Exhibit 10.12 Certain
portions of this
Exhibit have been
omitted and filed
separately with
the Securities and
Exchange Commission
pursuant to a
request for
confidential
treatment. The Symbol
"****" has been
inserted in place of
the portions so
omitted.
CONSENT AND AGREEMENT
THIS CONSENT AND AGREEMENT made between Hunter Drums Limited ("HDL")
and Mauser-Werke GmbH ("Mauser") as of the 29th day of September, 1997.
WITNESSETH THAT:
WHEREAS HDL and Mauser entered into a Know-How and Patent Licensing
Agreement dated July 31, 1996 ("L-Ring License") in respect of the manufacture
by HDL of L-Ring Plastic Drums using Mauser Patents and Know-How;
AND WHEREAS HDL and Mauser entered into a Know-How and Patent Licensing
Agreement dated July 31, 1996 ("Open-Top License") in respect of the manufacture
by HDL of Open-Top Plastic Drums using Mauser Patents and Know-How
(collectively, the L-Ring License and the Open-Top License are referred to
herein as the "Licenses");
AND WHEREAS under the terms of each License, Mauser has the right to
cancel such Licenses in the event that one of Mauser's competitors acquires a
participation in HDL and thus obtains a possibility of inspection or
influence or control of HDL;
AND WHEREAS the shareholders of HDL are negotiating a proposed
transaction to sell or otherwise dispose of ("Transfer") all of the issued and
outstanding equity securities of HDL to HDL Acquisition Inc., an Ontario
corporation, which is a wholly owned subsidiary of Xxxxxxx-Xxxxxxx Holdings,
Inc. ("Xxxxxxx-Xxxxxxx");
AND WHEREAS HDL has requested that Mauser consent to the Transfer,
waive any rights it may have to cancel the Licenses as a consequence of the
Transfer and agree that the Licenses continue in full force and effect
notwithstanding the Transfer;
AND WHEREAS Mauser is willing to grant such consent and agreement;
NOW THEREFORE in consideration of the premises and other good and
valuable consideration, (the receipt and adequacy of which is hereby
acknowledged), the parties hereby agree as follows:
1. Mauser hereby consents to the Transfer, waives any rights it may
have to control the Licenses as a consequence of the Transfer and agrees
that each of the Licenses continues in full force and effect notwithstanding
the Transfer.
1
2. HDL agrees to advise Mauser promptly upon the signing of an agreement
relating to the Transfer and upon the closing of the Transfer.
3. Mauser further agrees that upon the closing of the Transfer, the life
of each License will be extended to coincide with the Life of Agreement
set out in Article 11 of the Know-How and Patent Licensing Agreement
between Mauser and Xxxxxxx-Xxxxxxx, dated January 1, 1995.
IN WITNESS WHEREOF this Consent and Agreement has been executed by the
parties hereto as at the date first above written.
MAUSER-WERKE GMBH
Per: /s/ Xx. Xxxxx Xxxxxxxxx
----------------------------------
Xx. Xxxxx Xxxxxxxxx
President & C.E.O.
HUNTER DRUMS LIMITED
Per: /s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
President
Signed under the precondition that Art. 8 of the Contract for HUNTER DRUMS Ltd.
(Know How Fees and Royalties) will be changed as follows:
FOR L-RING DRUMS DELIVERED TO THE UNITED STATES, HUNTER DRUMS WILL PAY A ROYALTY
OF **** OF THE NET INVOICE VALUE PER LICENSED ARTICLES.
HUNTER DRUMS LIMITED MAUSER-WERKE GmbH
Per: Per: /s/ Xx. Xxxxx Xxxxxxxxx
------------------------------ ----------------------------------
Xxxxxxx X. Xxxxxx Xx. Xxxxx Xxxxxxxxx
President President & C.E.O.
Bruhl, Sept. 30th, 1997
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