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EXHIBIT 10.8
December 2, 1997
Culligan Water Technologies, Inc.
Xxx Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Dear Sirs:
This letter agreement (the "Letter Agreement") confirms our
mutual understandings following the consummation of the transactions
contemplated by the Securities Purchase Agreement (the "Securities Purchase
Agreement"), dated December , 1997, between you (the "Investor") and us (the
"Company").
The parties hereto hereby agree as follows:
1. Use of the Investor's Sales and Service Network. The
Company and the Investor will explore opportunities that may result in mutual
benefits from the Company's use of the Investor's sales and service network to
procure, service and maintain accounts for the Company. Notwithstanding the
foregoing, except for the obligation to explore such opportunities in good
faith, the Investor shall have no obligation to provide the Company with use of
the Investor's sales and service network.
2. Development of Supermarket Vended Bottled Water
Business. The Company and the Investor will explore opportunities for the
development of a supermarket and grocery store vended bottled water business
and the use of the Investor's "Water by Culligan(R)" trademark in that
business. Notwithstanding the foregoing, (a) the Company and the Investor may
each seek to develop such a business independently of the other and/or with
others and (b) except for the obligation to explore such opportunities
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Culligan Water Technologies, Inc.
December 2, 1997
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in good faith, the Investor shall have no obligation to provide the Company
with the use of such trademark in connection with any such business.
3. Right of First Negotiation. The Company grants the
Investor a right of first negotiation to supply all water filtration and
treatment components which the Company may require after the date hereof for
its ice machines, ice plants and water vending machines. The Investor agrees
to offer the Company prices on such water filtration and treatment component
equipment within the range that the Investor then generally charges its dealers
for such equipment.
4. Public Announcements. Except as may be required by
applicable law in the reasonable opinion of counsel to each of the parties
hereto, neither of the parties hereto shall make any public announcement
pertaining to the transactions contemplated by the Securities Purchase
Agreement without the prior written consent of the other party hereto (which
consent shall not be unreasonably withheld).
5. Effect of Agreement. It is understood that this
Letter Agreement constitutes a statement of our mutual intentions and specifies
our agreement as to the possible business opportunities described in Sections 1
and 2 hereof (the "Business Opportunities"). This Letter Agreement does not
obligate either of the parties hereto to consummate any of the Business
Opportunities and does not purport to set forth all of the issues that would
need to be resolved before an agreement thereon would be reached in order to
proceed with each of the Business Opportunities and, therefore, does not
constitute a binding commitment with respect to any of such Business
Opportunities. A binding commitment with respect to the Business Opportunities
will result only from the execution of definitive agreements with respect to
each of such Business Opportunities, subject to the conditions expressed
therein.
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Culligan Water Technologies, Inc.
December 2, 1997
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This Letter Agreement shall be governed by the laws of the
State of Illinois and may be executed in counterparts, each of which will be
deemed an original but both of which together will constitute one and the same
instrument.
If the foregoing accurately summarizes our understanding,
please return a signed copy of this Letter Agreement to the undersigned.
Very truly yours,
PACKAGED ICE, INC.
By:
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Name: X.X. Xxxxx III
Title: President
Accepted and Agreed to:
CULLIGAN WATER TECHNOLOGIES, INC.
By:
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Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President, General
Counsel and Secretary
Date: December 2, 1997
