EXHIBIT 10.1
DELPHI
DELPHI CORPORATION
LIFETIME CONTRACT
1. PURCHASE OF PRODUCT
LEXINGTON RUBBER GROUP, INC. ACTING THROUGH ITS LEXINGTON CONNECTOR SEALS
DIVISION ("Seller") agrees to sell, and DELPHI CORPORATION ACTING THROUGH ITS
DELPHI PACKARD ELECTRIC DIVISION ("Buyer") agrees to purchase ONE HUNDRED
PERCENT (100%) of Buyer's production and service requirements for the products
set forth on the attached schedules (each referred to as a "Product" and
collectively referred to as the "Products").
2. TERM
With respect to each Product listed on Attachment A, the term of this Contract
is from NOVEMBER 22, 2004, through DECEMBER 31, 2009, and with respect to each
Product listed on Attachment B, the term of this Contract is from November 22,
2004, through the date set forth on Attachment B.
3. PRICES
The per unit price of each Product for each period during the term of this
Contract is set forth on Attachment A or Attachment B, as appropriate. All
prices will be F.O.B. BUYER'S PLANT for all shipments from Seller's Vienna,
Ohio, facility to Buyer's Warren, Ohio, facilities and F.O.B. SELLER'S PLANT for
all other shipments.
Buyer and Seller will use their best efforts to implement cost savings and
productivity improvements in order to reduce Seller's costs of supplying each
Product.***
No price increases (including any decrease of the scheduled price reductions)
will be made on account of (i) Seller's failure to achieve any expected cost
savings or
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*** Represents omitted text which has been redacted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
productivity improvements or (ii) any increases in Seller's labor, materials,
overhead and other costs, provided that prices will be adjusted upward or
downward by 100% of any change in the prices of materials that Seller is
directed to utilize by Buyer from the prices in effect as of August 19, 2004. In
the event that Buyer agrees to any other price Increases (or a decrease of any
scheduled price reductions) with respect to any Product, then, notwithstanding
anything to the contrary set forth in this Contract, the pricing of each Product
will be reduced (in addition to any scheduled price reductions) by an amount
equal to one hundred percent (100%) of any subsequent net cost savings achieved
by Seller with respect to such Product until aggregate price reductions on
account of Seller's cost savings equal any price increases previously agreed to
by Buyer. If there are engineering changes in respect of any of the Products the
prices of such Products will be based upon cost variances off current business
with agreement of divisional buyer, whether the part number stays the same or
changes.
4. ***
5. PURCHASE ORDERS
All Products will be ordered by Buyer, and delivered by Seller, in accordance
with written purchase orders (including related delivery releases and shipping
instructions) issued by Buyer from time to time during the term of this
Contract. Buyer's General Terms and Conditions (effective March 2004) are hereby
incorporated into this Contract by reference ***. The General Terms and
Conditions (together with any revision made a part of this Contract) shall be
construed, to the extent possible, as consistent with the terms and conditions
set forth in this Contract and as cumulative, provided, however, that if such
construction is unreasonable or if the General Terms and Conditions
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*** Represents omitted text which has been redacted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
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conflict with the terms and conditions of this Contract, the terms and
conditions set forth in this Contract shall control.
6. ***
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*** Represents two and one half pages of omitted text which has been redacted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
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EXECUTED by Buyer and Seller as of NOVEMBER 22, 2004.
BUYER SELLER:
DELPHI CORPORATION LEXINGTON RUBBER GROUP, INC.
ACTING THROUGH ITS ACTING THROUGH ITS
DELPHI PACKARD ELECTRIC DIVISION LEXINGTON CONNECTOR SEALS DIVISION
By: /s/ Joseph A. Simon By: /s/ Warren Delano
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Name: Joseph A. Simon Name: Warren Delano
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Title: Sr. Buyer Title: President
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5.
11/22/04
ATTACHMENT A
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*** Represents four and one half pages of omitted text which has been redacted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
11/22/04
ATTACHMENT B
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*** Represents omitted text which has been redacted and filed separately with
the Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.