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EXHIBIT 10(gg)
THIRD AMENDMENT TO DISTRIBUTION AGREEMENT
OLYMPUS AMERICA INC. AND CARSEN GROUP INC.
THIRD AMENDMENT ("Amendment") to Distribution Agreement ("Agreement") between
OLYMPUS AMERICA INC., a New York, U.S.A. corporation having its principal office
at Two Corporate Center Drive, Melville, New York, U.S.A. 11747-3157, and CARSEN
GROUP INC., a Canadian corporation having its principal office at 151 Telson
Road, Markham, Ontario, Canada L3R 1E7. Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings ascribed to such terms in the
Agreement.
WHEREAS, Olympus and Carsen entered into the Agreement as of April 1, 1994; and
WHEREAS, by way of an initial amendment dated August 26, 1997 (the "Initial
Amendment") Olympus and Carsen extended the Term of the Agreement until March
31, 2001 and otherwise amended the Agreement as set forth in the Initial
Amendment; and
WHEREAS, by the way of a further amendment dated October 6, 2000 (the "Second
Amendment", and together with the Initial Amendment, collectively, the "Prior
Amendments") Olympus and Carsen extended the Term of the Agreement until March
31, 2004 and otherwise amended the Agreement as set forth in the Second
Amendment; and
WHEREAS, Olympus and Carsen wish to further amend the Agreement and the Prior
Amendments by, among other things, removing Industrial Products from the
Agreement as hereinafter set forth;
NOW, THEREFORE, for good and adequate consideration, receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Section 1.6 (Industrial Products) and Schedule 1.6 (Industrial Products) of
the Agreement shall be deleted in their entirety along with all related
references to Section 1.6 and Schedule 1.6 throughout the Agreement.
2. Except for purposes of interpretation of this Amendment, the phrase
"INDUSTRIAL PRODUCTS" shall be deleted from Section 1.10 (Products), Section 3.4
(Marketing), Section 3.7 (Monthly Sales Activity and Inventory Report), Section
5.1 (Order Estimates), Section 5.3.1 (Minimum Purchase Requirements), and
Section 9.1.1 (Term) of the Agreement.
3. Section 5.3.3 of the Agreement shall be re-written as follows:
"5.3.3 IF FOR ANY REASON, INCLUDING BUT NOT LIMITED TO FAILURE TO
MEET OLYMPUS'S CREDIT REQUIREMENTS FOR CONTINUED SALE ON OPEN ACCOUNT, CARSEN
COMMITS AN MDPR FAILURE, IN ANY FISCAL PERIOD, FOR: (a) PRECISION PRODUCTS,
OLYMPUS MAY, UPON THIRTY (30) DAYS' WRITTEN NOTICE TO CARSEN WITHIN SIX (6)
MONTHS OF SUCH DEFAULT, TERMINATE THIS AGREEMENT WITH RESPECT TO PRECISION
PRODUCTS OR MAKE ANY OTHER ALTERNATIVE DISTRIBUTION ARRANGEMENTS (INCLUDING
WITHOUT LIMITATION APPOINTING ADDITIONAL DISTRIBUTORS FOR PRECISION PRODUCTS);
AND/OR (b) MEDICAL
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PRODUCTS, OLYMPUS MAY, UPON THIRTY (30) DAYS' WRITTEN NOTICE TO CARSEN WITHIN
SIX (6) MONTHS OF SUCH DEFAULT, (i) TERMINATE THIS AGREEMENT WITH RESPECT TO
MEDICAL PRODUCTS, OR (ii) TERMINATE THIS AGREEMENT ENTIRELY, OR (iii) MAKE ANY
OTHER ALTERNATIVE DISTRIBUTION ARRANGEMENTS (INCLUDING WITHOUT LIMITATION
APPOINTING ADDITIONAL DISTRIBUTORS FOR MEDICAL PRODUCTS). NOTWITHSTANDING THE
FOREGOING, CARSEN SHALL NOT BE LIABLE FOR DAMAGES IN THE EVENT OF AN MDPR
FAILURE. IN THE EVENT OLYMPUS APPOINTS AN ADDITIONAL DISTRIBUTOR FOR ANY PRODUCT
GROUP (AS SET FORTH ABOVE), THEN THE MINIMUM DOLLAR PURCHASE REQUIREMENTS FOR
THAT PRODUCT GROUP WILL NO LONGER BE APPLICABLE."
4. Schedule 5.3 (Minimum Dollar Purchase Requirements) of the Agreement shall
be amended by deleting the Industrial Product Minima. Moreover, the Industrial
Product Minimum for the period from April 1, 2000 to March 31, 2001 (i.e.,
133P), set forth in the Initial Amendment as $1,850,000, shall be reduced to
$1,400,000.
5. Section 6.1 (Patents and Trademarks) of the Agreement shall be amended by
deleting the phrase "AND IN ACCORD WITH THE INSTRUCTIONS ATTACHED HERETO AS
EXHIBIT 6.1".
6. Section 9.1.1 (Term) shall be re-written as follows:
"THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL MARCH 31, 2004 (THE
"INITIAL TERM"). THE INITIAL TERM WILL BE EXTENDED BEYOND MARCH 31, 2004 FOR AN
ADDITIONAL TWO-YEAR PERIOD THROUGH MARCH 31, 2006 (THE "RENEWAL PERIOD" AND
TOGETHER WITH THE INITIAL TERM, COLLECTIVELY, THE "TERM"), PROVIDED THAT CARSEN
HAS NOT BREACHED THIS AGREEMENT IN ACCORDANCE WITH SECTION 9.1.2. MOREOVER, IF
CARSEN COMMITS AN MDPR FAILURE WITH RESPECT TO A PRODUCT GROUP IN ANY FISCAL
PERIOD OF THE INITIAL TERM, OLYMPUS SHALL HAVE THE RIGHT TO REMOVE SUCH PRODUCT
GROUP FROM THIS AGREEMENT FOR THE RENEWAL PERIOD OR MAKE ANY OTHER ALTERNATIVE
DISTRIBUTION ARRANGEMENTS WITH RESPECT TO SUCH PRODUCT GROUP (INCLUDING WITHOUT
LIMITATION APPOINTING ADDITIONAL DISTRIBUTORS) DURING THE RENEWAL PERIOD.
MINIMUM DOLLAR PURCHASE REQUIREMENTS FOR EACH YEAR OF THE POTENTIAL RENEWAL
PERIOD SHALL BE MUTUALLY AGREED-UPON, IN GOOD FAITH, BY THE PARTIES. EXCEPT AS
SET FORTH IN THE PRECEDING SENTENCES, NO ACT OF OR OMISSION BY OLYMPUS OR CARSEN
SHALL BE DEEMED TO RESULT IN ANY EXTENSION OF THIS AGREEMENT BEYOND THE INITIAL
TERM UNLESS OLYMPUS AND CARSEN AGREE, BY A WRITTEN INSTRUMENT EXECUTED BY AN
AUTHORIZED OFFICER OF EACH COMPANY, TO EXTEND THE INITIAL TERM."
7. Olympus's acceptance of Carsen's purchase orders or payments for Industrial
Products after the execution date of this Amendment shall not operate as a
renewal or novation of the Agreement with respect to Industrial Products.
8. This Amendment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and both of which when taken together
shall constitute one and the same instrument.
9. As used in this Amendment, the term "Agreement" shall mean the Agreement as
previously amended by the Initial Amendment and the Second Amendment.
Except as modified by this Amendment, the Agreement (as previously amended)
remains unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as
of the 1st day of April, 2001.
CARSEN GROUP INC. OLYMPUS AMERICA INC.
By: /s/ William Vella By: /s/ F. Mark Gumz
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Name: William Vella Name: F. Mark Gumz
Title: President Title: President and COO
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