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EXHIBIT (e)(2)
EXCHANGE AGREEMENT
This Exchange Agreement (herein so called) is entered into as of this 4th
day of November, 1994, between Citicorp Venture Capital Ltd., a New York
corporation ("CVC"), and Chase Brass Industries, Inc., a Delaware Corporation
(the "Company").
WHEREAS, CVC owns certain shares of common stock, par value $.01 per share
("Common Stock"), of the Company; and
WHEREAS, the Company and CVC desire to provide terms pursuant to which CVC
may from time to time exchange shares of Common Stock for shares of nonvoting
common stock, par value $.01 per share ("Nonvoting Common Stock"), of the
Company as a condition to CVC's agreement as a stockholder of the corporation to
certain actions taken by the Company to enable the Company to effect its initial
public offering of Common Stock.
NOW, THEREFORE, in consideration of the above premises and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:
1. Exchange. CVC from time to time may exchange all or any portion of
shares of Common Stock held of record by CVC on a share-for-share basis for
shares of Common Stock. CVC shall effect an exchange of shares of Common
Stock for shares of Nonvoting Common Stock by delivering to the Company a
Request for Exchange in the form attached hereto as Exhibit A, together
with stock certificates representing at least the number of shares of
Common Stock requested to be exchanged for shares of Nonvoting Common Stock
(if such shares of Common Stock are represented by certificates) duly
endorsed for transfer to the Company and such other documents as any
officer of the Company shall deem appropriate or necessary to evidence such
exchange, all in form and substance acceptable to the Company. The rights
of CVC to exchange shares of Common Stock for shares of Nonvoting Common
Stock pursuant to this Exchange Agreement shall at all times be subject to
the availability of authorized shares of Nonvoting Common Stock available
for such exchange; provided, that the Company shall reserve a minimum of
4,100,079 shares of Nonvoting Common Stock for issuance to CVC in exchange
for Common Stock pursuant to this Exchange Agreement until such number
shall have been depleted by such exchanges by CVC.
2. Issuance of Shares of Nonvoting Common Stock. Upon receipt of a
Request for Exchange, together with the appropriate stock certificates (if
applicable) and such other documentation as shall have been requested by
the Company, the Company shall issue in the name of CVC one share of
Nonvoting Common Stock for each share of Common Stock requested to be
exchanged into Nonvoting Common Stock or shall instruct the transfer agent
for the Common Stock to so issue shares of Nonvoting Common Stock, as
appropriate. If the certificates delivered representing shares of Common
Stock to be exchanged for shares of Nonvoting Common Stock represent a
greater number of shares of Common Stock than the number for which such
exchange has been requested, the Company will (or instruct its transfer
agent to) reissue in the name of CVC a new stock certificate representing
the number of shares of Common Stock which have not been so exchanged.
3. Terms of Nonvoting Common Stock. Each of CVC and the Company
acknowledges and agrees that all shares of Nonvoting Common Stock issued
pursuant to this Exchange Agreement shall be subject to the terms and
conditions as set forth in the Company's Certificate of Incorporation, as
in effect on the date hereof as hereafter may be amended from time to time.
In addition, CVC acknowledges that the Nonvoting Common Stock has not be
approved for listing on any national securities exchange or any
over-the-counter markets and that there generally will not be any market
for the Nonvoting Common Stock.
4. Transfer of Nonvoting Common Stock. CVC agrees that, prior to
transferring, assigning or otherwise hypothecating any shares of Nonvoting
Common Stock, other than to an affiliate of CVC whose ownership of Common
Stock would be aggregated with CVC's ownership of Common Stock or otherwise
would be subject to the provisions of the Small Business Investment Act of
1958, as amended, or the Bank Holding Company Act of 1956, as amended, CVC
will convert all shares of Nonvoting
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Common Stock to be so transferred, assigned or hypothecated into shares of
Common Stock in accordance with the terms of the Company's Certificate of
Incorporation; provided, however, that CVC may pledge shares of Nonvoting
Common Stock provided that the pledgee agrees to be bound by the terms of
this Section 4 with respect to the shares of Nonvoting Common Stock so
pledged.
5. Legends. CVC acknowledges and agrees that each certificate issued
pursuant to this Agreement evidencing shares of Nonvoting Common Stock
(and, if applicable, shares of Common Stock) shall bear legends
substantially identical to those legends appearing on certificates of
Common Stock surrendered upon a new request for an exchange, together with
such other legends as the Company may deem necessary or appropriate to
evidence the restrictions applicable to the shares of Nonvoting Common
Stock and the application of the provisions of this Agreement, including
without limitation the following legends:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
EVIDENCE SATISFACTORY TO THE ISSUER) WHICH, IN THE DISCRETION OF THE
ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
VIOLATE APPLICABLE FEDERAL OR STATE LAWS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
OF AN EXCHANGE AGREEMENT DATED NOVEMBER 4, 1994, BETWEEN THE ISSUER AND
THE HOLDER OF THIS CERTIFICATE, WHICH EXCHANGE AGREEMENT CONTAINS
CERTAIN RESTRICTIONS ON THE TRANSFER, SALE OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE. A COPY OF SUCH EXCHANGE
AGREEMENT IS AVAILABLE FOR REVIEW BY THE REGISTERED HOLDER OF THIS
CERTIFICATE AT THE ISSUER'S PRINCIPAL EXECUTIVE OFFICE.
IN WITNESS WHEREOF, the parties hereby executed this Agreement to be
effective as of the date set forth above.
CITICORP VENTURE CAPITAL, LTD.
By: /s/ THOMAS F. MCWILLIAMS
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Thomas F. McWilliams
CHASE BRASS INDUSTRIES, INC.
By: /s/ MARTIN V. ALONZO
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Martin V. Alonzo
Chief Executive Officer and
Chairman of the Board
