January 2004: Announcement To Customers

(Posted on: Jan 8, 2004 @ 9:05 am)

To Our Valued Customers;

VAE Nortrak North America Inc., known in the industry as "Nortrak" and Meridian Rail Track Products Corp. ("MRTPC") have now completed a sale whereby Nortrak has acquired substantially all of the assets of MRTPC, including all factories, machinery, equipment, business and intellectual property.

The transaction agreement details language and responsibilities for managing customer relationships and commitments as follows:

“Buyer shall purchase from Seller, all of Seller's right, title, and interest in and to all of Seller's property, assets and rights (whether real, personal, mixed, tangible or intangible) of every kind and description whatsoever and wherever located, including without limitation the following:
(m) the rights (other than any liability or obligation arising out of or relating to a material breach of an Assumed Contract or a material breach of a Purchase Order occurring prior to the Closing Date) and the obligations, of Seller under other contracts, equipment leases, agreements, commitments and other arrangements, whether oral or written, entered into by Seller in the ordinary course of business of the Business and consistent with past practice;

This means that Nortrak will assume the responsibility for the completion of all customer orders currently on hand, subject to customers' willingness to assign that responsibility to Nortrak on the same terms and conditions as such order is currently issued to MRTPC.

For sake of clarity, outstanding invoices issued by MRTPC should be paid directly to MRTPC. Invoices issued by Nortrak should be paid directly to Nortrak. Our sales personnel are prepared to assist with any uncertainties.

We thank you for your continued support during this transition period. We assure you both organizations are working together to make this transaction as transparent and seamless to our customers as possible.

Al Tuningley
President
VAE Nortrak North America Inc.

Shawn Casey
CEO
Meridian Rail LLC

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