Exhibit 9
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SECOND AMENDMENT
TO
CENTAURUS SHAREHOLDERS AGREEMENT
AGREEMENT made as of the 9th day of March, 1999, among Centaurus
Management, LDC ("Centaurus"), Azzurra, Inc. ("Azzurra"), Ixion LDC ("Ixion"),
Xx. Xxxxxxx Xxxxx, Xx. Xxxxxx Bulgari, Xx. Xxxxxxx Xxxxx and Mr. Xxxx Xxxxxx.
Azzurra and Ixion are hereinafter sometimes referred to individually as a
"Shareholder", and collectively as the "Shareholders". Messrs. Arbib, Bulgari
and Xxxxxx are hereinafter sometimes referred to collectively as an
"Individual", and collectively as the "Individuals". Each Shareholder and
Individual are hereinafter sometimes referred to as a "Party" and are
collectively referred to as the "Parties".
WITNESSETH
WHEREAS, the Individuals organized Tamarix Investors LDC ("TI")
for the sole purpose of acquiring equity securities of Trident Rowan Group, Inc.
("TRG"); and
WHEREAS, Messrs. Arbib and Bulgari, on the one hand, and Messrs.
Xxxxx and Xxxxxx, on the other hand, organized Ixion and Azzurra, respectively,
to own their respective interests in Centaurus, the managing shareholder of TI;
and
WHEREAS, the Parties hereto wish to clarify their relationship
and in connection therewith to serve the best interests of TRG and TI; and
WHEREAS, the Shareholders and the Individuals entered into the
Centaurus Shareholder Agreement as of the 25th day of April 1997; and
WHEREAS, the Shareholders and the Individuals entered into the
Amendment to Centaurus Shareholders Agreement as of the 5th day of December 1997
(the Centaurus Shareholder Agreement, as so amended the "Agreement"); and
WHEREAS, the Shareholders and the Individuals wish to further
amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Shareholders and the Individuals hereby agree as follows:
1. TI agrees to transfer to Ixion or its nominees 634,921
shares of common stock of TRG owned by TI, and Centaurus
agrees to transfer
to Ixion or its nominees 145,630 warrants of TRG owned by
Centaurus as specified on Exhibit I hereto.
2. In consideration of and simultaneously with the transfer
in Section 1 above:
(i) Bulgari, Arbib and Ixion shall return to TI for
cancellation all of their share certificates in TI
and Centaurus;
(ii) Bulgari and Arbib shall resign as officers and
directors of TI and Centaurus;
(iii) Bulgari, Arbib, and Ixion shall have no further
right or interest of any kind in TI or Centaurus;
and
(iv) Bulgari, Arbib, and Ixion, their affiliates and
advisor shall hereby be released from and shall be
indemnified and held harmless by TI, Azzurra,
Xxxxxx, and Xxxxx against any liability or
obligation whatsoever in connection with TI and
Centaurus.
3. Each of TI on the one hand and Ixion and Gianni Bulgari
jointly on the other hand (collectively with each of their
respective affiliates, the "Indemnifying Party") shall
indemnify and hold harmless the other Party (collectively
with each of their respective affiliates, the "Indemnified
Party") for any damages, costs and expenses that the
Indemnified Party incurs resulting from a claim that the
Indemnifying Party failed to satisfy 50% of the put of TRG
shares exercised by Finprogetti.
4. The Parties agree to continue to vote together all shares
of TRG owned by them or their affiliates (including shares
owned legally or beneficially and shares over which any of
them have a proxy or voting control) for the election of
TRG directors and for all other TRG decisions where a
shareholder vote is required, provided, however, that if
the Parties are unable to agree unanimously on how to vote
their TRG shares, then each Party shall be allowed to vote
his or its TRG shares as he/it so desires and TI shall
waive any rights it may have under the Inducement
Agreement or otherwise with respect to such vote.
5. The Parties acknowledge that, with respect to the
agreements reflected in this second amendment to the
Agreement and all other agreements they have entered into
with each other relating to their investment in TRG, TI
and Centaurus (collectively, the "TRG Agreements"), no
dispute has existed or continues to exist between them and
no events have arisen which have or could give a cause of
action to any of them
regarding the TRG Agreements. Accordingly, each Party
agrees that it or he shall not bring any claim, action, or
suit against another Party that relates to any of the XXX
Xxxxxxxxxx.
0. Xxxx xx Xxxxx, Xxxxxxx and Arbib represent that they have
incurred no obligations on behalf of TI (other than
actions taken by Arbib in the ordinary course of his duty
as a Director of TI which have been disclosed to Xxxxxx),
and that they have declared in writing to TI, Azzurra,
Xxxxxx, and Xxxxx all information relating to all fees or
obligations (including professional fees) that TI may be
obligated to satisfy. TI represents that it has paid all
bills, including professional fees, submitted to it for
payment.
7. Simultaneously with the execution hereof, the Parties
shall deliver to Xx. Xxxxxx for filing fully executed
copies of all mutually satisfactory resolutions and the
documents annexed hereto, which are necessary to finalize
the matters covered in this agreement and any other
previous matters relating to Centaurus and TI.
8. This agreement supersedes all prior agreements solely
among the Parties, which prior agreements are considered
null and void.
9. The Agreement and this Amendment thereto shall be governed
by the laws of the State of New York without regard to its
conflict of laws and principles. Any dispute hereunder
shall be adjudicated in any federal or state court located
in the Southern District of the State of New York. The
Parties hereby consent to the jurisdiction of such courts
and waive any claim they may have that such forum is not
convenient.
10. The Parties shall do all such things and provide all such
reasonable assurances as may be required to consummate the
transactions contemplated hereby, and each Party shall
provide such further documents or instruments required by
any other Party as may be reasonably necessary or
desirable to effect the purpose of this amendment to the
Agreement and carry out its provisions (including
providing the necessary instructions to their respective
counsel and TRG), or modify any term hereof that may be
deemed or determined to be unenforceable or in conflict
with any other arrangement between or among the Parties in
order to effect the interests and purposes hereof as
closely as possible. The stock and warrants transferred
pursuant to paragraphs 1 and 2 hereof shall be accompanied
by appropriate transfer instruments and all such transfers
shall be free and clear of all liens, claims and
encumbrances.
11. [Omitted.]
IN WITNESS WHEREOF, the parties hereto have hereunto set their hand as
of the date first above written.
CENTAURUS MANAGEMENT, LDC
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
AZZURRA, INC.
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
IXION, LDC
By: /s/ Gianni Bulgari
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Gianni Bulgari
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
By: /s/ Gianni Bulgari
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Gianni Bulgari
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
