[Kaynar Technologies Inc. Letterhead]
January 13, 1999
HAND DELIVERED
Boeing Commercial Airplane Xxxxx
Xxxxxxxx Division
P.O. Box 3707
Seattle, Washington 98124-2207
Attention: Xxxxx X. Xxxxxxx
Re: GENERAL TERMS AGREEMENT NO. BCA-65751-029
Dear Xx. Xxxxxxx:
Kaynar Technologies Inc. ("KTI") has recently entered into a merger
agreement with The Xxxxxxxxx Corporation ("Xxxxxxxxx"), and its wholly owned
subsidiary, Dah-Dah, Inc. (the "Xxxxxxxxx Sub"). Upon satisfaction of the
conditions set forth in the merger agreement, the Xxxxxxxxx Sub will merge into
KTI and KTI will become a wholly owned subsidiary of Xxxxxxxxx.
KTI has previously entered into the General Terms Agreement, No.
BCA-65751-029, dated as of September 20, 1996 (the "Agreement") with The Boeing
Company ("Boeing"). This notice and request for consent is provided in
accordance with sections 25.1 and 25.3 of the Agreement. In particular, we
request that Boeing waive its right to exercise the license rights in the
Licensed Property (as defined in the Agreement) under subsection 24.0(b) of the
Agreement, a copy of which is attached hereto, as a result of the merger with
the Xxxxxxxxx Sub. We understand that the waiver (i) is conditioned upon the
acquisition of Kaynar by Xxxxxxxxx (or a subsidiary of Xxxxxxxxx) on or before
June, 1999, after which date the waiver will expire unless it has been extended
in writing by an authorized representative of Boeing, and (ii) applies to
subsection 24.0(b) only. To confirm your acknowledgment, and waiver with respect
to the transactions contemplated by the merger agreement, please execute and
return this document to my attention.
Your prompt attention to this matter would be greatly appreciated. If
you need any additional information, please call me. Because we are in the
process of completing a merger involving publicly traded corporations, we ask
that you keep this request confidential.
Very truly yours,
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Chairman and Chief Executive Officer
ACCEPTED AND AGREED:
THE BOEING COMPANY
by and through its division
Boeing Commercial Airplane Group
By: /S/ XXXXX X. XXXXXXX
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Name: XXXXX X. XXXXXXX
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Title: CONTRACT ADMINISTRATOR
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