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EXHIBIT 10.44
FIRST AMENDMENT TO DISTRIBUTION
AND INTERIM SERVICES AGREEMENT
THIS FIRST AMENDMENT TO DISTRIBUTION AND INTERIM SERVICES AGREEMENT
(this "Amendment") is made and entered into as of January 27, 1998 by and
between COMMERCIAL INTERTECH CORP., an Ohio corporation ("Commercial Intertech")
and CUNO INCORPORATED, a Delaware corporation ("CUNO").
W I T N E S S E T H:
WHEREAS, Commercial Intertech and CUNO are parties to that certain
Distribution and Interim Services Agreement (the "Agreement") dated as of
September 10, 1996, entered into in connection with the distribution of CUNO
Common Stock (as defined in the Agreement) to the holders of Commercial
Intertech Common Stock (as defined in the Agreement) as part of the spin-off of
CUNO;
WHEREAS, the Agreement sets forth certain agreements relating to the
transactions necessary to effect such distribution of CUNO Common Stock and the
spin-off of CUNO, and certain agreements between the parties in connection with
the conduct of business (and sharing of services) thereafter; and
WHEREAS, Commercial Intertech and CUNO desire to amend the Agreement to
provide that corporate opportunities relating to the Cuno Business (as defined
in the Agreement) shall be the property of CUNO.
NOW, THEREFORE, for the good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Corporate Opportunities. Section 3.09 of the Agreement shall be
amended to provide that corporate opportunities relating to the
CUNO Business shall be the property or corporate opportunity of
CUNO, and as such, Section 3.09 shall be deleted in its entirety
and replaced with the following:
"SECTION 3.09 Corporate Opportunities. The parties hereto
acknowledge that certain of the director and officers of CUNO
or a CUNO Subsidiary may also be a director or officer of
Commercial Intertech or a Commercial Intertech Subsidiary
following the Distribution Date. In connection with the
foregoing, the parties hereto agree that following the
Distribution Date, no opportunity, transaction, agreement or
other arrangement of which an officer or director of
Commercial Intertech, a Commercial Intertech Subsidiary or any
other Person in which Commercial Intertech or any Commercial
Intertech Subsidiary acquires a financial interest, is a party
or has knowledge, shall be the property or corporate
opportunity of CUNO or any CUNO Subsidiary, unless such
opportunity, transaction, agreement or other arrangement
relates to the ownership of interests in or the management and
operation of the CUNO Business, in which case such
opportunity, transaction, agreement or other arrangement shall
be the property of CUNO or such CUNO Subsidiary, as
appropriate."
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2. Definition of CUNO Business. The definition of CUNO Business for
purposes of this Amendment shall be the definition contained in
the Agreement, restated as follows:
"CUNO Business: the fluid purification business conducted, as
of the date of the Agreement, by Commercial Intertech, CUNO
and their respective Subsidiaries through the use of the CUNO
Assets, and after the Distribution Date to be conducted by
CUNO and the CUNO Subsidiaries."
3. Terms: Effect of Amendment. All capitalized terms used in this
Amendment but not otherwise defined herein shall have the meanings
given to them in the Agreement. All other terms and provisions of
the Agreement not modified by this Amendment shall remain in full
force and effect.
4. Strict Construction. The language used in this Amendment will be
deemed to the language chosen by the parties hereto to express
their mutual intent, and no rule of strict construction will be
applied against any party hereto.
5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of
which, when taken together, shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.
COMMERCIAL INTERTECH CORP. CUNO INCORPORATED
By: /s/ Xxxxxxx X. Manchester By: /s/ Xxxx X. Xxxxxx
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Xxxxxxx X. Manchester Xxxx X. Xxxxxx
Vice President, General Counsel and Chief Executive Officer
Assistant Secretary
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