ATTACHMENT 1

This Agreement entered into this 22^nd day of August 2001 between JAMES S. FELTMAN (the "Interim Monitor") and SANDVIK AB (the "Acquirer"), referred to herein collectively as "the parties," provides as follows:

WHEREAS the Federal Trade Commission (the "Commission") has accepted or will shortly accept for Public Comment an Agreement Containing Consent Orders ("Consent Agreement") with Metso Oyj ("Metso") and Svedala Industri AB ("Svedala") (where "Respondents," as used herein, means Metso and Svedala, individually and collectively), that contains an Order to Maintain Assets and a Decision and Order, collectively hereinafter referred to as the "Orders," which provide for, among other things, the appointment of an Interim Monitor to ensure that Respondents fully perform their obligations under the Orders, and, at Respondents' expense, to monitor the Jaw Crusher Supply Agreement (as defined in the Orders) in a diligent manner;

WHEREAS, the Orders further provide that Respondents shall execute a trust agreement ("Trust Agreement"), subject to the prior approval of the Commission, and confer all the rights, authority and powers necessary to permit the Interim Monitor to monitor the Respondents' compliance with the terms of the Order and certain activities of the Acquirer, as may be determined by the Commission, related to the Jaw Crusher Supply Agreement (each, as defined in the Orders); and

WHEREAS, the parties to this Agreement intend to be legally bound;

NOW, THEREFORE, the parties agree as follows:

1. The Acquirer shall:

 

a. Provide its plan to transfer Jawmaster production from Faco, Brazil to Svedala, Sweden to the Interim Monitor no later than sixty (60) days after the Closing Date.

 

b. To the extent the following are prepared in the ordinary course of Acquirer's business, provide the following to the Interim Monitor in a timely manner but no later than thirty (30) days after the preparation of the document:

 

i. reports that discuss the Jaw Crusher Supply Agreement;

 

ii. any revisions, amendments, or subsequent reports or plans, related to reports or plans previously provided to the Interim Monitor; and

 

iii. such additional information as the Interim Monitor, the Commission, or staff of the Commission may reasonably request.

 

c. Provide the Interim Monitor promptly with a copy of any meeting minutes, action plans, schedules, written reports related to the Acquirer's significant interactions with the Respondents concerning the Jaw Crusher Supply Agreement.

 

d. At the Interim Mointor's request, upon reasonable notice and during regular business hours:

 

i. arrange meetings or discussions, at a reasonable location designated by the Acquirer, and provide additional information in response to reasonable requests of the Interim Monitor, relating to the Jaw Crusher Supply Agreement;

 

ii. provide the Interim Monitor with sufficient access to any records and facilities that relate to (1) the Acquirer's efforts to sell or manufacture Jawmasters, (2) purchases by the Acquirer under the Jaw Crusher Supply Agreement and (3) transfer of Jawmaster production assets from Faco, Brazil to Svedala, Sweden, including, but not limited to, onsite access to the Acquirer's manufacturing facilities.

 

e. Provide the Interim Monitor with timely advanced notification of significant meetings relating to the Jaw Crusher Supply Agreement. Such meetings may be attended by the Interim Monitor or his representative, at the request of the Interim Monitor.

 

f. Deliver all reports and plans as described herein in a timely manner to:

 

James S. Feltman
Arthur Andersen LLP
Suite 1470
One Biscayne Tower
Miami, FL 33131
email: james.s.feltman@andersen.com

 

and, at the request of the Interim Monitor or staff of the Commission, a copy to:

 

Federal Trade Commission
Attention: David von Nirschl, Esquire
601 Pennsylvania Avenue, N.W., S-2115
Washington, DC 20580
Facsimile: (202) 326-2655

 

g. Cooperate in any respect reasonably required by the Interim Monitor to allow him to fulfill his obligations as they relate to the Acquirer under the Orders.

 

2. The Interim Monitor shall:

 

a. Maintain the confidentiality of all information provided to the Interim Monitor by Acquirer and use such information only for the purpose of discharging his obligations as Interim Monitor and not for any other purpose, including, without limitation, any other business, scientific, technological, or personal purpose. Such information may be disclosed only to:

 

i. persons employed by or working with the Interim Monitor under this Agreement and the Trust Agreement, or

 

ii. persons employed at the Commission and working on this matter.

 

b. Maintain the confidentiality, for a period of five (5) years after the termination of this Agreement, of all other aspects of the performance of his duties under this Agreement and not disclose any confidential or proprietary information relating thereto.

 

c. Ensure that, if he retains any employee, agent, consultant or other third party to assist him in accordance with the Orders, such persons execute a confidentiality agreement in a form agreed upon by the Interim Monitor and Acquirer prior to being retained.

 

d. Upon the termination of the Interim Monitor's duties under the Trust Agreement to which this Agreement is an attachment, promptly return to Acquirer all materials provided to the Interim Monitor by Acquirer and destroy any material prepared by the Interim Monitor that contains or reflects any confidential Acquirer information.

 

3. For the purposes of this Agreement, information shall not be considered confidential or proprietary to the extent that it is or becomes part of the public domain (other than as the result of any action by the Interim Monitor or by any employee, agent, affiliate or consultant of the Interim Monitor), or to the extent that the recipient of such information can demonstrate that such information was already known to the recipient at the time of receipt from a source other than Acquirer or any director, officer, employee, agent, consultant or affiliate of Acquirer when such notice is entitled to make such disclosure to such recipient.

 

4. This Agreement and the rights and obligations of the parties hereunder shall in all respects be governed by the substantive laws of the State of New York, including all matters of construction, validity and performance.

 

5. Nothing in this Agreement shall require the Acquirer to disclose any material or information that is subject to a legally recognized privilege or that Acquirer is prohibited from disclosing by reason of law or an agreement with a third party.

 

6. As used in this Agreement, all capitalized terms used herein and not specifically defined herein shall have the respective definitions given to them in the Consent Agreement and the Orders.

 

7. This Agreement shall terminate upon termination of the Trust Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date

first above written.

INTERIM MONITOR SANDVIK AB

____________________________ By: __________________________

James S. Feltman

Its: __________________________