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EXHIBIT 9.1
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SHAREHOLDERS AGREEMENT
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This agreement (the "Agreement") is made and effective as of this 16th day of
December of 1994.
BY AND AMONG
STET INTERNATIONAL NETHERLANDS NV (HEREINAFTER REFERRED TO AS "SIN"), a company
duly organized and existing under the laws of The Netherlands, having is
headquarters at Amsterdam, Hoeckenrode 6-8, through its representative Mr.
Xxxxxx De Rimini,
on one side, and
- NEVASA HOLDINGS LTD. (HEREINAFTER REFERRED TO AS "NEVASA"), a company duly
organized and existing under the laws of Ireland, having its headquarters at
Xxxxx Xxxxx, 00 Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx 0, represented by Xx.
Xxxxxxxxx Xxxxxxxx Xxxxx.
- LAIF-LATIN AMERICAN INVESTMENT AND FINANCE TRUST REG. (HEREINAFTER REFERRED
TO AS "LAIF"), a company duly organized and existing under the laws of
Liechtenstein, having its headquarters at Xxxxxxxxx 00, Vaduz, represented by
Xx. Xxxxx Xxxxx.
- JASDAN LTD. (HEREINAFTER REFERRED TO AS "JASDAN"), a company duly organized
and existing under the laws of Ireland, having its headquarters at Xxx Xxxxxx
Xxxxx, Xx. Xxxxxxxx Xxxxx, Xxxxxx, represented by Xx. Xxxxxxx Xxxxxx.
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- PEREMTORY SA (HEREINAFTER REFERRED TO AS "PEREMTORY"), a company duly
organized and existing under the laws of Uruguay, having its headquarters at
Plaza Independencia 811, Montevideo, represented by Xx. Xxxxxxx X. Xxxxxxxxx.
(LAIF, JASDAN and PEREMTORY hereinafter are also jointly referred to
collectively as the "Minority Stockholders")
- CORPORACION IMPSA S.A. (HEREINAFTER REFERRED TO AS "CORIM") a company duly
organized and existing under the laws of Argentina, having its headquarters at
Av. X. Xxxxxx 940, 19th floor, Buenos Aires, represented by Xx. Xxxxxxx X.
Xxxxxxxxxx;
- XX. XXXXXXX XXXXXX XXXXXXXXX (HEREINAFTER REFERRED TO AS "VERDAGUER") an
individual with Pas# 10.909.609, residing at Xx. X.X.Xxxx 000, Xxxx Xxxxxxx,
Xxxxxx Xxxxx, Xxxxxxxxx; and
- XX. XXXXXXX XXXX VIVO CHANETON (HEREINAFTER REFERRED TO AS "VIVO"), an
individual with Pas# B-332.763, residing at Xx. X.X.Xxxx 000, Xxxx Xxxxxxx,
Xxxxxx Xxxxx, Xxxxxxxxx;
(CORIM, Verdaguer and Vivo hereinafter also jointly referred to as "Grupo A")
on the other side.
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Both SIN and NEVASA hereinafter are also jointly referred to collectively as
the "Shareholders" and all of the parties hereto being hereinafter collectively
referred to as the "Parties".
WHEREAS
A. SIN and GRUPO A have executed on March 21st, 1994, a Memorandum of
Understanding (the "MoU") and on August 3rd, 1994, an Agreement both
establishing the main principles of a possible cooperation and joint venture
in Central and Latin America relating to certain areas of activity in the
field of voice, data and image transmission through satellite technologies
such as VSAT, IBS Dataplus and VAS services including any media and
technology related thereto.
B. Grupo A has established in the State of Delaware, through its 100% subsidiary
NEVASA a wholly owned holding company denominated Impsat Corporation (the
"Company") duly organized and validly existing under the laws of Delaware
headquarters at Corporation Trust Center, 000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxx of Newcastle, Delaware, United States of America and that directly
and/or indirectly owns the share capital of different companies including,
without limitations, Resis Ingenieria S.A., Impsat, S.A., the Colinvertel
S.A. subsidiary, and Telecommunicaciones IMPSAT S.A., the Pajo AG subsidiary,
as set forth in Exhibit 1. Furthermore, the Company has the purpose of
controlling shares and coordinating management of all the companies set forth
in Exhibit 1, and the other companies that in the future could be established
by the Company (both, the companies set forth in Exhibit 1 and such future
companies are hereinafter referred as "the Companies") in order to operate in
the field of the Business under the licenses already granted or to be
granted.
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C. Concurrently with the execution of this Agreement, SIN purchased - as
detailed in point D below - such number of shares in the Company which
equals the 25% of the entire issued and outstanding capital stock of the
Company itself (the "Shares") as set forth in Exhibit 2.
D. The Parties intend to define and regulate herein their respective roles,
rights and obligations within the Company, based also on the representations
and warranties set forth in the agreement (the "SPA") executed among SIN,
NEVASA and the Minority Stockholders, on the date hereof, attached hereto as
Exhibit 3.
Now therefore the Parties, in consideration of the foregoing and in express
reliance upon the mutual premises and representations contained herein.
AGREE AS FOLLOWS:
1. ENTIRE AGREEMENT
1. The aforesaid premises, together with the Exhibits and the Annexes,
constitute an integral and substantial part of this Agreement.
2. DEFINITIONS
For the purpose of this Agreement, the following terms shall have the
following meanings:
2.1. "BUSINESS" shall mean certain Telecommunication Services directed to
private networks and Value Added Services using all the available
technologies. Initially the Companies will provide services such as VSAT,
Dataplus, IBS, MCW (Microwaves) and Value Added Services (VAS).
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2.2. A "SUBSIDIARY" of a Party shall mean a company in which such Party owns
beneficially and of record, directly or indirectly, more than fifty percent
(50%) of the voting rights in the issued and outstanding capital stock of
such company.
2.3. The "TERRITORY" shall mean the territories generally known under the names
of Latin America and the Caribbean.
2.4. "CONTROL" shall mean the direct or indirect holding of more than 50% of the
shares or of the voting rights.
2.5. "INITIAL BUSINESS PLAN" shall mean the seven (7) years projections of the
Company and each of the Companies agreed among the Parties and attached
hereto as Exhibit 2.5.
2.6. "FUTURE BUSINESS PLANS" shall mean every four (4) years projections of the
Company and each of the Companies to be approved in each Fiscal year by the
Company's BoD.
2.7. "AFFILIATE" of a Party shall mean a company and/or a person which
controls, is controlled by or is under common control with said Party.
3. OBJECTIVES
The objectives of the Shareholders in entering into this Agreement are common
in purpose:
3.1. to strengthen and improve the Business of the Company to make it
competitive, and
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3.2. to expand the services within the Business of the company.
4. MISSION OF THE COMPANY
In addition to the provision established in point B of the premises herein
above, the Company has the mission through its Board of Directors to:
4.1. Define the General Strategy of the Company and its Subsidiaries and the
Operative Strategies of each of the Companies.
4.2. Define, manage and control the financial matters of the Company and of
each of the Companies.
5. ORGANIZATION OF THE COMPANY
5.1. Each Shareholder undertakes with the others to exercise all voting rights
available to it as a shareholder and to procure its representative
directors to exercise all powers available to them in relation to the
Company and/or the Companies so as to give full effect to the terms and
conditions of this Agreement.
5.2. All the Directors of the Company and the Companies shall act for the best
interest of the Company and the Companies.
Should the Board of Directors of the Company and/or the Companies cannot
take a decision due to the negative vote of any Director/s, such Director/s
shall have to give the reasons of such negative vote.
5.3. The Company shall be managed by a Board of Directors ("BoD") which shall
have the authority to approve, inter alia, the Company's strategy,
operating budgets, capital budgets, investment activities and major
contractual agreements.
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The BoD shall consist of eight (8) Directors of whom one shall be Chairman.
SIN shall have the right to designate, remove and substitute 2 (two)
directors in the Company's BoD. SIN shall promptly notice Grupo A of the
name of the directors to be appointed, as well as for any respective
changes, and Grupo A shall promptly cause the appointment of such
directors in the BoD.
The Shareholders agree that SIN shall have the right at any time to
designate, remove and substitute the 25% of the directors representing the
Company at the Companies BoD; such proportion of 25% represents the
shareholding SIN owns of the Company. SIN will be entitled to designate by
no means never more than 25% of the directors that the Company is able to
designate in the Companies, but in any case, at least one member.
5.4. The meetings of the BoD of the Company shall be held whenever called by the
President or by one of the directors, at such time and place as may be
specified in the respective notices thereof.
5.5. Notice of the meetings of the Board of Directors of the Company, their
agenda and the relevant necessary documentation shall be mailed directly to
each director, addressed to him at his residence or usual place of business
and received by him, at least seven (7) days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegram,
telex or fax, or shall be delivered to him personally, not later than five
(5) days before the day on which the meeting is to be held.
5.6. The BoD decisions shall validly be made with the favorable vote of at least
51% of the members attending to the meeting, except for the major decisions
referred to in Clause 5.7 hereof.
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5.7. The BoD members will be required to pass resolution on the following
matters with the affirmative vote of at least one of the members designated
by SIN:
a. - any change of the Company or Companies' deed of incorporation and/or
by-laws or any amendment thereto;
b. - proposals of capital increase or decrease of the Company and/or the
Companies;
c. - disposition of assets in excess of twenty percent (20%) of the last duly
approved Business Plan, including but not limited to the disposition of
the shareholding ownership in the Companies and except any transfer of
assets among the Company and/or the Companies;
d. - give any guarantee to secure the liabilities or obligations of any person
other than the Companies;
e. - any substantial change in the nature or operation of the Businesses in
the Company and/or adoption of new business initiative of the Company
and/or the Companies, other than the Business;
f. - the appointment of a reputable, internationally recognized independent
firm of certified accounts to audit the books and records of the Company
annually at the expense of the Company;
g. - adoption and/or amendment of the Future Business Plans;
h. - Increase of indebtness in excess of twenty percent (20%) of the last duly
approved Business Plan;
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i. - the establishment of a dividend policy, and any amendment thereto; unless
otherwise unanimously stated by the Shareholders, the Company, to the
extent permitted by law, shall pay to its Shareholders every year dividends
equal to 100% of the total amount of the net profits;
j. - the determination of the remuneration of the Chairman, the Chief Executive
Officers and the Directors of the Company and of the Companies provided
that such remuneration is in excess of standards of the industry;
k. - any decision in the field of the international activities of the Company
and/or of the Companies out of the Territory, except the activities between
the Territory and the United States of America (USA);
l. - any act, agreement and/or understandings between the Company and/or each of
the Companies on one side and directly and/or indirectly each of the
Shareholders and/or the Parties on the other side;
m. - formation of subsidiaries or the entering into any joint venture or other
similar arrangements either directly or through any of the Companies,
including the material terms thereof;
n. - liquidation, dissolution and wind-up of the Company;
5.8. It will be considered that the Directors designated by SIN have approved
any of the matters requiring the special vote in the case that the
Directors designated by SIN don't assist to the Board Meeting or don't vote
the matter in question by fax before the Board Meeting, provided that all
the requirements set forth in 5.5 of this Agreement have been executed.
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5.9. The Shareholders shall cause that in the General Shareholders Meeting
be voted accordingly to the decisions made by the Board of Directors.
The Shareholders shall cause that the members designated by each of them
within the BoD of each of the Companies shall vote accordingly to the
decision adopted by the Company's BoD.
5.10. The selection and choice of the "key managers" of the Companies that
shall be the highest level below the Managing Director, shall be based
on the best skills available, taking into consideration the interest of
the Companies and the proposals made by SIN and NEVASA. One of the said
"key managers" of each of the Companies shall be indicated by SIN
subject to the approval of the respective CEO of each of the Companies.
The Shareholders acknowledge and agree that SIN is entitled to propose
and designate, and NEVASA shall consequently cause the appointment of
the following "key managers" of the Company: (i) Responsable de Control
de Gestion, (ii) Responsable de New Business Development. Should the
Company's Chief Executive Officers (CEO) not approve the "key managers"
proposed by SIN, taking into account the best interest of the Company,
SIN shall be entitled to propose another candidate for the same position
and in any case such position shall be covered by SIN's candidates.
5.11. The Company shall use its best effort, on a continuing basis to promptly
refine and/or modify the Initial and Future Business Plan when and as
refinements and/or modifications become appropriate. Furthermore NEVASA
shall cause that the Future Business Plans will be submitted each Fiscal
Year to the Company's BoD. The Parties acknowledge and agree that the
Budget of the Company and of the Companies shall be the first year
projection respectively of the Initial and Future Business Plan.
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6. Technological and Technical Assistance
NEVASA shall cause and SIN shall vote in favor that each of STET International
S.p.A., on SIN's side, and one company which will be designated by NEVASA, on
NEVASA's side, shall be entitled to execute no later than nine (9) months after
the date hereof with each and any of the Companies a technological and
technical assistance agreement substantially similar to the form, attached
hereto as Exhibit 6 (the "TTAA"), according to which they shall receive for
eight (8) years the following royalty: 1% in 1995, 3% in 1996 and 1997 and 3.5%
from 1998 to 2002 of each of the Companies' revenues in consideration for the
availability of the Parties' know-how. Such royalty shall distributed: 25% for
STET International SpA and 75% for the company that NEVASA will designate.
7. Restrictions on transfer of the Shares
7.1. For the period of the first six (6) years from the date hereof, no
Company shares shall be validly assigned, transferred, encumbered,
disposed or otherwise removed from the direct ownership of each of
the Shareholders unless otherwise mutually agreed by the Parties. The
above mentioned provision shall be applied also respectively both to the
shares representing the control exercised by CORIM, PEREMTORY and JASDAN
on NEVASA provided however that CORIM, PEREMTORY and JASDAN shall in any
case be prevented from assigning, transferring or otherwise disposing
any of their shares in NEVASA to any Telecommunications operator during
such period, and to the shares representing the control exercised by
STET INTERNATIONAL SpA on SIN. The above mentioned provision shall not
apply to the shares owned by the Minority Stockholders.
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7.2. RIGHT OF FIRST REFUSAL: After the lapse of six (6) years from the date
hereof, the Shares shall be freely transferable, provided however that
the Shareholders shall each have a right of first refusal to acquire the
shares of the capital stock of the Company which another Shareholder
intends to sell, under the following terms:
(A) The Shareholder wishing to sell all or part of its shares (the
"Selling Shareholder") shall notify the other Shareholder in writing of
its intention to sell such shares to third parties, stating the name of
the proposed purchaser, the terms and conditions of the proposed sale
and, without limitation, the price and conditions of payment, not less
than thirty (30) days prior to the proposed completion of such sale.
During such thirty (30) days notice period, the other Shareholder shall
have the right, to acquire all of the shares offered by the Selling
Shareholder, at the price and on the terms and conditions specified in
the written notice of intention. The other Shareholder not wishing to
purchase the shares, shall so notify the Selling Shareholder in writing.
(B) In the event the Selling Shareholder receives notice that the other
Shareholder does not intend to acquire such shares or if the Selling
Shareholder does not receive a notice that the other Shareholder intends
to exercise the right of first refusal to acquire the shares within such
period of 30 days, the Selling Shareholder shall have the right to sell
such shares, within sixty (60) days from receipt of such notice, at the
same terms and conditions and to the same proposed purchaser specified
in the notice.
7.3. After the lapse of six (6) years from the date hereof, in the event
NEVASA decides to sell and/or transfer the Shareholding control of the
Company to any third party (the Transfer Control), NEVASA shall notify
SIN in writing of its intention specifying the name of the proposed
purchaser, the number of the shares
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to be sold, the price and any other terms and conditions of the transaction
(Written Notice of Intention), not less than thirty (30) days prior to the
proposed completion of such transaction (the Notice Period). During such
Notice Period, SIN shall have the right to sell all of its shares, at the
price and on the terms and conditions specified in the Written Notice of
Intention. If SIN wishes to sell its shares and so notifies within the
Notice Period, then NEVASA, if confirms its intention to make the Transfer
Control, shall be obliged, in case of effective Transfer of Control, to
acquire SIN's shares or to take any action so that SIN's shares will be
transferred on the same terms and conditions specified in the Written
Notice of Intention, together with its own shares; consequently the
Transfer Control shall take place only in case NEVASA acquires or transfers
SIN shares if SIN so notify in compliance with this Article 7.3.
In the event NEVASA does not receive the notice that SIN intends to sell
its Shares pursuant this Section within the Notice Period, NEVASA shall
have the right to sell and transfer the control to any third party.
As used in this Article 7.3., Transfer of Control means any transfer of
shares so that after such transfer SIN and NEVASA jointly hold less than
the 51% of the shares of the Company.
7.4. Notwithstanding the foregoing, nothing in this Agreement shall be construed
as prohibiting transfer of the Company shares to any Affiliate of each of
the Parties with which the link of control with the original shareholder be
at least 51%, provided however that: (i) said transfer shall not relieve
the respective Party from any of its obligations hereunder; (ii) in the
event the above recalled minimum control link of 51% ceases to be met, the
respective transferring Party shall immediately repurchase the transferred
shares: and; (iii) for the period of the first six (6) years set forth in
Article 7.1 herein above, NEVASA, LAIF, JASDAN and
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PEREMTORY shall in any case be prevented from transferring, assigning or
otherwise disposing their Company shares to any of their respective
Affiliate partially owned by Telecommunications operators.
8. CERTAIN DUTIES OF THE PARTIES
8.1. With reference to the specific liability of each NEVASA and CORIM as to the
obligations set forth in the Agreement, it is hereby established the joint
and several liability of each of them and of their respective heirs and
successors with the others as to the compliance with any of the obligations
and duties stated in this Agreement.
8.2. It is intention of the Shareholders and Grupo A, whenever needed by the
Companies and/or IMPSAT Corporation, to grant to SIN and NEVASA and/or
their affiliates the possibility to provide to the Companies products,
services, know-how, satellite capacities and the activities related to the
design, engineering and implementation of the network, at arms length
condition to be agreed between the Shareholders, whether through direct
specific agreements or otherwise.
8.3. The Shareholders and Grupo A will make their best efforts to contribute to
the Company all of the shares they own directly or through their respective
affiliates in IMPSAT S.A. (Argentina), and to effect such contribution not
later than March 31, 1995.
8.4. Grupo A will contribute its shares of IMPSAT Comunicacoes Ltda. ("Brazil")
in IMPSAT Corporation as soon as SIN will assure the supply of the
Business, except VAS, in the Brazilian market on an exclusive basis through
the Company; such contribution will be valued at the documented cost
incurred by Grupo A until such time for obtaining the license described
below. Grupo A represents that it is
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currently negotiating a license in the field of the Business in Brazil
through IMPSAT Comunicacoes Ltda. Should IMPSAT Comunicacoes Ltda. obtain
the license before the said contribution by Grupo A of their shares in
IMPSAT Corporation, such contribution will be valued at the documented
costs incurred by Grupo A for obtaining the license.
8.5. The Shareholders and Grupo A agree that IMPSAT Corporation will establish
an activity in the field of Business in the United States of America,
probably in Miami area (the "U.S. Activity"), with the purpose of providing
services between the Territory and USA.
8.6. The Parties acknowledge and agree that Grupo A hereby commits itself to
cause:
(i) Resis SA, the current satellite capacity provider of most of the
Companies, to assign at a no cost basis, to two wholly owned subsidiaries
of the Company to be formed (hereinafter the "assignees") any and all the
agreements under which said satellite capacity and technical service and
assistance are supplied to the Companies, effective not later than sixty
(60) days from the date hereof; and
(ii) the Assignees not to terminate, breach or unaccomplish any of their
undertakings thereunder, and
(iii) the Assignees to grant, time by time, the most favorable conditions
in providing know-how, services, assistance and satellite capacity to the
Company and the Companies.
8.7. Each of SIN on one side and NEVASA and Grupo A directly and/or indirectly
also through their affiliates on the other side hereby acknowledge, agree
and undertake that any new business initiative in the Business except VAS
within the
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Territory shall be initiated, pursued and carried out by the Company,
unless otherwise agreed in writing among SIN, NEVASA and Grupo A,
provided, however, that any party shall not be, directly and/or indirectly,
prevented in any case from participating in any privatization process or in
any tender and/or directly or indirectly supporting or carrying on any
business initiative in the telecommunication field not focused on the
Business alone and in such case the provisions of this section 8.7 shall
not apply. As used in this section 8.7 "SIN" means any company directly or
indirectly controlled by SIN and/or its parent company STET INTERNATIONAL
SpA and/or STET Societa Finanziaria Telefonica p.A.
8.8 NEVASA and Grupo A acknowledge and agree to grant the Companies and the
Company full right worldwide, and exclusive within the Territory, of use of
"Impsat" trademark on a royalty free basis.
8.9 Should each of the Parties intend to initiate, pursue and/or carry out any
new business initiative in the Telecommunication field - other than the
Business-in the Territory such Party may submit, or may cause to be
submitted, such new business to the Company's BoD. If the Company's BoD
does not approve such matter or SIN exercises its veto right envisaged in
Art 5.7.e; such Party will be free to carry out such new business through
any other of its Affiliates, other than the Company itself and/or each of
the Companies and of the other subsidiaries that in the future could be
established.
In such case, the Parties will make their best efforts in order to assure
to the Company and/or the Companies specific commercial contracts or
agreements for the best interest of the Company and/or the Companies
themselves.
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8.10. The Parties agree that all international Telecommunications traffic
produced by the Companies within the Territory and the U.S.A. and terminated
outside the Territory and the U.S.A., will be enrouted on networks that will
be indicated by SIN at competitive terms and conditions in comparison to
comparable circumstances.
8.11. The Parties agree that all international switched telephone traffic
originated in the IMPSAT Network and directed to outside the Territory
(included traffic directed to U.S.A.), will be enrouted on networks that will
be indicated by SIN at competitive terms and conditions in comparison to
comparable circumstances.
8.12. SIN will provide -not on an exclusive basis- to the Company and/or the
Companies the access to STET integrated Telecommunications system generally
known as Global Offer Service as well as to STET's Value Added Services. The
Company and/or the Companies will be entitled to distribute only STET Global
Offer within the Territory, unless SIN decides to provide the same access to
other companies competing with the Companies in the Business.
9. ASSIGNMENT
9.1. Neither this Agreement nor any interest herein may be assigned, in whole
or in part, by any Party without the prior written consent of the other
Party, which consent shall not be unreasonably withheld as to assignments by
a Party to its subsidiary.
9.2. Assignments to subsidiaries shall not relieve the assigning Party from
the obligations arising out of this Agreement, nor from the liability for
breach of its provisions whether breach is before or after such assignment.
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9.3. Nothing in this Clause 9 shall supersede the restrictions established in
Clause 7 of this Agreement.
10. CONFIDENTIALITY
Other than as may be required by law or as may be agreed in writing by the
Parties, the Parties shall not disclose the existence of this Agreement, the
terms and conditions hereof nor any confidential information exchanged between
them as a result of this Agreement, without the previous written consent of the
other Party.
11. SEVERABILITY
Except as otherwise expressly provided by this Agreement, the invalidity of any
one or more provisions hereof or of any other agreement or instrument given
pursuant to or in connection with this Agreement shall not affect the remaining
portions of this Agreement or any such other agreement or instrument or any
part thereof, all of which are inserted conditionally on their being held valid
in law; in the event that one or more of the provisions contained herein or
therein should be invalid, or should operate to render this Agreement or any
such other agreement or instrument invalid, this Agreement and such other
agreements and instruments shall be construed as if such invalid provisions had
not been inserted: provided, however, that such severability of the remaining
portions of this Agreement or any such other agreements, whichever is the case,
shall be conditional upon substitution by the Parties, adopting good faith and
diligent negotiation and agreement within 30 days, of new provision(s) which
will as closely as possible replicate the void provision(s) and which will be
valid and enforceable.
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12. CUMULATIVE REMEDIES
Each right, power and remedy provided for herein or now or hereafter existing
at law, in equity, by statute or otherwise, shall be cumulative, and the
exercise or the forbearance of exercise by any Party of one or more of such
rights, powers or remedies shall not preclude the simultaneous or later
exercise by such Party of any or all such other rights, powers or remedies.
13. APPLICABLE LAW - JURISDICTION/ARBITRATION
This Agreement is governed by and construed in accordance with the Laws of
Switzerland. Any dispute, controversy or claim between the Parties hereto
arising out of or in connection with this Agreement, either during or after the
term hereof, shall be solely and finally settled by arbitration conducted in
the English language in Geneva, Switzerland, in accordance with the Rules of
Conciliation and Arbitration of the International Chamber of Commerce of Paris
("ICC") by three arbitrators selected and acting according to the said Rules.
The arbitrators shall be independent experts in international business
transactions. The Parties hereto shall abide by all awards rendered in
arbitration proceedings and expressly hereby waive and renounce any right
appeal of the arbitration award to any competent court; all such awards may be
enforced and executed in any court having jurisdiction over the Party against
whom enforcement of such award is sought. All arbitration awards hereunder
should be rendered and paid in United States Dollars.
14. NOTICES
Any notice, request, statement or other writing required or permitted by this
Agreement shall be deemed to have been sufficiently given when delivered
personally, sent by international courier, mailed by certified or registered
mail, postage prepaid, or
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sent by facsimile (with the original to promptly follow by personal delivery or
international courier, or with answerback confirmed), address as follows:
STET International Netherlands NV
0-0 Xxxxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attn. of: Mr. Xxxxxx De Rimini
Telephone No.: _________________
Facsimile No.: _________________
NEVASA Holdings Ltd.
00 Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx 0, Xxxxxxx
Attn. of: Xx. Xxxxxx Xxxxxxxxx
Telephone No.: 00000-0-000 64 77
Facsimile No.: 00000-0-000 21 88
GRUPO A
Xx. Xxxxxx 000 Xxxx 00, Xxxxxx Xxxxx, Xxxxxxxxx
Attn. of: Xx. Xxxxxxx X. Xxxxxxxxxx
Tel: (00-0) 000-0000
Fax: (00-0) 000-0000
15. CONSTRUCTION
The article and section members and captions appearing in this Agreement are
inserted only as a matter of convenience and are in no way intended to define,
limit, construe or describe the scope or interest of such articles or sections
of this Agreement, or in any way affect this Agreement. Words in the singular
shall be read and construed as though in either of the other genders, where the
context so requires.
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16. EXHIBITS AND ANNEXES
The attachments to this Agreement are:
Exhibit 1 : The Companies
Exhibit 2 : The Shares
Exhibit 3 : The SPA
Exhibit 2.5 : The Initial Business Plan
Exhibit 6 : The TTAA
17. ENTIRE AGREEMENT-AMENDMENTS
This Agreement, the SPA together with their Exhibits and Annexes ("Agreement")
constitutes the entire agreement and understandings between the Parties and
supersedes any and all prior understandings, contracts and agreements. No
amendments or additions shall be valid unless executed by means of a formal
written amendment by duly authorized officers of the Parties.
18. TERMINATION
This Agreement may be terminated at any time by NEVASA and "Grupo A" in the
event SIN and/or its affiliates owns beneficially and of record less than 20%
of the capital stock of the Company. The above mentioned provision shall not
apply only if SIN and/or its affiliates has been prevented by the law from
participating in capital calls.
19. SURVIVAL
The provisions of Clauses 10 and 13 hereinunder shall survive any termination
of this Agreement.
23
20. THE MINORITY STOCKHOLDERS:
The Minority Stockholders execute and delivery this Agreement in order to
constitute an exclusive binding obligation under the provisions of the Article
7.2. -irrespective to the period of six (6) years set forth therein- and Article
7.4, except that they are entitled to sell freely their shares to the colombian
company Suramericana de Seguros SA and/or Credit Suisse or any of its
affiliates and/or subsidiary companies.
In witness whereof, the Parties have signed and delivered this Agreement in any
number of counterparts each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
/s/ Xxxxxx Xx Xxxxxx /s/ Xxxxxxxxx X. Xxxxx
STET INTERNATIONAL NETHERLANDS NEVASA HOLDINGS LTD.
By: Xxxxxx De Rimini By: Xxxxxxxxx X. Xxxxx
Title: [PROXY] Title: [PROXY]
---------------- -----------------
/s/ Xxxxxxx X. Xxxxxxxxxx
CORPORACION IMPSA S.A.
By: Xxxxxxx X. Xxxxxxxxxx
Title: Presidente
--------------------
/s/ Xxxxxxx Xxxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxx Vivo Chaneton
--------------------------- ------------------------------
Xx. Xxxxxxx Xxxxxx Xxxxxxxxx Xx. Xxxxxxx Xxxx Vivo Chaneton
/s/ Xxxxx Xxxxx /s/ Xxxxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
XXXX JASDAN LTD. PEREMTORY
By: Xxxxx Xxxxx By: Xxxxxxx Xxxxxx By: Xxxxxxx X. Xxxxxxxxx
Title: [PROXY] Title: [PROXY] Title: [PROXY]
--------------- ------------ ---------------
