EXHIBIT 2.10
[LETTERHEAD OF XXXXXXX TRASPORTI SpA]
AFC/98/246/BT/sb
Messrs.
LA COMPAGNIE DES SIGNAUX
00, Xxx Xxxxxxx
00000 XXXXX
XXXXXX
Attention: X. Xxxxx Xxxxx
Subject: Put-Call Option Agreement (Interest Version)
Gentlemen:
As you know, we have entered into a Put-Call Option Agreement (Interest Version)
on or about 11 December 1996 in conjunction with our exchange of shares of CS
Transport S.A. from you, under which you currently hold 2,000,000 shares in
Ansaldo Signal N.V. Such agreement gives you the right to require us to purchase
such shares from you at any time after June 30, 1998 until the "Expiration Date"
which is defined as June 30, 1999. You have agreed to extend the date when you
may first exercise such put until January 31, 1999. In consideration of your so
agreeing, we agreed that the "Exercise Price" in such agreement of FF
111.302.500 for all the shares covered by the put should be increased by FF
3.278.100 (being 5% interest on the Exercise Price multiplied by 215/365
representing the extended period).
To effect the foregoing agreement, the following amendments are hereby made to
our Put-Call Option Agreement (Interest Version):
Section 1:
In the definition of "Exercise Price", "the amount equal to FF 111.302.500" is
changed to "the amount equal to FF 114.580.600".
Section 3.1(a):
Is amended to read in full as follows: "At any time and from time to time from
and after January 31, 1999 and until 11:59 p.m., Paris time, on the Expiration
Date, Signaux may exercise Options, on any Business Day, for all or any part of
the shares of Common Stock subject hereto".
All the dispositions and conditions existing in the Put-Call Option Agreement
(Interest Version) which are not modified directly or indirectly by the present
amendment remain unchanged.
Ansaldo Trasporti shall be liable for any necessary fiscal registration
Procedure and/or fiscal notification (if any) to be made in compliance with the
substantive laws of the State of New York or any other applicable law related to
the present amendment and shall pay all documentary, stamp or similar issue or
taxes, if any, that may be imposed with respect to the issue or delivery for
this amendment and shall indemnify and hold Signaux and its affiliates harmless
form any taxes, interest and penalties (except taxes, interest or penalties
imposed in France on the payment or accrual of the "Exercise Price") as a result
of the failure or delay by Ansaldo to omit any obligation of fiscal registration
or fiscal filing or to pay taxes.
To confirm that this letter accurately sets forth our mutual understanding,
please sign and return the enclosed copy.
Very truly yours,
Ansaldo Trasporti S.p.A.
By /s/ Illegible
-------------
Naples, October 6, 1998
Accepted and agreed:
LA COMPAGNIE DES SIGNAUX
By /s/ Illegible
-------------
Paris, October , 1998
[LETTERHEAD OF XXXXXXX TRASPORTI SpA]
Messrs.
LA COMPAGNIE DES SIGNAUX
00, Xxx Xxxxxxx
00000 XXXXX
XXXXXX
Attention: X. Xxxxx Xxxxx
Subject: Put-Call Option Agreement (Interest Version)
Gentlemen:
As you know, we have entered into a Put-Call Option Agreement (Interest Version)
on or about 11 December 1996 in conjunction with our exchange of shares of CS
Transport S.A. from you, under which you currently hold 2,000,000 shares in
Ansaldo Signal N.V. Such agreement gave you the right to require us to purchase
such shares from you at any time after June 30, 1998 until the "Expiration Date"
which is defined as June 30, 1999. As per our letter of October 6, 1998,
accepted by you, you have agreed to extend the date when you may first exercise
such put until January 31, 1999. In consideration of your so agreeing, we agreed
that the "Exercise Price" in such agreement of FF 111.302.500 for all the shares
covered by the put should be increased by FF 3.278.100 (being 5% interest on the
Exercise Price multiplied by 215/365 representing the extended period).
Further to our recent discussions, you have agreed to extend the date for the
first exercise of such put until December 30, 1999 and the Expiration Date to
June 30, 2000. In consideration of your so agreeing, we agree that the "Exercise
Price" as above increased to FF 114.580.600 for all the shares covered by the
put, shall be further increased by FF 5.242.455 (being 5% interest on the
Exercise Price as modified on October 6, 1998 multiplied by 334/365 representing
the extended period).
To effect the foregoing agreement, the following amendments are hereby made to
our Put-Call Option Agreement (Interest Version):
Section 1:
In the definition of "Exercise Price", "the amount equal to FF 111.302.500" ,
subsequently changed to the amount equal to FF 114.580.600, is changed to "the
amount equal to FF 119.823.055".
In the definition of "Expiration Date" Expiration Date shall mean June 30, 2000.
Section 3.1(a):
Is amended to read in full as follows: "At any time and from time to time from
and after December 30, 1999 and until 11:59 p.m., Paris time, on the Expiration
Date, Compagnie des Signaux may exercise Options, on any Business Day, for all
or any part of the shares of Common Stock subject hereto".
All the dispositions and conditions existing in the Put-Call Option Agreement
(Interest Version) which are not modified directly or indirectly by the present
amendment remain unchanged.
However, we commit ourselves to request Finmeccanica to provide Compagnie des
Signaux with a new guarantee in the form of the existing guarantee for the
Exercise Price, and modified as per the terms and conditions of the present
letter, up to the Expiration Date, namely June 30, 2000.
The renewal of the existing guarantee to be given by Finmecanica shall be
provided to Compagnie des Signaux on or before the 28th of February 1999. In the
event such guarantee has not been issued at this latter date, Ansaldo
Trasporti's letter dated October 6, 1998 will remain in full effect and
Compagnie des Signaux will have the right to exercise its put option as per such
letter at any time from February 28, 1999, at an exercise price equal to FF
114.580.600, to be increased with 5% interest from January 31, 1999 until the
date of the exercise by Compagnie des Signaux of its put option.
Ansaldo Trasporti shall be liable for any necessary fiscal registration
procedure and/or fiscal notification (if any) to be made in compliance with the
substantive laws of the State of New York or any other applicable law related to
the present amendment and shall pay all documentary, stamp or similar issue or
taxes, if any, that may be imposed with respect to the issue or delivery for
this amendment and shall indemnify and hold Signaux and its affiliates harmless
form any taxes, interest and penalties (except taxes, interest or penalties
imposed in France on the payment or accrual of the "Exercise Price") as a result
of the failure or delay by Ansaldo to omit any obligation of fiscal registration
or fiscal filing or to pay taxes.
Ansaldo Trasporti represents that no filing or registration procedure is
necessary under the United States Securities Act of 1933 in connection with this
letter agreement extending the Put-Call Option Agreement (Interest Version). In
addition, Ansaldo Trasporti shall continue to be fully liable as set forth in
the Put-Call Option Agreement (Interest Version) for filing and/or registration
procedures to be made in compliance with the United States Securities Act of
1933.
In the event that evidence in support of the foregoing representation has not
been given to Compagnie des Signaux by April 30, 1999, Compagnie des Signaux
will have the right to exercise its put option at any time from April 30, 1999
at an exercise price equal to FF 114.580.600, to be increased with 5% interest
from January 31, 1999 until the date of the exercise by Compagnie des Signaux of
its put option.
To confirm that this letter accurately sets forth our mutual understanding,
please sign and return the enclosed copy.
Very truly yours,
Ansaldo Trasporti S.p.A.
By /s/ Illegible
-------------
Naples, 27.01.1999
Accepted and agreed:
LA COMPAGNIE DES SIGNAUX
By /s/ Illegible
-------------
Paris, 9.02.1999
