EXHIBIT 4.3
CALIFORNIA STEEL INDUSTRIES, INC.
SHAREHOLDERS' AGREEMENT
June 27, 1995
RIO DOCE, LIMITED
COMPANHIA VALE DO RIO DOCE
KAWASAKI STEEL HOLDING (USA), INC.
KAWASAKI STEEL CORPORATION
SHAREHOLDERS' AGREEMENT
RIO DOCE, LIMITED (hereinafter called "RDL"), a corporation organized and
existing under the laws of the State of New York, U. S. A. with its principal
office at 000 Xxxx. 00xx XX., Xxx Xxxx, X. Y. 10036, U. S. A., an affiliated
corporation of COMPANHIA VALE DO RIO DOCE (hereinafter called "CVRD"), a
corporation organized and existing under the laws of the Federative Republic of
Brazil with its principal office at Xx. Xxxxx Xxxxxx, 00, Xxx xx Xxxxxxx,
Xxxxxx, on one side.
KAWASAKI STEEL HOLDING (USA), INC. (hereinafter called "KSH"), a corporation
organized and existing under the laws of the State of Delaware with its
principal office at Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxx xx
Xxxxxxxxxx, Xxxxxx of New Castle, Delaware 19801, U. S. A., an affiliated
corporation of KAWASAKI STEEL CORPORATION, a corporation organized and existing
under the laws of Japan with its principal office at 0-00, Xxxxxxxxxxxxxxxx 0-
xxxxx, Xxxx-xx, Xxxx, Xxxxx (hereinafter called "KSC"), on the other side.
RDL and KSH hereinafter sometimes referred to individually as a "Party" and
collectively as the "Parties";
WITNESSETH THAT:
WHEREAS California Steel industries, Inc. (hereinafter called "the Company") was
organized in 1984, and manufactures and sells steel products;
WHEREAS CVRD is one of the shareholders of CST and as one of the world's leading
iron ore suppliers, has developed considerable expertise in businesses in Brazil
and abroad, which expertise CVRD has provided to the Company;
WHEREAS KSC is one of the shareholders of CST and as one of the world's leading
steel manufacturers, has developed considerable expertise in the production of
steel and steel products, which expertise KSC has provided to the Company;
WHEREAS Companhia Siderugica Tubarao (hereinafter called "CST") is a corporation
organized and existing under the laws of the Federative Republic of Brazil with
its principal office at Av. Brigadeiro Xxxxxxx Xxxxx, s/n-Jardim Limoeiro,
Serra, State of Espirito Santo, Brazil, and is engaged in the production and
commercialization of steel slabs;
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WHEREAS SEAMAR Shipping Corporation (hereinafter called "SEAMAR") located
at 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, is an affiliate company of CVRD, and is
engaged in the shipment of various types of goods between Brazil and other
countries, which services SEAMAR has provided to the Company;
WHEREAS RDL and KSC became, as from September 17, 1986, the sole shareholders of
the Company and a shareholders' agreement was newly concluded as of June 1, 1987
by the between RDL and KSC. As of May 22, 1989, the stock of the Company held by
KSC was transferred to KSH;
WHEREAS RDL and KSH realize the necessity to review and amend the shareholders'
agreement of June 1, 1987, since it has been eleven years from initiation of the
Company's operation, and RDL and KSH are willing to conclude a newly revised
shareholders' agreement;
NOW THEREFORE, in consideration of the premises and covenants herein contained,
the Parties do hereby agree as follows:
ARTICLE 1 - OBJECT
The Parties agree that the business and affair of the Company shall be conducted
in accordance with the provisions hereinafter set forth.
ARTICLE 2 - CAPITAL STOCK
2.1 The capital stock of the Company fully paid in is of forty
million U.S. dollars (U.S. $40,000,000) divided into one
thousand (1,000) shares of the common stock and three
thousand (3,000) shares of the preferred stock.
2.2 The capital stock of the Company is currently distributed
between the Parties as set forth below:
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RDL KSH
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COMMON Amount paid in $5,000,000 $5,000,000
STOCK -------------------------------------------------------------------
Number of Shares 500 500
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PREFERRED Amount paid in $15,000,000 $15,000,000
STOCK -------------------------------------------------------------------
Number of Shares 1,500 1,500
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2.3 The characteristics and rights of the common stock and the
preferred stock currently issued are as follows:
(1) Each share of the common stock shall have no par-value and
shall entitle its holder to one vote in the resolutions of
the meeting of Shareholders of the Company.
(2) Each share of the preferred stock shall have a par-value of
ten thousand U.S. dollars (U.S. $10,000) and shall have no
voting right.
(3) The common stock and the preferred stock may be represented
by multiple or single certificates.
(4) The holders of the common stock shall be entitled to
preemptive rights to subscribe to any additional issue of
the common stock or any securities convertible into the
common stock.
(5) The redemption of the preferred stock or the conversion of
the preferred stock into the common stock may be done at
such time and in such manner as decided by Parties.
(6) The preferred stock shall enjoy priority to the common stock
in the distribution of dividends at a fixed rate of ten
percent (10%) of the par value thereof per annum, on a
cumulative basis, and shall thereafter be entitled to
further participate in the distribution of dividends beyond
the said annual fixed rate on the same conditions with the
common stock.
2.4 In the event the capital stock of the Company is increased from
time to time, such increase shall be represented by the common
stock, and/or the preferred stock, as agreed upon between the
Parties, and each of the Parties shall have the right and
obligation to subscribe to and pay fully for such new shares in
proportion to their respective shareholding ratio of the common
stock of the Company. However, either Party may let its Affiliated
Corporation(s) subscribe, in whole or in part, to the shares to be
issued to it pursuant to the provisions of Section 10.2 hereof.
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2.5 For the purpose of this Agreement, "Affiliated Corporation" means a
corporation which, directly or indirectly, controls, is controlled
by, or is under common control with the Party and has a common
policy with respect to this Agreement. As used herein, the term
"control" means the ownership of fifty percent (50%) or more of the
outstanding voting stock of the corporation concerned, but shall
include also any direct or indirect stock ownership which permits
de facto control.
ARTICLE 3 - AMENDMENT TO CERTIFICATE OF INCORPORATION
AND BYLAWS
3.1 The Certificate of Incorporation and Bylaws of the Company
consolidated until the present day shall be as per Annex 1 attached
hereto and may be amended from time to time upon mutual agreement
between the Parties.
3.2 The Parties recognize that the contents of the Certificate of
Incorporation and Bylaws of the Company shall always be read,
interpreted and applied within the spirit and the provisions of
this Agreement. The Parties recognize further that the contents of
certain provisions of the Certificate of Incorporation and Bylaws
are more fully explained in this Agreement.
ARTICLE 4 - MEETING OF SHAREHOLDERS
4.1 The annual meeting of Shareholders shall be held no later than the
end of March each year at such date, time and place as the Board of
Directors may determine.
4.2 The special meetings of Shareholders may be called at any time by
the Chairman of the Board of Directors, upon resolution of the
Board of Directors or upon the written request of any Shareholder.
The special meetings of Shareholders shall be held at such place as
the Board of Directors shall direct. At any special meeting of
Shareholders, only such matters shall be discussed and decided as
have been indicated by specific description in the notice thereof.
4.3 The meetings of Shareholders shall establish the general policies
and guidelines for the administration of the Company and shall
deliberate and decide on the matters specified below:
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(1) Change in the business purposes of the Company;
(2) Dissolution or liquidation of the Company, or merger or
consolidation of the Company with any other corporation or
entity;
(3) Disposition of the whole or an important part of the
business or assets of the Company;
(4) Acquisition of the whole or any important part of the
business or assets of any other corporation or entity;
(5) Establishment of a subsidiary company of the Company or
acquisition of the capital stock of any other entity;
(6) Amendment of the Certificate of Incorporation and Bylaws of
the Company
(7) Increase or decrease of the capital stock of the Company;
(8) Redemption of the preferred stock or conversion of the
preferred stock into the common stock;
(9) Issuance of debentures convertible to stocks;
(10) Appointment of the Board of Directors of the Company;
(11) Medium-term Business Plan of the Company including
Investment Plan and its Annual Revisions;
(12) Investment for improvement or expansion of the Company in
excess of two million U.S. dollars (U.S. $2,000,000);
(13) Contracts for leasing out the whole or an important part of
the business or assets of the Company;
(14) Disposition of profit or dealing with losses of the Company;
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(15) The Board's Annual Report and Annual Audited Financial
Statement of the Company;
4.4 Written notice of each meeting of Shareholders, whether it is an
annual or a special meeting of Shareholders, specifying the place,
day and time of the meeting and the purposes thereof, shall be
delivered to each Party at least fifteen (15) days before the
meeting. Such notice may be given by telefax, telex or airmail,
addressed to each Party at its address registered on the books of
the Company.
4.5 The Parties specifically agree that the meeting of Shareholders
shall be legally convened only when both Shareholders are present,
or legally represented by their respective agents, and the
decisions thereat shall only be made by the unanimous vote of the
Parties.
4.6 Each Party entitled to vote shall have the right to do so either in
person or by an agent or agents authorized by a written proxy
executed by such Party and filed with the Secretary of the Company,
provided that no such proxy shall be valid after the expiration of
one (1) year from the date of its execution, unless the Parties
executing it specify therein a longer period of time.
ARTICLE 5 - CONSULTATIVE COUNCIL
5.1 The Consultative Council shall be constituted of two (2)
members, one appointed by KSH or KSC and one appointed by RDL or
CVRD for a term of two (2) years.
5.2 The Consultative Council is a high level decision board which
shall decide on all relevant matters submitted to it by both or
either Party, and shall specifically resolve any deadlock among
the Directors of the Company with respect to any issue under
the functions of the Board of Directors.
5.3 The Consultative Council shall meet whenever convened by any of
its members or called by the Chairman of the Board of Directors,
at the request of both or either Party. The decisions of the
Consultative
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Council shall always be taken by the unanimous affirmative votes of
its members.
ARTICLE 6 - BOARD OF DIRECTORS
6.1 The Board of Directors shall be constituted of five (5) Directors,
Shareholders or not, one being its Chairman elected by and among
the Directors. RDL and KSH shall have the right to appoint two (2)
Directors each. The fifth Director shall be elected by unanimous
affirmative votes of Shareholders.
6.2 The Chairman of the Board of Directors shall call and preside at
all meetings of Shareholders and of the Board of Directors.
6.3 The term of office of each Director shall be for one (1) year and
shall extend until his successor has been appointed and qualified.
The compensation of each Director shall be fixed by the meeting of
Shareholders.
6.4 The business and affair of the Company shall be managed under the
direction of the Board of Directors. In the event of a deadlock
between the Directors with respect to any issue under its
functions, the matter shall be submitted by both or either Party to
the Consultative Council which shall endeavor to resolve the
impasse. Should the deadlock be not resolved at the Consultative
Council, any of the Parties may resort to the arbitration procedure
as stipulated in Section 18.10 hereof.
6.5 The regular meetings of the Board of Directors shall be held every
quarter and the special meetings of the Board of Directors shall be
held whenever called by its Chairman, at his own initiative, or
upon request of any Director. The meetings shall take place at the
head office of the Company, located at Fontana, California, or
anywhere agreed upon by four (4) affirmative votes of the
Directors. Meetings through telephone shall be permitted, if
necessary, subject to the terms and conditions to be established by
the Board of Directors.
6.6 Calls for any meeting of the Board of Directors, whether regular or
special, shall be given by the Secretary to each Director in
writing at least five (5) business days before the meeting, unless
the members waive the right to such prior notice.
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6.7 The quorum of the meeting of the Board of Directors shall be four
(4) Directors and four (4) affirmative votes of Directors
present at such meeting shall decide any matter being the
subject of the meeting.
6.8 The Board of Directors shall deliberate and decide on the matters
specified below:
(1) The Board shall deliberate matters listed on Section 4.3
hereof and propose them for the approval of the Parties;
(2) Establishment of the Medium-Term Business Plan of the
Company according to Shareholders' strategies, and
establishment of the basic policy, annual plan and budget of
the Company, including production, sales, profit estimates,
investment plan and other budget related matters;
(3) Investment for improvement or expansion of the plant of the
Company less than two million U.S. dollars (U.S.
$2,000,000);
(4) Establishment or change of
i) the organizational structure, at the Managers' level,
including branches or liaison offices of the Company;
ii) the Internal Regulations of the Company;
(5) Appointment or removal of the Officers and External Auditors
of the Company;
(6) Determination of detailed terms and conditions for the
receiving of personnel from each Party or its Affiliated
Corporations;
(7) Engagement of outside certified public accountant(s),
counsel(s), and consultant(s);
(8) Creation of advisory and other Board committees;
(9) Appointment of authorized signer(s) of the Company with
respect to contracts, checks or any other documents;
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(10) General increase or decrease of the level of salary and wage
for employees and change of the salary/wage structure and
system;
(11) Determination of the amount of contribution by the Company
for profit sharing plan of employees with prior consultation
with the Shareholders;
(12) Loans or prepayments or other financing agreements or
borrowing of money in excess of one million U.S. dollars
(U.S. $1,000,000), except draw-downs under already approved
loans or other financing agreements;
(13) Creating a pledge or other encumbrance on the assets of the
Company in excess of five hundred thousand U.S. dollars
(U.S. $500,000);
(14) Opening of credit in favor of a customer of the Company in
excess of five hundred thousand U.S. dollars (U.S.
$500,000);
(15) Settlement of a claim with customers, suppliers, or others,
in excess of two hundred thousand U.S. dollars (U.S.
$200,000);
(16) Approval of policies and general conditions for the purchase
of slabs, ocean transportation, unloading, transportation by
train and purchase of machinery and equipment, materials,
utilities and services, and for the sale of finished steel
products of the Company;
(17) Approval of policies and general terms for the contracts not
specified in Paragraph (16) above in excess of five hundred
thousand U.S. dollars (U.S. $500,000);
(18) Initiation and defense of legal and administrative
proceedings involving the Company, its Director(s), and/or
its Officers(s), provided that in the case of initiation of
such proceedings the Parties should previously be informed;
(19) Any other business which may be submitted to the Board of
Directors from time to time, subject to the provisions of
item 4.3 hereof;.
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6.9 Any powers other than those enumerated in Section 6.8 above shall
also be reserved for the Board of Directors, subject to the
provisions of item 4.3 hereof;
ARTICLE 7 - OFFICERS
7.1 The Officers of the Company shall consist of:
i) a President; and
ii) such other Officers as may be appointed by the President
and designated by the Board of Directors
7.2 RDL and KSH shall always jointly appoint the President.
7.3 RDL shall always appoint the Officers responsible for the following
areas:
(1) financial matters of the Company and its subsidiaries,
including treasury, and accounting;
(2) procurement, purchasing, transportation and handling of slabs.
KSH shall always appoint the Officers responsible for the following
areas:
(1) production, maintenance and quality control;
(2) engineering and technological matters.
RDL and KSH shall always have the right to appoint an equal number
of Officers of the Company.
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7.4 In the case of vacancy of one or more Officers, the Board of
Directors shall immediately appoint the required number of new
Officers to fill the vacancy. Each of the new Officers so appointed
shall hold office for the unexpired term of his predecessor.
7.5 In the case of temporary absence or impediment of an Officer, such
Officer shall appoint in writing one of the other Officers, who
shall exercise, along with his own, the functions of the Officer
absent or under impediment.
7.6 The term of office of each Officer shall be one (1) year and shall
extend until his successor has been appointed and qualified. The
compensation of each Officer shall be fixed by the Board of
Directors.
7.7 The powers and duties of the President and CEO and each Officer
shall be established by the Board of Directors.
7.8 It is understood that the idea and spirit of check and balance
between RDL and KSH will be aimed and realized whenever possible in
the nomination of Officers by the respective Parties as well as in
the organization of the Company.
7.9 The President shall designate one of the Officers to perform, along
with his own, the functions of the Secretary of the Company.
ARTICLE 8 - EXTERNAL AUDITORS
8.1 External Auditors shall be designated by the Board of Directors
prior to the close of business in each fiscal year, who shall audit
and examine the books of accounts of the Company and shall certify
to the Board of Directors and Shareholders the annual balance of
said books, which shall be prepared at the close of each fiscal
year.
8.2 No Director or Officer of the Company, and no firm or corporation
of which such Director or Officer is a member, shall be eligible to
discharge the duties of the External Auditors.
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8.3 The compensation of the External Auditors shall be fixed by the
Board of Directors.
ARTICLE 9 - INTERNAL ORGANIZATION
9.1 The internal organization of the Company for performance of the
day-to-day activities, such as departments/sections and the number
of employees to be allocated to each department/section, shall be
established by the Board of Directors in due course, always aiming
at the most efficient performance.
9.2 The functions and duties of each department/section shall be
defined in the Internal Regulations to be timely approved by the
Board of Directors.
9.3 Appointments of managers, each of whom shall be the head of each
department, shall be confirmed by the Board of Directors based upon
nomination made by the Officer in charge of the respective area.
ARTICLE 10 - TRANSFER OF SHARES
10.1 It is the basic intention of the Parties to continue to own the
stock shares of the Company in their possession. In the event,
however, that any of the Parties desires to transfer, assign or
create a pledge or other encumbrance on the shares of the Company
in its possession, the following rules shall apply:
(1) In the event RDL or KSH desires to transfer or assign the
shares of the Company in its possession to a third party
other than its Affiliated Corporations, RDL or KSH shall
first offer to each other, as the case may be, the sale of
such shares at the same terms and conditions at which the
third party has offered to purchase the shares, and RDL or
KSH shall respond to the other whether to purchase the
offered shares within thirty (30) days after such offer is
made. If the response is negative or no reply has been
obtained within such period, RDL or KSH, as the case may be,
may transfer or assign such shares to the third party,
provided that the terms and conditions of such sale shall
not be more favorable than those offered to the other Party;
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(2) The Party, who will sell, transfer, assign or create a
pledge or other encumbrance on the shares of the Company in
its possession to or in favor of a third party other than
its Affiliated Corporations, shall cause such third party to
execute and deliver to the other Party an undertaking letter
that such third party shall undertake unconditionally and
irrevocably the obligations of the Party under this
Agreement in proportion to the number of shares so sold,
transferred, assigned, pledged or encumbered to or in favor
of the third party.
10.2 Any Party may sell, transfer or assign to its Affiliated
Corporations all or any part of its shares or its preemptive right
to subscribe to new shares of the Company, by giving written notice
to the other Party; provided, however, that no such sale or
transfer shall relieve the transferrer of its obligations
hereunder, and provide, further, that such Affiliated Corporation
shall have agreed to become a party hereto, and the transferor and
such Affiliated Corporation shall both be deemed to be parties to
this Agreement whereby they shall jointly assume all the
obligations of the transferor under this Agreement.
ARTICLE 11 - COMMITMENTS ON EXERCISE OF VOTING RIGHTS
11.1 The Parties agree to exercise their voting rights at all meetings
of Shareholders of the Company, whether annual or special, in such
a manner as to assure the implementation of their covenants and
undertakings in this Agreement, and to cause all elections of the
members of the Board of Directors of the Company to be effected in
accordance with the relevant provisions of this Agreement.
11.2 The Parties further agree to cause their respective designated
members of the Board of Directors to exercise their votes, whenever
required, so that the contents of this Agreement be fully respected
and implemented.
11.3 In the case the Party transfers the whole or any part of its shares
of the Company to its Affiliated Corporation, the Party and such
Affiliated Corporation shall exercise their voting rights as an
integral party.
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ARTICLE 12 - ADJUSTMENT OF RIGHT TO APPOINT DIRECTORS AND OFFICERS
In the event that the shareholding ratio of the common stock between the Parties
as specified in Section 2.2 hereof should be substantially altered in the
future, each Party's right to appoint the Directors and Officers shall be
reasonably adjusted.
ARTICLE 13 - FINANCING POLICY
The Company shall target to operate as a standing-alone company, by securing its
own financial resources as may be requested by the normal operation of the
Company or by its investments. Judging from the soundness and strength of the
Company achieved in these eleven years of successful operation, the Parties
further agree not to provide any "shareholders' letter" as comfort letter or any
other letter of awareness, as may be requested by financial institutions when
the Company is securing a new financing mechanism.
ARTICLE 14 - PURCHASE OF SLABS
The Company shall continuously purchase slabs from CST as raw material for its
operation pursuant to the basic terms and conditions as agreed from time to time
between the Company and CST.
ARTICLE 15 - DISTRIBUTION OF PROFIT
Subject to any limitation on the payment of dividends contained in any agreement
to which the Company is a party, the Parties shall cause the Company to
distribute from its profits as much dividends as possible that may be
distributed under the applicable laws and regulations, provided that such
profits shall first be applied to the payment of dividends on the preferred
stock. Payment of dividends shall be discussed and determined at the annual
meeting of Shareholders taking into consideration factors such as maintaining
competitiveness of the Company, its financial position and cash flow of the
Company.
ARTICLE 16 - ACCESS TO DATA OF THE COMPANY
16.1 Either Party, through its duly authorized representative and at its
own expense, may, during business hours of the Company, examine
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and copy the books and records of the Company. Further, either
Party may likewise visit the production site and any other premises
of the Company or its subsidiaries.
16.2 The Company shall prepare and send to each Party every month a
business report describing and analyzing in reasonable detail the
operation, purchase of raw materials, sale of products and
financial conditions for each period. Furthermore, the Company
shall report to each Party whenever any extraordinary event arises.
ARTICLE 17 - SPECIAL PROVISIONS
17.1 The Parties agree and undertake that the existing contracts signed
by the Company with CST and SEAMAR for the purchase of slabs and
for ocean transportation of slabs from CST to the Company,
respectively, shall be maintained in accordance with the terms and
conditions thereof.
17.2 RDL and KSH will send their respective personnel to the Company as
required by the Board of Directors of the Company for its
management and operation pursuant to the terms and conditions to be
agreed upon between the Company and the Party concerned in the
spirit of equal treatment between the Parties.
ARTICLE 18 - MISCELLANEOUS PR0VISIONS
18.1 Governmental Approvals
----------------------
The Parties acknowledge that the implementation of some provisions
of this Agreement is subject to the previous approval of the
competent governmental authorities of Japan, Brazil and the United
States of America.
18.2 Confidentiality
---------------
Each Party shall keep strictly secret and confidential any secret
and confidential information of the other Party and of the Company
which may have come to its knowledge in connection with and through
the performance of this Agreement.
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18.3 Assignment of Agreement
-----------------------
No Party shall assign this Agreement without the prior written
consent of the other Party.
18.4 Amendment of Agreement
----------------------
No amendment to this Agreement and/or the documents annexed hereto
shall be deemed to be effective and valid unless it is executed in
writing and the express consent of the Parties appears on the
written amendment. In the case of any change of the common stock
holding ratio between the Parties, necessary and proper amendments
hereto shall be agreed upon by and between the Parties.
18.5 Notice
------
All notices to be given hereunder shall be in writing sent by
registered or certified airmail, return receipt requested, to the
addresses stated below. If any of the Parties has changed its
address, written notice thereof shall be given to the other Party,
with copy to the Company. All notices shall be effective upon
receipt thereof. Notice by telecopy shall also be effective upon
receipt thereof, provided, however, that it shall be confirmed by
means of registered or certified airmail without delay. Any such
notices given by mail shall be considered to have been given on the
fifteenth (15th) day after having been mailed in the manner
provided above.
to RDL: c/o Companhia Vale do Rio Doce
Xxxxxxx Xxxxx Xxxxxx, 00-0 xxxxx
Xxx xx Xxxxxxx, XX, Xxxxxx
Attn: Steel Division
Telefax: (00-00) 000-0000
to KSH: x/x Xxxxxxxx Xxxxx Xxxxxxxxxxx
0-0-0, Xxxxxxxxxx-xxx, Xxxxxxx-xx
Xxxxx 000, Xxxxx
Attn.: Steel Business Planning Department
Telefax: 00-0000-0000
18.6 Applicable Law
--------------
This Agreement shall be governed by the laws of the State of
Delaware of the United States of America.
18.7 Waiver
------
No waiver of any default under this Agreement shall be effective
unless embodied in writing and signed by the Party against whom
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such waiver is claimed. No waiver of any breach or default shall be
deemed to be a waiver of any other or subsequent breach or default.
18.8 Entire Agreement
----------------
This Agreement sets forth the entire agreement between the Parties
and shall prevail over any previous agreement or understanding,
whether written or not, between the Parties. This Agreement
supersedes the Shareholders Agreement signed by and between RDL and
KSC on June 1, 1987.
18.9 Termination
-----------
In the event of substantial breach of this Agreement by one of the
Parties, this Agreement may be terminated by the other Party upon
ninety (90) day prior written notice to the Party committing such
breach. The said termination shall become effective at the end of
such ninety (90) day period unless the breach is cured within the
said period.
18.10 Arbitration
-----------
Any dispute, deadlock, controversy or claim arising out of or
relating to this Agreement not resolved at the Consultative Council
shall be settled by arbitration in accordance with the American
Arbitration Association rules then in effect. In any such
arbitration proceeding there shall be three (3) arbitrators. Each
Party shall appoint one (1) arbitrator and the two (2) arbitrators
so appointed shall appoint the third arbitrator who shall act as
chairman of the arbitration tribunal. The arbitration proceeding
shall be conducted in Los Angeles, California. The award of such
arbitration shall be final and binding upon the Parties.
18.11 Effective Date and Duration
---------------------------
(1) This Agreement shall come into force on the date when, after
it has been signed by the Parties, the respective Boards of
Directors of the Parties have obtained from the authorities
of their respective governments all approvals and
authorizations hereof that may be required. Each Party shall
make its best efforts to obtain, as soon as possible, such
approvals and authorizations and shall extend to the other
Party necessary assistance and cooperation for such purpose.
Such approvals and authorizations, when obtained, shall
promptly be notified by one Party to the other.
(2) This Agreement shall remain in full force unless and until
the first to occur of (i) either RDL or KSH ceasing to own
at least twenty five percent (25%) of the outstanding
common stock of
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the Company, it being understood that those shares held by
any Affiliated Corporations of any of the Parties shall be
regarded as being owned by such Party, or (ii) the
dissolution or liquidation of the Company.
IN WITNESS WHEREOF, the Parties have caused their representatives, duly
authorized for the purpose, to execute three (3) copies of this instrument, all
of which shall be original, this 27 day of June, 1995, each Party retaining a
copy thereof.
RIO DOCE, LIMITED KAWASAKI STEEL HOLDINGS (USA). INC.
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By: /s/ Xxxxx Xxxxxx By: /s/ X. Xxxxxxxx
Title: Title: President
IN ACKNOWLEDGEMENT WHEREOF, the representatives of the parent companies of the
parties have signed hereunder.
COMPANHIA VALE DO KAWASAKI STEEL CORPORATION
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RIO DOCE
--------
By: /s/ Xxxxxxxxx Xxxxxxx By: /s/ X. Xxxxx
Title: Title: Senior Managing Director
CALIFORNIA STEEL INDUSTRIES, INC. hereby duly acknowledges this Agreement,
on the same day and year above.
CALIFORNIA STEEL INDUSTRIES, INC.
---------------------------------
By: /s/ Xxxxxx Xxxx x. Xxxxx
Title:
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