Exhibit G
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AMENDMENT NO. 2 TO THE AGREEMENT DATED JULY 8, 2000
BETWEEN:
Mevra Beheer BV, a company organised under the laws of the Netherlands, having
its registered office at 3439 MG Xxxxxxxxxx, Xxxxxxxxxxx, 0-0, Xxxxxxxxxxx,
registered at Registry of Commerce under number 30127674, represented by Xx.
Xxxxxx Xxxxxxxxxx, its chairman, and by Xx. Xxxx Xxxxxxxxxx, its director, duly
empowered,
(hereafter the "Promissor")
OF THE FIRST PART,
Protection Participation, a French societe civile having its registered office
at Z.I Xxxxx Xxxx XX, 00 xxx xx xx Xxxxxxx, 00000 Xxxxxxxx-xx-Xxxxxx, registered
at the commercial companies registry of Bobigny under number D 432 081 503,
represented by Mr. Philippe Bacou, its gerant, duly empowered,
(hereafter the "First Beneficiary"),
Hobar Corporation NV, a company organised under the laws of The Netherlands
Antilles established at Curacao, Caracasbaaiveg 201, registered at the Chamber
of Commerce of Curacao under number 60551, represented by its General Manager
CTF Corporation NV, itself represented by Mr. Philip Willem van der Heijden,
(hereafter the "Second Beneficiary"),
Sauvegarde LLC, a Delaware limited liability company, having its offices at 0000
Xxxxx Xxxxxx Xxxx, Xxxx Xxxx Xxxxx, Xxxxxxx, XXX, represented by Xx. Xxxxxx
Xxxxxx, duly empowered,
(hereafter, the "Third Beneficiary"),
The First Beneficiary, Second Beneficiary and Third Beneficiary acting
severally and not jointly and hereafter together referred to as the
"Beneficiaries".
OF THE SECOND PART,
AND
1
Xxxxxxxxxx International NV, a company organised under the laws of Belgium,
having its registered office at Xxxxxxxxxxxxxx, 000, X-0000, Xxxxxxxx, Xxxxxxx,
registered at the Registry of Commerce of Antwerp under number n(degree) 322
211, represented by Xx. Xxxxxx Xxxxxxxxxx, duly empowered,
(hereafter referred to as the "Guarantor")
OF THE THIRD PART.
WHEREAS:
On July 8, 2000 the Promissor, the Beneficiaries and the Guarantor
have entered into an agreement amended pursuant to an amendment (the "Amendment
no. 1") dated April 24, 2001, (the agreement as amended pursuant to the
Amendment no. 1 being hereafter referred to as the "Agreement"), whereby,
subject to the terms and conditions set forth therein, the Promissor granted to
the Beneficiaries an option to purchase 470,953 shares in the company Bacou SA,
a French societe anonyme registered under number 348 982 307 RCS Romans.
On September 1, 2000 the Beneficiaries exercised the option to
purchase granted to them under the Agreement and acquired 470,953 shares of
Bacou SA.
On March 26, 2001 the Second Beneficiary notified the extension in
accordance with Section 2 of the Agreement.
IT IS NOW HEREBY AGREED AS FOLLOWS:
1. All terms commencing with a capital letter will have the meaning
ascribed to them in the Agreement, unless otherwise defined herein.
2. At the fifth line of Article 1.2(e) of this Agreement, the terms "and
the Third Block of Shares" are added after the terms "the Second Block
of Shares".
3. Paragraph (a) of Article 1.3 of the Agreement is deleted and replaced
by the following provisions:
"(a) The purchase price for 34,249 Shares (the "First Block of
Shares") is fifty five million French Francs (FRF
55,000,000) plus interest determined in accordance with
Article 1.3(c) below (the "Price of the First Block of
Shares"). The First Block of Shares is allocated as follows
among the Beneficiaries: First Beneficiary: 11,417 Shares;
Second Beneficiary: 22,832 Shares.
2
The purchase price of 248,323 shares (the "Second Block of
Shares") is four hundred forty eight million one hundred
eighty five thousand and seven hundred sixty six French
Francs (FRF 448,185,766) plus interest determined in
accordance with Article 1.3(d) below (the "Price of the
Second Block of Shares"). The second Block of Shares is
allocated as follows among the Beneficiaries: First
Beneficiary 82,774 shares; Second Beneficiary: 165,549
shares.
The purchase price of 188,381 shares (the "Third Block of
Shares") is three hundred thirty nine million nine hundred
ninety nine thousand and four hundred forty eight French
Francs (FRF 339,999,448), plus interest determined in
accordance with Article 1.3(e) below (the "Price of the
Third Block of Shares"). The Third Block of Shares is
allocated among the Beneficiaries as follows: Third
Beneficiary: 188,381 Shares.
4. Paragraph (b) of Article 1.3 of the Agreement is deleted and replaced
by the following provisions:
"(b) The Price of the First Block of Shares shall be paid to the
Promissor as follows:
At the Closing of the First Block (i) the First Beneficiary
shall pay by wire transfer to the Promissor bank account, as
shall be notified by the Promissor, the amount of 33.1/3
percent of the Price of the First Block of Shares, and (ii)
the Second Beneficiary shall pay by wire transfer to the
Promissor bank account, as shall be notified by the
Promissor, the amount of 66.2/3 percent of the Price of the
First Block of Shares;
The Price of the Second Block of Shares shall be paid to the
Promissor as follows:
At the Closing of the Second Block, and subject to the
reduction in the Price of the Second Block of Shares set
forth in Article 1.5, (i) the First Beneficiary shall pay by
wire transfer to the Promissor bank account, as shall be
notified by the Promissor, the amount of 33.1/3 percent of
the Price of the Second Block of Shares,(ii) the Second
Beneficiary shall pay an amount equal to 66.2/3 percent of
the Price of the Second Block of Shares, the Second
Beneficiary effecting such payment by paying an amount of
LUF 1,650,000,000 plus, for the period between October 1,
2000 and the date of Closing of the Second Block, interest
calculated on three month Euribor plus one percent (1%),
interest being calculated on the effective number of days
elapsed, to Alesia S.A., a Luxembourg company, having its
registered office at Xxx Xxxxxxxxx 00, Xxxxxxxxxx, by wire
transfer to Alesia S.A. bank account, as shall be notified
by Alesia S.A., the balance of the payment of the price to
be paid by the Second Beneficiary being paid to the
Promissor by wire transfer to the Promissor bank account, as
shall be notified by the Promissor; such payment stipulation
in favour of Xxxxxx shall be construed as a "stipulation
pour autrui", accepted by Xxxxxx, it being specified for the
sake of clarity that the Second Beneficiary shall have no
obligation whatsoever to make any payment to Xxxxxx in the
event the Price of the Second Block of Shares is not due and
payable, including following termination of the purchase of
the Second Block of Shares in accordance with Article 3
below, and that the Second Beneficiary may oppose to Xxxxxx
all the exceptions that it may oppose to the Promissor
hereunder.
3
The Price of the Third Block of Shares shall be paid to the
Promissor as follows:
At the Closing of the Third Block of Shares, and subject to
the reduction in the Price of the Third Block of Shares set
forth in Article 1.5, the Third Beneficiary shall pay by
wire transfer to the Promissor bank account, as shall be
notified by the Promissor, the amount of the Price of the
Third Block of Shares;"
5. Paragraph (d) of Article 1.3 of the Agreement is deleted and replaced
by the following provision:
"(d) Interest at the Euribor rate (1 year) as shown on the
Telerate screen (currently page 248) under the aegis of the
Banking Federation of the European Union at approximately 11
a.m. (Brussels time) on December 1, 2000, plus a margin of
1% per annum, shall accrue as from December 1, 2000 until
the date of Closing of the Second Block on the amount of
four hundred forty eight million one hundred eighty five
thousand seven hundred sixty six French Francs (FRF
448,185,766) less the First Beneficiary Deposit and Second
Beneficiary Deposit (and as from its payment date, less the
Second Beneficiary Additional Deposit), such interest being
calculated on the basis of the actual number of days elapsed
in a 365-day year."
6. The following paragraph (e) is added at the end of Article 1.3 of the
Agreement:
"(e) Interest at the Euribor rate (1 year) as shown on the
Telerate screen (currently page 248) under the aegis of the
Banking Federation of the European Union at approximately 11
a.m. (Brussels time) on December 1, 2000, plus a margin of
1% per annum, shall accrue as from December 1, 2000 until
the date of Closing of the Third Block on the amount of
three hundred thirty nine million nine hundred ninety nine
thousand four hundred forty eight French Francs (FRF
339,999,448) less the Third Beneficiary Deposit (and as from
its payment date, less the Third Beneficiary Additional
Deposit)."
7. The first paragraph (a) of Article 1.4 of the Agreement is deleted and
replaced by the following provision:
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"(a) In the event that the Closing of the Second Block and the
Closing of the Third Block occur, then the aggregate of the
Price of the Second Block of Shares and the Price of the
Third Block of Shares shall be increased by a supplementary
price (hereafter the "Supplementary Price") calculated on
the basis of the Bacou SA Value (as defined in paragraph (c)
hereafter), as follows: (...)" 8. Article 2 of the Agreement
is deleted and replaced by the following provision:
"3. Closing
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The closing in respect of the First Block of Shares (the
"Closing of the First Block") shall occur on May 31, 2001,
at the latest. At the Closing of the First Block the
Beneficiaries shall pay the Price of the First Block of
Shares in the manner set forth in Article 1.3(b).
The closing in respect of the Second Block of Shares (the
"Closing of the Second Block") shall occur at a date
determined by the First and Second Beneficiaries on or
within 5 days from the date of occurrence of the Transfer of
Control of the Company.
The closing in respect of the Third Block of Shares (the
"Closing of the Third Block") shall occur at the later of
(i) a date determined by the Third Beneficiary on or within
5 days from the date of occurrence of the Transfer of
Control of the Company or (ii) September 6, 2001.
At the Closing of the Second Block, the First and Second
Beneficiaries shall pay the Price of the Second Block of
Shares in the manner set forth in Article 1.3(b).
At the Closing of the Third Block, the Third Beneficiary
shall pay the Price of the Third Block of Shares in the
manner set forth in Article 1.3(b).
If no transfer of Control of the Company occurs, then any
one of the Beneficiaries shall notify the Promissor of the
non-occurrence of the Closing of the Second Block and the
Closing of the Third Block."
9. Article 3 of the Agreement is deleted and replaced by the following
provisions:
"3. Conditions
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In the event that either (a) the Closing of the Second Block
does not occur on October 1, 2001 at the latest and the
Second Beneficiary and the Third Beneficiary do not elect to
extend the date for Closing of the Second Block to December
31, 2001, as provided for in Article 1.5 above, or (b) the
Closing of the Second Block does not occur on December 31,
2001 at the latest, then the purchase by each Beneficiary of
the Shares of the Second Block of Shares and of the Third
Block of Shares purchased by such Beneficiary following
exercise of the Option in accordance with Article 1.2 above,
shall be automatically ("automatiquement et de plein droit")
terminated, such termination being effective, without
retroactive effect, in the event of (a) above on October 4,
2001 and in the event of (b) above, on January 1, 2002 (each
such date being hereafter referred to as the "Date of
Termination of the Second Block").
5
The Beneficiaries and the Promissor agree that following
such termination, all Beneficiaries shall have, as their
sole obligation hereunder, to surrender on the Date of
Termination of the Second Block, all the Shares of the
Second Block of Shares and of the Third Block of Shares."
10. In Article 5 of the Agreement, the words "provided that...Date of
Termination of the Second Block" are replaced by the words:
"Provided that the Shares of the First Block of Shares shall
be automatically released from the Escrow Account at the
Closing of the First Block, and the Shares of the Second
Block of Shares and of the Third Block of Shares shall be
automatically released from the Escrow Account on the date
of Transfer of Control of the Company or on the Date of
Termination of the Second Block, whichever occurs first, in
all instances, free from all liens, pledges, rights or
claims of any nature whatsoever".
11. This Amendment only amends and supersedes the Agreement to the extent
that it is expressly stated in this Amendment. This Amendment is not a
novation to the Agreement.
12. Any dispute arising out of or in relation to this Amendment shall be
exclusively brought before the competent French Courts.
13. This Amendment is governed by and construed in accordance with French
law.
IN WITNESS WHEREOF the parties hereto have signed this agreement in
six originals, on May, 2001.
THE PROMISSOR:
/s/ Xxxxxx Xxxxxxxxxx
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Name: Xx. Xxxxxx Xxxxxxxxxx
Title: Chairman
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/s/ Xxxx Xxxxxxxxxx
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Name: Xx. Xxxx Xxxxxxxxxx
Title: Director
THE FIRST BENEFICIARY:
/s/ Philippe Bacou
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Name: Mr. Philippe Bacou
Title: Gerant
THE SECOND BENEFICIARY:
/s/ Philip Willem van der Xxxxxx
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Name: Mr. Philip Willem van der Xxxxxx
duly authorized
THE THIRD BENEFICIARY:
/s/ Xxxxxx Xxxxxx
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Name: Xx. Xxxxxx Xxxxxx
duly authorized
THE GUARANTOR:
/s/ Xxxxxx Xxxxxxxxxx
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Name: Xx. Xxxxxx Xxxxxxxxxx
duly empowered
