Exhibit 10.2
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DE TOMASO INDUSTRIES, INC.
X.X. XXX 000, XXX XXXX, XXX XXXXXX 00000 - TEL: (000) 000-0000 - OFFICE:
000 XXXXXXXX XXXXXX
20th July 1995
Pirunico Trustees (Jersey) Limited
00 Xxxxxxxxx,
Xx. Xxxxxx,
Xxxxxx,
XX0 0XX
Dear Sirs,
This letter confirms as follows:
1. This company entered into an agreement by letter dated 10th April 1995
with Sig. Xxxxxxxxx Xx Xxxxxx whereby he agreed to sell some or all of
his holding of common and preferred stock of the company at such dates
and for such consideration as are defined therein.
2. This company confirms that Pirunico Trustee (Jersey) Limited is now
beneficially interested in that common and preferred stock which is the
subject of the agreement of 10th April 1995, as follows:
As Trustees of the Woodborne Trust
228,349 shares of common stock and 475,425 shares of preferred
stock being the consideration agreed to the properties and cash
described in items 1) through 4) of the agreement of 10th April
1995.
As Trustee of the Tail Trust
251,955 shares of common stock and 524,575 shares of preferred
stock being the remaining shares subject to conditions 1 through
4 of the agreement of 10th April 1995.
3. This company confirms that the Finprogetti transaction was concluded
this week in Milan and this company will transfer today the following
assets to Pirunico Trustees (Jersey) Limited, their nominees or assigns
in exchange for the stock held for the Woodbourne Trust:
a. 239,760 quotas (par value lire 1,000) of Hotel Roma Srl being the
equity interest of American Finance Spa in Hotel Roma Srl.
b. 13,051 shares (par value lire 1000) of Immobiliare Canalgrande
spa being the equity interest of GBM spa in Immobiliare
Canalgrande spa.
c. A new company owning the following assets and liabilities:
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Assets - all rights, title and interest of OAM spa in and to
those Maserati Motor vehicles and engines referred to as the
Maserati Museum and 100,000,000 lire in cash
Liabilities - the costs related to the incorporation of the new
company and those outstanding in respect of the Maserati Museum.
d. Lire 4,900,000,000 in cash.
The assets listed in a. to c. above were the subject of a
valuation of KPMG on or about 14th December 1994 and the company
warrants that there has been no material change in the state of
affairs of Hotel Roma srl and Immobiliare Canalgrande spa, or of
the condition of the Maserati Museum, since that date and
Pirunico Trustees (Jersey) Limited accept that, except to the
extent of this warranty, the transfer of these assets in their
existing state, together with the cash payment, represents full
and final settlement of the company's obligations under the
second paragraph of the agreement of 10th April 1995.
4. This company will hold 251,955 shares of common stock and 524,575 shares
of preferred stock (or together 776,530 shares of common stock), the
stock beneficially owned by Pirunico Trustees (Jersey) Limited as
trustees of the Tail Trust, in the name and for the benefit of Pirunico
Trustees (Jersey) Limited, subject to the following conditions:
1) We will register stock for sale, at our expense and when you
request us to do so, subject to the Securities Xxx 0000, as
amended, utilising a registration statement for such purpose
which shall remain effective until 30th June 1998 or until such
earlier date as all of the shares shall have been sold by you.
2) We may purchase any or all of such shares at such time or times
prior to 30th June 1998 on giving twenty days written notice to
you of our intention to purchase all or a part of your holding at
the agreed price of $11.27 US Dollars per share subject only to
your rights to, within 15 days of our giving notice, choose to
take delivery of such shares yourselves.
3) We will buy the balance of your holding on 30th June 1998 at the
agreed price of 11.27 US Dollars per share.
5. This company will underwrite its obligations under 4. above by means of
a bank guarantee to be issued in the form of the draft attached to this
letter. This guarantee will initially be for an amount of Lire
15,000,000,000 but the company hereby acknowledges and accepts that it
is obligated to purchase the stock in US Dollars and hereby undertakes
to maintain the value of the guarantee at no less than the lire
equivalent of the sum of US Dollars required at any time to purchase
such number of shares as are described in clause 4., or as such number
may have been reduced by our purchase of part of such shares or your
withdrawal of shares from the provisions of the April 10th 1995
agreement as provided therein, at the price of 11.27 US Dollars per
share.
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6. In the case of any dispute the terms and conditions of the agreement of
10th April 1995 shall prevail.
Please indicate your agreement herewith by signing and returning the
enclosed copy of this letter.
Yours faithfully,
for and on behalf of
DE TOMASO INDUSTRIES, INC.
Xxxxxx X. Xxxxx
Vice President /S/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx, Director for and on
behalf of Pirunico Trustees
(Jersey) Limited
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