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1
Ricoh Company, Ltd.
15-5 Minami-Aoyama 1-Chome
Minato-ku, Tokyo 107-8544
Japan
November 29, 2000
Harris Corporation
1025 West NASA Boulevard
Melbourne, FL 32919
Ricoh agrees that the attached letter will be executed and delivered
to you on or before the consummation of the Merger referred to in such letter.
Sincerely,
RICOH COMPANY, LTD.
By: /s/ MASAMI TAKEIRI
-------------------------------
Name: Masami Takeiri
Title: Managing Director and
Executive Vice President
Accepted and Agreed to on November 29, 2000
HARRIS CORPORATION
By: /s/ DAVID S. WASSERMAN
---------------------------------
Name: David S. Wasserman
Title: Vice President - Treasurer
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2
[Letterhead of Surviving Corporation]
November 29, 2000
Harris Corporation
1025 West NASA Boulevard
Melbourne, FL 32919
We refer to the Agreement and Plan of Distribution, dated as of
October 22, 1999, between Harris Corporation, a Delaware corporation ("Harris"),
and Lanier Worldwide, Inc., a Delaware corporation ("Lanier"), pursuant to which
Harris distributed approximately 90% of the stock of Lanier to its shareholders
(the "Distribution Agreement"). This agreement is being made in connection with
the Merger Agreement, dated November 29, 2000, among Ricoh Company, Ltd., a
Japanese corporation ("Ricoh"), LW Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Ricoh ("Merger Sub"), and Lanier, relating to the
merger of Merger Sub with and into Lanier.
As of the effective date of the Merger, _________, a Delaware
corporation and the surviving corporation of the Merger does hereby agree that,
pursuant to Section 7.19 of the Distribution Agreement, it hereby assumes all of
the liabilities, obligations and expenses assumed by Lanier under said agreement
and agrees to the due and punctual performance or observance of every agreement
and covenant of the Distribution Agreement on the part of Lanier to be performed
or observed.
Nothing in this letter shall relieve Lanier of its obligations under
the Distribution Agreement.
Both parties hereby agree to and accept the terms and conditions of
this letter agreement and agree to be bound by the terms hereof by their
execution of this letter agreement by their respective authorized
representative.
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3
Sincerely,
______________
By: _________________________
Name:
Title:
Accepted and Agreed to on this __th day of November, 2000.
HARRIS CORPORATION
By: _______________________________
Name:
Title:
