Document er4eeNLKk4q6B3DogQnm2mMm

PURCHASE AGREEMENT 6^2/ul /PURCHASE AGREEMENT made as of 1974 between ITT Grinnell Corporation, a Delaware corporation (hereinafter called "Grinnell" or "ITT Grinnell", and NIBCO, Inc., an Indiana corporation (hereinafter called "NIBCO"). WHEREAS, the parties hereto desire that Grinnell sell to NIBCO and that NIBCO purchase certain of the assets of Grinnell's Augusta, Arkansas, plant upon the terms and conditions set forth herein? NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Terms of Transaction, 1.1 Acquired Assets. Subject to and upon the terms and conditions and based upon the representations and warranties hereinafter set forth, Grinnell agrees to sell, transfer and assign to NIBCO and NIBCO agrees to purchase at the Closing the following assets and property (hereinafter referred to as "Acquired Assets"): (a) The real property together with all improve ments thereupon and appurtenances and hereditaments appertaining thereto owned by Grinnell and occupied by it as the Grinnell plant facility situated in Augusta, Arkansas containing approximately 103 acres of land, and buildings containing approximately 165,000 square feet, more particularly described in Exhibit A, Paragraph 1, attached hereto and made a part hereof. NIBCO000941 (b) All plant equipment, facilities, machinery, vehicles, partitions, fixtures, and office furnishings, and all other tangible personal property of every kind and nature owned by Grinnell or used in connection with the Grinnell plant facility including, but not necessarily limited to, those items listed in Exhibit A, Paragraph 2, attached hereto, but excluding books and records, inventory of finished goods, work in process, and raw materials, and those items referred to in Paragraphs 2(a) of Exhibit A. (c) Subject to NIBCO's approval, all interest of Grinnell in licenses, permits and leases (in which Grinnell is lessee) pertaining to the Acquired Assets to the extent the foregoing are assignable. Grinnell makes no representation that any of the same are assignable. (d) All existing drawings, building plans, specifications, manuals, engineering drawings and surveys with regard to the Acquired Assets. 1.2 Purchase Price. (a) The purchase price for the Acquired Assets shall be Three Million, One Hundred Thousand Dollars ($3,100,000.00), allocated as follows: To real property Land $ 103,000.00 Buildings and Improvements 1,485,000.00 To tangible personal property TOTAL 1,512,000.00 $3,100,000.00 NIBCO000942 The purchase price shall be payable by check at the time of Closing. The amount of the check will be less than the purchase price by $9,850.98, which is the sum of the following: () the first month's rent under the lease form attached hereto and marked Exhibit B ... $3,943.33 {!) the first month's rent under the lease form attached here to and marked Exhibit C ... 1,971.67 : 1) one third (1/3) of the 1973 real estate taxes ... 3,935.98 (v) Sum $9,850.98 (b) All ad valorem real and personal property taxes or other taxes in lieu thereof for the years up to and including the year 1973 shall be fully paid to the taxing authorities by Grinnell. These taxes for 1974 shall be fully paid to the taxing authorities by NIBCO. (c) All assessments, general or special, in respect of improvements completed prior to the date of this Agreement, levied against any of the real property to be conveyed pursuant to this Agreement shall be fully paid to the assessing authorities by Grinnell. SECTION 2. Closing. Consummation of the transactions contemplated by Section 1 and possession of the Acquired Assets, except for the leaseholds of Exhibits B and C, shall be effected not later than April 30, 1974. NIBCO000943 -3- The Closing shall be held in such place as the parties may agree. The date of Closing is herein called the "Closing Date" . SECTION 3. Representations and Warranties of NIBCO. NIBCO represents and warrants to Grinnell as follows: 3.1 Corporate Organization of NIBCO. NIBCO is a corporation duly organized# validly existing and in good standing under the laws of the State of Indiana. 3.2 Corporate Power and Action. NIBCO has corporate power to execute and deliver this Agreement and has taken all action required by law# its Certificate of Incorporation# its By-laws or otherwise to authorize such execution and delivery, and this Agreement is a valid and binding Agreement of NIBCO in accordance with its terms. SECTION 4. Representations and Warranties of Grinnell. Grinnell represents and warrants to NIBCO as follows: 4.1 Corporate Organization of Grinnell. Grinnell is a corporation duly organized# validly existing and in good standing under the laws of the State of Delaware. 4.2 Corporate Power and Action. Grinnell has corporate power to execute and deliver this Agreement and has taken all action required by law, its Certificate of Incorporation, its By-laws or otherwise to authorize such execution and delivery# and this Agreement is a valid and binding Agreement of Grinnell in accordance with its terms. 4.3 Grinnell is the owner in fee simple of good and marketable title to all of the real property to be acquired pursuant to this Agreement, and Grinnell may and shall on the Closing Date transfer said real property free and clear of any and all liens# charges# or encumbrances, whether now due or to become due. -4- NIBCO000944 4.4 The real property described in Exhibit A comprises all of the real property which is owned by or used by Grinnell in Augusta, Arkansas. 4.5 Grinnell has good and valid title to the tangible personal property described in Exhibit A attached hereto, and Grinnell may and shall on the Closing Date transfer said tangible personal property free and clear of any and all liens, charges, leases, or encumbrances, whether now due or to become due, except the lien for current taxes not delinquent. 4.6 Grinnell does not know or have any reasonable grounds to know of any claim or proceeding existing which would pre vent the consummation of the transaction contemplated hereby or of any condemnation proceeding or threat thereof relative to the real property to be transferred pursuant to this Agreement. 4.7 To the best of knowledge and.belief of Grinnell, the real property and improvements described in Exhibit A, and the use thereof as a manufacturing facility as now constituted, in all material respects comply with all applicable zoning ordinances, zoning regulations and building codes, and Grinnell has received no notice of any violation of any of the foregoing which have not been remedied. 4.8 Grinnell is not the licensee or bound by any agree ment concerning any patent, know-how, or technical information pertaining to any of the Acquired Assets or operation' thereof which would prevent the consummation of the transaction, or the use of the Assets as presently constituted. SECTION $ Mutual Indemnification. Grinnell does hereby agree to Indemnify, defend and hold NI3C0 harmless from and against any claim or liability arising out of (i) Grinnell's ownership or operation of the Acquired Assets prior to the Closing Date and (ii) any breach of -5- NIBCO000945 warranty or incorrect representations of Grinnell contained herein or in any document delivered pursuant hereto. NIBCO does hereby agree to indemnify, defend and hold Grinnell harmless from and against any claim or liability arising out of (i) NIBCO"s ownership or operation of the Acquired Assets after the Closing Date and (ii) any breach of warranty or incorrect representations of NIBCO contained herein or in any document delivered pursuant hereto. SECTION 6. Property of Grinnell Not Being Transferred. Grinnell shall have a period of sixty (60) days follow ing the Closing Date to remove its property described in Attachment 1 to Exhibit A from the real property to be trans ferred to NIBCO hereunder and which is not subject to the Lease. Grinnell shall bear the risk of loss or damage to such property while on the premises of NIBCO, except loss or damage caused by NIBCO. NIBCO shall not assert any rental, warehousing or storage charge against Grinnell in respect of this property; SECTION 7. Access to Records. Grinnell agrees to make available to NIBCO at reasonable times at the office of Grinnell records of Grinnell relating to the Assets for all proper purposes. SECTION 8. Waiver of Compliance with Bulk Sales Act. NIBCO waives compliance by Grinnell with the procedures provided for in laws relating to sales in bulk, including, without limitation. Article 6 of the Uniform Commercial Code, in respect of the transactions contemplated hereunder. -.6* NIBCO000946 SECTION 9. Conditions to Grinnell/s Obligation to Close. The obligation of Grinnell to consummate the transactions contemplated hereby is subject to the satisfaction on or prior to the Closing Date of the following conditions: 9.1 Performance of Acts and Undertakings of NIBCO. Each of the acts and undertakings of NIBCO to be performed on or before the Closing Date pursuant to the terms hereof shall have been duly performed. 9.2 Opinion to Grinnell of Counsel for NIBCO. NIBCO shall have furnished Grinnell with a favorable opinion of counsel for NIBCO, dated the Closing Date, and in form and substance satisfactory to Grinnell and its counsel, to the effect that: (a) NIBCO is a corporation duly organized, validly existing and in good standing under the laws of the State of Indiana. (b) NIBCO has full power and authority to make, execute, deliver and perform this Agreement. 9.3 Opinion to Grinnell of Its Counsel. Grinnell shall have not received the opinion of its counsel to the effect that the transactions contemplated by this Agreement will violate any Federal statute or any court decree or order, and all legal matters relating to the con summation of the transactions contemplated hereby have been completed to the satisfaction of such counsel in all material respects. 9.4 Other Agreements. At the Closing, NIBCO and Grinnell shall enter into leases {"LEASES") in.the forms attached hereto as Exhibits B NIBCO000947 and C and a supply contract ("AGREEMENT") in the form attached hereto as Exhibit D. -7- 9.5 Payment. NIBCO shall deliver at the Closing its check, payable to the order of Grinnell, for the purchase price less the amount referred to in paragraph 1.2. 9.6 Continued Accuracy of Representations and Warranties Of NIBCO. The representations and warranties of NIBCO contained in this Agreement shall be true in every material respect on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and Grinnell shall have received at the Closing a cer tificate, dated the Closing Date and executed by or on behalf of NIBCO containing a representation and warranty of NIBCO to that effect. SECTION 10. Conditions to NIBCO'a Oblicration to Close The obligation of NIBCO to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of the following conditionsj 10.1 Performance of Acts and Undertakings of Grinnell. Each of the acts and undertakings of Grinnell to be per formed on or before the Closing Date pursuant to the terms hereof shall have been performed. 10.2 Opinion to NIBCO of Counsel for Grinnell. Grinnell shall have furnished NIBCO with a favorable opinion, of counsel for Grinnell, dated the Closing Date, and in form and substance satisfactory to NIBCO and its counsel, to the effect that s (a) Grinnell is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. -8- NIBCO000948 (b) Grinnell has full power and authority to execute and deliver and perform this Agreement and has taken all action required by law, its Certificate of Incorporation, its By-laws or otherwise to authorize such execution and delivery. 10.3 Continued Accuracy of Representations and Warranties of Grinnell. The representations and warranties of Grinnell contained in this Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date and NIBCO shall have received at the Closing a certificate, dated the Closing Date and executed on behalf of Grinnell, containing a representation and warranty to that effect. 10.4 Opinion to NIBCO of Its Counsel. NIBCO shall not have received the opinion of its counsel to the effect that the transactions contemplated by this Agreement will violate any Federal statute or any court decree or order, and all legal matters relating to the consummation of the transactions contemplated hereby have been completed to the satisfaction of such counsel in all material respects. 10.5 Other Agreements. At the Closing, NIBCO and Grinnell shall enter into leases ("LEASES") in the forms attached hereto as Exhibits B and C and into a supply contract ("AGREEMENT") in the form attached hereto as Exhibit D. 10.6 Documents Produced at Closing. Grinnell shall produce at the Closing all available original licenses, permits, and certificates relating to the NIBCO000949 Acquired Assets for inspection by NIBCO and delivery as CCMAA, tfu> , ,, ^^ appropriate to Ws out and' ba intention of this Agreement. 10.7 At the Closing, Grinnell shall deliver to NIBCO such instruments of conveyance, assignment and transfer of the Acquired Assets as counsel for NIBCO shall reasonably require effectively to vest in NIBCO good and marketable title free and clear of any liens, charges, and encumbrances except as permitted by this Agreement, including but not necessarily limited to: (a) A warranty deed executed and delivered in proper form for conveyance and recording tinder the laws of the State of Arkansas; (b) Bill of sale conveying to NIBCO all of the tangible personal property to be acquired hereunder; (c) Assignments of all of Grinnell's right, title and Interest in all licenses, permits and leases to be assigned to NIBCO pursuant to this Agreement, together with all available executed originals-of such contracts and agreements; (d) Certificates of Grinnell as provided for in this Agreement. 10.8 Title Insurance. At the Closing, there shall be assurance to NIBCO by a title insurer that there shall be issued a policy of title insurance in form and content approved by NIBCO's counsel in an amount not less than that portion of the purchase price which is allocable by the title insurer (but not less than that portion allocated under Paragraph 1.2(a) hereof) to real property insuring ownership of marketable title to the real estate and improvements described in Exhibit A attached hereto. NIBCO000950 SECTION 11. Termination of Agreement 11.1 Grounds for Termination. This Agreement and the transactions contemplated here by may-be terminated at any time prior to the Closing Date; (a) By mutual consent of Grinnell and NIBCO; (b) By either Grinnell or NIBCO if, in the case of Grinnell, there has been a material misrepre sentation or breach of warranty in the representations . and warranties of NIBCO set forth herein (or in any certificate delivered pursuant hereto) or if, in the case of NXBCO there has been a material misrepresentation or breach of warranty in the representations and warranties of Grinnell set forth herein; (c) By Grinnell or by NIBCO if the closing referred to in Section 2 shall not have been com pleted by May 30, 197**; (d) By either Grinnell or NXBCO if either shall have determined in its sole discretion that the trans actions contemplated by this Agreement have become inadvisable or impracticable by reason of the in stitution or threat by state, local or federal government authorities or by any other person of material litigation or proceedings against Grinnell or NIBCO (it being understood And agreed that a written request by governmental authorities for Information with respect to the proposed transactions, NIBCO000951 which information could be used in connection with such litigation or proceedings, may be deemed by Grinnell or NIBCO to be a threat of material litigation or proceedings regardless of whether such request is received before or after the date hereof). 11.2 Loss of or Damage to Assets Prior to Closing. In the event of the damage or destruction of the Assets by fire or other casualty prior to the dosing Bate, NIBCO may either (i) accept the undamaged portion of the Assets with a proportionate reduction of the 'Purchase price or (ii) terminate its obligation pursuant to this Agreement. 11.3 Sffect of Termination--Right to Proceed. In the event that this Agreement shall be terminated pursuant to this Section 11, all further obligations of Grinnell and NIBCO under this Agreement shall terminate with out further liability of Grinnell to NIBCO, or of NIBCO to Grinnell, except for the obligation of NIBCO under Section 12. Nevertheless, anything in this Agreement to the contrary notwithstanding, if any of the conditions specified in Section 9 have not been satisfied, Grinnell, in addition to any other rights which may be available to it, shall have the right to waive the failure to satisfy such condition and may proceed with the transactions contemplated hereby, and if any of the conditions specified in Section 10 have not been -12- NIBCO000952 satisfied, NIBCO, in. addition to any other rights which my be available to them, shall have the right to waive the failure to satisfy such condition and my proceed with the transactions contemplated hereby. SECTION 12. Confidentiality of Information In the event of the termination of this Agreement for any reason, NIBCO will deliver to Grinnell all documents, work papers and other material obtained from it relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, and will take all practicable steps to have any information so obtained kept confidential. SECTION 13. Brokers NIBCO and Grinnell represent and warrant to each other that no broker or finder has been employed by either party with respect to this Agreement or the transactions con templated hereby. SECTION 14. Successors and Assigns; Counterparts; Entire Agreement This Agreement (a) shall be binding upon and shall infire to the benefit of the parties heretc? and their re spective successors and assigns; (b) may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts shall have been signed by each of the parties and delivered to Grinnell and NIBCO and -13- NIBCO000953 {c} embodies the entire Agreement and understanding, and supersedes all prior agreements and understandings between Grinnell and NIBCO relating to the subject matter hereof. SECTION 1$. Effect of Captions The captions in this Agreement are included for con venience only and shall not in any way affect the inter pretation or construction of any of the provisions hereof. SECTION l6. Notices Any notices or other communication required or permitted hereunder shall be sufficiently given if sent by registered mail postage prepaid addressed as follows: To ITT GRINNELL: ITT Grinnell Corporation 260 West Exchange Street Providence, Rhode Island 02901 To NIBCO: NIBCO, INC. Elkhart, Indiana 46514 Attention: Mr. James E. Hostetler, Executive Vice President or such other addresses as shall be furnished in writing by either party to the other party. Any such notice or communication shall be deemed to have been given as of the date so mailed. SECTION 17. Possession Prior to Closing For and in consideration of the execution of this Agreement and a deposit of $100,000.00 to ITT Grinnell by NIBCO to be applied against the purchase price upon Closing, -14- NIBCO000954 NIBCO may, at any time, prior to Closing, come upon the subject property for purposes of removal of equipment which is to be designated by letters from NIBCO to and agreed by Grinnell, such removal to be at NIBCO*s sole risk and re sponsibility, and at a reasonable time and in a reasonable manner. If the transaction contemplated hereunder is not consummated, NIBCO stall return such equipment to the Grinnell plant facility and set the same in place at its expense, and thereupon, Grinnell shall refund the $100,000.00 deposit forthwith. SECTION 18. Instruments and Assurances After Closing Subsequent to the Closing Date, Grinnell will execute and deliver from time to time at the request of NIBCO all such further instruments of conveyance, assignment and further assurance as may be required in order to vest in and confirm to NIBCO title to and the right to use and enjoy the Acquired Assets. IN WITNESS WHEREOF, Grinnell and NIBCO have each caused this Agreement to be executed on its behalf by its offer there unto authorized all as of the day and year first above written. BY. -15- NIBCO000955 EXHIBIT A Assets to be transferred pursuant to Purchase Agreement trade as of . ...................................................................., 1974 between ITT Grinnell Corporation and NIBCO, INC. (the "Agreement11) 1. Real Property Augusta, Arkansas, Plant ("Plant") comprising: "All that part of the East Half (E%) of Section Six (6), township Seven (7) North of the Base Line, Range Three (3) West of the Fifth Principal Meredian, lying North of the right-of-way of the Missouri Pacific Railroad Company and South and West of Arkansas State Highway No, 33, containing 102.95 acres, in Woodruff County, Arkansas ? and comprising: All buildings on the above-described part', - 2. Personal Property (a) All machinery and equipment, including trucks, trailers, cars, fork lifts, and other vehicles used in Plant operation and principally garaged at the Plant, except: (i) The machinery and equipment listed on Attach ment 1 (14 pages) of this Exhibit A. (ii) All patterns and core boxes and all tooling specially designed for the items made from said patterns and core boxes. <b) All office equipment located on Plant premises, (c) All supplies, including spare parts for equipment, fixtures, molding sand and core resins located on Plant premises. NIBCO000956 Z96000008IN EXHIBIT A DAT^:-. "February MANUFACTURER PJV No, 10 M _ CiKiNlMtLL. INVENTORY LOCATION: Augusta___ 1002___ Augusta^ Arkansas size I DESCRIPTION ITEM MACHINERY-EQUIPMENT LIST m Logan Universal 3-Way Seral-Autpmatic Boring Machine pmcss Ch'ho Oil. Universal 3-Way Semi-Automatic Boring Machine Hartford Drill Unit Model 17-400 - 18-pitch lead screw and t assembly - il-l/2-pltch lead screw and nut assembly ; Bellows Model 7F-60D Transfeed 2-Position Work Feeder 115 Volt ; \ Bellowa-in-Line Transfeed Model WFE-80 with 8-12 Volt Electric ; : Control Valve- Less Transformer ; J L ij Logan Solder Joint Fitting Soring Machine l-l/2*x4" | i Hartford Model 17-400B Drill Units Serail No. 17-317, 17-38^ 17-386 Sxr, Own Drt. OISCOUNT BRANCH One Giaholt #4 Lathe S#7?l-12 (Used) Bardoa 4 Oliver #2 Turret Lathe Serial # 15352 <used) and accessorise Hartford Special Model 17-400 Reaming Head with back feed valve 3/8" ASA Spindle Nosa and Pulley Drive Adaptor j Logan 3-Way Solder Joint Reaming Machine for krlh Brass els Logan Solder Fittings Borings Machine TOTAL THIS SHEET 4 . I! 896000009IN EXHIBIT A DATE:--Eehruaty_2&,-------- 19_2A_ MANUFACTURER UKIINIVt-L-L. lIMVtlM 1UKY inpATifiwi Augusta, Arkansas_________ ' DESCRIPTION MACHINERTJQUIPMENT LIST .j ` .I 'i ! Bellows Model TF-60D Transfeed; Position Work Feeder 115 Volts RrtlCCo Br)_ Picei Ch-KI Logan Solder Fittings Boring Machine 3/8-1% . Walker-Turner 20" Drill Press 20" Walker-Turner Drill Press #2 Morse Taper Bench Model Cat, #1112-21 w/i%HP 220/440V, 1800 r.p.m.j 60CY motor, Cat, 87-120 iTable and 1 set legs '] . ^ Walker-Turner Bench Drill Press W/ne, 2 Morse Taper Model #70f401 map 220/440V 60CY 3 Phase, 1800 r.p.a. Motor Cat, #87-120 Production Tsble 24%" x 35%" Cat. 50-399 `j.. 17400^ Hartford Drill Unit less Spindle or Motor i%^Solder Fittings Boring Machine ME-367, ME-368, ME-369 Set Jaws per MD 244 Sec Carbide cutters for 1%" Fittings Mo- 10-34AR15 Kaufman Hi-Duty LEAD SCREW Tapping Machine Serial No, 10-473 i. j i Sets of locating nest and locating block, Satation-dial plate j i- *. ^ Reaming, Tapping and Threading Machine for 2%" - 6" Fittings j .. TOTAL TMtS SHEET - ! |. ; ij : ` EXTCNOCO Bti. 6Q60000 09IN EXHIBIT A DATE: --lebTW-SX-ZSa______ 19...Ik COUCNC8 HUMasA MANUFACTURER UJlXilNiNlL-L. IIN V&.IN 1 UKY f nrATi^fvi. Augusta. Arkansas_____________ DESCRIPTION , PJV so. MACRIBERYJJQOIPMENT LIST 1 Riser Blocks 1,750 thick, (6) Height Blocks 1,750 thick and j 1" x 5" . j Pressure Plate with Guide Key and Stabalizing Post j Insert assembly for Die Head s. I . ' .............................. ! Portage Return. Bend Machine, Set- Bo. W-108 . 1 Set Riser Blocks, Assembled to above machine '' ` Pieces 4" x 8" x 1/4" B.R. Steel Plate > Length of 3" Standard Steel Piper-Plain ends or threaded - ! 20' long --- Stock Bins for our Machining Department j Famco 5 Ton floor model Press complete with 1/3 HP motor and electric clutch, complete with two die sets, one of which j to be tooled to punch holes in female drop ear elbows and ; teas and the other to be tooled for 3/4" drop ear elbows and j tees , j Portage - 1/2" through 3" copper fitting machine, Ser. #WllG, ] with two combination heads. _ | Set Jaws 1-1/2" 90 Elbows ! Set Jaws 1/2" Female Tee and Elbow ; Portage - 1/2" through 3" copper fitting machine, Ser. IW111 Set Jaws 1-1/2" 90o Sanitary Tea - - TOTAL. THIS SHEET Price* Cmtcd Bt:,, EXTENOCn BVI Ext, Cxx-e bt 09600000aiN EXHIBIT A MANUFACTURER C5KI1MNEL.L. INVENTORY LOCATION!-----A,i.g.iafea).. lrlea. DESCRIPTION MACHINERY-EQUIPMENT LIST j Fares Conveyor per shown on Augusta Dvg'a Mo. D-1Q0Q4, Mo, , D-10QQ5, sad Mo. D-10006 - Mounted on Pottage Machine Mo, W-ill Partage - 1/2" through 3" Copper Fitting Machine Ser, #M112 | Pares Conveyor per shown on Augusta Dwg'a Mo, T>--1^304, Mo, D10005, and No. D-10006 -Mounted on Portage Machine No, W-112 Portage 1/2" through 3" Copper Fitting Machine Serial #W113 Parts Conveyor per shown on Augusta Dwg's No. D-10004, No. D-10005, and No. D-10006 4" Dia x 5*0" Lgth Conveyors complete W/ 1/3 BP Drive, Reducer] and Motive Power, as per quotation 122964-G 20" Walker Turner Drill Press Heads . DFE 2 .540 Feeds HC 12B 40 Hydro Checks TF 60 D Transfeed SPL Bewa ISA $0 Motor SOBS 112 040 102 XB1462 Used No. 3A Mk, II Herbert Auto Lathe, Serial No. 14176-A-B, complete with all tooling TOTAL THIS SHEET Pniceo Bti_ Paicu Ch'hd i Cktcnocb Ht i__ Ext. Cmk-o at !_ EHCOUNT BRANCH COST l9600000aiN jrii. anMAAvruhn i. EXHIBIT A DATEi-- *$oencs __________________ MUMBCR MANUFACTURER CaKlNNfc.L.L- HMVfc.N i UHY i fWATifiM` Au^ustSj Arkansas DESCRIPTION CATAtMtt ?JV NO. MACHIKERY-EQUIPMEMT LIST . , 1153 .. . 1328 Standard Modern Drillamatic Grilling Machine One - Tour (4) Spindle model HA Wisconsin adjustable spindle drill bead capable of drilling up to (4) 1-1/4 diameter holes in cast iron from a 3 3/32 daiseter minimum bole circle to a 14 53/64 diameter maximum bolt circle. ' Portage Three-Way Machine - Serial #W-110 Portage Three-Way Machine . Serial #W-110 Portage Three-Way Machine - Serial #W-128 Portage .Three-Way Machine -Serial #W-126 2-1/2" - 6" Portage three way fitting machine Serial 0W-224 and SW-132 Portage Way Shuttle Type Machine Serial #W-l-25 Set Riser blocks Adapters #6 JfT . Portage Three-Way Machine Serial ffW-130 Portage Three Way Machine IW-131 - . Fsicis Bl_ FmesB Cm*ki QUANTITY TOTAfc. SHEET ExrcNoca Br:_ BlieOUKT BRANCH ' 2960000 09IN EXHIBIT A DATE; _ USUtNCt MANUFACTURER PJV KO. 1295 LjNir'ilMfc.L.L. INVfc.N I OKY Ln(?ATiflM- Augusta, Arkansas DESCRIPTION KACHINERY-EQUIPMBKT LIST ' | '! 110 (110 cap) D4&LY open-back, Inclinable, geared single-crank | Press , Serial Ho. 11054370165 .j Labor and Installation of Ho. 110 DAKLY open-back, inclinable, j general single crank press. Serial #11054370166 , .1 #CC2Q~20 Litcall Motor Driven Coil cradle Reel '. ji Portage Five (5) Station Dial Machine, Serial Mo. D-137 for stale and female adapters ' ! i *f EB-2-E Parts Feeder . - ,j 30M32 - A Bowl Assembly EB-2-E C-2A Sil Shunt Controller 460/60 Serial Ho. 282366 C-52962 ' ' ' . ' ; i I| (542-2/S5) Ho. 3 ulrrsmatlc screw Machine S/H542-3-193 (com- ] bination Ho. 3341) ! (642-50-2-1/30) Brake in neutral poisiton Ho. 642-50-2-1-951 fitted to machine. .j Chip Conveyor (fitted to machine) . ! Set of special cool. Drawing Ho. MC-360 j Second operation loading arrangement j Set of standard tools to produce male &female ends of MC-360 from A casting (fitted to Machine) , ! TOTAL THIS 8HSET . ' i EXTCNBKO Bti__ Ext. Cmk'b Bn. oiaeouwr branch . 9600000aiN EXHIBIT A DATE:19. BI9UCNCC NUMBCK VjjrXilNlNtlL.L- 1IN V C.1N I UR T LOCATION;Augusta. Arkansas Pricko By i .......... fHICS9 Crt'KO BY! EXTCNOCa By: I': l79600000aiN -* i*tAEiXe. HteI&BrIuTarvAits t8 M CiKINNikL-L. INVtN I UKY |lru*Tl'">N* Auausta, Arkansas 1002 ,, Pmcra Ch'KO Bn . Ext. Cxk-o btu--..... 9960000 09IN EXHIBIT A DATE- February--28^ MANUFACTU8ER 112 ! GRINNELL INVENTORY LOCATION; ,,..... Augusta, Arkansas--12^.?--------- DESCRIPTION _____________________________ . ITEM MACHINERY - EQUIPMENT LIST - 1 - Seal-Automatic Solder Joint Fitting Testing Machine for 1/4" - 1-1/2" fittings .. Siring & Piping - 5 Sizes Work Holders .. One Markem Model 45/T Printing Machine #63092? Including: llOw, 6Qey, Single Phase Kotor & Switch with: Clutch Drive Unit, (2) Syn. Ink Rollers, 0821017 Reservoir, Spring Work Table ^racket 6 KD498 Loose Label Work Fixture, 0820863 Double Ink Roll Carrier Complete for 45A . (l)Hytrol Model "TA" Conveyor 29' long 24" vide 1/3 H.P. Motor - (1) ?' Long Parcs Conveyor 24" wide 1/3 H.P. Motor One (1) Semi-Automatic Solder Joint Fitting Testing Machine for 1-1/4" to 4" Fittings. . One (1) Set Work Holders for above machine, for 3" 450 Elbow. l*ittee Ch'ro Byi_ CxTtHocn Bvu Ext. Chs-d Bt i TOTAi. THIS SHEET 9960000 09IN EXHIBIT A ' DATE: .Jbruary_2,g, Aa.7..i-?S-. (QWtKCt _______________________ MANUFACTURER L3KIININE.L.L. LOCATION:_ DESCRIPTION ITEM IIM V fcllN I MACHINERY - EQUIPMENT LIST Two (2) Toledo Beach Model 2061 Chart AT 62% Lb. Capacity x 1 os graduations Platform Size 20" x 20" Bench Type Construction . Lyons bins, shelving and storage cabinets 1 Semi-Automatic Solder Joint Pitting Testing Machine for 1/4" to 1-1/2" Fitting with 1/2" Jaws, complete with Tooling 1 Solder Joint Pitting Drying Oven to DWG. HT-198 ACCESSORY EQUIPMENT FOR*: ; Markera Model 45A Printing Machine 063Q927 including: 110V, 60 CY, Single phase motor 6 switch with: ; clutch drive unit, (2) Syn, ink rolls, 0821017 j reservoir, spring work table bracket S KD498 loose; label work fixture, 0820663 double ink roll carrier complete for 45A J TOTAL THIS SHEET Pmcco Bit. Extcnoco St : Z9600000aiN EXHIBIT A__________ . UATEi February.. 22------------1976-- MANUFACTURER PJV NO tiKIINNkU- INVtNTORV LOCATION:--AUCUSTA.-ABXAmS.--1002DESCRIPTION________________ ITEM MACHINERY - EQUIPMENT LIST (Coat.) 588 (coat) J 0821289 Mounted on steel top stand-high; 0821857 five wheel j counter unit 0017586 masterpiece; 18 PI, CM NG type; 24PT \ CM NGDTYPE C-1.500, 1/32 Shoulder Back; 80a. tubes ) Eo-8855 Black; GAls #320 Cleaner; #9500 Treating Fluid;. ; 0650102 Treating Tubes ' PHieca Bvi Pmcsa Ch-kd Bn Extcnoco uj Ext. Cmx-o Bi i___ _____ DISCOUNT 863 ACCESSORY EQUIPMENT FORi 1 Markea Model 45A Printing Machine #630927 including; 110V, 60 Cy., Single Phase Motor & Switch 939 1 Bostitch Stapler, 1 Flap Lifter I i 1 D16AB 144.00 . ; 1 CFL ; . 2.50 4.60 Sales Tax 1.07 Trane. 1056 . .. . : . 1 - 12 ft Q.A.L. Model "PC" HYTROL CONVEYOR with . . A ... ______ ^______i . 24" x 3 ply Neoprene cleated belt with 1% high clears . ! on 12" Centers ind. 1/3 HP Motor and Controls ! . . j .. | .............. .. . Z .... . ; jl- 2 : j; 1058 1 - Toledo Bench Model 2061, Chart at 6% lb, capacity x 1 oa . graduations! Platform Size 20"x20" Bench Type construction -j TOTAL THIS SHEET 8960000 08IN EXHIBIT A hAygT^bruary 'i7 WHT ia MANUFACTURER size j CaKINNfcXJL IN Vh,N I'OKY AUGUSTA, ARKANSAS 1Q02 DESCRIPTION* 1 * 3 ITEM FJV SO, MACRMERT - SQUIFMEHT LIST {Coat.) 4-Sections - each 10' long roller conveyor 2-45 degree curves 6-G1 25" - #25 Supports . 1 - Semi-Automatic Solder Joint'Fitting resting Machine for 1/4" to 1-1/2" fittings with 1/2" Jaws I j 3 - Semi-Automatic Solder Joint Fitting Testing Machines for 1/2" to 1-1/2" Fittings 3 - Semi-Automatic Solder Joint Fitting Testing Machines for 1-1/2" to 2-1/2" Fittings ^264 Solder Joint Fitting Drying Oven 1165 ; 1 - Bostitcb P16AS Box Sealer 1166 ; 1 - Bostitch FC "Golden Belt" Box Bottotner Serial #3123 TOTAL THIS SHEET Fatcco Pmc Ch'ko * cxrcMBso Bt:__ - ' ` Ext. Chk-o art. DICOOr.r RA*CH COST 6960000 09IN EXHIBIT A DATE:__fi'hruflty .28j_ cducnci _____ -_____ MtlMBM MANUFACTURER -10 8,2K ljK!ININfc.l_L. IINVtiNlUKY t nratian- ATOUSTA. ARKANSAS 1002 DESCRIPTION [ ITEM . CATALOS . _ MACHINERY - EQUIPMENT LIST (Cont.) Roicko hyi-- Price* Ch'AO 1 - 12 Ft. Oal Model PC Hytrol Conveyor with 24" x 3 ply Keorrene Cleated Belt with 1-1/2 High Clears on 12" Centers 30" Wide Slider Bed 10" High Supports at Infeed End 3-1/2" High Solid Guard Rails 20 PPM constant belt spaed 1/3 HP 200/400/3/60 Motor Wire for 220 Volts less Electric controls less Portable Base * 4 - Sections - each 10' long gravity conveyor 2-45 degree curves . 6 - Supports 1-Toiedo Bench Scale Model 2061-004 chart AT 623* lb, capacity x 1 oz graduations Platform sire- 20"x2G" Bench Type Construction . Serial #3957 1 - ACME STEEL BOX STITCHER Model H12 P Silver Stitcher Serial No. 27538 Trip Mechanical 1/3 HP Motor 1 - Pitney-Bowes Addresser Printer Model 730, Label Transfer1 Attachment, Counter Attachment, Plate File Cabinet, Serial #317811 TOTAL THIS SHEET E*thoo U' K*T. Chk'U I OZ600000aiN EXHIBIT A DATE;February 28, 1974_ asouCnc* MUUBKfl MANUFACTURER S,ZE _ PJV NO CiKllNNfc.L.1- INVfcUN I UKY i ArATinM -AUGUSTA, ARKANSAS 1002 DESCRIPTION j ITEM MACHINERY _ EQUIPMENT LIST (Cont.) - CATALOG 1017 . 'l .. . 1681 1 Portage 2 Spindle, 1/2, 3/4 and 1 CxC Sweat Fttg. 90 Elbow Machine Left/Band 1 Portage three Spindle Tee Machine lor 1/2, 3/4 and 1 CxCxC | . Sweat Fttgs.- j Chip Conveyors, Fuses, Magazines and jaws. Switch '* j i !- J1 - USED #5 Warner 4 Swasey Turret Lathe SN 1514615 with 12" 2 Jaw Air Chuck Assembly Installed on Machine. j. eaten Cwkb i ExTredco B:_ EXT. Ckk-o Bti OPERATIONS STAFF- February 28, 1974 TOTAL THIS SHEET I3T GrinneU Corporation Providence, Rhode Island CERTIFICATE Gentlemen: Re: Agreement dated April 1, 1974 between NIBCO, Inc. (HIBCO) and ITT GrinneU Corporation (Grinnell) for the purchase by RIBCO of certain Grinnell assets at Augusta, Arkansas As Vice President of NIBCO, Inc. I hereby certify that the representations and warranties made by NIBCO in the Purchase/sale Agreement of April 1, 1974 between NIBCO, Inc. and Grinnell for the purchase by NIBCO from Grinnell of certain assets at the Grinnell plant at Augusta, Arkansas are true in every material respect on and as of this closing date with the same effect as though such representations and warranties had been made on and as of .this date. DATS: fkfiAiL. NIBCO000971 n run iu ITT GrinnellCorporation Executive Offices. 260WestExchange Street Providence, Rhode Island02901 Telephone (401! 831-7000 .NIBCO, Inc. Elkhart, Indiana CERTIFICATE Gentlemen: Re: Agreement dated April 1, 1974 . between NIBCO, Inc. (NIBCO) and ITT Grinnell Corporation (Grinnell) . . for the purchase by NIBCO of certain Grinnell assets at Augusta, Arkansas . . As Vice President, Secretary, and General Counsel of ITT GRINNED!* CORPORATION, I hereby certify that the representations and warranties made by Grinnell in the Purchase/Sale Agreement of April 1, 1974 between NIBCO, Inc. and Grinnell for the pur chase by NIBCO from Grinnell of certain assets at the Grinnell plant at Augusta, Arkansas are true in every material respect on and as of this closing date with the same effect as though such representations and warranties had been made on and as of this date. DATE /f^Ao/^,/777 Vice President^/^ecretary ahS7 General Counsel i NIBCO000972 i-t- ITT Grinnel/ Corporation Executive Offices 260 WestExchange Street Providence, RhodeIsland02901 Telephone (4011831-7030 NIBCO, Inc. Elkhart, Indiana Gentlemen: Re: Agreement dated April 1, 1974 between NIBCO, Inc. (NIBCO) and ITT Grinnell Corporation (Grirmell) for the purchase by NIBCO of certain Grinnell assets at Augusta, Arkansas This opinion is being prepared and will be delivered to you pursuant to Section 10.2 of the above-described Agreement. .. I am Counsel for Grinnell. I am familiar with affairs of Grinnell including its corporate organization, power, and authority to conduct business. I have examined the above-described Agreement, the Certificate of Incorporation, By-laws, and other documents of Grinnell, and I have made such examination of the law as I deemed necessary to render this opinion. ' I am of the opinion that: a) Grinnell is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. b) Grinnell has power to own its properties in all states, including properties in Arkansas. c) The execution and delivery of the above-described Agreement did not, and the consummation of the transactions contemplated thereby will not, violate any provision of the Articles of Incorporation or By-laws of Grinnell. NIBCO000973 r I8BP runted I to NIBCO, Inc. PAGE 2 d) Grinnell has taken all action required by law, its Certificate of Incorporation, By-laws, or otherwise, to authorize such execution, delivery, and con summation. DDM/bac NIBCO000974 CERTIFICATION ITTGrinned Corporation Executive Offices 260 West Exchange Street Providence, Rhode Wand 02901 Telephone (401} 831-7000 I, David D. MeKenney, Secretary of ITT GRINNELL CORPORATION, hereby certify that at a meeting of the Executive Committee of the Board of Directors of the Company held on April 17, 1974 in New York City at 6:00 p.m. in the evening pursuant to notice duly sent to all members of the Committee at which meeting a quorum was present and acting throughout, it was moved, seconded, and unanimously VOTED; That the sale to NIBCO, Inc., an Indiana corporation, headquartered at Elkhart, Indiana, of assets of the Company located at Augusta, Arkansas in accordance with the terms of a PURCHASE AGREEMENT dated April 1, 1974 is hereby approved and said AGREEMENT is hereby ratified, and the President, any Vice President, and the Secretary of the Company are hereby authorized to sign, alone or jointly, on behalf of the Company, any deed, bill of sale, representation, warranty or other document which in the opinion of counsel for the Company is necessary or appropriate to carry out the provisions of the Agreement and the intent of this resolution. I further certify that the above vote is in full force and effect on the date of the signing of this certification and has not been cancelled or modified. And I further certify that the By-Laws of the Company extend to the Executive Committee of the Board of Directors all the powers of the Board of Directors except the power to declare dividends and except the power to amend the By-Laws. NIBCO000975 in ruin n ITT Grinnell Corporation Executive Offices 260 West Exchange Street Providence, Rhode Island 02S01 Telephone (4011831-7000 HIBCO, Inc. Elkhart, Indiana ASSIGNMENT Gentlemen: Re: Agreement dated April 1, 1974 between NIBCO, Inc. (NIBCO) and . ITT Grinnell Corporation (Grinnell) for the purchase by NIBCO of certain ________Grinnell assets at Augusta, Arkansas . ; This Assignment is prepared and will be delivered to you pursuant to Section 10.7(c) of the above-described Agreement. Grinnell hereby assigns, sells, transfers and sets over to NIBCO all of its right, title, and interest in all licenses, permits and leases referred to in Section 1.1(c) of the above-described Agreement. .. ' These licenses, permits, and leases include, but are not limited to, the licenses, registrations, permits, contracts, agreements, purchase arrangements, certificates, memberships, deposits, and leases listed on Exhibit 1.1(c) attached hereto. In making this Assignment, Grinnell does not represent that any of its rights, title, and interests assigned are, in fact, assignable or are assignable without the permission of one or more third parties. Grinnell agrees that with respect to the licenses, permits, . .leases, etc. listed on Exhibit 1.1(c) it will not take any step to terminate any of the same or to seek a return of deposit or of a pro rated portion of any payment made for a period extending beyond the Closing date. NIBCO000976  -F JSSB to NIBCO, Inc. PAGE 2 . Grinnell agrees that, after the Closing, it will execute individual assignments to NIBCO of Grinnell*s right, title and interest in any of the licenses, permits, etc. listed on Exhibit 1.1(c). .. ITT GRINNELL CORPORATION NIBCO000977 EXHIBIT 1.1(c) . ; 1. Ford Station Wagon, 1972, #2U74S146783, Title, Registration and License. 2. Ford Dumptruck, 1964, #F6QAH516?73. This truck was originally . purchased by ITT Grinnell in 1964. It was not licensed until 1970. The only license granted is non-negotiable and the registration is non-negotiable. According to the Motor Vehicle Department, ITT Grinnell should give NIBCO a notarized Bill of Sale and NIBCO could then purchase a non-negotiable registration certificate. 3. Boiler Annual Inspection Certificate. 4. ADT-Security System, Purchase Order #AUG-5962. 5. Mobile Homes: A. Office Trailer, Certificate of Origin; B. Econohorae (two bedroom). Certificate of Origin; C. La Grande (three bedroom). Certificate of Origin; D. Ponda-Rosa (three bedroom). Certificate of Origin. Melvin Jones, employee, has a contract with ITT Grinnell with respect to D. Apparently NIBCO is willing to continue the contract arrangement with Mr. Jones if he is hired by NIBCO. The Certificate of Origin will be ' separately assigned by ITT Grinnell to NIBCO for subsequent assignment to Mr. Jones upon his exercising his option to purchase 6. Two memberships at Woodruff Electric, one in the name of Augusta Corporation and the other in the name of Grinnell Corporation. 7. Memberships at Searcy Country Club, in the. name of ITT Grinnell and Ken Ingle. .. 8. Two deposits with Arkansas Power & Light Company in the name of ITT Grinnell. . 9. Mobile Oil Co., Purchase Agreement. .. 10. Business Music of Arkansas, Purchase Order AUG-2537. 11. Vending Machines, Canteen Service, Inc., Contract. 12. NCR-Accounting Machine, Maintenance Service Purchase Order #AUG--6076. , -. NIBCO000978 .13 . Leeds & Northrup Maintenance Service for Furnace Instruments, Purchase Order #AUG-6132.. . 14. F. & E. Check Protector Company Maintenance Service,; Purchase Order #AUG-5215. -5-s--"Truck hrnes Contract . 16. Crop Lease - Verbal with Mr. Dick Connor, Augusta, Arkansas, based on 1/4 crop from 60 acres. . .. 17. Pitney Bowes, Postage Meter Rental Purchase Order #AUG-6147. 18. Pangborn Corp., Shot Blast Machine Maintenance Service Purchase , Order #AXJG-3836. - 19. Acme Resin Co., Resin Purchase Order #AUG~5954. . 20. Hyster Company, Fork Lift Truck Maintenance Service Purchase Order #AUG--5012. . . .. 21. Rate Schedules, Electricity, Water and Gas, no contracts. 22. Xerox Corporation, Xerox Machine Rental Purchase Order #ADG-6145. 23. Water Drainage, verbal agreement with Mr. John Eldridge and Bob Haralson, Augusta, Arkansas, adjacent landowners, to permit excess water drainage from west side of our property across their land. 24. Sewage Oxidation Pond Permit. . NIBCO000979 i.i ITTGrinnei! Corporation Executive Offices MO West Exchange Street Providence, Rhode island 02901 Telephone f401} 831-7000 ASSIGNMENT For value received, the undersigned, ITT Grinnell Corporation, transfers to NIBCO, Inc. the vehicles and mobile homes listed below, and warrants to NIBCO, Inc. that, except as noted, said vehicles and mobile homes are free and clear of any liens and encumbrances: 1. Ford Station Wagon, 1972 - No. 2U74S146783 2. Ford Dump Truck, 1964 - No. 760AH516773 3. Diversa Mobile Home, 1972 - No. 5086 4. Diversa Mobile Home, 1972 - No. 6128 5. Diversa Mobile Home, 1972 - No. 6492 6. Modular Housing Mobile Home, 1973 - No. P-7411, leased to a Mr. Melvin Jones by a LEASE dated December 28, 1972. ITT GRINNELL CORPORATION STATE OF MICHIGAN ) COUNT! OF mxm ) The foregoing instrument was acknowledged before me this 29th day of April, 197^ by David D. jfcKenney, Vice President and General Counsel of ITT Grinnell Corpo ration, a Delaware corporation, on behalf of Incorporation. ^ A ) Notary Public Wayne County, Michigan . .. W commission expires: "`V'"' ^-/f" 7^ NIBCO000980 /e.^S/79fAT7AS \ vj n ^N \N sJ u y ^N N N ^ \ X\ N ^I ! *^ ,,V ^S ^w as S407V&- NIBCO000981 r y->-o r~3/ n.. July IS, 1974 Mr. David D, McKenney Vice-?residen t & General Counsel ITT-Grinnell Corporation 260 West Exchange Street Providence, Rhode Island 02901 Dear Mr. McKenney; One item we have yet to resolve on the purchase of Augusta by NIBCO concerns the licensing of the dump truck. Paragraph two (2) of exhibit 1,1 (c) of the Sales Agreement states: Ford Dumptruck, 1964, #F60AH516773, This truck was originally purchased by the Augusta Corporation, a division of Grinnell Co. in 1964, It was not licensed until 1970. The only license granted is non-negotiable and' the registration is non-negotiable. According to the Motor Vehicle Department of Arkansas, ITT-Grinnell should give NIBCO a notorized Bill of Sale and NIBCO could then purchase a Non-negotiable Registration Certificate," Accordingly, we are requesting that a notorized Bill of Sale be prepared and sent to NIBCO. Sincerely, KEI:af . cc: Jerry Hampel NIBCO OF AUGUSTA/AUGUSTA, ARKANSAS 720Q6/PHONE (SOI) 347-2503/TWX 910 72Q-5 NIBCO000982 \\ \ 1 <\ V f'- N NIBCO000983 NIBCO000984 'S H! I Hi ft x ft ft ft ft m ft NIBCO000985 i `7 CERTIFICATE OF TITLE ITTGrinnell Corporation Executive Offices 260 West Exchange Street Providence, Rhode Island 02901 Telephone (401) 831-7000 As Vice President, Secretary, and General Counsel of ITT Grinnell Corporation (hereinafter "Grinnell''}, I hereby certify that Grinnell has full, complete, and unencumbered title, except as noted hereinafter, to the following vehicles and mobile homes: 1. Ford Station Wagon, 1972 - Ho. 2U74S146783 2. Ford Dump Truck, 1964 - Ho. 760&H516773 3. Diverse Mobile Home, 1972 - Ho. 5086 4. Diversa Mobile Home, 1972 - Ho. 6128 5. Diversa Mobile Home, 1972 - Ho. 6492 6. Modular Housing Mobile Home, 1973 - Ho. P-7411, leased to a Mr. Melvin Jones by a LEASE dated December 28, 1972. yja ^ NIBCO000986 /.UT-- ITT GrinnellCorporation Executive Offices; 260 WestExchange Street Providence, Rhodeisland02901 Telephone {401} 831-7000 NIBCO, Inc. Elkhart, Indiana Gentlemen: As Vice President, Secretary, and General Counsel of ITT GRINNELL CORPORATION, I. hereby certify: That all ad valorem real and personal property taxes, or other taxes in lieu thereof, for the years up to and including the year 1973 with respect to the Acquired Assets defined in the Purchase/Sale Agreement of April 1, 1974 between our companies, are fully paid to the taxing authorities by ITT Grinnell Corporation. . NIBCO000987 H, AGREEMENT . ITTGrinnell Corporation Executive Offices 250 West Exchange Street Providence, Rhode Island 02301 Telephone (401/ 831-7000 ' Re: Agreement dated April 1, 1974 between NIBCO, Inc. (NIBCO) and ITT Grinnell Corporation (Grinnell) for the purchase by NIBCO of certain Grinnell assets at Aucrusta. Arkansas NIBCO agrees that: . All sales taxes and recording costs payable in respect of the consummation of the transactions contemplated by the above-described Agreement will be paid by NIBCO. NIBCO, INC. NIBCO000988 S.'./*" 39th April 1974 ITTGrinnell Corporation Executive Offices 260 West Exchange Street Providence, Rhode island 02901 Telephone (401) 831-7000 NIBCO, Inc. 500 Simpson Avenue Elkhartj Indiana U65lk Gentlemen: please refer to the Purchase Agreement dated April 1, 1974 between you and us. The closing pursuant to that Purchase Agreement is taking place today. This is to confirm our agreement that you will honor and pay all invoices for all supplies, including spare parts for equipment, fixtures, molding sand and core resins which are delivered after today's date to the extent such supplies including such spare parts for equipment, fixtures, molding sand and core resins were ordered by us in the ordinarycourse of business. Please acknowledge your agreement as to the foregoing. Agreed to and accepted NIBGO, Inc. 7?Vi President Vice President NIBCO000989