EXHIBIT 10.03
June 5, 2001
International Knife & Saw, Inc. ("IKS")
ATTN: Xxxxxxx Xxxxxx
0000 Xxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Sirs:
By this letter the undersigned agree, upon their acquisition of all of the
shares of IKS Klingelnberg GmbH ("IKSK"), to cause IKSK to continue the current
trading arrangement between IKS and IKSK regarding products currently
manufactured by IKSK and purchased by IKS ("IKSK products") for a period of 18
months from the date of this letter (the "Term"), subject to and in accordance
with the following:
1. During the Term, IKS agrees to purchase the IKSK products, and any other
products to the extent available from IKSK, exclusively from IKSK. Excepted from
this exclusivity obligation will be purchases by IKS for purposes other than
resale to third parties.
2. Subject to the terms of this letter agreement IKSK will not sell IKSK
products in North America to third parties for a period of 12 months from the
date of this letter agreement (the "NC Term"). Excepted from this will be sales
by IKSK to third parties consistent with past practices.
3. IKSK shall have the right to terminate the TA with immediate effect if:
(a) there is any change in the ownership and/or control of IKS or its
business, the result of which is that IKS or the business of IKS is owned or
controlled, directly or indirectly, completely or (in IKSK's good faith opinion)
materially by any competitor of IKSK; or
(b) IKS defaults in and does not cure within 10 days of its receipt of any
notice of default of any material element of the TA, including, without
limitation, any significant variance from historical norms of order/purchase
volume, payment terms, etc; or
(c) IKS defaults in its performance under item 1.
4. In the event of a termination pursuant to item 3, (a) IKSK will agree to
fulfill all previously accepted orders from IKS on a C.O.D. basis and (b) IKSK
will not be restricted under item 2.
International Knife & Saw, Inc. ("IKS")
ATTN: Xxxxxxx Xxxxxx
June 5, 2001
Page Two
5. It is understood and agreed that IKSK, the undersigned, and/or any
affiliate of any of same may acquire and/or enter into transactions with persons
or entities that currently compete with IKS ("IKS Competitors"). In any such
case, during the NC term, in addition to item 2, IKSK, the undersigned, and/or
any affiliate of any of same agree that:
(a) they will not share with the IKS Competitor any confidential competitive
information concerning IKS; and
(b) to the extent it is within their control, they will restrict the IKS
Competitor from selling to existing IKS customers any products that compete with
IKSK products then being sold to such customers by IKS except to the extent that
the IKS Competitor already may be selling such competing products to such
customers.
Please indicate your agreement to and acceptance of the foregoing by signing
below.
TKM
By: /s/ Xxxxxx Xxxxx /s/ Diether Klingelnberg
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Xxxxxx Xxxxx Diether Klingelnberg
Agreed and Accepted:
IKS
By: /s/ X. Xxxxxx Date: June 5, 2001
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X. Xxxxxx
