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group's right under the 1984 stockholders agreement and the 1984
restated certificate of incorporation to purchase the Alumax
class C common stock, subject to Amax' conversion right, were:
(1) A downgrading below certain specified levels in the credit
rating of certain securities of Amax or Alumax; (2) specified
events triggering acceleration of certain indebtedness of Amax or
Alumax; (3) certain events of bankruptcy or insolvency of any
"significant subsidiary" of Amax; (4) certain changes in the
ownership of Amax and/or the subsidiaries through which Amax held
its shares of Alumax' stock; (5) a breach by Amax or Alumax of
the 1984 stockholders agreement, the then effective certificate
of incorporation of Alumax, the then effective bylaws of Alumax,
the pledge and indemnity agreement, and/or the tax-sharing
agreement (the last two of which are discussed below) "in a way
materially adverse to" the class B stockholders' stock in Alumax;
(6) a change that would cause the amount of obligations under the
pledge and indemnity agreement to exceed the foreclosure value of
the collateral pledged by Amax pursuant to that agreement; and
(7) a change in generally accepted accounting principles that
would prohibit Mitsui Japan and/or Mitsui USA from recording the
net income of Alumax in its financial statements.
In connection with the 1984 restructuring, Amax and Alumax
entered into an undated tax-sharing agreement (tax-sharing agree-
ment) that was effective as of January 30, 1984. That agreement
provided that for Federal income tax purposes: (1) Alumax was
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