Exhibit (a)(12)
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DDJ Capital III, LLC
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April 24, 1998
Xxxxxxxxxxx Xxxxxx
Chairman
Trikon Technologies Ltd.
Xxxxxxxx Way Newport NP6 2TA UK
Dear Xx. Xxxxxx:
This letter is being issued in the context of B III Capital Partners,
L.P. ("B III") participating in the restructuring of convertible debt issued by
Trikon Technologies (the "Company"). B III currently holds approximately
$17,500,000 face amount of the Company's convertible debt. In the event of such
restructuring, B III desires to actively assist the Company in reviewing certain
proposals and suggestions that may arise and the Company desires such
assistance. Upon the consummation of such restructuring, in order to facilitate
B III's input, the Company agrees to grant to B III the management rights
("Management Rights") described below:
a) the right to discuss the business operations, properties and
financial and other condition of the Company with the Company's management;
b) the right to submit proposals or suggestions to the Company's
management from time-to-time and the Company's management will discuss such
proposals or suggestions with B III within a reasonable period after such
submission;
c) upon reasonable prior written notice, the right to inspect the
Company's books and records, to inspect its business premises and other
properties, to receive financial statements, operating reports, budgets or other
financial reports of the Company, and to reasonably request information at
reasonable times and intervals concerning the general status of the Company's
financial condition and operations; and
d) as part of the restructuring, the right to nominate one member of
the Board of Directors of the Company.
B III agrees that except as may be required by law, rule, regulation,
legal process or regulatory authority, any non-public information received from
the Company hereunder (the "Information") will be treated as confidential and
will not be disclosed by X XXX or made available to any third party (other than
any of B III's partners, employees, advisers, attorneys, accountants or agents
which B III reasonably believes have a need to know such information and which
agree to be bound by the confidentiality provisions set forth herein) without
the Company's prior written approval and without safeguards for protecting such
information. B III agrees that it shall use its reasonable efforts to maintain
the confidence of all Information disclosed to it pursuant to this letter
agreement, except that (i) B III may disclose any Information to any Person with
whom B III is discussing a potential sale of any Securities, provided that such
Person executes a confidentiality agreement substantially similar to this
paragraph in favor of the Company and (ii) to the
Xx. Xxxxxxxxxxx Xxxxxx
April 24, 1998
Page Two
extent that B III is requested or required (by deposition, interrogatories,
subpoena or otherwise) as part of an action, suit, proceeding or investigation
by or before any court or governmental authority. Notwithstanding the foregoing,
"Information" excludes any of the foregoing that has entered the public domain
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through no fault of B III, that an authorized executive officer of the Company
has authorized for public dissemination, that was known to or possessed by B III
prior to its discussion with the Company of the transactions contemplated in the
first paragraph of this letter agreement and other than through disclosure or
delivery by the Company, or that was learned or obtained by B III from sources
having no duty of confidentiality to the Company. B III may decline to receive
Information by providing written notice to the Company.
B III's rights and the Company's obligations hereunder shall expire at
such time when B III owns beneficially less than 5% of the outstanding common
stock of the Company.
Please acknowledge your agreement by signing below and returning the
executed letter via telecopier and regular mail to :
Xxxx X. Xxxxxxx
DDJ Capital Management, LLC
000 Xxxxxx Xxxxxx, Xxxxx 0
Xxxxxxxxx, XX 00000
Telecopier: 000-000-0000
Thank you for your consideration.
Very truly yours,
B III CAPITAL PARTNERS, L.P.
By: DDJ Capital III, LLC, as General Partner
By: DDJ Capital Management, LLC, as Manager
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Member
The Company hereby agrees to the proposed grant to B III of the Management
Rights described herein.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Chairman
Date: 4/24/98
