsidiary companies a worldwide, nonexclusive, royalty-free license to use the Trade Names in accordance with the terms of this Agreement. 3. LIMITED USE. 3.1 Primex shall use the Trade Names only to the extent reasonably necessary: (i) To inform its customers and the public that Primex includes the businesses formerly conducted by Olin under the Trade Names. In all uses of the Trade Names, Primex shall ensure that the Trade Name appears in a less prominent position than its current business name, and appears only to inform the public (e.g., "Primex Technologies, formerly Olin Ordnance "or" Primex Aerospace Company, formerly Olin Aerospace Company"). (ii) For purposes of operating under permits, licenses, and other governmental authorizations granted to Olin and assigned to Primex (collectively "Permits"), and to provide Primex the time necessary to amend the existing Permits or file applications for new Permits in Primex's own name, and to continue required reporting or product delivery under the Trade Name(s) until the earlier of the effective date of the amended or new Permits or the expiration of this Agreement. (iii) For completion of contracts and other agreements entered into by Olin under the Trade Names. (iv) To use up stocks of packaging and forms purchased by Olin and any of its subsidiaries prior to the date hereof and transferred to Primex and any of its subsidiaries. 3.2 Primex shall not use any of the Trade Names in any manner that suggests an agency, partnership, or joint venture relationship with Olin. 3.3 Olin reserves all rights in the Trade Names not expressly granted to Primex herein. 4. REASONABLE EXTENSION. Olin shall not withhold its approval of any extension of time that Primex Technologies may reasonably request to continue to use any of the Trade Names, so long as (i) in Olin's judgment, Primex Technologies is diligently proceeding in good faith to eliminate its use of any of the Trade Names, and (ii) in no event shall any such extension exceed 18 months following the Effective Time. 5. QUALITY CONTROL. Upon Olin's request, Primex will provide Olin with samples of each use of a Trade Name for Olin's review and approval. Primex shall immediately correct any deficiencies noted by Olin for failure to comply with this Agreement. 6. NO WARRANTY. Olin is licensing the Trade Names to Primex "AS IS." Olin makes no representations or warranties as to the Trade Names, and hereby excludes all warranties, express or implied. 7. OWNERSHIP. Primex acknowledges that Olin is the owner of the Trade Names and owns all rights in the Trade Names. Primex shall take no action during or following the term of this Agreement contrary to, or in conflict with, Olin's rights in the Trade Names. 8. INDEMNIFICATION. Primex agrees to defend, indemnify, and hold Olin harmless from and against all losses, expenses (including reasonable legal fees and costs), damages, injuries, liabilities, and claims arising out of or relating to Primex's use of any of the Trade Names. 9. TERM AND TERMINATION. 9.1 This Agreement shall be effective for one (1) year beginning on the date first set forth above, unless sooner terminated as provided herein. 9.2 Either party may terminate this Agreement effective upon thirty (30) days' notice to the other in the event of a material breach of this Agreement by the other party that the breaching party fails to correct during such period. 9.3 Immediately upon expiration or termination of this Agreement, Primex will cease and desist from all uses of any of the Trade Names. 9.4 Each party's obligations under Articles 6, 7, 8 and 9 shall survive expiration and termination of this Agreement. 10. FURTHER ASSURANCES. Each party will execute all documents reasonably requested by the other to effect any of the provisions of this Agreement. 11. NOTICES. Notices or requests to be given or made hereunder shall be delivered in person or sent by registered mail or telefax or telex acknowledged by the operator of the addressee at the following addresses or other addresses that each Party may from time to time designate. (a) for PRIMEX: PRIMEX TECHNOLOGIES, INC. 10101 Ninth Street North St. Petersburg, Florida 33716-3807 ATTENTION: General Counsel Tel: (813)578-1116 Fax: (813)578-8795 (b) for OLIN: OLIN CORPORATION 501 Merritt Seven Norwalk, Connecticut 06856-4500 Attention: Corporate Secretary Tel: (203) 356-3126 Fax: (203) 356-2011 12. ASSIGNMENT 12.1 LIMITATIONS ON ASSIGNMENT. This Agreement shall not be assigned by either Party to a third party without the prior written consent of the other Party, except to: an Affiliate of a Party, or a successor in the business to which this Agreement relates, or a successor in all or substantially all of the assets of either Party, provided that the successor agrees in writing to accept the rights and to be bound by the obligations of the assigning Party, any other assignment being void. The Parties agree to guarantee the performance of their Affiliates under this Agreement. 12.2 CHANGE OF CONTROL. For purposes of Section 11.1. the following shall be deemed an assignment by a Party of this Agreement: 12.2.1: a Person (or two or more Persons acting as a "person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934 Act")), other than such Party, or an employee benefit plan (or related trust) of such Party, becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act) of 15% or more of the then outstanding voting stock of such Party, or during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of such Party (together with any new director whose election by the Board or whose nomination for election by such Party's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the new directors then in office, and/or 12.2.2: any consolidation or merger of such Party in which such Party is not the continuing or surviving corporation or pursuant to which shares of such Party's common stock would be converted into cash, securities or other property other than a merger in which holders of such Party's common stock immediately prior to the merger will have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, and/or 12.2.3: any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of such Party, and/or 12.2.4: adoption of any plan or proposal for the liquidation or dissolution of such Party. 12.3 VIOLATION. Any assignment in violation of this Article 12 shall be considered void. 13. GENERAL PROVISIONS. 13.1 ENTIRE AGREEMENT. This Agreement embodies the entire understanding of the Parties. No amendment or modification of the Agreement shall be valid or binding upon the Parties unless it is in writing and signed by the respective duly authorized officers of the Parties. 13.2 Parties ARE INDEPENDENT. This Agreement does not and shall not be deemed to make either Party the agent, legal representative or partner of the other Party for any purpose whatsoever, and neither Party shall have the right or authority to assume or create any obligation or responsibility whatsoever, expressed or implied, on behalf of or in the name of the other Party or to bind the other Party in any respect whatsoever. 13.3 WAIVER. The failure of either Party at any time to require performance by the other Party of any provision hereof shall in no way affect the full right to require such performance within a reasonable time or thereafter the performance of that and all other provisions, nor shall the waiver of any succeeding breach of such provision or any other provision operate as a waiver of the provision itself. 13.4 SEVERABILITY. The invalidity or unenforceability of any one or more of the provisions of This Agreement shall not affect the validity or enforceability of the remaining provisions. 13.5 GOVERNING LAW. This Agreement shall be construed and governed, in all respects, by the law of the State of Illinois applicable to contracts made and to be performed in that state without reference to any provisions relating to conflicts of law. 13.6 JURISDICTION. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Illinois State court or Federal court of the United States of America sitting anywhere within a radius of 50 miles from East Alton, Illinois, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois State or, to the extent permitted by law, in such Federal court. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 13.7 VENUE. Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any Illinois State court or such Federal court located in the State of Illinois. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 13.8 SERVICE OF PROCESS. Each Party to this Agreement irrevocably consents to service of process in the manner provided for notices in Article 11 hereof. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 13.9 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of this shall constitute one and the same instrument 14. SETTLEMENT OF DISPUTES In the event of any disputes arising out of or in connection with the execution, interpretation, performance or nonperformance of this Agreement, Primex and Olin shall use the following procedure prior to either Party pursuing other available legal remedies: 14.1 ALTERNATIVE DISPUTE RESOLUTION. Upon signing of this Agreement each Party will designate one representative ("Representative") for the purpose of resolving disputes which may arise from time to time. Upon a dispute arising, either or both Representatives may request in writing a conference with the other. If so requested, the conference shall occur within ten (10) days of the initial written request and shall be held via telephone or at East Alton, Illinois, or elsewhere, at the option of the Representatives. The purpose and scope of the conference shall be limited to issues related to resolving the dispute. At the conference, each Representative, or his or her designee, shall use best efforts to attempt to resolve the dispute. If the dispute has not been settled within thirty (30) days of the first meeting of the Representatives, the parties shall establish a Management Appeal Board ("MAB") within ten (10) days of receipt of a request by either Party to set up an MAB. The MAB shall consist of two (2) members of each respective Party's management. The President of OLIN shall appoint two members to represent OLIN and the President of PRIMEX shall appoint two members to represent PRIMEX. The sole purpose of MAB shall be to resolve any dispute over which the Representatives failed to resolve. The MAB members shall be persons other than the Representatives. The MAB shall meet at East Alton, Illinois or otherwise confer to resolve the dispute by good faith negotiations, which may include presentations by the Representatives or others. 14.2 ARBITRATION. In the event the parties are unable to resolve their disputes after availing themselves of the processes set forth in Section 14.1 above for a period of ninety (90) days, such disputes, shall be solely and finally settled by three arbitrators in accordance with the Commercial Arbitration Rules of the AAA (the "Arbitration Rules"). The Party electing arbitration shall so notify the other Party in writing in accordance with the Arbitration Rules, and such notice shall be accompanied by the name of the arbitrator selected by the Party serving the notice. The second arbitrator shall be chosen by the other Party, and a neutral arbitrator shall be chosen by the two arbitrators so selected. If a Party fails to select an arbitrator or to advise the other Party of its selection within thirty (30) days after receipt by such a Party of the notice of the intent to arbitrate, the second arbitrator shall be selected by the AAA. If the third arbitrator shall not have been selected within thirty (30) days after the selection of the second arbitrator, the appointment shall be made by the AAA. All such proceedings shall be conducted in New York, New York. The arbitrator shall make detailed findings of fact and law in writing in support of the decision of the arbitrator panel, and is empowered to award reimbursement of attorneys' fees and other costs of arbitration to the prevailing Party, in such manner as the arbitrator panel shall deem appropriate. The provisions of this Section 14.2 shall not be deemed to preclude any Party hereto from seeking preliminary injunctive relief to protect or enforce its rights hereunder, or to prohibit any court from making preliminary findings of fact in connection with granting or denying such preliminary injunctive relief, or to preclude any Party hereto from seeking permanent injunctive or other equitable relief after and in accordance with the decision of the arbitrator panel. Whether any claim or controversy is arbitrable or litigable shall be determined solely by the arbitrator panel pursuant to the provisions of this Section 14.2. Any monetary award of the arbitrators panel shall include interest from the date of any breach or any violation of this Agreement. The arbitrators shall fix an appropriate rate of interest from the date of the breach or other violation to the date when the award is paid in full. The parties agree that judgment on the arbitration award may be entered in any court having jurisdiction over the parties or their assets. 14.3 CONTINUING OBLIGATIONS. It is expressly agreed that the failure of the parties to resolve a dispute on any issue to be resolved hereunder shall not relieve either Party from any obligation set forth in this Agreement. In addition, notwithstanding the pendency of any such dispute, neither Party will be excused of its obligations hereunder to cooperate with the other to effectuate the purposes of this Agreement. IN WITNESS WHEREOF, each party has caused its duly authorized representative to execute this Agreement as of the date set forth above. OLIN CORPORATION PRIMEX TECHNOLOGIES, INC. By: Johnnie M. Jackson, Jr. By: George H. Pain ----------------------- -------------- Name: George H. Pain Name: Johnnie M. Jackson, Jr. Title: Vice President Title: Vice President, General Counsel and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period End:1/23/978-K/A
12/31/9610-K
12/30/96
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Filing Submission 0001019265-97-000002   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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