Exhibit 2.1
Attachment A to Notarial Deed No. /1998 of the Notary
__________________, __________
Master Agreement
by and between
Hella XX Xxxxx & Xx.
Xxxxxxxxx Xxx. 00
00000 Xxxxxxxxx
-hereinafter referred to as "Hella KG"-
represented by Xxxxxxx Xxxxxx, Esq.
by virtue of a written Power of Attorney dated March 11, 1998
and
Xxxxx Xxxxx
Eugenie Friesenhausen
Xxxxxxxxx Xxxxxxx
Xx. Xxxxxxx Xxxxxxxxxxx
Xxxxxxxx Xxxxxxxxxxx
Xx. Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx-Xxxxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx-Xxxxxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx
Prof. Xx. Xxxxxxxxx Xxxxx
Dr.-Ing. Xxxxxx Xxxxx
Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx
Xxxxxxxx Xxxxx
Xx. Xxxx-Xxxx Xxxx-Xxxxxx
Xxxxxxx Xxxx
Xx. Xxxxxxx Xxxxxxx
Xxxxxxxx lber-Xxxxxxxxxx
Xx. Xxxxxxxx Xxxx
Xx. Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Xx. Xxxx-Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xx. Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxx Xxxxxxx Xxxxxx
X.X. Xxxxx GmbH
Hueck & Xxxxx KG
- hereinafter collectively referred to as the "Sellers"-
represented by Xxxxxx Xxxxxxxxxxx, Esq.
by virtue of a written Power of Attorney dated February 4, 1998,
who is in his turn represented by Xxxxxxxxx X. Xxxxxxx, Esq.
by virtue of a written Sub-Power of Attorney dated March 9, 1998,
and
Xxxxxx XxxX & Xx. XX
00 Xxxxxxxxxxx
00000 Plettenberg
represented by Xxxxxxxxx Xxxxxxx, Esq.
by virtue of a written Power of Attorney dated March 12, 1998
- hereinafter referred to as "Xxxxxx KG" -
on the one side
and
Excel Industries, Inc.
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000, XXX
- hereinafter referred to as the "Excel" -
represented by Xxxxxx Xxxxxxx, Esq.
by virtue of a written Power of Attorney dated March 12, 1998
and
Excel Industries, Inc.
0000 Xxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000, XXX
- hereinafter referred to as the "Guarantor" -
represented by Xxxxxx Xxxxxxx, Esq.
by virtue of a written Power of Attorney dated March 12, 1998
on the other side.
The parties conclude the following
Master Agreement
A. Essential Elements of Transaction
1 . Excel wishes to acquire a 56.67% participation in the fixed
capital of Xxxxxx GmbH & Co. KG ("Xxxxxx KG"), with registered
offices in Plettenberg, Germany (HRA 10 Amtsgericht
Plettenberg), and a 70% participation in the share capital of
Xxxxxx KG's sole general partner, Xxxxxx
Geschaftsfuhrungsgesellschaft mbH ("Xxxxxx GmbH"), with
registered offices also in Plettenberg, Germany (HRB 486
Amtsgericht Plettenberg). Hella KG and the Sellers wish to
convey to Excel such participation in Xxxxxx KG and Xxxxxx
GmbH.
2. In consideration of the transfer of the participations in
Xxxxxx KG and Xxxxxx GmbH Excel shall, together with Hella KG
and as more specifically described in the Shareholders'
Agreement, make certain investments in, and make a further
contribution to the fixed capital quota of Xxxxxx KG, which
capital increase shall amount to DM 27.34 m
Hella KG shall make a further contribution to the fixed
capital quota of Xxxxxx KG, which capital increase shall
amount to DM 6 m
As a result, the aggregate fixed capital quota of Xxxxxx KG
shall thereafter amount to
DM 63.34 m
with capital quota of Excel in a nominal amount of DM 44.34 m
or 70.00 %
--------
and Hella KG in a nominal amount of DM 19 m
or 30.00%
--------
Hella KG and Excel have agreed, that of the further
contributions, as mentioned above, only a part should be
registered as further Liability Contribution ("Hafteinlage"),
whereas the remaining further contributions should be made as
a non-registered further Compulsory Contribution
("Pflichteinlage"). In greater detail, Hella KG and Excel
agree that the amount of DM 6 million to be paid by Hella KG
should be a non-registered further Compulsory Contribution,
whereas of the contribution amount of Excel of DM 27.34
million a partial amount of DM 13.34 million should be
registered as Liability Contribution and a further amount of
DM 14 million should be further non-registered Compulsory
Contribution. As a consequence of the above described capital
increase, Hella KG and Excel will have the following fixed
capital quota:
Hella KG
- Liability Contribution DM 13 m
- further non-registered Compulsory Contrib-
ution DM 6 m
-----------------
DM 19 m
Excel
- Liability Contribution DM 30.34 m
- further non-registered Compulsory Contrib-
ution DM 14.00 m
-----------------
DM 44.34 m
3. Excel further wishes to acquire from certain individual
Sellers their loans made to Xxxxxx KG in an amount of
DM 4,440,985.00
for a consideration in the same amount. The partners' loans
currently outstanding against Xxxxxx KG amount to a total of
DM 25,308,214.00.
Thus, there remains a partners' loans in a total amount of
DM 20,867,229.00.
After the assignment described in the preceding sentence both,
the loan amount assigned to Excel as well as the remaining
partners' loans shall be converted into ordinary loans under
terms and conditions more specifically described in Attachment
F hereto.
4. As a result, the Sellers and the Xxxxxx GmbH Shareholders
shall have ceased to be limited partners of Xxxxxx KG and
shareholders of Xxxxxx GmbH, respectively, and Excel shall
have acquired a 70% participation, and Hella KG shall have
acquired a 30% participation in both the fixed capital of
Xxxxxx KG and the share capital of Xxxxxx GmbH.
B. Implementation Measures
5. Sellers and Excel shall, therefore, enter into the Share and
Partnership Interest Sale and Purchase Agreement (Attachment
B to the present Notarial Deed) aimed at the transfer of
(i) shares in the aggregate nominal value of 70% of the share
capital of Xxxxxx GmbH
(ii) and partnership interests in the aggregate nominal amount
of approximately 56.67% of the fixed capital of Xxxxxx
KG.
The Sellers and Hella KG hereby expressly consent to the sale
and transfer of the relevant shares in the share capital of
Xxxxxx GmbH by the Xxxxxx GmbH Shareholders (as defined in
Sect. 6 below) to Excel.
6. Mrs. Eugenie Friesenhausen, Dr.-Ing. Xxxxxx Xxxxx, Xxx. Xxxx-Xxxx
Xxxx-Xxxxxx and Xx. Xxxx Xxxxxxxxx Xxxxxx ("Xxxxxx GmbH
Shareholders"), who are the sole current shareholders of
Xxxxxx GmbH, shall sell and transfer to Hella KG, and Hella KG
shall purchase and acquire from them, their remaining
participation in Xxxxxx GmbH in the aggregate nominal amount
of 30% of Xxxxxx GmbH's share capital, so as to put into
alignment Hella KG's participation ratios in Xxxxxx KG and
Xxxxxx GmbH. The sale and transfer shall be effected by
operation of the Share Transfer Agreement (Attachment C to
this Notarial Deed).
7. Excel and Hella KG shall agree to
(i) an increase in the fixed capital quotas of Xxxxxx KG by
subscription to the following additional Liability
Contributions and further non-registered Compulsory
Contribution: in the case of Excel in the amount of
- Liability Contribution DM 13.34 m
- further non-registered Compulsory Contrib-
ution DM 14 m
-----------------
DM 27.34 m
and
in the case of Hella KG in the amount of
- further non-registered Compulsory Contrib-
ution DM 6 m
and
(ii) an amended Partnership Agreement for Xxxxxx KG and
Articles of Association of Xxxxxx GmbH pursuant to the
Shareholders' Agreement (Attachment D to this Notarial
Deed).
8. The Sellers, Xxxxxx KG and Excel shall agree to
(i) the assignment to Excel of a portion of the loan
currently outstanding to the Sellers pursuant to the
Assignment Agreement (Attachment E to this Notarial Deed)
and
(ii) the documentation of such loan (assigned and non-assigned
portion) pursuant to the Loan Agreement (Attachment F to
this Notarial Deed).
9. The Guarantor, being the ultimate parent company of Excel,
hereby guarantees the due performance of Excel's obligations
assumed under and in connection with this Agreement and
Attachments B through E to this Notarial Deed.
10. Any disputes or controversies arising out of or in connection
with this Agreement and Attachments B through E to this
Notarial Deed shall be settled by arbitration in accordance
with the Arbitration Agreement (Attachment G to this Notarial
Deed).
This Agreement shall be governed by the laws of the Federal
Republic of Germany.
____________________, this ______ day of _______________ 1998
____________________________________
( )
on behalf of Hella KG
____________________________________
( )
on behalf of the Sellers
____________________________________
( )
on behalf of Xxxxxx KG
____________________________________
( )
on behalf of Excel
____________________________________
( )
on behalf of the Guarantor
