International Knife & Saw Inc Watch

from 10-Q 1 page Translation of Letter Dated May 12, 1999 From: Deutsche Bank, Mr. Bauermann and Mr. Jakobi Blumenstrasse 13, 42849 Remscheid, Germany To: International Knife & Saw, Inc., Mr. Thomas Meyer C/O Iks Klingelnberg Gmbh in Der Fleute 18, 42897 Remscheid, Germany Confirmation of Current Lines of Credit Dear Mr. Meyer: We Refer to Our Credit Commitment of October 8, 1996; Our Letter of January 19, 1999; and the Discussions We Have Had With You in Recent Weeks. We Are Pleased to Confirm That, Within the Framework of Our General Business Conditions (Agb), We Are Making Available to You a Short-Term Line of Credit in the Amount of US $13,000,000 for Operating Needs. Drawdowns on the Line Will Be Handled via Euro-Credits in Minimum Amounts of $1 Million at Libor + 1.25% Per Annum. if at Least 50% of the Credit Line Has Not Been Drawn Down, Then We Will Charge a Commitment Fee of 0.25%. You Commit to US That No Third Parties Have Any Rights to Your Receivables or Inventories. Upon Our Demand for Such, You Agree to Grant US These Rights. in Addition, the Following Covenants Are a Condition of Our Credit Commitment: O You Will Pledge Fixed Assets as Additional Collateral, in the Event That the Result in the Consolidated Financial Statements Before Interest and Taxes (Ebit) Is More Than 30% Under the Original Plan (1998: $22,041,000; 1999 $25,098,000). O You Must Provide Quarterly Financial Information and Annual Financial Statements to US. the Year End Financial Statements Must Be Presented to US No Later Than 4 Months After Year End. O German Law and German Courts Govern This Agreement. This Credit Commitment Is Valid Until Further Notice, Assuming Constant Good Financial Conditions. Please Sign the Enclosed Copy of This Letter to Indicate Your Agreement and Send It Back to US. We Thank You for Your Trust in US and Hope for a Smooth and Trustworthy Relationship

from 10-Q 1 page Translation of Letter Dated January 19, 1999 From: Deutsche Bank, Mr. Jakobi Blumenstrasse 13, 42849 Remscheid, Germany To: International Knife & Saw, Inc., Mr. Thomas Meyer C/O Iks Klingelnberg Gmbh in Der Fleute 18, 42897 Remscheid, Germany Credit Lines Dear Mr. Meyer: In Reference to Our Discussions in Recent Weeks, We Hereby Confirm to You Within the Framework of Our General Conditions (Agb) That We Have Committed to International Knife & Saw, Inc. a Total Credit Line Including Guarantees in the Amount of Dem 74,175,000.00 Since November 1998. With Regard to the Individual Loans and Collaterals, We Refer to the Respective Agreements. We Are Prepared to Commit Dem 52 Million Out of the Above Mentioned Total Credit Line to the Iks Klingelnberg Gmbh Group, as Long as International Knife & Saw, Inc. Agrees to Convert at Least Dem 10 Million of Its Inter-Company Loan to Iks Klingelnberg Gmbh Into a Capital Contribution. by Doing This, the Minimum 30% Equity Requirement Agreed Upon in October 1996 Will Continue to Be Maintained, Along With the Other Agreements. We Would Provide This Credit Line Without the Guarantee of International Knife & Saw, Inc. We Hope That This Meets Your Needs and Look Forward to a Continuing Smooth and Trustworthy Relationship

from 10-Q 1 page Translation of Letter Dated November 16, 1998 From: Deutsche Bank, Mr. Jakobi Blumenstrasse 13, 42849 Remscheid, Germany To: Iks Klingelnberg Gmbh in Der Fleute 18, 42897 Remscheid, Germany Increase of Lines of Credit Gentlemen: This Is in Reference to Our Discussion at Your Office on November 3. as Requested, We Confirm to You That We Will Increase the Current Line of Credit by an Amount of US$ 5,000,000.00 Subject to the Final Approval of Our Internal Credit Committee. We Expect That Our Credit Committee Will Approve This Increase and We Look Forward to Strengthening Our Business Relationship