Notice of Conversion of Exclusive to Non-Exclusive License under License Agreement between Ricor Racing and Development L.P. and Edelbrock Corporation

Summary

Edelbrock Corporation notifies Ricor Racing and Development L.P. that it is converting its exclusive licenses under their amended License Agreement to non-exclusive licenses, effective in 30 days. As a result, Edelbrock is no longer required to meet minimum sales goals, make minimum royalty payments, or pay certain development fees. Edelbrock may offset prepaid royalties against future payments but is open to negotiating a different repayment schedule. The letter invites Ricor to discuss alternative arrangements if desired.

EX-10.22 3 a75907ex10-22.txt EXHIBIT 10.22 1 EXHIBIT 10.22 [EDELBROCK LOGO] VIC EDELBROCK PRESIDENT August 20, 2001 VIA AIRBORNE NEXT DAY Don Richardson President Ricor, Inc. General Partners of Ricor Racing and Development, L.P. 28 Main Street, Suite 2 Sutter Creek, CA 95685 RE: License Agreement Between Ricor Racing and Development L.P. and Edelbrock Corporation, Dated February 2, 1996 Dear Don: Pursuant to Section 8.1(b) of the above-referenced License Agreement (as amended) (hereinafter, the "Amended License Agreement"), Edelbrock Corporation hereby converts to non-exclusive licenses, the exclusive licenses granted to it pursuant to the Amended License Agreement including the exclusive licenses granted under Sections 2.1 (as restated in Section 2 of Amendment 4) and 2.2, and under Section 1.1 of Amendment 5. This letter serves as the thirty (30) day notice for such conversion required under Section 8.1(d) of the Amended License Agreement (as restated in Section 2(d) of Amendment 2). Accordingly, Edelbrock is relieved of its obligations under the Amended License Agreement, (i) to meet the minimum goals set forth in Section 8.1(b) (as restated in Section 5(d) of amendment 4), (ii) to make the minimum royalty payments required under Section 2.5(g) (as restated in Section 5(c) of Amendment 4), and (iii) to pay the Development Fees specified in Section 7 of Amendment 4 (as restated in Section 1.1 of Amendment 5). Further, Section 5 of Amendment 4 indicates that Edelbrock is entitled to deduct amounts due it in recognition of the advance royalty payments made by Edelbrock from any future royalty payments due under the non-exclusive licenses until all such prepaid royalties are repaid. Edelbrock, however, is willing to discuss alternative arrangements whereby Edelbrock will make royalty payments for its non-exclusive licenses in full with the prepaid royalties being repaid according to a mutually agreeable schedule. Please let me know if you wish to discuss such alternative arrangements. Do not hesitate to contact me if you have any questions or require clarification of Edelbrock's position concerning this letter. Sincerely, /s/ VIC EDELBROCK Vic Edelbrock President and C.E.O. VE:lm cc: Kevin McBride - Jones, Day