EXHIBIT 10.2
SHAREHOLDERS AGREEMENT
This Shareholders Agreement is entered into on this [-]th day of 2003 by and
between:
(1) IMPCO Technologies Inc., a company incorporated and existing under the
laws of State of Delaware U.S.A., with registered offices at 00000,
Xxxxxxx Xxxxx, Xxxxxxxx, Xx., X.X.X., represented by its director and
attorney-in-fact, Xx. Xxxxxxx X. Xxxxx (hereinafter referred to as
"Impco"); and
(2) Xx. Xxxxxxx Xxxxxxxxxx, born in Narzole, on 15 March 1951, and domiciled
at Xxxxxxxx, Xxx Xx Xxxxx, 0, married, in a separation of assets regime;
(3) Mr. Pier Xxxxxxx Xxxxxxxxxx, born in Narzole, on 22 July 1952, and
domiciled at Xxxxxxxx, Xxx Xx Xxxxx, 0, married, in a separation of
assets regime;
(Messrs. Xxxxxxx and Pier Xxxxxxx Xxxxxxxxxx, are hereinafter jointly
referred to as "Xxxxxxxxxx").
WHEREAS:
(A) Impco and Xxxxxxxxxx on the date hereof have entered into a Sale and
Purchase Agreement (the "Agreement") pursuant to which Impco purchased
from Xxxxxxxxxx a participation equal to 50% of the capital stock of
B.R.C. S.r.l. (the "Parent").
(B) In accordance with the Signing Option terms and conditions, on the date
of execution of this Agreement the Quota is registered in the name of the
Fiduciary Company which shall hold it in escrow until 30 September 2003
pursuant to the Irrevocable Instructions.
(C) Xxxxxxxxxx aggregately holds the residual 50% participation in the
capital stock of the Parent; as follows:
. Xxxxxxx Xxxxxxxxxx 25%
. Pier Xxxxxxx Xxxxxxxxxx 25%.
(D) The Parent holds a quota representing 100% of the issued and outstanding
capital stock of M.T.M. S.r.l. (the "Company") and indirectly controls
B.R.C. Brazil and B.R.C. Argentina (the "Subsidiaries").
(E) Pursuant to the Agreement Xxxxxxxxxx granted to Impco certain call
options on the residual participation held by Xxxxxxxxxx in the Parent
and, conversely, Impco granted to Xxxxxxxxxx certain put options for the
sale of their residual participation in the Parent to Impco; in addition,
Impco granted to Xxxxxxxxxx certain call options for the purchase of all
or a portion of Impco's participation in the parent in certain events of
defaults regarding Impco pursuant to the Agreement.
(F) Impco and Xxxxxxxxxx hereby intend to regulate the governance of the
Parent and their mutual relationship as shareholders of the Parent, in
the frame of the arrangements set out in the Agreement.
NOW, THEREFORE, the parties hereto have agreed as follows:
1. DEFINITIONS
1.1 Terms defined in the Agreement shall have the same meaning when used
herein.
1.2 In addition, the following terms shall have the following meanings:
1.2.1 "Articles" means the articles of association of the Companies,
attached hereto as Annex 1.
1.2.2 "Business Plan" means the business plan for the period 2003 -
2004, the terms of which shall be resolved by the board of
directors of the Company.
1.2.3 "Companies" means the Parent and the Company.
1.2.4 "Impasse" means any of the cases of inability by the directors or
shareholders of any of the Companies to reach the required
majority to take a valid resolution of any of the following
matters: approval of the Companies' financial statements and/or
business plans, appointment of the board of directors,
appointment of the Managing Director, capital increases of the
Companies (to the extent that the capital increase is required to
comply with any law provision or any order of competent
authority), distribution of dividend according to the agreed
dividend pay-out policy, or on any other resolution where failure
to take such resolution may result in any of the Companies'
impossibility to carry out its operations or business.
2. RANGE OF APPLICATION OF THIS SHAREHOLDERS AGREEMENT
2.1 This Shareholders Agreement is intended to govern in a consistent manner
the governance of both the Parent and the Company. All the provisions
hereof shall apply to both the Companies or, in case of merger between
the Companies, to the company resulting from the merger.
2.2 The provisions of this Shareholders Agreement shall apply to the
Subsidiaries and to any future subsidiaries of the Companies only if the
same are expressly mentioned by the relevant provisions, provided that it
is the intention of the Parties to ensure that the management of the
Subsidiaries and of any future subsidiaries of the Companies is made
under the control of the board of directors of the Companies and in a
manner fully consistent with the governance rules provided for the
Companies.
2.3 The Parties hereby agree and warrant reciprocally to exercise the voting
rights pertaining to their respective participations and to use their
influence on the directors respectively designated by them to cause that
they exercise their respective voting rights, so as to duly and
punctually implement the agreements set out below.
2.4 The Parties agree that any deviation from the governance rules set out
below by any of the directors shall be deemed, between the Parties, as a
breach of this Shareholders Agreement committed by the Party who
designated such director.
2.5 Impco agrees to cause the Fiduciary Company to exercise the voting rights
so as to duly and punctually implement the agreements set out hereunder,
until the Quota will be
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registered under the name of the Fiduciary Company in accordance with the
Irrevocable Instructions.
3. BOARD OF DIRECTORS
3.1 The Parties agree that the board of directors of the Companies shall be
composed of seven members, four of which shall be designated by Impco and
three of which shall be designated by Xxxxxxxxxx. The Parties acknowledge
that shareholders' meetings of the Companies held on the Execution Date
have appointed the following persons as directors of the Companies: Xx.
Xxxxxxx X. Xxxxx, Xx. Xxxxxx X. Xxxxxxxx, Mr. Xxxxxxx Xxxxx and Xx. Xxxx
Luigi Mancalvo as directors designated by Impco and Xx. Xxxxxxx
Xxxxxxxxxx, Xx. Xxxx Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxxx as directors
appointed by Xxxxxxxxxx.
3.2 The term of office of the board of directors of the Companies so
appointed will last on 30 September 2007. In the event that, during the
term of office, one or more directors other than Mr. [-] shall cease from
the office for any reason whatsoever, the Party who originally designated
the ceased director shall have the right to designate the individual who
should replace the ceased director.
3.3 Should any of the Parties wish to revoke any of the directors designated
by it, the other Party shall be under an obligation to exercise the
voting rights pertaining to it in a manner so as to allow such revocation
and the appointment of another director designated by the revoking Party
to replace the revoked director, provided that, the revoking Party shall
keep the other Party and the Companies harmless and indemnified against
any claim that the revoked director may have towards the Companies as a
result of such revocation. For the avoidance of any doubt, the Parties
hereby acknowledge and agree that the inability of the shareholders'
meeting to take a valid resolution on the revocation of any of the
directors shall not result in an Impasse.
4. AUTHORITY OF THE BOARD AND DELEGATION OF POWERS
4.1 Pursuant to the Articles, the board of directors shall be granted all
powers of ordinary and extraordinary administration of the Companies.
4.2 The board meetings shall be validly held by the attendance of a majority
of the directors in office and, save as provided in Section 4.3 below,
will validly resolve by the favorable vote of the majority of the
directors in attendance. To the extent possible, board meetings may be
held by teleconference or video conference.
4.3 Notwithstanding any contrary provision contained in the Articles,
approval of the following resolutions shall be subject to the favorable
vote of not less than five directors:
4.3.1 Sale or purchase of assets, businesses or participations having a
value (taking into account the liabilities assumed or assigned)
higher than Euro 2,000,000 (Euro two million).
4.3.2 Undertaking of financial obligations for an amount of more than
Euro 2,000,000 (Euro two million).
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4.3.3 Introduction of new lines of business or dismissal of any
existing line of business.
4.3.4 Execution of contracts between Impco or any affiliates or
subsidiaries of Impco and the Companies.
Resolution on the foregoing matters may not be delegated to any single
director.
4.4 For the entire duration of the term of office of the board of directors
pursuant to Section 3.2 above, Xx. Xxxxxxx Xxxxxxxxxx shall be Managing
Director of the Companies and shall have the powers listed in Annex[-]
attached hereto. The Managing Director shall periodically, and not less
often than quarterly, make a full and detailed report to the board of
directors of the Companies about the activities undertaken in accordance
with the powers granted to him. In addition each director shall have the
right to ask and obtain explanations and information, including all
relevant documentation, as to any activity that the Managing Director
shall conduct on behalf of the Companies.
4.5 In the event that Xx. Xxxxxxx Xxxxxxxxxx ceases for any reason whatsoever
to be a director of the Companies, the new Managing Director shall be
appointed by the board of directors.
4.6 The Chairman of the board of directors shall be chosen among the
directors designated by Impco.
5. BOARD OF STATUTORY AUDITORS
5.1 The board of statutory auditors of the Companies shall be composed of
three effective members and two alternate members. The term of office of
the board of statutory auditors shall be three years.
5.2 One effective member (who shall act as Chairman of the board of statutory
auditors) and one alternate member will be designated by Impco; two
effective members and one alternate member will be designated by
Xxxxxxxxxx. The Parties acknowledge that shareholders' meetings of the
Companies held on the Execution Date have appointed the following persons
as statutory auditors of both the Parent and the Company: Xx. Xxx Xxxxxxx
and Xx. Xxxxxx Xxxxxxx respectively as effective and alternate auditor,
designated by Impco; Xx. Xxxxxxx Xxxxxxx, Xx. Xxxxxx Xxxxxxx and Xxxxx
Xxxxxxxxxxxx respectively the first two as effective and the third one as
alternate auditor, appointed by Xxxxxxxxxx.
5.3 In the event that, during the term of office, one or more auditors shall
cease from the office for any reason whatsoever, they shall be replaced
by the alternate auditor designated by the Party who had originally
designated the ceased auditor, and the same Party shall also designate
the new alternate auditor to be appointed.
6. RIGHT OF FIRST REFUSAL
6.1 The Parties agree that for the entire duration of this Shareholders
Agreement no sale of the participations held by Xxxxxxxxxx in the Parent
shall be permitted.
6.2 Without prejudice to the provision of Section 6.1, any Party who intends
to sell all or any part of its participation in the Parent (the "Selling
Shareholder") shall give written
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notice of its inception to sell to the other Party, specifying the name
of the proposed purchaser of the participation (the "Potential
Purchaser"), the quota to be sold (the "Offered Quota"), the agreed price
and any other terms and conditions of the sale.
6.3 The other Party shall have 60 days from the date of receipt of the notice
to inform the Selling Shareholder whether it intends to exercise the
right of first refusal, thereby purchasing all or any portion of the
Offered Quota at the conditions indicated in the notice.
6.4 After the lapse of the 60 day period the Selling Shareholder shall be
obliged to sell to the Party who exercised the right of first refusal the
Offered Quota or the portion thereof for which the right of first refusal
was exercised and shall be free to sell to the Potential Purchaser the
remaining portion of the Offered Quota, if any, subject to the terms and
conditions set out in Section 6.5 below and provided that the sale to the
Potential Purchaser shall have to take place within 60 days from the
lapse of the right of first refusal period and be made at the same
conditions specified in the Selling Shareholder's notice set out in
Section 6.2 above, otherwise the right of first refusal procedure shall
have to be repeated.
6.5 In the event that the Selling Shareholders is Impco, as an alternative to
the exercise of the right of first refusal provided for in this Section 6
or of the tag-along right provided for in Section 7, Xxxxxxxxxx shall
have the right, during the same 60-day period provided for in Section
6.3, to exercise the put option right provided for in Section 8 of the
Agreement at the conditions therein provided. Should Impco fail (i) to
purchase the Sellers' Quota for which the put option is exercised by
Xxxxxxxxxx, or (ii) to pay the relevant price, Clause 9 of the Agreement
shall become applicable. Impco shall have the right to sell the Offered
Quota only on condition that the provisions of this Clause 6.5 are
fulfilled.
6.6 The sale of the Offered Quota for which the right of first refusal was
not exercised shall be subject to the Potential Purchaser agreeing to be
bound by all obligations of this Shareholders Agreement and the relevant
provisions of the Agreement in the same manner as the Selling Shareholder
in relation to the Offered Quota, provided that the other Party shall
have the right to give to the Selling Shareholder and the Potential
Purchaser written notice or termination of this Shareholders Agreement
and the Agreement, whereupon this Shareholders Agreement and the
Agreement shall be deemed terminated in respect of the Potential
Purchaser.
7. TAG ALONG RIGHT
7.1 Upon receipt of a notice pursuant to Section 6.2 from the Selling
Shareholder the other Party, during the same 60 day period following the
receipt of the notice may, as an alternative to the exercise of the right
of first refusal, exercise a tag along right, by giving to the Selling
Shareholder written notice that it intends to sell all or any part of the
participation held by it (the "Tag Along Quota") to the Potential
Purchaser under the same terms and conditions specified by the Selling
Shareholder in its notice.
7.2 If the other Party has exercised the tag along right, the Selling
Shareholder shall be under an obligation, as a condition precedent to the
validity of its sale to the Potential Purchaser, to procure that the
Potential Purchaser purchases from the other Party the Tag
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Along Quota under the same terms and conditions of sale of the Offered
Quota indicated in the notice given pursuant to Section 6.2.
7.3 Should the Potential Purchaser fail to purchase the Tag Along Quota, the
Selling Shareholder shall purchase the Tag Along Quota in place of the
Potential Purchaser at the same terms and conditions (including the
purchase price specified in the notice sent pursuant to Section 6.2.
8. BUSINESS PLAN
8.1 The Parties (i) acknowledge that the Business Plan will reflect the
industrial, financial and business guidelines agreed between them with
respect to the management and operations of the Companies and will be
updated yearly and (ii) undertake, also pursuant to Article 1381 of the
Civil Code to cause the directors of the Companies and of the
Subsidiaries, respectively designated or caused to be designated and
appointed by each of them, to comply and take all actions necessary to
comply with such Business Plan, as amended from time to time, in
accordance with the provisions of Section 8.2 below.
8.2 The Parties recognise that the Business Plan may be affected by changes
in external business, political, financial, technical and other
conditions and accordingly they undertake to amend, revise and improve,
from time to time, the Business Plan in order to adjust the strategies of
the Companies to such changes.
8.3 As part of the Business Plan the Parties have agreed to cause that the
Parent and the Company merge as soon as reasonably practicable. Upon
merger of the Parent and the Company all provisions of this Shareholders
Agreement referring to the Companies or to the Parent or to the Company
shall be deemed to refer to the entity resulting from the merger.
9. IMPASSE RESOLUTION
9.1 In the event that an Impasse occurs each Party shall have the right to
give notice to the other Party in writing that an Impasse has occurred,
whereupon the following procedure will be started.
9.2 The matter on which the Impasse has occurred will first be re-submitted
to the board of directors or, as the case may be, the shareholders
meeting to the company where the Impasse occurred within thirty days of
the date on which a notice of Impasse was sent by any of the Parties. In
the event that the Impasse occurs again, the matter will be deferred to a
committee formed by Xx. Xxxxxxx Xxxxxxxxxx on behalf of Xxxxxxxxxx and
the CEO of Impco and behalf of Impco, who will endeavour to find a
solution to the Impasse consistent with the principles of this Agreement
within fifteen days from the date of repetition of the Impasse.
9.3 If the committee fails to solve the Impasse, the Party whose contrary
vote has generated the Impasse will be under an obligation to formulate
to the other Party an offer in terms of price per share of the Parent.
The other Party shall, at its discretion, have the right to (i) purchase
the participation in the Parent of the Party who generated the Impasse at
the price offered discounted by 15%, or (ii) sell to such Party its own
participation in the Parent at the price offered by the Party who
generated the Impasse increased by 10%.
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9.4 Upon exercise by the Party who did not generate the Impasse of its
discretionary right pursuant to Section 9.4 above, the sale and purchase
of the participation will take place within 10 days. The participation
transferred will be free and clear of any pledge or third party right or
option of any kind whatsoever. The purchase price will be paid
simultaneously with the delivery of the participation.
9.5 In the event that it is not possible to establish that the Impasse was
generated by the contrary vote of one Party, the Party giving the notice
of Impasse pursuant to Section 9.2 shall formulate to the other Party an
offer in terms of value attributed to 100% of the Parent. The other Party
shall, at its discretion, during the 10 days following receipt of such
offer, have the right to (i) sell to such Party its own participation at
a price based on the Parent's value indicated in the notice; or (ii)
counteroffer a higher value for 100% of the Parent on the basis of which
such Party is prepared to buy the participation of the Party who gave
notice of the Impasse. In turn, the latter Party shall have the right to
counteroffer, within the following ten days, higher value for 100% of the
Parent and the bid auction will continue until and unless one of the
Parties accepts the value offered by the other Party and agrees to sell
its participation at the price based on such value.
9.6 The Parties agree that until the Deferred Portion of the Purchase Price
is paid by Impco in accordance with Section 3.2.4 of the Agreement, the
provisions of this Section 9 shall be applied coherently.
10. TERM
10.1 This Shareholders Agreement shall have a Term until 30 September 2007 and
shall be deemed automatically renewed for further three-year periods
unless terminated by any of the Parties by giving written notice to the
other Party at least three months prior to 30 September 2007 or the lapse
of each three-year period.
10.2 In addition, but without prejudice to the provisions of Clause 10.4
hereunder, this Shareholders Agreement may be terminated by each Party by
giving written notice to the other Party in the event that either Party
ceases to hold a participation equal to 50% of the Parent's capital or in
the event that either Party commits a material default of its obligations
hereunder.
10.3 In the event that this Shareholders Agreement is terminated by either
Party pursuant to Section 10.2 above, the procedure set our in Clause 9.4
and 9.5 above shall apply, provided that, the defaulting Party shall be
deemed, for such purposes, as the Party who generated the Impasse and
that the discount/increase percentage on the offered price shall be equal
to 15% by way of liquidated damages.
10.4 In the event that the participation in the Parent's capital held by
either Party becomes lower than 50% but no lower than 2% (the "Minority
Shareholding") due to the exercise of the options mentioned in the
recitals, the following provisions shall apply:
10.4.1 should the Minority Shareholding be 10% or higher of the Parent's
legal capital, (i) the provisions of Clauses 6 and 7 shall
continue to apply, and (ii) the Party owning the Minority
Shareholding shall have the right to designate one member of the
board of directors and one effective member of the board of
statutory
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auditors, and the other Party shall exercise its voting rights to
procure that the individuals designated by the Party owning the
Minority Shareholding become members of the board of directors
and board of statutory auditors, respectively;
10.4.2 should the Minority Shareholding be less than 10% of the Parent's
legal capital, (i) the provisions of Clause 6 concerning the
right of first refusal shall continue to apply only in favour of
the Party owning the majority of the Parent's legal capital; for
the avoidance of any doubt, only the Party owning a majority
participation shall have the right of first refusal (to be
exercised in accordance with the provisions of Clause 6), and
only the Party owning the Minority Shareholding shall be under
the obligation to comply with the provisions of Clause 6 in the
event it intends to transfer all or any part of the Minority
Shareholding, and (ii) the provisions of Clause 7 shall continue
to apply in favour of the Party owning the Minority Shareholding;
10.4.3 in any case, any further provision of this Shareholders Agreement
shall terminate.
10.5 In any case, this Shareholders Agreement shall automatically terminate if
a Party ceases to hold a participation in the Parent for any reason
whatsoever.
11. MISCELLANEA
11.1 All the obligations of Xxxxxxxxxx hereunder shall be joint and several.
11.2 Xxxxxxxxxx hereby acknowledge that Impco is listed on an official stock
exchange and that, as a consequence, it is subject to severe rules in
relation to release of communications to the market. As a consequence the
Parties agree that no communication shall be publicly made by either of
the Parties without the written consent of the other Party. The Parties
shall use their best efforts to coordinate the respective communications
to the public. The provisions of this Clause 11.2 shall not apply to any
disclosure which any of the Parties may be forced to make for the
purposes of enforcing judicially any of its rights or that is required by
an order of a competent public authority or to comply with mandatory
provisions of law, provided that in all such cases the disclosing Party
shall give the other Party written notice of such disclosure as soon as
legally possible and will be under an obligation to limit the disclosure
to the extent strictly necessary for the relevant purposes.
11.3 Without prejudice to the foregoing, the Sellers hereby agree that at any
moment after the Execution Date they shall not (end shall cause the
Company not to) make any communication or release concerning the Parent
and/or the Company, which may have a direct or indirect impact on Impco's
stock price, whether positive or negative, without the prior consent of
Impco.
12. NOTICES
12.1 Any communication or notice in relation to this Shareholders Agreement
shall be effected in writing and in English language and delivered by
registered letter with receipt by return mail and, if necessary, sent by
telegram or fax in advance, and shall take effect from the date in which
the registered letter is sent.
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12.1 The aforesaid communications or notices shall have to be sent to the
following addresses:
12.1.1 If to Impco:
IMPCO Technologies Inc., 00000, Xxxxxxx Xxxxx, Xxxxxxxx, Xx.,
X.X.X., Fax no. 0000000000000, attn. Xxx Xxxxxxxx, with copy to
Studio Xxxxxxxx e Associati, xxx xxx Xxxxx 0 00000 Xxxxxx, Xxxxx,
attn. Xxxxxxx Xxxxxxxx, fax no. x000000000000;
12.1.2 If to the Sellers collectively:
Xxxxxxx Xxxxxxxxxx, c/o Studio Tibaldi Girando, via S. Margherita
8 Alba (CN) (Italy), fax no. x000000000000, with copy to Xxx.
Xxxxx Xx Xxxx, X_xx Xxxxx Xxxxx 00 00000 Xxxxxx (Xxxxx), fax no.
x00000000000.
12.2 It is understood that any communication sent to the above addresses shall
be considered as received when effectively delivered to the relevant
Party. Any change of address shall only be valid if communicated in
writing to the other Party.
13. GOVERNING LAW AND JURISDICTION
13.1 This Shareholders Agreement shall be governed by and interpreted in
accordance with the laws of the Republic of Italy.
13.2 Any dispute in relation to the validity, interpretation, execution or
performance of this Shareholders Agreement shall be submitted to
arbitration under the rules of the Amsterdam Chamber of Commerce by three
arbitrators, fluent in Italian and in English, one of whom will be
appointed by Impco, one by Xxxxxxxxxx and the third, who will act as
Chairman, by the first two arbitrators or, in the event of their failure
to reach an agreement within thirty days of their appointment, in
accordance with the arbitration rules of the Amsterdam Chamber of
Commerce. The seat of arbitration shall be Amsterdam.
IN WITNESS WHEREOF, the Parties have executed this Agreement in the place and as
of the date first above written.
Impco Technologies Inc. Xxxxxxx Xxxxxxxxxx
----------------------- -------------------------------
Pier Xxxxxxx Xxxxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx
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PLEDGE AGREEMENT
between
(1) Xx. Xxxxxxx Xxxxxxxxxx, born in Narzole, on 15 March 1951, and domiciled
at Xxxxxxxx, Xxx Xx Xxxxx, 0, married, in a separation of assets regime;
(2) Mr. Pier Xxxxxxx Xxxxxxxxxx, born in Narzole, on 22 July 1952, and
domiciled at Xxxxxxxx, Xxx Xx Xxxxx, 0, married, in a separation of
assets regime;
(3) Xxx. Xxxxx Xxxxxxxx, born in Cherasco, on 4 November 1956, domiciled at
Cherasco, Xxx Xx Xxxxx, 0, married, in a separation of assets regime;
(4) Xxx. Xxxxx Xxxxxxxx, born in La Xxxxx, on 16 March 1957, domiciled at
Cherasco, Xxx Xx Xxxxx, 0, married, in a separation of assets regime
(Messrs. Xxxxxxx and Pier Xxxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxx and Xxxxx
Xxxxxxxx are hereinafter jointly referred to as the "Sellers").
and
(5) Cititrust S.p.A., a fiduciary company incorporated and operating pursuant
to the laws of Italy, with registered offices in Milan, Foro Buonaparte,
16 (hereinafter referred to as the "Cititrust"), acting on behalf of
Impco Technologies Inc., a company incorporated and existing under the
laws of State of Delaware U.S.A. with registered offices at 00000,
Xxxxxxx Xxxxx, Xxxxxxxx, Xx., X.X.X. ("Impco").
(Cititrust and the Sellers hereinafter individually referred to as one "Party",
collectively referred to as the "Parties").
WHEREAS:
(a) Cititrust (on behalf of Impco as beneficiary holder of the Quota) has
purchased from the Sellers a quota (hereinafter the "Quota") of B.R.C.
societa a responsabilita limitata having a nominal value of 750,000,00
euros, representing 50% of the issued and outstanding voting capital.
(b) The purchase price of the Quota was agreed by the parties as follows:
b1) a USD Cash Portion equal to USD 12,550,000 (US Dollars twelve
million five hundred and fifty thousand);
b2) a Euro Cash Portion equal to EURO 1,250,000 (Euro one million two
hundred fifty thousand);
b3) a Securities Portion for an amount equivalent to USD 10,000,000
(US Dollars ten million).
(c) Cititrust has paid to the Sellers the Euro Cash Portion, the Securities
Portion and an amount of 5,550,000 USD as down payment of the USD Cash Portion.
(d) Cititrust shall pay to the Sellers the balance of the USD Cash Portion, that
is 7,000,000 USD, on or before 30 September 2003.
(e) The Parties have agreed to secure the payment of the balance of USD Cash
Portion in accordance with the terms and conditions set out below.
Now, therefore, the Parties hereto have agreed as follows.
1) OBJECT OF THE AGREEMENT
Cititrust (on behalf of Impco as beneficiary holder of the Quota) hereby
agrees to pledge the Quota to secure the payment to the Sellers of the balance
of the USD Cash Portion equal to 7,000,000 USD.
2) VOTING RIGHTS AND DIVIDENDS
During the period from the date hereof to 30 September 2003 the voting rights
and the right to collect dividends shall pertain to Cititrust.
3) DEFAULT OF PAYMENT
In case that on 30 September 2003 the Sellers have not received from Cititrust
the payment of 7,000,000 USD, equal to the balance of USD Cash Portion, they
will exercise all the voting rights relating to the Quota and will collects
dividends: in that case the Sellers will also be entitled to set according with
the articles 2797 and 2480 of the Italian Civil Code.
4) INDIVISIBILITY OF THE PLEDGE
The Pledge as above set up shall be indivisible and will secure the whole credit
of the Sellers for the balance due to them the USD Cash Portion.
5) SHAREHOLDERS' BOOK
The pledge as above set up shall be recorded in the shareholders' ledger
concurrently with the signing of this agreement.
Milano, ___ January 2003
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