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EXHIBIT 10.22
[EDELBROCK LOGO]
XXX XXXXXXXXX
PRESIDENT
August 20, 2001 VIA AIRBORNE NEXT DAY
Xxx Xxxxxxxxxx
President
Ricor, Inc.
General Partners of Ricor Racing and
Development, L.P.
00 Xxxx Xxxxxx, Xxxxx 0
Xxxxxx Xxxxx, XX 00000
RE: License Agreement Between Ricor Racing and Development L.P. and
Edelbrock Corporation, Dated February 2, 1996
Dear Xxx:
Pursuant to Section 8.1(b) of the above-referenced License Agreement (as
amended) (hereinafter, the "Amended License Agreement"), Edelbrock Corporation
hereby converts to non-exclusive licenses, the exclusive licenses granted to it
pursuant to the Amended License Agreement including the exclusive licenses
granted under Sections 2.1 (as restated in Section 2 of Amendment 4) and 2.2,
and under Section 1.1 of Amendment 5. This letter serves as the thirty (30) day
notice for such conversion required under Section 8.1(d) of the Amended License
Agreement (as restated in Section 2(d) of Amendment 2).
Accordingly, Xxxxxxxxx is relieved of its obligations under the Amended License
Agreement, (i) to meet the minimum goals set forth in Section 8.1(b) (as
restated in Section 5(d) of amendment 4), (ii) to make the minimum royalty
payments required under Section 2.5(g) (as restated in Section 5(c) of
Amendment 4), and (iii) to pay the Development Fees specified in Section 7 of
Amendment 4 (as restated in Section 1.1 of Amendment 5).
Further, Section 5 of Amendment 4 indicates that Xxxxxxxxx is entitled to deduct
amounts due it in recognition of the advance royalty payments made by Edelbrock
from any future royalty payments due under the non-exclusive licenses until all
such prepaid royalties are repaid. Xxxxxxxxx, however, is willing to discuss
alternative arrangements whereby Edelbrock will make royalty payments for its
non-exclusive licenses in full with the prepaid royalties being repaid according
to a mutually agreeable schedule. Please let me know if you wish to discuss such
alternative arrangements.
Do not hesitate to contact me if you have any questions or require
clarification of Xxxxxxxxx's position concerning this letter.
Sincerely,
/s/ XXX XXXXXXXXX
Xxx Xxxxxxxxx
President and C.E.O.
VE:lm
cc: Xxxxx XxXxxxx - Xxxxx, Day
