Exhibit 10.54






Exhibit 10.54




EXECUTION
COPY




JOINT VENTURE AGREEMENT




by and between




AMTEK TRANSPORTATION SYSTEMS LIMITED




and




AMERICAN RAILCAR MAURITIUS II




			
	 	 	 
	Initials of Authorized Representative of ARI Member      
	 	Initials of Authorized Representative of AMTEK Member      
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This Joint Venture Agreement is made by and between



American Railcar Mauritius II, a company incorporated under the laws of Mauritius, having its
registered office at C/o Kross Border Trust Services Limited Manor House, 1st Floor; Cnr St
George/Chazal Streets; Port Louis, Mauritius



- Hereinafter referred to as “ARI Member” -



and



Amtek Transportation Systems Limited, a company incorporated under the provisions of the Companies
Act, 1956 of the Republic of India (“India”), having its registered office at 3, Local Shopping
Complex, Pamposh Enclave, Greater Kailash-I, New Delhi 110048, India.



- Hereinafter referred to as “AMTEK Member” -



AMTEK Member and ARI Member are sometimes together hereinafter referred to as the “Parties” and
individually as a “Party”.



WHEREAS ARI Member is an indirect, wholly-owned subsidiary of American Railcar Industries, Inc.
(“ARI”), a company incorporated under the laws of the State of Delaware, having its principle
executive office at 100 Clark St., St. Charles Missouri, 63301-2075, United States of America
(“U.S.”); and



WHEREAS ARI is engaged in the business of designing and manufacturing railcars and also repairs and
refurbishes railcars, provides fleet management services and designs and manufactures certain
railcar and industrial components used in the production of its railcars, as well as railcar and
non-railcar industrial products produced by others; and



WHEREAS AMTEK Member is a wholly-owned subsidiary of AMTEK AUTO LIMITED (“AMTEK”), a company
incorporated under the provisions of the Companies Act, 1956 of the Republic of India (“India”),
having its registered office at 16 Rozka Meo Industrial Estate, Sohna, District Gurgaon, Haryana,
India; and



WHEREAS AMTEK is a market leader in the manufacture of a variety of fully finished automotive
components and assemblies for use in engine/drivetrain, transmission and suspension systems for the
global automotive industry and is recognized in the global automotive industry as the largest
manufacturer of flywheel stub axles and flywheel assemblies for automotive and other engine
applications, and enjoys a preferred supplier status with most of its customers; and



WHEREAS the Parties desire to establish a joint venture company in India in accordance with the
terms and conditions of this Joint Venture Agreement and the applicable provisions of the Companies
Act, 1956 of India.



NOW THEREFORE, the Parties agree as follows:




			
	 	 	 
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Article 1 Definitions



Except where the context otherwise requires, the following terms and phrases shall have the
meanings set forth below:





	1.	 	“Acceptance Notice” is defined in Article 13.3.
	 
	2.	 	“Acceptance Period” is defined in Article 13.3.
	 
	3.	 	“Affected Party” is defined in Article 25.
	 
	4.	 	“Affiliate” of a Person (as defined below) means any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by or is under
common control with, such Person; provided, however, that:






	 	(i)	 	the JVC (as defined below) and its subsidiaries, if any, shall not be
considered Affiliates of ARI or AMTEK or any of their respective Affiliates; and
	 
	 	(ii)	 	solely for the purposes of Articles 3.3 and 14.1(b):






	 	(a)	 	an “Affiliate” of ARI Member means only ARI and Persons
controlled by ARI;
	 
	 	(b)	 	an “Affiliate” of ARI means only Persons controlled by ARI;
	 
	 	(c)	 	an “Affiliate” of AMTEK Member means only AMTEK and Persons
controlled by AMTEK; and
	 
	 	(d)	 	an “Affiliate” of AMTEK means only Persons controlled by AMTEK;






	 	 	 	For the purposes of this definition, the term “control” (including, with correlative
meanings, the terms “controlled by” and “under common control with”) as applied to any
Person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person through the ability to control the
composition of greater than 50% of the voting power of the board of directors (or other
applicable body performing a similar function) of that Person, by ownership of greater
than 50% of the share capital of that Person, by ownership of greater than 50% of the
voting rights of that Person, through contract rights or otherwise.






	5.	 	“AMTEK” is defined in the preamble hereto.
	 
	6.	 	“AMTEK Member” is defined in the preamble hereto.
	 
	7.	 	“Annual Budget” means the annual operating and capital budgets of the JVC for the
coming financial year, prepared each year under the direction and guidance of the GM (as
defined below) and the other Executive Officers (as defined below) of the





			
	 	 	 
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	 	 	JVC, and approved (with or without amendment) by the Board of Directors (as defined
below).
	 
	8.	 	“Approved Bank” is defined in Article 8.1.
	 
	9.	 	“Arbitration Board” is defined in Article 24.1.
	 
	10.	 	“ARI” is defined in the preamble hereto.
	 
	11.	 	“ARI Member” is defined in the preamble hereto.
	 
	12.	 	“Articles of Association” means the Articles of Association of the JVC in the form set
out in Annex I, as such Articles of Association may be amended or restated from time to
time in accordance with the provisions of this JVA and the Companies Act (as defined
below).
	 
	13.	 	“Auditor” means the statutory auditor of the JVC, and shall be appointed by the mutual
consent of the Parties from any one of the following international audit firms, operating
in India or their Indian Affiliates:






	 	(i)	 	KPMG, India; or
	 
	 	(ii)	 	Ernst & Young India, or
	 
	 	(iii)	 	PricewaterhouseCoopers, India.






	14.	 	“Authorized Persons” is defined in Article 15.3.
	 
	15.	 	“Board” or “Board of Directors” means the board of directors of the JVC.
	 
	16.	 	“Breaching Party” is defined in Article 28.1.
	 
	17.	 	“Business” is defined in Article 2.2.
	 
	18.	 	“Business Day” means a day (other than Saturday, Sunday or statutory holiday) on which
banks are open for normal business both in New York City, U.S. and Delhi, India.
	 
	19.	 	“Business Plan” means the rolling three (3) to five (5) year business forecast of the
JVC, prepared each year under the direction and guidance of the GM and the other Executive
Officers of the JVC, and approved (with or without amendment) by the Board of Directors.
	 
	20.	 	“Capital Contribution” is defined in Article 5.7.
	 
	21.	 	“Cash Call” is defined in Article 5.7.
	 
	22.	 	“Claims” is defined in Article 6.6.





			
	 	 	 
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	23.	 	“Companies Act” means the (Indian) Companies Act, 1956 (Act 1 of 1956).
	 
	24.	 	“Competitor” means any Person, or an Affiliate of such Person, which directly or
indirectly (and in any manner or capacity) competes in or is in competition with, at the
relevant time, the railroad industry business (including designing and manufacturing
railcars, repairing and refurbishing railcars, providing fleet management services and
designs, leasing railcars, manufacturing railcar and industrial components used in the
production of railcars) then being conducted or carried on by the respective Party or its
Affiliates, and/or the JVC, as the context requires.
	 
	25.	 	“Confidential Information” means, all and any prints, drawings, samples, knowledge,
technology, know-how, show-how, processes, plans, data, books, reports, records,
correspondence, notes, compilations, studies, analyses, summaries and other information
(including customer and/or competitor information, market information, business plans and
other information regarding technical, administrative, operational, economic, legal,
financial or other affairs), whether of a proprietary nature or not, disclosed (whether in
writing, verbally or by any other means or format and whether directly or indirectly) by a
Disclosing Party (as defined below) to a Receiving Party (as defined below), in connection
with the business of the Parties, the JVC or otherwise, including in relation to this JVA
(or its performance) or any agreement in furtherance of the performance of this JVA, and
whether or not such information is identified as confidential, secret, proprietary or in
some other similar fashion. The following information shall not, however, be considered as
Confidential Information under this JVA:






	 	§	 	 any information which, at the date of this JVA or at any time after the date of this
JVA, comes into the public domain other than through a breach of the provisions of
Article 21 by the Receiving Party (or its Affiliates);
	 
	 	§	 	 any information which can be shown by the Receiving Party by documentary evidence to
have been known by the Receiving Party (or its Affiliates) prior to its disclosure by
the Disclosing Party to the Receiving Party, provided that such knowledge does not
result from a disclosure under a previous confidentiality or non-disclosure agreement;
	 
	 	§	 	 any information which subsequently comes lawfully into the possession of the
Receiving Party (or its Affiliates) from a third party, provided that the Receiving
Party (or its Affiliates) was not aware that such third party was not entitled to
receive and disclose such information; and
	 
	 	§	 	 any information which is acquired, conceived, discovered or developed by the
Receiving Party (or its Affiliates) completely independently of any information
provided by the Disclosing Party, and can be so proved by the Receiving Party by
documentary evidence.






	26.	 	“Deadlock Event” is defined in Article 15.2.





			
	 	 	 
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	27.	 	“Deadlock Notice” is defined in Article 15.2.
	 
	28.	 	“Deadlock Response” is defined in Article 15.4.
	 
	29.	 	“Deadlock Sale Price” is defined in Article 15.5.
	 
	30.	 	“Defaulting Party” is defined in Article 23.2.
	 
	31.	 	“Director” or “Directors” mean(s) a member or members of the Board of Directors, duly
elected or appointed either at a meeting of the Board or at a general (Shareholders’)
meeting or otherwise in accordance with the provisions of this JVA and/or the Companies
Act, and includes alternate Directors and additional Directors.
	 
	32.	 	“Disclosing Party” is defined in Article 21.1.
	 
	33.	 	“Distribution” or “Distributions” mean(s) any payment or payments by the JVC to the
Shareholders, in cash or in kind, of assets of the JVC (including the profits available for
distribution in accordance with applicable law), by way of dividends or otherwise, and any
share buy-backs by the JVC, as the same may be authorized from time to time.
	 
	34.	 	“Encumbrances” mean and include an interest or equity of any Person (including any
right to acquire, option or right of pre-emption) or any mortgage, hypothecation, title
defect, voting agreement, restriction of any nature, charge, pledge, lien, assignment,
non-disposal undertaking or any other encumbrance, priority, security interest or
arrangement of whatsoever nature or kind over or in respect of the relevant property.
	 
	35.	 	“Event of Default” is defined in Article 23.1.
	 
	36.	 	“Executive Officers” mean the GM and the other executive officers of the JVC appointed
by the Board.
	 
	37.	 	“Facility” is defined in Article 2.2.
	 
	38.	 	“Fair Market Value” means the value of the Shares (as defined below) determined, in
case of (i) transfer of unlisted Shares from a Resident (defined below) to a Non-Resident
(defined below), under a fair valuation conducted by the Independent Appraiser in
accordance with the guidelines for the valuation of shares issued by the erstwhile
Controller of Capital Issues; (ii) transfer of unlisted Shares from a Non-Resident to a
Resident, a price which is the lower of two independent valuations of the Shares, one by
the JVC’s Auditor, and the other by the Independent Appraiser or by a Merchant Banker in
Category I registered with the Securities and Exchange Board of India; or otherwise in
accordance with the applicable guidelines prescribed by the Reserve Bank of India or any
other Government (as defined below) authority having jurisdiction, as the case may be,
regarding transfers of shares from Non-





			
	 	 	 
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	 	 	Residents to Residents or from Residents to Non-Residents, and prevailing at the time of
the determination of the value of the Shares.
	 
	39.	 	“FCPA” is defined in Article 22.2(f).
	 
	40.	 	“Free Sale Period” is defined in Article 13.3.
	 
	41.	 	“General Manager” or “GM” means the individual appointed by the Board as being “in
charge” of the day-to-day business and affairs of the JVC, in accordance with the
provisions of this JVA. The GM shall not be a member of the Board.
	 
	42.	 	“Government” means the Government of India and/or any State Government of India, as the
case may be, and includes any departments, authorities, agencies and any other statutory or
administrative instrumentality of such Government(s).
	 
	43.	 	“Holding Company” is defined in Article 13.1.
	 
	44.	 	“Holding Shares” is defined in Article 13.1.
	 
	45.	 	“Identified Affiliate” is defined in Article 13.3.
	 
	46.	 	“Indemnified Parties” is defined in Article 28.1.
	 
	47.	 	“Indemnitees” is defined in Article 28.1.
	 
	48.	 	“Indian GAAP” means generally accepted accounting principles in India, consistently
applied.
	 
	49.	 	“Independent Appraiser” means any one of the following international accounting firms,
operating in India or their Indian Affiliates and having expertise in the railroad
industry, who shall be chosen by both Parties for the purpose of ascertaining the Fair
Market Value of the Shares and/or the Deadlock Sale Price (as the case may be); provided
that in no case shall the firm acting as the Independent Appraiser at any given point in
time also then be serving as the Auditor of the JVC:






	 	(i)	 	KPMG, India; or
	 
	 	(ii)	 	Ernst & Young India, or
	 
	 	(iii)	 	Deloitte Touche Tohmatsu, India; or
	 
	 	(iv)	 	PricewaterhouseCoopers, India.
	 
	 	If fifteen (15) Business Days have lapsed after either Party has proposed an Independent
Appraiser and the Parties are not in mutual agreement, then the Auditor of the JVC shall
select the Independent Appraiser from among the firms proposed by the Parties. The
Independent Appraiser shall act as an expert and not as an arbitrator, and





			
	 	 	 
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	 	 	 	the Parties undertake to cooperate with the Independent Appraiser to determine such Fair
Market Value and/or Deadlock Sale Price (as the case may be).






	50.	 	“Independent Appraiser Deadlock Notice” is defined in Article 15.4
	 
	51.	 	“Initial Share Capital” is defined in Article 5.2.
	 
	52.	 	“Initiating Party” is defined in Article 15.4.
	 
	53.	 	“Intending Purchaser” is defined in Article 13.3.
	 
	54.	 	“Intending Purchaser Price” is defined in Article 13.1.
	 
	55.	 	“IPRs” is defined in Article 17.
	 
	56.	 	“Joint Venture Agreement” or “JVA” means this agreement, together with its annexes, and
includes any modifications, amendments, additions or deletions hereto or thereto mutually
made in writing and signed by the Parties after the date of this JVA.
	 
	57.	 	“JV Sale Shares” is defined in Article 13.1.
	 
	58.	 	“JVC” means the Joint Venture Company established pursuant to this JVA.
	 
	59.	 	“Maximum Share Capital” is defined in Article 5.2.
	 
	60.	 	“Memorandum of Association” means the Memorandum of Association of the JVC in the form
set out in Annex II, as such Memorandum of Association may be amended or restated from time
to time in accordance with the provisions of this JVA and the Companies Act.
	 
	61.	 	“Name” is defined in Article 4.4.
	 
	62.	 	“Negotiation Period” is defined in Article 15.3.
	 
	63.	 	“Non-Breaching Party” is defined in Article 28.1.
	 
	64.	 	“Non-Defaulting Party” is defined in Article 23.2.
	 
	65.	 	“Non-Initiating Party” is defined in Article 15.4.
	 
	66.	 	“Non-Paying Shareholder” is defined in Article 5.8.
	 
	67.	 	“Non-Resident” means a “person resident outside India” as such term is defined under
the (Indian) Foreign Exchange Management Act, 1999.
	 
	68.	 	“Offer Notice” is defined in Article 13.3.
	 
	69.	 	“Original Director” is defined in Article 6.4.





			
	 	 	 
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	70.	 	“Paying Shareholder” is defined in Article 5.8.
	 
	71.	 	“Person” means and includes any individual, firm, partnership, company or other body
corporate, government, state or agency of a state, local or municipal authority or
government body, or any joint venture or other association (whether or not having a
separate legal personality).
	 
	72.	 	“Products” means railroad freight wagons (“Railcar Products”) and their components
(“Component Products”,) and such other products and related services as may be mutually
agreed by the parties in writing from time to time.
	 
	73.	 	“Receiving Party” is defined in Article 21.1.
	 
	74.	 	“Remaining Party Shares” is defined in Article 13.3.
	 
	75.	 	“Remaining Party” is defined in Article 13.3.
	 
	76.	 	“Resident” means a “person resident in India” as such term is defined under the
(Indian) Foreign Exchange Management Act, 1999.
	 
	77.	 	“Rules” is defined in Article 24.1.
	 
	78.	 	“Sale and Purchase Deadlock Notice” is defined in Article 15.4.
	 
	79.	 	“Sale and Purchase Deadlock Period” is defined in Article 15.4.
	 
	80.	 	“Selling Shareholder” is defined in Article 13.3.
	 
	81.	 	“Share” or “Shares” mean(s) an equity share or equity shares in the Share Capital of
the JVC.
	 
	82.	 	“Share Capital” means the issued and paid-up equity share capital of the JVC as stated
in Article 5.2.
	 
	83.	 	“Shareholders” mean and include the Parties to this JVA and all other Persons who
validly acquire Shares in accordance with this JVA and the Articles of Association.
	 
	84.	 	“Target Market” means India, and upon mutual consent of the Parties expressed in
writing, specified countries in South East Asia, and the Middle East.
	 
	85.	 	“Third Party Sale Shares” is defined in Article 13.1.
	 
	86.	 	“U.S. GAAP” means generally accepted accounting principles in the U.S., consistently
applied.




Unless otherwise stated or the context otherwise requires, in this JVA:




			
	 	 	 
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	 	(a)	 	words importing the singular number include the plural number, and vice-versa
and words denoting any gender shall include all genders;
	 
	 	(b)	 	the words “hereof”, “herein”, “hereto”, “hereunder” and words of similar import
refer to this JVA as a whole and not to any particular provision of this JVA;
	 
	 	(c)	 	the titles, headings of Articles and other portions hereof are for convenience
of reference only, are not intended to be complete or accurate descriptions of the
contents thereof, and shall not be deemed to be a part of this JVA or be taken in
consideration in the interpretation or construction of this JVA;
	 
	 	(d)	 	references herein to Articles and Annexes are references to the Articles of and
Annexes to this JVA;
	 
	 	(e)	 	references herein to documents includes modifications, amendments, variations
and replacements thereof and supplements thereto made in writing and signed by both
Parties;
	 
	 	(f)	 	references herein to statutes and other legislation includes re-enactments and
amendments thereof, rules, regulations and any subordinate or subsidiary legislation
made under any such statute or other legislation, as in force as of the applicable date
or period of time;
	 
	 	(g)	 	references herein to a Party includes its permitted assigns, permitted
transferees and successors-in-title; and
	 
	 	(h)	 	where a particular word or term is defined herein, other grammatical forms of
such word or term shall have a corresponding meaning.
	 
	 	(i)	 	The terms referred to in this JVA, unless defined otherwise or unless
inconsistent with the context or meaning thereof, shall bear the same meaning as
defined under the relevant statute/legislation.
	 
	 	(j)	 	Any reference to ‘writing’ includes printing, typing, emails, and other means
of reproducing words in visible form. All approvals and/or consents to be granted by
the Parties under this JVA shall be deemed to mean approvals and/or consents in
writing.
	 
	 	(k)	 	whenever any provision of this JVA uses the term “including” (or “includes”),
such term shall be deemed to mean “including without limitation” and “including but not
limited to” (or “includes without limitations” and “includes but is not limited to”)
regardless of whether the words “without limitation” or “but not limited to” actually
follow the term “including” (or “includes”).
	 
	 	(l)	 	A reference to conduct includes, an omission, statement or undertaking whether
or not in writing.





			
	 	 	 
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	 	(m)	 	For purpose of this JVA, wherever used, the term “knowledge” means such Party’s
actual knowledge after due and diligent inquiries by such Party or by officers and
directors of such Party reasonably believed to have knowledge of the matter in
question.





Article 2 Purpose of this JVA; Business of the JVC




     2.1 Purpose of this JVA/Business Objectives


The purpose of this JVA is to set forth the terms and conditions under which the JVC will be
incorporated in accordance with Indian laws, and the manner in which the Parties shall organise and
manage the affairs of the JVC and matters arising therefrom and incidental thereto.



In addition to the scope of business and market of the JVC set out in Article 2.2, the business
objectives of the JVC shall also include:





	 	(a)	 	maximizing profitability and creating sustainable growth;
	 
	 	(b)	 	maintaining and enhancing value for the Shareholders; and
	 
	 	(c)	 	as quickly as reasonably possible, maintaining positive cash flows from operations
in accordance with the Business Plan.





     2.2 Scope of Business and Market of the JVC


The scope of the business of the JVC (the “Business") shall be to:





	 	(a)	 	acquire or lease real property and the other assets necessary for the purpose of
constructing a manufacturing facility (the “Facility”); and
	 
	 	(b)	 	to engineer, develop, manufacture, distribute, sell and otherwise supply the
Products in the Target Market and to operate the Business and to exercise all powers and
engage in all activities incident thereto; and
	 
	 	(c)	 	to engineer, develop, manufacture, distribute, sell and supply Component Products
for the use of ARI or any of its Affiliates from time to time at the sole discretion of
ARI Member; and
	 
	 	(d)	 	without limiting the foregoing, but subject to the provisions of this JVA, the JVC
may enter into such arrangements, including the formation of subsidiaries and the
transfer of its properties to and from such subsidiaries, in such form and manner as the
Board of Directors or Shareholders (as applicable) deems appropriate.




The implementation of the above business activities of the JVC will take place in steps pursuant to
the Business Plan(s) and Annual Budget(s) approved by the Board of Directors in accordance with
this JVA.




			
	 	 	 
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Other than with respect to Article 2.2(c), the JVC shall sell the Products to Indian Railways and
other customers in the Target Market only, and not (without the prior written consent or approval
of the respective Party, which can be withheld for any reason or for no reason) to any Competitor
of either of the Parties or their respective Affiliates. With respect to Article 2.2(c), the
competitive basis for the manufacture, sale and supply of Component Products to ARI or any of its
Affiliates shall be on an “arm’s length” basis, with pricing being not less favourable than the
pricing offered to any other customer for products of the like grade (type), quantity and quality,
as determined by the Board of Directors of the JVC.




Article 3 Reimbursement of Expenses, Deputed Employees and Non-Employment




     3.1 Reimbursement of Expenses



The Parties have (prior to the incorporation of the JVC) or will continue to incur, on behalf of
the JVC, the types of expenses as listed in Annex III relating to the establishment of the JVC and
the implementation of this JVA by the JVC (in accordance with the approved Business Plan(s) and
Annual Budget(s)). The Parties agree that such expenses shall be reimbursed by the JVC to the
Parties under the conditions that such expenses must be (i) properly substantiated by the Party
concerned, and (ii) approved by the Board of Directors.



It is agreed by the Parties that such approval shall not be unreasonably withheld by the Board of
Directors. Such expenses shall include only those incurred for the benefit of JVC and shall not
include expenses incurred for the sole benefit of either (or both) of the Parties.



Each Party shall bear its own costs and expenses (including legal fees and expenses) in connection
with the negotiation, preparation, execution and delivery of this JVA (and any other ancillary
documents).



     3.2 [Reserved]



     3.3 Non-Employment



During the term of this JVA and for a period of twelve (12) months after this JVA ceases to apply
to ARI Member, neither ARI Member nor its Affiliates shall, directly or indirectly, offer
employment or engage the services of any of the employees of the JVC in any capacity, without the
prior written consent of the JVC. For greater certainty, the foregoing restrictions shall not
apply to any ARI employees deputed to the JVC.



During the term of this JVA and for a period of twelve (12) months after this JVA ceases to apply
to AMTEK Member, neither AMTEK Member nor its Affiliates shall, directly or indirectly, offer
employment or engage the services of any of the employees of the JVC in any capacity, without the
prior written consent of the JVC. For greater certainty, the foregoing restrictions shall not
apply to any AMTEK employees deputed to the JVC.



			
	     	 	 
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Article 4 The Joint Venture Company




     4.1 Form of the JVC



The JVC shall be incorporated and organized and shall exist as a private company limited by shares
in accordance with the provisions of the laws of India.



The Parties hereto will jointly cause the incorporation of the JVC, for the purpose stated in this
JVA within thirty (30) days from the date of this JVA or such other time as may be mutually agreed
by the Parties, and each Party shall render all necessary assistance to the other Party to
incorporate the JVC.



     4.2 Location of Registered Office



The registered office of the JVC shall be located at 3 LSC, Pamposh Enclave, Greater Kailash Part –
1, New Delhi – 110048, India or such other location as may be mutually agreed by the Parties.



     4.3 Location of Facility of the JVC



The Facility will be established at a mutually agreeable location at Alwar district, Rajasthan,
India or such other location as may be mutually agreed by the Parties.



The Parties agree that any premises (including land and building) identified from time to time for
the operations of the JVC will be subject to the prior approval of both Parties. Such approval
may, at either Party’s option, include due diligence investigations of the site, facility and
infrastructure related to the premises, as well as the completion of a satisfactory environmental
audit conducted on the premises.



     4.4 Corporate Name



The name of the JVC shall be “Amtek Railcar Limited” or such other name as may be mutually agreed
by the Parties and approved by the concerned Registrar of Companies.



The Parties hereby acknowledge that the name “Amtek” (and the trademarks, logos and goodwill
associated therewith) is owned by and belongs to AMTEK. AMTEK Member represents and warrants on
behalf of AMTEK that the limited license to use the name “Amtek” (and the trademarks, logos and
goodwill associated therewith) as part of the corporate name of the JVC has been agreed to be
granted herein by AMTEK to the JVC.



The use of the name “Amtek” belonging to AMTEK (hereinafter the “Name”) as part of the JVC’s
corporate name shall not (i) create in the JVC any right, title or interest in the Name, or (ii)
grant or permit the JVC any right to use such Name, either alone or in combination, for any purpose
other than its corporate name as contemplated by this JVA. All rights, title and interest in the
Name belongs to AMTEK, and the JVC shall not at any time do or cause any act or thing to be done,
either directly or indirectly, to contest, impair or invalidate any such respective rights, title
and interest of AMTEK in the Name (and the trademarks, logos and goodwill associated therewith).



			
	     	 	 
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Should (i) AMTEK Member cease, at any time and for any reason whatsoever, to be a Party to this JVA
and/or to be a Shareholder, (ii) the voting rights of AMTEK Member in the JVC fall below twenty-six
percent (26%), (iii) this JVA be terminated, or (iv) at Amtek Member’s request if Amtek Member’s
voting rights in the JVC fall below fifty percent (50%), the Parties shall cause the JVC, as soon
as reasonably practicable, to change its name so as to remove from it any reference to “Amtek”, and
to cease any corresponding use of the trademarks or logos associated therewith, and ARI Member
undertakes to cause the JVC to do whatever will be necessary to such effect. The JVC shall
thereafter no longer use “Amtek” in the JVC’s corporate name and shall cease any corresponding use
of the trademarks or logos associated therewith in connection with its business.



The JVC shall not, except at the request of AMTEK and/or AMTEK Member, take any action in any
court, administrative agency or otherwise, to prevent any infringement, imitation or illegal or
unauthorized use of the Name (or its corresponding trademarks or logos) by any Person. It is agreed
that such actions fall wholly within the authority of AMTEK and/or AMTEK Member, as the case may
be, as the sole owner(s) of their respective Names. The JVC shall, however, promptly inform AMTEK
and/or AMTEK Member of any infringement, imitation or illegal or unauthorized use of the Name (or
its corresponding trademarks or logos) which comes to its knowledge.



     4.5 Memorandum of Association and Articles of Association




	 	(a)	 	The Memorandum of Association and Articles of Association of the JVC shall, to the
extent permissible by the Companies Act, be fully consistent with and incorporate the
substantive provisions of this JVA (to the extent that such provisions may be properly
contained in the Memorandum of Association and/or Articles of Association, as the case
may be).
	 
	 	(b)	 	If, at any time or from time to time, there is any ambiguity, inconsistency or
discrepancy between this JVA and the Memorandum of Association or Articles of
Association, the Parties shall, to the extent permissible by the Companies Act, take all
actions necessary or advisable as promptly as practicable after the discovery of such
inconsistency or discrepancy, to amend the Memorandum of Association and/or Articles of
Association, as the case may be, so as to conform with this JVA, and pending such
amendment, the provisions of this JVA shall prevail as between the Parties and shall be
enforceable as the personal rights and obligations of the Parties.
	 
	 	(c)	 	The Articles of Association shall specify the names of the first Directors to hold
office until the first general annual meeting (unless they are removed at an earlier
point in time in accordance with this JVA).





			
	     	 	 
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     4.6 Covenants of the Parties



Each Party confirms to and covenants with the other as follows:




	 	(a)	 	this JVA shall operate and be effective as embodying the personal rights,
obligations and duties of each Party and shall be enforceable as such by and between the
Parties; and
	 
	 	(b)	 	to achieve the intention and objective outlined in (a) above, each Party will cause
its Affiliates (as defined in Article 1 as applicable) to abide by this JVA to the extent
required.





Article 5 Capital Structure




     5.1  Authorized Share Capital



The authorized Share Capital of the JVC is Rupees One hundred and Fifty million (INR 150,000,000)
divided into Fifteen million (15,000,000) Shares of Rupees ten (INR 10) each, ranking pari passu in
all respects.



The authorized Share Capital may be increased from time to time as needed by the business
requirements of the JVC, subject to the prior approval thereof by the Shareholders in accordance
with the provisions of this JVA and in compliance with the applicable requirements of the Companies
Act.



     5.2 Issued Share Capital




	(a)	 	Initial Share Capital. Upon execution of this JVA, the JVC shall take such steps as
requested by ARI Member, in its sole discretion, to ensure that the initial Share Capital of
the JVC shall be as set forth in Annex VI (the “Initial Share Capital”). The Initial Share
Capital shall be subscribed and paid for by each Party in the amount set forth opposite each
Party’s name in Annex VI under the heading “Initial
Share Capital” at a premium of Rupees
ninety (Rs. 90) per Share, in accordance with Annex VI and the shareholding ratio set forth in
Article 5.3 within sixty (60) Business Days following the establishment of a bank account by
the JVC, or such earlier date as the Parties may mutually agree. The JVC shall open a bank
account within seven (7) days of the date of this JVA. The JVC shall procure that, within a
period of seven (7) Business Days from the date of receipt of the share subscription
consideration from both the Parties, a meeting of the Board is convened and the Shares
allotted to the Parties. The share certificates representing the fully paid-up Shares
subscribed by the Parties shall be handed over to the Parties within seven (7) Business Days
of such Board meeting. The share certificate/s in respect of the Shares subscribed by the
Parties shall be in the form of jumbo certificates. Thereafter, the certificate/s may be
split/consolidated upon being so requested by the Parties in writing at no extra cost. The
JVC shall, at the initial meeting of the Board of Directors of the JVC, resolve to have the
name of the Parties entered in the Register of Members of the JVC in respect of the Shares
issued and allotted to the Parties by the JVC and to make all necessary filings with the
concerned regulatory authorities.





			
	     	 	 
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	 	 	Immediately after the initial Board meeting and passing of the resolutions mentioned above,
the Parties shall ensure that the JVC records the entries in the registers, and carries out
all the actions that have been resolved to be carried out in this Article 5.2, in order to
effectively achieve closing of the Initial Share Capital including making necessary filings
with the Registrar of Companies, Authorized Dealer and the Reserve Bank of India. The JVC
shall deliver copies of such forms, reports and documents to the Parties on the completion
of all such filings. The JVC shall ensure that all forms, reports and documents to be filed
and / or delivered under this Article are in the prescribed format, are accurately completed
and are accompanied by all the required documents.
	 
	 	 	Upon payment (in cash) of the respective Share subscription amounts to the bank account of
the JVC by the Parties, the JVC shall allot and issue Shares to each Party, credited as
fully paid-up, and the initial shareholding structure of the JVC shall be as set forth in
Annex VI.
	 
	(b)	 	Additional Share Capital. Following the contribution of the Initial Share Capital by
the Parties, additional Share Capital shall be subscribed for, paid by and issued to the
Parties, in accordance with the shareholding ratio set forth in Article 5.3, simultaneously to
each of the Parties at the time or times prescribed by the Board of Directors pursuant to
Article 5.7, up to each Party’s Maximum Share Capital (as defined below).
	 
	 	 	Notwithstanding anything to the contrary contained in this JVA and unless otherwise
specifically agreed by the Parties in writing, and as required, by resolution of the Board
of Directors, the total capital contributions in the Share Capital of the JVC that shall be
made by the Parties (including premium paid on Shares) shall be as set forth opposite each
Party’s name in Annex VI under the heading “Maximum Share Capital” (the “Maximum Share
Capital”). Notwithstanding anything to the contrary contained in this JVA, the Parties
shall only be obliged to make capital contributions up to their respective Maximum Share
Capital contribution as and when called for by the Board in accordance with Article 5.4
and/or Article 5.7.
	 
	 	 	Immediately after any valid changes to the shareholdings of the JVC or any valid amendments
to the Maximum Share Capital, as hereinafter provided, the Parties agree to amend Annex VI
to reflect the then current shareholding structure of the JVC and/or the revised Maximum
Share Capital amount, and to take any actions and make any necessary filings with the
Registrar of Companies, Authorised Dealer and the Reserve Bank of India, to reflect such
changes. The JVC shall deliver copies of such forms, reports and documents to the Parties
on the completion of all such filings. The JVC shall ensure that all forms, reports and
documents to be filed and / or delivered under this Article are in the prescribed format,
are accurately completed and are accompanied by all the required documents. Notwithstanding
anything to the contrary contained elsewhere, the Parties agree that there is no obligation
on either of the Parties to invest in the JVC beyond each such Party’s Maximum Share Capital
and failure on the part of the Parties, or the Board of Directors, to agree on any amendment
to the Maximum Share Capital shall not be deemed to be a Deadlock Event.





			
	     	 	 
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	(c)	 	Each certificate representing the Shares of the JVC now or hereafter owned by the
Shareholders of the JVC or issued to any Person including in connection with a transfer in
compliance with this JVA shall be endorsed with the following legend:
	 
	 	 	“The sale, pledge, hypothecation or transfer of the Shares represented by this certificate
is subject to certain restrictions which include without limitation rights of first refusal
on the sale of the Shares and tag along rights as set forth in the Articles of Association
of the Company and a Joint Venture Agreement.”
	 
	 	 	The JVC shall not directly or indirectly issue share options or other forms of share
capital, warrants, etc. of the JVC to the GM, Executive Officers, employees, Directors,
consultants or other Persons except in accordance with the JVC’s approved employees stock
option plan approved by the Board followed by an affirmative vote of both the Shareholders.





     5.3 Shareholding Ratio



Unless otherwise provided in Articles 5.7 and 5.8 (or any other provisions of this JVA, as
applicable), the ratio of shareholdings in the JVC shall be:



	 	 	 	 	 
	AMTEK Member
	 	 	50	%
	ARI Member
	 	 	50	%






     5.4  Pre-emptive Rights



In the event that the Shareholders (pursuant to Article 11.1(g)) approve an increase in the
authorized Share Capital of the JVC (beyond the amount of the initial authorized Share Capital set
out in Article 5.1) and/or the Board approves a Cash Call pursuant to Article 5.7 in connection
with the issuance of additional Shares, each Party shall have the right to subscribe for such
additional Shares, subject to the Maximum Share Capital obligation of the Parties. Subject to
Articles 5.7 and 5.8, unless otherwise mutually agreed in writing by the Parties, subscriptions and
corresponding issuances of such additional Shares will be made so as to ensure that the ratio of
shareholdings set out in Article 5.3 is maintained (at 50% AMTEK Member and 50% ARI Member). For
greater certainty, except as otherwise provided in this JVA, no Shares shall be issued by the JVC
without the prior approval of both the Parties. Notwithstanding anything to the contrary contained
in this JVA, the Shareholders shall only be entitled to subscribe to any fresh issue by themselves
or through their Affiliates and shall not be entitled to renounce their rights in favour of any
Person, except with the prior approval of the other Shareholders.



     5.5 Stand-Alone Financing 



Subject to the initial equity financing by the Shareholders as provided for in Article 5.2, the JVC
shall, to the greatest extent possible, arrange for its financing requirements on a “stand-alone”
or independent basis (through external banks/financing sources and/or funds generated from
operations) and shall bear full responsibility for its debts and liabilities. If the JVC is unable
to so fund its obligations as aforesaid, the Parties shall provide (unless otherwise mutually
agreed in



			
	     	 	 
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writing) the required financing or investment by way of additional capital contributions (in
accordance with Article 5.7 and/or Article 5.4) subject to the Maximum Share Capital obligation.
Each of the Parties may in its sole discretion also provide shareholder loans, guarantees,
repayment assurances, other security to lenders or other forms/manner of indirect financing to the
JVC (in accordance with Article 8.5), on competitive terms (including rates or return and priority
of repayment). The Parties shall, from time to time, endeavour to project the amount of the JVC’s
financing requirements based on the Business Plan(s) and Annual Budget(s) approved by the Board,
but recognize that these projections are estimates only which will be subject to change based on a
variety of factors, including the actual financial results of the JVC, general economic and market
conditions, factors specifically affecting the railroad industry, the occurrence of events or
circumstances which were not foreseeable or otherwise reflected in the approved Business Plan(s)
and Annual Budget(s), etc.



     5.6 Amendments in the Ratio of Shareholding



The Parties agree to amend the ratio of shareholdings as set forth in Annex VI, in accordance with
the following Articles 5.7 and 5.8.



     5.7 Additional Capital Contributions



Subject to the Maximum Share Capital obligation of the Parties, the Board of Directors may, from
time to time, pass resolutions (each such resolution a “Cash Call”) calling for capital
contributions to the JVC from the Shareholders (each such contribution a “Capital Contribution”)
determined by the Board of Directors to be necessary to fund the business needs of the JVC to
support its ongoing and/or future requirements in accordance with the Business Plan(s) and Annual
Budget(s) approved by the Board of Directors. Each Capital Contribution pursuant to this Article
5.7 shall be made by the Shareholders in the form of a subscription for Shares, subject to the
Maximum Share Capital obligation of the Parties. The Shareholders shall make such Capital
Contributions on a proportionate basis, in accordance with their then existing ratio (at the time
of the applicable Cash Call) of shareholdings in the JVC. Unless otherwise specified by the Board
of Directors, each Capital Contribution shall be payable by the Shareholders in cash, on the date
specified in the applicable Cash Call, by wire transfer or by way of cheque to the bank account of
the JVC as specified in such Cash Call.



Both Parties undertake to cause their Directors to issue and allot the additional Shares as
required pursuant to this Article 5.7, and the JVC shall allot and issue the Shares to each Party
which has paid its rateable portion of the Capital Contribution pursuant to this Article 5.7,
credited as fully paid-up.



     5.8 Non-Paying Shareholder



If any Shareholder (the “Non-Paying Shareholder”) does not pay its rateable portion of any Capital
Contribution required to be made pursuant to Article 5.7 within fifteen (15) days from the date
specified in the applicable Cash Call (or such other extended period as may be required to obtain
necessary regulatory approvals, if any), the other Shareholder (the “Paying Shareholder”), either
itself or through an Affiliate which agrees to be bound by the terms of this JVA (by executing a
deed of adherence in the form set out in Annex IV), if it has paid its



			
	     	 	 
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rateable portion of such Capital Contribution, may, after additional notice of fifteen (15) days to
the Non-Paying Shareholder, pay such Non-Paying Shareholder’s portion in the form of a subscription
for Shares (up to the full amount thereof).



Both Parties undertake to cause their Directors to issue and allot the additional Shares as
required pursuant to this Article 5.8, and the JVC shall allot and issue the Shares to the Paying
Shareholder (or its Affiliate) which has paid the Capital Contribution, credited as fully paid-up.



Unless otherwise provided in this JVA, in the event of a change in the shareholding ratio as a
consequence of the non-payment by either Party of its rateable proportion of any Capital
Contribution, the Parties may amend this JVA to revise their respective rights and obligations
under this JVA in accordance with the revised shareholding ratio of the Parties and also to comply
with the provisions of applicable law, including the Companies Act.



Article 6 Board of Directors




     6.1 Number of Directors and Appointment



The Board of Directors shall consist of six (6) Directors.



For the purposes of this Article 6.1, the shareholding of a Party shall include the Shares, if any,
held by Affiliates of that Party.



As long as the shareholding ratio is as set forth in Article 5.3 (at 50% AMTEK Member and 50% ARI
Member), AMTEK Member shall nominate three (3) Directors and ARI Member shall nominate three (3)
Directors, all to be formally appointed at the Board meeting and confirmed in the Shareholders’
meeting.



Each Party agrees, unconditionally and irrevocably, to vote as a Shareholder of the JVC in favour
of appointing the individual(s) nominated by the other Party as Director(s) in accordance with the
provisions of this JVA.



If a position on the Board is vacated by the resignation, disability or death of a Director, the
Party which originally nominated such Director shall nominate a successor, and both Parties (or, if
applicable, the Board of Directors itself in filling such vacancy) shall cause such successor to be
appointed as a Director to the Board.



In case the ratio of shareholding between the Parties changes from that as set forth in Article 5.3
(at 50% AMTEK Member and 50% ARI Member), and for one Party is equal to or more than thirty five
percent (35%) and less than fifty percent (50%), such Party shall be eligible to have/nominate only
two (2) Directors to the Board and shall cause one of its nominee Directors to resign in favour of
the nominee Director of the other (majority) Party (which shall have the right to nominate four (4)
out of the six (6) Directors on the Board). In case the ratio of shareholding between the Parties
changes from that as set forth in Article 5.3 (at 50% AMTEK Member and 50% ARI Member), and for one
Party is equal to or more than twenty-six percent (26%) and less than thirty five percent (35%),
such Party shall be eligible to have/nominate only one (1) Directors to the Board and shall cause
its other nominee Directors to resign in favour of



			
	     	 	 
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the nominee Directors of the other (majority) Party (which shall have the right to nominate five
(5) out of the six (6) Directors on the Board). However, in case the shareholding of a Party falls
below twenty-six percent (26%), such Party shall lose the right to nominate any Directors to the
Board and shall cause its nominee Director(s) to resign in favour of the nominee Director(s) of the
other Party (which shall have the right to nominate all six (6) Directors to the Board).



     6.2 Board Responsibility



Subject to the provisions of this JVA, the Board of Directors will provide the overall policy
framework and governance for the JVC.



In addition to such other duties and responsibilities as are legally required to be performed by
the Board of Directors, the Board shall retain the overriding authority to supervise the management
of the business and affairs of the JVC, and, subject to the requirements of the Companies Act, may
discharge its duties and responsibilities through its meetings or by delegating same to a Committee
of Directors (with representation on such Committee by the nominee Directors of the Parties in the
same proportion(s) as prescribed in Article 6.1) or to any other Person as may be deemed fit or
proper by the Board.



     6.3 Chairman of the Board



The Chairman of the Board will be appointed from among the Directors. As long as the shareholding
ratio is as set forth in Article 5.3 (at 50% AMTEK Member and 50% ARI Member), each of AMTEK Member
and ARI Member shall have the right for one of its nominee Directors to be appointed as the
Chairman of the Board for successive 12 month periods, with the first Chairman to be selected at
the first meeting of the Board. Where one Party holds a majority of the Shares that Party shall be
entitled to have one of its nominee Directors appointed as the Chairman of the Board. In all
cases, the Chairman shall not have a second or casting vote, or any other tie-breaking authority.



     6.4 Alternate Directors and Additional Directors



Any alternate Director to be appointed for a Director (“Original Director”) will be nominated by
the Party having nominated the Original Director and, on such nomination, the Parties shall cause
their respective nominated Directors to vote for and appoint such alternate Director. Such
alternate Director shall be entitled, while holding office as such (i) to receive notices of
meetings of the Board or any committee(s) of the Board to which the relevant Original Director has
been appointed, (ii) to attend and vote as a Director at any such meetings of the Board or any such
committee(s) at which the Original Director is not present, and (iii) generally to exercise all the
powers, rights, duties and authorities and to perform all of the functions of the Original
Director. Further, such alternate Director shall be entitled to exercise the vote of the Original
Director.



Subject to the provisions of this JVA, the Board may fill any vacancies in the Board, by nominating
and appointing additional directors as per the provisions of Section 260 of the Companies Act.



			
	     	 	 
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     6.5 Replacement of Directors



If either AMTEK Member or ARI Member wishes to replace any or all of its nominees on the Board of
Directors, the other Party shall join in all necessary acts, steps and proceedings, and shall cause
the Shares to which it is beneficially entitled to vote in favour of the removal of such nominee or
nominees, and the election in his or their place of an individual or individuals selected by the
Party whose nominee or nominees have been so removed. Unless otherwise required by the specific
provisions of this JVA, neither AMTEK Member nor ARI Member shall vote or otherwise take steps to
cause the removal of a Director nominated by the other Party, unless requested by the other Party
to do so.



     6.6 Miscellaneous



Any Party removing or replacing a Director shall be responsible for and shall indemnify the other
Party and the JVC from and against any and all loss, claim, liability, damage, expense (including
legal fees and expenses), demands, actions, suits or proceedings, civil, criminal, environmental,
administrative or investigative (collectively, “Claims”) arising from a claim by such Director.



Without prejudice to the provisions of Article 21 below, each Director shall be entitled while he
holds that office, to make full disclosure to the Party appointing him, and to any Affiliate of
that Party, of any information relating to the JVC which that Director may properly acquire.



The board of directors of any subsidiary of the JVC shall have the same number of directors as the
JVC and the Parties shall be entitled to designate for election the same number of directors in
each of the subsidiaries as they are entitled to appoint in the JVC. The directors of the
subsidiaries of the JVC shall be appointed and removed by the JVC in accordance with the same rules
and procedures provided for the Board of Directors of the JVC. Notwithstanding anything to the
contrary contained in this JVA, all the rights available to the Parties in this JVA in respect of
management, voting, representation in the Board of Directors and committees, etc. shall mutatis
mutandis be available to the Parties in the subsidiaries of the JVC.



Article 7 Meetings of the Board of Directors




The meetings of the Board of Directors shall be conducted in accordance with the following
provisions of this JVA, except to the extent otherwise specifically required by any mandatory
requirements of the Companies Act.



     7.1 Meetings of the Board 



The Board shall meet at least once a year (unless required to meet more frequently by applicable
law, in which case the Board shall meet the minimum number of times per year required by applicable
law), and more frequently as may be desired and in accordance with this JVA.



Meetings of the Board shall take place at locations as may be agreed by the Board any place inside
or outside of India. To the extent permitted by applicable law, members of the Board of Directors
or any Committee thereof may participate in a meeting of such Board or Committee by



			
	     	 	 
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means of a conference telephone, video conference, or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same time, and
participation by such means shall constitute presence in person at any such meeting.



The Chairman of the Board shall preside over all meetings of the Board. If the Chairman is absent
or otherwise unable to preside over any Board meeting, then one of the Directors participating in
the meeting shall be elected as the Chairman of that meeting.



All Board meetings will be conducted in the English language and minutes recorded thereof shall
also be in English. The English language version of the minutes shall prevail in the event of any
conflict or inconsistency with any translation thereof. All documents and data to be prepared and
presented at Board meetings, including the annual financial statements, Auditor reports and the
like, shall also be in the English language.



Copies of the minutes of each meeting of the Board shall be delivered to each Director within seven
(7) Business Days of the meeting. If a Director has not been present at the meeting, copies of all
papers considered by the Board at the meeting shall be sent to him together with the minutes within
seven (7) Business Days of the meeting.



     7.2 Notices for Board Meetings



All Directors shall be sent written notices of Board meetings by prepaid mail or courier or,
confirmed facsimile or email (or any other form of electronic medium), at their respective business
addresses from time to time (whether inside or outside of India). In case of notices sent by
confirmed facsimile or email (or any other form of electronic medium), a copy shall also be sent by
prepaid mail or courier within twenty four (24) hours.



Unless all members of the Board of Directors agree to a shorter notice period:




	 	(a)	 	the notice for any Board meeting (including the agenda of the items of business
proposed to be transacted at the meeting) shall be given at least seven (7) days in
advance of the meeting date; and
	 
	 	(b)	 	all relevant documents and information for discussion at the meeting shall be
provided along with the notice and agenda for the meeting.





     7.3 Agendas for Board Meetings



The agendas for Board meetings shall be established by the Board of Directors.



The notice convening a meeting of the Board of Directors shall set out the agenda for the meeting
in sufficient detail to enable the Directors to determine the business intended to be transacted at
the meeting, provided that the agenda may be validly supplemented by any Director, by sending to
the Chairman and the other Board members at least five (5) days prior to the meeting date, a
written list of additional item(s) to be added to the agenda. Notwithstanding the foregoing, a
topic not specified in the agenda for the meeting may be discussed at the Board



			
	     	 	 
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meeting subject to the written consent of at least one (1) director nominated by each of ARI Member
and AMTEK Member.



     7.4 Quorum



The quorum for all the Board meetings shall be one-third of the total number of Directors on the
Board, and so long as, in accordance with Article 6.1, each Party retains the right to nominate at
least one (1) Director to the Board, shall include at least one (1) Director nominated by each
Party (whose presence shall be necessary throughout the entire meeting). If, at any Board meeting,
a quorum does not exist at the commencement of the meeting or, if during the meeting, the quorum
ceases to exist, the meeting shall (unless otherwise agreed by all Board members) be automatically
adjourned for seven (7) days, to reconvene at the same place and same time. If, at the adjourned
Board meeting, the requisite quorum is also not present, such Board meeting shall be freshly
reconvened in accordance with Article 7.2.



     7.5 Voting



Each Director present or represented at a meeting shall have one vote.



All resolutions of the Board of Directors shall be adopted by an affirmative vote of the majority
of the Directors present at the duly constituted meeting at which such resolutions are considered
and voted upon, which affirmative vote shall be in accordance with the provisions of Article 8.1.



The Chairman of the meeting shall not have a second or casting vote, or any other tie-breaking
authority.



     7.6 Committees of the Board



The Board may, by resolution, constitute Committee(s) of its members and delegate to such
Committee(s) such powers and functions (to the extent not prohibited by the Companies Act) as the
Board may from time to time decide. The composition of such Committees shall be in proportion to
the representation of the Parties on the Board, and the provisions of Articles 7.4, 7.5, 8.1 and
11.1 relating to quorum and voting, respectively, shall also apply to the meetings of such
Committees.



     7.7 Written Resolutions



A written resolution circulated to all the Directors and approved by such of the Directors as are
required (in accordance with this JVA) to approve such resolution at a meeting of the Board of
Directors, shall (subject to compliance with the relevant requirements of the Companies Act) be as
valid and effective as a resolution passed at a duly constituted Board meeting, provided that the
written resolution has been circulated in draft form, together with the relevant papers, if any, to
all the Directors. The resolution shall be presented in writing to all Directors at the following
Board of Directors meeting. No circular resolution of the Board shall be valid unless the same has
been circulated to the Directors, whether in India or outside India, for a minimum period of seven
(7) days.



			
	     	 	 
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     7.8 Directors’ Fees



Unless otherwise determined by the Shareholders from time to time, the Directors shall receive no
sitting fees for attending or participating at any meetings, nor shall they be entitled to
reimbursement of any costs or expenses for attending or participating in such meetings.



Article 8 Business Matters Reserved to the Board of Directors




     8.1  Matters Requiring Resolution by the Board



In addition to those matters which require approval by the Board of Directors in accordance with
the provisions of the Companies Act, matters which require resolutions by the Board of Directors
shall include the following matters set forth in Article 8.1(a) through Article 8.1(dd). No such
matter, including those contemplated by Article 7.5, shall be passed unless there is an affirmative
majority vote of the Directors present and voting on such matter at a duly constituted Board
meeting or otherwise approved by way of valid written resolution, which affirmative vote or written
approval shall include the approval or concurrence of at least one Director nominated by each of
ARI Member and AMTEK Member, so long as, in accordance with Article 6.1, each of ARI Member and
AMTEK Member retains the right to nominate at least one (1) Director to the Board:




	 	(a)	 	calls for Capital Contributions from the Shareholders in accordance with Article
5.7;
	 
	 	(b)	 	authorizing the borrowing of funds or obtaining credit facilities by the JVC in
accordance with Article 8.5;
	 
	 	(c)	 	business policy and planning, including mid-term and long-term strategic planning
for the JVC;
	 
	 	(d)	 	reviewing, considering and approving the Business Plan(s) and Annual Budget(s) of
the JVC, including any material changes, amendments or supplements thereto as may be
determined by the Board;
	 
	 	(e)	 	material human resources policies, including employee benefits plans,
profit-sharing plans and/or pension plans;
	 
	 	(f)	 	Decisions on the organizational structure of the JVC;
	 
	 	(g)	 	acquisitions (by purchase, lease or otherwise) or disposals (by sale, lease or
otherwise) of any real estate or auxiliary rights thereto exceeding Rupees One Million
(INR 1,000,000) unless already contained in the approved Business Plan(s) and Annual
Budget(s);
	 
	 	(h)	 	appointment, release and fixing/revision of the remuneration of the GM and the
principal financial and/or accounting officer(s) of the JVC;





			
	     	 	 
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	 	(i)	 	appointment and release from office of any other Executive Officer of the JVC or
any other signing officer (including bank signing officers) of the JVC and
fixing/revision of the remuneration of such officers; provided that, unless otherwise
specifically approved by the Board in exceptional circumstances, two (2) signing officers
(including, for banking or other bank account purposes, two (2) bank signing officers)
will be required to execute agreements and otherwise bind or create legal obligations for
or on behalf of the JVC;
	 
	 	(j)	 	guidelines for pricing and commercial terms, including approval for the pricing of
Products by the JVC prior to the submission thereof in quotations or other communications
to customers (provided that this function may be delegated to designated representatives
of the Parties);
	 
	 	(k)	 	decisions regarding the deferral of any payment or the granting of credit to a
Party, unless the same requires Shareholder approval under the provisions of the
Companies Act (in which case, this matter shall be a decision to be considered and
determined by the Shareholders);
	 
	 	(l)	 	granting any general or special power of attorney authorizing an employee of the
JVC or other Person to represent or enter into commitments on behalf of the JVC;
	 
	 	(m)	 	execution of consulting contracts with third parties (including professional advice
in respect of legal or human resource matters), involving a financial commitment on the
part of the JVC exceeding Rupees One Million (INR 1,000,000) in any single case;
	 
	 	(n)	 	execution of any other contract with a term over three (3) years or involving
financial commitments on the part of the JVC exceeding Rupees One Million (INR 1,000,000)
annually, not included in the approved Business Plan(s) and Annual Budget(s); however,
all such contracts with a term over one (1) year shall be presented to the Board of
Directors for information;
	 
	 	(o)	 	execution of any contract or agreement between the JVC and either Party or its
Affiliates or any other “related party” transactions, except for contracts, agreements
and related party transactions (i) specifically contemplated by this JVA, or (ii)
included or contemplated in the approved Business Plans(s) and Annual Budget(s); the
members of the Board of Directors shall have access to all relevant information with
respect to any such contract, agreement or related party transaction;
	 
	 	(p)	 	filing, pursuit, abandonment, compromise or settlement of any claim or counterclaim
in any litigation, arbitration or administrative proceedings exceeding Rupees Two Million
(INR 2,000,000), (but excluding, for greater certainty; matters referred to arbitration
under Article 24.1);
	 
	 	(q)	 	capital expenditures (including asset acquisitions or leasing arrangements),
capital asset dispositions or other transactions not included in the approved Business
Plan(s) and Annual Budget(s), if such expenditures, dispositions or other





			
	     	 	 
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	 	 	 	transactions create an obligation or liability or are intended to generate
consideration or proceeds exceeding Rupees Two Million (INR 2,000,000) in any single
case and Rupees Five Million (INR 5,000,000) in the aggregate in any financial year;
	 
	 	(r)	 	consideration and approval of Directors’ service contracts, if any;
	 
	 	(s)	 	fixing the remuneration of the Auditors;
	 
	 	(t)	 	grants of loans or guaranteeing the obligations of third parties or taking on any
other similar liability (including members of the Board of Directors, Shareholders or
officers or employees of the JVC or Affiliates of such Persons);
	 
	 	(u)	 	dismissing employees of the JVC by incurring or agreeing to bear redundancy or
other costs in excess of Rupees One Million (INR 1,000,000) per employee and Rupees Four
Million (INR 4,000,000) in the aggregate in any financial year;
	 
	 	(v)	 	selecting one or more Approved Banks for opening bank accounts of the JVC; an
“Approved Bank” shall be any bank (i) established under the laws of India or any state
thereof and listed in the Second Schedule to the Reserve Bank of India Act, 1934; or (ii)
under the laws of any other country as may be mutually agreed by the Parties in writing;
	 
	 	(w)	 	entering into any arrangement or contract outside the normal course of business;
and
	 
	 	(x)	 	considering and approving any accounting, customer/supplier credit and tax policies
of the JVC, including changes in accounting policies or principles applied by the JVC
(unless such changes are required by the adoption of new accounting policies or
principles, or related recommendations or other interpretive rules or guidelines, under
Indian GAAP).
	 
	 	(y)	 	Any Distributions, including any share buy-backs by the JVC.
	 
	 	(z)	 	Availing of any loans or financial assistance which is in not authorised by the
Annual Budget and creating any Encumbrances on the property or assets of the JVC.
	 
	 	(aa)	 	Decisions in respect of setting up the Facility including acquiring/leasing land
for the same.
	 
	 	(bb)	 	Admission or removal of any new Shareholder in the JVC.
	 
	 	(cc)	 	Any strategic, financial or other alliance with a third party which results in
investments by the JVC or certain exclusive rights to such third party.
	 
	 	(dd)	 	Any decision to increase or decrease the Maximum Share Capital amount.





			
	     	 	 
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The Board of Directors may not refuse examination of any other matter which may be put on the
agenda by any Director. The term JVC is expanded to include the JVC and all its Subsidiaries for
the purpose of this Article 8.1.



If, concerning a certain matter listed in paragraphs (a) through (dd) above, the resolution by the
requisite majority of votes cannot be obtained, either Party shall have the right to submit the
topic in question for consideration and decision at a meeting of the Shareholders.




     8.2 Annual Budget and Business Plan


Excluding the initial Business Plan and Annual Budget approved by the Parties prior to the
execution of this JVA, each year the Board shall cause the GM and the other Executive Officers of
the JVC to prepare a Business Plan and an Annual Budget for consideration, review and approval by
the Board. The Board shall review and monitor the JVC’s compliance with each approved Business
Plan and Annual Budget.



The guidelines for operations of the JVC shall be approved by the Board. The Parties acknowledge
that the Business shall be conducted in accordance with the Business Plan which will be updated or
amended by the Board with the affirmative vote of both Parties, at least thirty (30) days prior to
the beginning of each financial year. The Business Plan shall include financial projections on a
quarterly basis. The initial Business Plan of the JVC shall be agreed by the Parties
simultaneously on the execution of this JVA and the Parties shall each sign the initial Business
Plan to evidence such agreement.




     8.3 Distributions and Dividends 


All Distributions and dividends and share buy-backs, if any, by the JVC shall be as decided by the
Board of Directors of the JVC with the affirmative vote of at least one (1) director nominated by
ARI Member and one (1) director nominated by AMTEK Member, so long as, in accordance with Article
6.1, each of ARI Member and AMTEK Member retains the right to nominate at least one (1) Director to
the Board.




     8.4 Bank Accounts


The JVC shall open separate bank accounts with the Approved Banks chosen or approved by the Board
of Directors, including if determined to be necessary, bank accounts in foreign currencies with
Approved Banks outside of India in accordance with the relevant regulations (e.g. the Foreign
Exchange Management Act). In respect of such bank accounts, the Board shall, from time to time,
establish and/or approve bank account signing authorities (including designated individuals,
positions or offices and specific signing limits) which shall, unless otherwise specifically
approved by the Board in exceptional circumstances, require two (2) bank signing officers as
signatories for all bank accounts and banking instruments. All bank accounts of the JVC shall be
operated by persons specifically nominated in this regard by the Board with the affirmative vote of
both Parties, on terms and conditions to be specified by the Board. For purposes of this Article
8.4, the requisite Board approval(s) must include at least one Director nominated by each Party so
long as, in accordance with Article 6.1, each Party retains the right to




			
	 	 	 
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nominate at least one (1) Director to the Board. The JVC shall not open bank accounts with any
bank or financial institution other than an Approved Bank.




     8.5 Financing, Borrowings, Encumbrances and Guarantees


The Board may, from time to time, authorize and permit the JVC to borrow funds or obtain credit
facilities for its financial requirements (as identified or contemplated in approved Business
Plan(s) and/or Annual Budget(s)) from banks or financial institutions or (with the prior consent of
the Shareholders and subject to the provisions of Article 5.5) from the Shareholders themselves,
subject to such Encumbrances on the assets or property of the JVC, if any, as approved by the
Board. Such authorization(s) and approval(s) may be given by the Board in specific circumstances
or may be given or reflected generally in approved Business Plan(s) and/or Annual Budget(s).
Notwithstanding anything to the contrary contained in this JVA , the Shareholders shall not be
bound to grant loans, issue guarantees, repayment assurances, other security to lenders or other
forms/manner of direct or indirect financing to the JVC, unless otherwise specifically agreed in
writing by the Shareholders at their sole discretion. Should more than one (1) of the Shareholders
agree in writing to do so, such loans, guarantees, assurances, security or other direct or indirect
financing shall be in proportion to their respective ratio of shareholdings in the JVC at the
applicable time, without any joint and several liability. The foregoing limitations on financings
and borrowings by the JVC shall also apply to the completion of material lease commitments (whether
by way of operating or capital lease) by or on the part of the JVC. For purposes of this Article
8.5, the requisite Board authorization(s) or approval(s) must include at least one Director
nominated by each Party so long as, in accordance with Article 6.1, each Party retains the right to
nominate at least one (1) Director to the Board.




Article 9 Management of the JVC




     9.1 GM and Other Executive Officers


The GM and the other Executive Officers (to be specifically identified and agreed by the Parties)
of the JVC shall be appointed or be subject to approval by the Board of Directors. Either Party
may nominate individuals for the positions of GM and/or the other Executive Officer(s), including
the principal financial and/or accounting officer(s) of the JVC; provided that, unless otherwise
mutually agreed, ARI Member shall be permitted to nominate and supply a “technical specialist”
(program or project manager/director or assistant general manager) to the JVC for the start-up and
initial program launch activities of the JVC for a period of approximately 12 months following the
re-location of such individual to India (or such extended period as may be mutually agreed by the
Parties) on terms to be agreed by the Parties.




     9.2 Responsibilities 


Subject to compliance with the approved Business Plan(s) and Annual Budget(s) and to the overriding
authority of the Board of Directors to supervise the management of the business and affairs of the
JVC and further subject to Articles 8.1 and 11.1, the GM (and the other Executive Officers of the
JVC) will have operational responsibility for the production of the JVC, including manufacturing,
production engineering, quality, delivery, equipment/tooling maintenance, etc., as well as
significant decision making authority over day-to-day operating issues.




			
	 	 	 
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Unless otherwise determined by the Board or as otherwise set forth in this JVA, the GM and the
other Executive Officers shall decide the matters of daily business in their respective fields of
responsibility. The Board may delegate to the GM such powers as the Board may deem appropriate.



Neither Party shall have any authority to act for or on behalf of the JVC or to make any decision
pertaining to the business of the JVC, including any authority to bind the JVC in contracts or to
otherwise incur obligations on behalf of the JVC.




Article 10 Shareholders’ Meeting



Shareholders’ meetings shall be conducted in accordance with the following provisions of this JVA,
except to the extent otherwise specifically required by any mandatory requirements of the Companies
Act.




     10.1 Annual and Extraordinary General Meetings


Annual general meetings of the Shareholders shall be held at least once a year, but, in any event,
no more than fifteen (15) months shall pass from the date of one annual general meeting and the
next.



Extraordinary general meetings of the Shareholders may be held whenever requested or required by
the resolution of the Board of Directors, by any Shareholder/s holding not less than one tenth of
the total voting Share Capital of the JVC or by applicable law, provided that such meeting shall
be convened in compliance with the relevant provisions of the Companies Act.



All Shareholders’ meetings will be conducted in the English language and minutes recorded thereof
shall also be in English. The English language version of the minutes shall prevail in the event
of any conflict or inconsistency with any translation thereof. All documents and data to be
prepared and presented at Shareholders’ meetings, including the annual financial statements,
Auditor reports and the like, shall also be in the English language.



Shareholders’ Meetings shall take place at locations as may be determined by the Board and shall be
subject to applicable law. To the extent permitted by applicable law, Shareholders may participate
in a meeting by means of a conference telephone, video conference, or similar communications
equipment by means of which all persons participating in the meeting can hear each other at the
same time, and participation by such means shall constitute presence in person at any such meeting.




     10.2 Convening of Shareholders’ Meetings


All Shareholders shall be sent by the Secretary of the JVC or other person duly authorised by the
Board written notices of general meetings by prepaid mail or courier at their respective business
addresses from time to time (whether inside or outside of India).



The notice for any general meeting of the Shareholders (including the time, date and place for the
meeting) shall be given to the Shareholders at least twenty–one (21) days prior to the date of




			
	 	 	 
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the meeting, together with the respective agenda (including the items of business proposed to be
transacted at the meeting), explanatory statement and all relevant documents and information for
discussion at the meeting. Notwithstanding the foregoing, any annual general meeting may be held
on shorter notice if agreed to in writing by all of the Shareholders and any Extra-Ordinary General
Meeting may be held on shorter notice if agreed to in writing by Shareholders holding at least
ninety five percent (95%) of the voting Share Capital of the JVC.




     10.3 Quorum


Unless otherwise specified in this JVA or required by applicable law, the quorum for general
meetings of the Shareholders shall consist of two (2) Shareholders or Shareholders present through
authorized representatives, representing not less than seventy-four percent (74%) of the then
issued and outstanding Shares (whose presence shall be necessary throughout the entire meeting),
whichever is greater, provided always that so long as AMTEK Member and ARI Member each hold at
least twenty six percent (26%) of the voting Share Capital of the JVC, such quorum must include at
least one authorized representative of each of AMTEK Member and ARI Member. If, at any general
meeting, a quorum does not exist at the commencement of the meeting or, if during the meeting, the
quorum ceases to exist, the meeting shall (unless otherwise agreed by all Shareholders) be
automatically adjourned for seven (7) days, to reconvene at the same place and same time. If, at
the adjourned general meeting, the requisite quorum is also not present, such meeting shall be
freshly reconvened in accordance with Article 10.2.




     10.4 Voting


Unless otherwise specified in this JVA or required by applicable law (i) each Share shall entitle
the holder thereof to voting rights at a meeting of the Shareholders in accordance with the
provisions of the Companies Act and the Shareholders shall be entitled to exercise one vote in
respect of every share held by them, and (ii) all resolutions shall be determined by a majority of
the votes cast (by means of a poll) on the particular resolution at the Shareholders’ meeting,
provided always that so long as the shareholding ratio of AMTEK Member and ARI Member remains as
set forth in Article 5.3 (at 50% AMTEK Member and 50% ARI Member), such majority must include
Shares represented and voted at the meeting by or on behalf of both AMTEK Member and ARI Member.



The Chairman of the meeting shall not have a second or casting vote, or any other tie-breaking
authority. All voting at meetings of Shareholders shall be by poll and not by show of hands.




     10.5 Chairman


The Chairman of the Board shall preside over all meetings of the Shareholders. If the Chairman is
absent or otherwise unable to preside over any Shareholders’ meeting, then one of the other
Directors participating in the meeting shall be elected or appointed as the Chairman of that
meeting.




			
	 	 	 
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Article 11 Business Matters Reserved to the Shareholders




     11.1 Matters Requiring Resolution by the Shareholders


In addition to those matters which require approval by the Shareholders in accordance with the
provisions of the Companies Act, matters which require resolutions by the Shareholders shall
include the following, each of which shall not be passed unless there is an affirmative majority
vote of the Shareholders present and voting on such matter at a duly constituted general meeting,
which affirmative vote shall include the approval or concurrence of both AMTEK Member and ARI
Member so long as each Party retains shareholding in the JVC of at least twenty-six percent (26%):





	 	(a)	 	any amendment to the Memorandum of Association or the Articles of Association,
including changes in the authorized Share Capital of the JVC, changes in the registered
office address of the JVC or changes in the name of the JVC;
	 
	 	(b)	 	any material change in the scope or nature of the Business or activities of the JVC
(except as contemplated or reflected in any approved Business Plan and/or Annual Budget);
	 
	 	(c)	 	any change in the Auditor of the JVC or the financial year end of the JVC (provided
that any such change necessary to conform, from time to time, to the worldwide auditors
or the financial year end of ARI shall be approved by the Shareholders, upon the request
of ARI Member);
	 
	 	(d)	 	the dissolution, liquidation, winding-up, recapitalization, reorganization or
restructuring of the JVC, except as otherwise specifically provided for herein;
	 
	 	(e)	 	the sale, lease or other disposition of all or a substantial part of the JVC or all
or a substantial part of its property or assets;
	 
	 	(f)	 	any decrease in the Share Capital of the JVC (including Share cancellation or
buy-back arrangements) or reclassification, conversion or exchange of any of the shares
of the JVC;
	 
	 	(g)	 	any increase or decrease in the authorized Share Capital of the JVC;
	 
	 	(h)	 	any issuance of securities (other than Shares as contemplated or specifically
permitted to be issued by the provisions of this JVA) or debt instruments (including
debentures) by the JVC.
	 
	 	(i)	 	the issuance to any Person of any equity shares, preference shares, equity
interest, or debentures in the JVC (including interests convertible into, or exchangeable
for equity interests in the JVC);
	 
	 	(j)	 	the formation, dissolution, liquidation, acquisition or disposition of any
subsidiary, partnership, joint venture or operating company/division of the JVC,
including the acquisition or sale of shareholdings in other companies held by the JVC
and/or the





			
	 	 	 
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	 	 	 	decision to increase the investment by the JVC in such companies, or the establishment
or closing of branches or representative offices of the JVC;
	 
	 	(k)	 	the acquisition by the JVC of all or substantially all of the shares of capital in,
or all or substantially all of the property or assets of, another Person;
	 
	 	(l)	 	the amalgamation or merger of the JVC with any other company or business
undertaking;
	 
	 	(m)	 	the approval of any employee stock option plan of the JVC or other such incentive
plan;
	 
	 	(n)	 	the undertaking of any public offering of any securities by the JVC; and
	 
	 	(o)	 	any matter or topic submitted by a Party to the Shareholders for decision where the
resolution by the requisite majority of votes could not be obtained at a Board of
Directors meeting under Article 8.1.




The Shareholders may not refuse examination of any other matter which may be put on the agenda by
any Shareholder. The term JVC is expanded to include the JVC and all its Subsidiaries for the
purpose of this Article 11.1.




Article 12 Closing of the Accounts of the JVC




     12.1 Financial Year


The first financial year of the JVC shall be the period from the date of incorporation until March
31 following. The second and subsequent financial years shall begin on April 1st and
end on March 31st of the following years.




     12.2 Books, Records and Reports


The JVC shall keep true and accurate accounting records of all of it finances and operations, and
such records shall be open to inspection and audit by the Parties or their representatives in
accordance with Article 19. The JVC shall provide the Parties with monthly and quarterly financial
statements and such other information (including monthly trial balance information and other
periodic reports) on a timely basis as is necessary to meet the requirements of the respective
financial reporting and accounting systems of the Parties or as may otherwise be reasonably
requested by either Party.




     12.3 Method of Closing Accounts and Financial Reporting


The accounts of the JVC shall be closed in accordance with Indian GAAP.



Accounting information and related reports shall be provided to each Party in the English language.




			
	 	 	 
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Within the first thirty (30) days of each financial year (or such other period as may be required
by the Shareholders), the JVC shall produce annual financial statements (including a balance sheet,
profit and loss statement, and cash flow statement, as well as the required notes to such financial
statements) for the preceding year in accordance with Indian GAAP, and shall submit such annual
financial statements, together with the Auditor’s report thereon, to the Board of Directors for
review, approval and submission to the Shareholders for approval. The JVC shall also prepare, on a
quarterly basis, within five (5) Business Days of the end of each financial quarter of the JVC (or
such other period as may be required by the Shareholders), quarterly financial statements of the
JVC in accordance with Indian GAAP, for submission to the Board of Directors and the Shareholders.



At the request and expense of ARI Member, the accounts and financial statements (annual and
quarterly) of the JVC in accordance with (or otherwise reconciled to) U.S. GAAP shall be provided
to ARI Member on a basis and in a manner sufficient to allow ARI to satisfy its SEC reporting
obligations.




     12.4 Auditor


The first Auditor of the JVC shall be appointed by the Board. The subsequent appointments of the
Auditor shall be at the Shareholders’ meetings.



Unless otherwise agreed by the Shareholders, the Auditor shall annually conduct, at the JVC’s
expense, an external independent audit of the JVC’s accounts and annual financial statements, and
shall prepare a report on such annual financial statements in accordance with Indian GAAP and the
requirements of the Companies Act, to be approved at the Shareholders’ meeting.



At the expense of ARI Member, the JVC shall also retain an independent public accounting firm
registered with the U.S. Public Company Accounting Oversight Board acceptable to ARI Member to:
audit/review the preparation/reconciliation of the JVC’s annual and quarterly results in accordance
with U.S. GAAP and in a manner sufficient to allow ARI to satisfy its SEC reporting obligations
(including as to internal controls).




     12.5 Taxes


The JVC shall timely pay all applicable direct and indirect taxes, and timely file returns with
respect to such taxes, in accordance with the applicable laws of India. If the provisions of law
so permit, the JVC shall, from time to time apply for, pursue and obtain the most favorable tax
treatment available to it from the appropriate tax authorities, including the most favourable tax
treatment for income tax, sales tax, local tax, property tax and any applicable tax exemptions or
waivers.



To the extent that any payments made by the JVC to ARI Member (or its Affiliates) are subject to
tax withholdings under applicable Indian laws, the JVC shall provide all necessary support and
assistance in order to allow ARI Member (and its Affiliates) to gain the benefits of any double
taxation avoidance agreements that may be in place between India and the countries or jurisdictions
in which ARI Member (or such Affiliates) is/are organized or located.




			
	 	 	 
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The JVC shall cooperate fully with the tax authorities of any countries or jurisdictions in which
ARI Member and its Affiliates are organized or located.  The JVC shall, upon the request of the ARI
Member, provide tax information to the ARI Member and take all actions relating to tax matters in
such countries or jurisdictions including, without limitation, making tax elections and providing
tax certificates, as the ARI Member shall so request.




Article 13 Transfer of Shares and Holding Shares




     13.1 Definitions. For the purposes of this Agreement (including this Article 13) the
following terms and phrases shall have the meanings set forth below:




	 	(a)	 	“Holding Company” means any entity that: (i) holds directly or indirectly 100%
(other than any nominee shares) of the equity of ARI Member or AMTEK Member, as the case
may be; and (ii) does not engage in any significant business or control any significant
assets, other than the Shares or Holding Shares, or such other business or assets that
may be incidental thereto. For the sake of clarity, neither ARI nor AMTEK is or shall be
deemed to be a Holding Company for purposes of this JVA.
	 
	 	(b)	 	“Holding Shares” refers to: (i) the capital stock, membership, partnership, limited
liability or other equity interests of a Holding Company; and/or (ii) the Member Shares.
	 
	 	(c)	 	“Intending Purchaser Price” means the price offered by an Intending Purchaser for
the purchase of Shares or Holding Shares, as the case may be.
	 
	 	(d)	 	“JV Sale Shares” means Third Party Sale Shares that (a) if Shares, the portion of
such Shares in the JVC that comprise such Third Party Sale Shares; and (b) if Holding
Shares, an amount of Shares in the JVC that is equivalent in value and beneficial
ownership interest to, the Holding Shares that comprise such Third Party Sale Shares.
	 
	 	(e)	 	“Member Shares” means the capital stock, membership, partnership, limited liability
or other equity interests of ARI Member or AMTEK Member, as the case may be.
	 
	 	(f)	 	“Third Party Sale Shares” means the Shares, or Holding Shares held by a Party or
its Affiliates, as the case may be, that are proposed to be sold, assigned or transferred
to an Intending Purchaser.





     13.2 Transfer to Affiliates 


Notwithstanding anything to the contrary contained in this JVA, the Parties and their Affiliates
shall be entitled at any time and from time to time, to sell, assign and transfer to, or hold
Shares or Holding Shares, as the case may be, through one or more of their respective (now or
hereafter existing) Affiliates, so long as any such other Affiliate remains an Affiliate of such
Party or such Affiliate. Any such sale, assignment or transfer shall not require prior approval of
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any other approval, provided the Board shall promptly thereafter receive reasonable evidence of the
affiliated character of the Affiliate.





	 	 	 	The Party transferring its Shares to an Affiliate or holding the
Shares through an Affiliate shall ensure that such Affiliate agrees
to be bound by the terms of this JVA and executes a deed of adherence
in the form set out in Annex IV evidencing such agreement.
	 
	 	 	 	In circumstances where a Party and its Affiliate(s) both hold Shares
in the JVC, references to such Party in this JVA shall, to the extent
applicable or required for purposes of reading and interpreting this
JVA (e.g. provisions dealing with the rights and obligations of such
Party as a holder of the Shares), be deemed to include such
Affiliate(s), unless the context otherwise requires.
	 
	 	 	 	To the extent any action is required to be taken by or on behalf of
any Affiliate under this Article 13, each Party hereby undertakes to
either: (i) cause such Affiliate to take such action or to take such
action on behalf of such Affiliate; or (ii) take such other measures
so as to ensure that the other Party can avail of the similar
economic benefit(s) contemplated in this Article 13.





     13.3 Transfer of Shares




	 	(a)	 	Principle






	 	 	 	Subject to the provisions of Article 13.2 any Party or Affiliate desiring to sell, assign,
transfer or otherwise dispose of Shares or Holding Shares, as the case may be, to any Person
other than to AMTEK Member or ARI Member, or their respective Affiliates as the case may be,
may do so in respect of all or part of such Shares or Holding Shares only in the manner set
forth in this Article 13.3.
	 
	 	 	 	All transfers of Shares shall, in addition to compliance with the provisions of this Article
13, also include compliance with the provisions of Article 16, as applicable.
	 
	 	 	 	Any transaction concerning the Shares by either Party in contravention of this JVA shall be
deemed null and void. The Board of Directors shall not recognize and the JVC shall not
register such transfer.






	 	(b)	 	Rights of First Refusal and Tag Along 






	 	 	 	Subject to the provisions of Article 13.2 and this Article 13.3, the Parties and their
Affiliates may sell all or any portion of their Third Party Sale Shares to any Person, being
a bona fide third party purchaser for value and who is not a Competitor of the other Party
and/or the JVC (such third party purchaser, the “Intending Purchaser”). If a Party or one
of its Affiliates decides to sell all or any portion of their Third Party Sale Shares to an
Intending Purchaser, then such Party (regardless of whether such Third Party Sale Shares are
proposed to be sold by such Party or by one of its Affiliates) (“Selling Shareholder”)





			
	 	 	 
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	 	 	 	shall by written notice (“Offer Notice”) first offer to the other Party (“Remaining Party”),
at the sole discretion of the Remaining Party: (x) the right of the Remaining Party or its
Affiliates, to purchase all of the applicable JV Sale Shares from the Selling Shareholder at
the Intending Purchaser Price; or (y) a tag along right to sell the Remaining Party Shares
(defined below) to the Intending Purchaser at the Intending Purchaser Price; as further set
forth in this Article 13.3(b). The Offer Notice shall contain all terms of the proposed
sales of the Third Party Sale Shares and the JV Sale Shares, including the name of the
Intending Purchaser, who shall be a bona fide purchaser for value, the Intending Purchaser
Price, and the terms of payment for the Third Party Sale Shares and the JV Sale Shares. On
receipt of the Offer Notice, the Remaining Party, shall at its sole option, be entitled to
exercise either of the following options:






	 	(i)	 	Purchase the Sale Shares from the Selling Shareholder: Upon receipt of
the Offer Notice, the Remaining Party shall be entitled to (but not obliged to) send a
written notice to the Selling Shareholder (the “Acceptance Notice”) accepting the offer
of the JV Sale Shares by the Selling Shareholder, and notifying the Selling Shareholder
that the Remaining Party, or an Affiliate of such Remaining Party identified in the
Acceptance Notice (“Identified Affiliate”), shall purchase from the Selling Shareholder
all of the JV Sale Shares at the Intending Purchaser Price, to the extent permitted
under applicable law or regulation then in force, within thirty (30) days from the date
of receipt of the Offer Notice (“Acceptance Period”). So long as the Remaining Party
provides such Acceptance Notice within the Acceptance Period on the identical terms
specified in the Offer Notice, the Selling Shareholder shall not sell the Shares or
Holding Shares, as the case may be, that comprised the Third Party Sale Shares, to any
Person (other than a sale of the JV Sale Shares to the Remaining Party or the
Identified Affiliate). If the Acceptance Notice is not sent by the Remaining Party
before the expiry of the Acceptance Period, the offer by the Selling Shareholder to
sell the JV Sale Shares will be deemed to have been rejected by the Remaining Party,
and the Third Party Sale Shares shall thereafter be free to be disposed of, within a
period of 30 (thirty) days (“Free Sale Period”) after the expiration of the Acceptance
Period to the Intending Purchaser, provided, however, that the Third Party Sale Shares
shall not be sold to the Intending Purchaser:






	 	(1)	 	at a price lower than the Intending Purchaser Price, or
	 
	 	(2)	 	on terms or conditions materially more favourable to the
Intending Purchaser than those set out in the Offer Notice.






	 	(ii)	 	Tag Along with the sale by the Selling Shareholder. Upon receipt of the
Offer Notice, the Remaining Party shall be entitled to (but not obliged to)
participate, on a pro rata basis in the proposed sale of Third Party Sale Shares, by
selling, based upon the total number of JV Sale Shares that the Third Party Sale Shares
comprises of, such prorated Shares held by the Remaining Party (the “Remaining Party
Shares”), to the Intending Purchaser on the same terms and conditions





	 	 	 
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	 	 	 	mentioned in the Offer Notice. The Remaining Party shall be entitled to exercise
its right to tag along by way of an Acceptance Notice within the Acceptance Period,
which Acceptance Notice shall indicate the pro rated number of Remaining Party
Shares which the Remaining Party desires to sell to the Intending Purchaser at the
Intending Purchaser Price. If the Remaining Party sends such Acceptance Notice to
the Selling Shareholder within the Acceptance Period, then, if the Selling
Shareholder sells the Third Party Shares to the Intending Purchaser, the Selling
Shareholder shall ensure that the Intending Purchaser purchases the Remaining Party
Shares mentioned in the Acceptance Notice along with the Third Party Sale Shares on
the terms mentioned in the Offer Notice. The Parties agree that in the event the
Remaining Party is unable to sell the Remaining Party Shares to the Intending
Purchaser, solely due to the fact that the sale price of the Remaining Party Shares
(i.e., the Intending Purchaser Price) is not a permissible sale price under any
applicable law or regulation in force, the Remaining Party shall have the right (but
not the obligation) to cause one of its Affiliates to sell to the Intending
Purchaser such amount of Holding Shares that is of equivalent value and beneficial
ownership interest to the Remaining Party Shares, by exercising such right in the
Acceptance Notice, which Acceptance Notice shall provide all relevant details
relating to such Holding Shares, and the Selling Shareholder shall ensure that the
Intending Purchaser purchases such Holding Shares on such terms. If the Acceptance
Notice is not sent by the Remaining Party before the expiry of the Acceptance
Period, this offer will be deemed to have been rejected by the Remaining Party, and
the Selling Shareholder shall thereafter be free to dispose of the Third Party Sale
Shares within the Free Sale Period to the Intending Purchaser, provided, however,
that the Selling Shareholder shall not sell the Third Party Sale Shares to the
Intending Purchaser:






	 	(1)	 	at a price higher than the Intending Purchaser Price, or






	 	(2)	 	on terms or conditions more materially favourable to the
Intending Purchaser, than those set out in the Offer Notice.






	 	(c)	 	For the purpose of clarity, the Parties agree that (i) the Remaining Party or, if
applicable, the respective Affiliate provided for above, shall be required to provide
customary representations and warranties for such sale in the same manner as such customary
representations and warranties are provided by the Selling Shareholder to the Intending
Purchaser, (ii) the Intending Purchaser Price includes any payment towards non-compete fee or
other consideration payable to the Selling Shareholder; and (iii) the Remaining Party or, if
applicable, the respective Affiliate provided for above, shall be entitled to receive the
cash equivalent of any non-cash component of the consideration received by the Selling
Shareholder.






	 	(d)	 	If the Acceptance Notice is given by the Remaining Party within the Acceptance Period, the
transaction of purchase and sale of (i) the JV Sale Shares to the Remaining Party or (ii) the
Remaining Party Shares, or Holding Shares, as the case may be, to the Intending





	 	 	 
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	 	 	 	Purchaser (as the case may be) shall be completed within thirty (30) Business Days from the
date of the Acceptance Notice, provided that in the case any regulatory approval is required
to be obtained by the Parties, such thirty (30) Business Day period shall be calculated from
the date of the receipt of the applicable regulatory approvals by the concerned Party. The
Parties shall use reasonable efforts to ensure that all regulatory approvals are obtained as
soon as possible from the date of application.
	 
	 	(e)	 	If the Third Party Sale Shares are not sold within the Free Sale Period in accordance with
Article 13.3(b)(i), or Article 13.3(b)(ii) above, the rights of the Remaining Party pursuant
to this Article 13.3 shall again take effect with respect to any future transfer of Third
Party Sale Shares held by the Selling Shareholder.
	 
	 	(f)	 	Upon the sale of any Shares under this Article, the Intending Purchaser shall confirm
acceptance of this JVA and the Articles of Association by executing the Deed of Adherence.
This condition shall be applicable to all subsequent transfers.
	 
	 	(g)	 	In the event of any proposed transfer of Third Party Sale Shares by the Selling
Shareholder, the Intending Purchaser shall have the right to conduct legal, financial,
technical, environmental or tax due diligence of the JVC and its Subsidiaries and to interact
with the Directors, GM, Executive Officers and employees of the JVC for the purpose of
evaluating the proposed transaction. The Parties and the JVC hereby consent to such right
and shall provide all reasonably necessary assistance in this regard. The Selling
Shareholder shall also be entitled to divulge confidential information in respect of the JVC
and its Subsidiaries to such Intending Purchaser for the purpose of enabling such Intending
Purchaser to evaluate the transaction and the same shall not be deemed to be a breach of the
confidentiality obligations of the Selling Shareholders hereunder, provided the Intending
Purchaser has executed a confidentiality agreement with the JVC acceptable to each of the
Parties.
	 
	 	(h)	 	Notwithstanding anything to the contrary contained in this JVA, all the rights of the
Selling Shareholder under this JVA are fully assignable in connection with a permitted
transfer of Shares of the JVC by the Selling Shareholder; provided that any such assignee
shall receive such assigned rights, subject to all the terms and conditions of this JVA. In
case of partial transfer of Shares by a Selling Shareholder, all the rights of the Selling
Shareholder under this JVA shall be exercised by such Selling Shareholder and the transferee
jointly and not severally.





Article 14 Non-Competition





	 	14.1	 	Non-Competition






	 	(a)	 	During the term of this JVA and for a period of twelve (12) months thereafter,
AMTEK shall not, nor shall any of its Affiliates, nor shall the JVC, nor any of its
Affiliates, directly or indirectly through one or more intermediaries, supply Products to
customers outside of the Target Market (other than Component Products to ARI or any of
its Affiliates as provided in Article 2.2), or otherwise compete with the business of ARI
Member or ARI or their Affiliates, without the




 




	 	 	 
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	 	 	 	specific prior written consent of ARI Member, which may be granted by ARI Member in
its sole discretion, on a case-by-case basis.
	 
	 	(b)	 	The Parties (for themselves and on behalf of their Affiliates) agree not to
compete, directly or indirectly through one or more intermediaries, with the business of
the JVC in the Target Market for the Products during the term of this JVA and for a
period of twelve (12) months thereafter, without obtaining the prior written consent from
both the JVC and the other Party.






	 	14.2	 	Legal Requirements




If the applicable laws regarding competition of a country in the Target Market prohibit any
understanding or agreement restricting competition, Article 14.1, Article 2.2, Article 3.3, or any
other similar provision, will be deemed to be amended to the extent necessary to validly comply
with the applicable laws regarding competition in such country or, if not feasible, will not apply
in respect of supplies of Products to customers in that country.





	 	14.3	 	Ceasing to be a Shareholder






	 	(a)	 	AMTEK Member (for itself and on behalf of its Affiliates) and the JVC hereby
irrevocably and unconditionally declare and confirm that, following the completion of the
twelve (12) month period following the term of this JVA, they have no objection
whatsoever to the ARI Member or any of its subsidiaries, holding companies, Affiliates,
group entities or nominees making investments in, or entering into partnerships, joint
ventures, collaborations or alliances of any nature whatsoever with, companies or other
entities in the same field of economic activity as that of the JVC and/or its
Subsidiaries and further confirm that ARI Member or any other such Person would not be
required to seek any further permission from the JVC, its Subsidiaries or AMTEK Member
(for itself and on behalf of its Affiliates) in this regard. AMTEK Member (for itself
and on behalf of its Affiliates) and the JVC shall from time to time, certify (including
by way of a board resolution of the JVC if required) that they do not object to such
investment, agreement or arrangement with such Persons as may be required by the ARI
Member immediately upon being requested to do so by the ARI Member.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this JVA, (i) where a Party
(and/or its Affiliates) ceases to be a Shareholder as a result of a purchase and sale
transaction pursuant to Article 15.4 (arising from an unresolved Deadlock Event), the
restrictions contained in Article 14.1 shall only apply to such Party (and/or its
Affiliates) while it is a Shareholder and not for any additional period thereafter; and
(ii) where this JVA has been validly terminated in accordance with Article 23 (arising
from an Event of Default), the restrictions contained in Article 14.1 shall apply to the
Non-Defaulting Party (and/or its Affiliates) while it is a Shareholder and not for any
additional period thereafter. (For the purpose of clarity, the Parties agree that the
restrictions contained in Article 14.1 shall apply to the Defaulting Party (and its
Affiliates) in accordance with the terms of this JVA).










 




	 	 	 
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	 	14.4	 	General




The Parties agree that the provisions of this Article 14 are necessary to ensure the economic
benefit of the JVC and, if the Parties would not comply with these provisions, it would be
economically disadvantageous to the JVC.



The Parties acknowledge and agree that the above restrictions are considered reasonable for the
legitimate protection of the business and goodwill of the Parties and the JVC, but in the event
that such restriction shall be found to be void, but would be valid if some part thereof was
deleted or the scope, period or area of application were reduced, the above restriction shall apply
with the deletion of such words or such reduction of scope, period or area of application as may be
required to make the restrictions contained in this Article 14 valid and effective. The Parties
acknowledge and agree that any breach of the provisions of this Article 14 may not be capable of
being compensated in monetary damages and that the other Party and the JVC would be entitled to
pursue any and all legal remedies available to them, including specific performance, equitable or
injunctive relief, to ensure protection of their interests. Notwithstanding the limitation of this
provision by any law for the time being in force, the Parties undertake to at all times observe and
be bound by this Article 14. Provided however, that on the revocation, removal or diminution of
the law or provisions, as the case may be, by virtue of which the restrictions contained in this
Article were limited as provided hereinabove, the original restrictions would stand renewed and be
effective to their original extent, as if they had not been limited by the law or provisions
revoked.




Article 15 Deadlock





	 	15.1	 	Impasse Resolution




The Parties shall strive to avoid situations of deadlock or impasse in decisions to be made by the
Board of Directors or the Shareholders. However, in the case of any such deadlock or impasse, the
authorized or designated representatives of each of ARI Member and AMTEK Member shall meet, confer
and attempt to satisfactorily resolve the deadlock or impasse in accordance with Article 15.3.





	 	15.2	 	Occurrence of Deadlock or Impasse




A deadlock or impasse (a “Deadlock Event”) is deemed to occur where:





	 	(a)	 	a quorum for four successive Board of Directors or Shareholders’ meetings
(excluding adjournments thereof) cannot be established (so that the particular meeting
cannot be duly convened or constituted) due to the failure to attend by the respective
nominees, proxies or other authorized representatives (as the case may be) of the
Parties; or
	 
	 	(b)	 	any matter for resolution by the Board of Directors under Article 8.1 has been
considered by a meeting of the Board that was duly convened and such matter was not
resolved at such Board meeting due to a disagreement between the nominees of the
respective Parties appointed to the Board, resulting in a failure to receive the




 




	 	 	 
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	 	 	 	requisite number of votes for the approval (or rejection) of such matter; provided
that the particular matter, either alone or in combination with others, has or could
reasonably be expected to have a material adverse affect on the JVC or its business or
prospects; and provided further that the Deadlock Event, if submitted by either Party
for decision at a Shareholders’ meeting in accordance with Article 11.1(o), was not
resolved at such meeting; or
	 
	 	(c)	 	any matter for resolution by the Shareholders under Article 11.1 has been
considered by a Shareholders’ meeting that was duly convened and such matter was not
resolved at such Shareholders meeting due to a disagreement between the Shareholders,
resulting in a failure to receive the requisite number of votes for the approval (or
rejection) of such matter; provided that the particular matter, either alone or in
combination with others, has or could reasonably be expected to have a material adverse
affect on the JVC or its business or prospects; or
	 
	 	(d)	 	the Board of Directors and/or the Shareholders fail to approve the Business Plan(s)
and Annual Budget(s) of the JVC.




Upon a Deadlock Event, either Party may, within thirty (30) days of such Deadlock Event, give
notice in writing (a “Deadlock Notice”) to the other Party that in its opinion a Deadlock Event has
occurred. If no Deadlock Notice is served by either Party within thirty (30) days of such Deadlock
Event, then the both Parties shall be deemed to have waived their respective rights to serve a
Deadlock Notice in respect of the specific Deadlock Event.





	 	15.3	 	Negotiation between the Parties following a Deadlock Event




For a period of thirty (30) days following such Deadlock Notice, the Parties, shall enter into
negotiations to settle the Deadlock Event. Each Party shall promptly refer the Deadlock Event to
its authorized representative(s) (the “Authorized Persons”) who shall attempt to reach an
acceptable resolution. Such thirty (30) day negotiation period may be extended or abridged on the
mutual written agreement of the Parties (the “Negotiation Period”).



The Board, the Shareholders, the JVC and/or each Party (as the case may be) shall promptly procure
and supply to the Authorized Persons such information and documents relating to the Deadlock Event
as the Authorized Persons may reasonably request.



If, at or prior to the end of the Negotiation Period, an acceptable resolution to the Deadlock
Event has been reached, such decision shall be promptly communicated either by the Parties or by
the Authorized Persons to the Board and/or the Shareholders (as the case may be), and the Board
and/or the Shareholders shall act upon such decision to the extent that the outcome of such
decision is in accordance with their respective duties and obligations to the JVC.



In the event the Parties have a disagreement on whether a Deadlock Event has occurred, the same
shall be resolved by arbitration in accordance with Article 24 and all time frames specified herein
shall be accounted from the date of resolution of the issue through arbitration.








 
	 	 	 
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	 	15.4	 	Sale and Purchase Deadlock Notice 




In the event that no acceptable resolution to the Deadlock Event has been reached by the end of the
Negotiation Period, then during the next thirty (30) days, either Party (the “Initiating Party”)
may by written notice (the “Independent Appraiser Deadlock Notice”) to the other Party (the
“Non-Initiating Party”) suggest an Independent Appraiser to determine the Deadlock Sale Price (as
defined below) and require the Non-Initiating Party to agree on an Independent Appraiser in
accordance with this JVA.



The Initiating Party shall, within 15 (fifteen) days of the Independent Appraiser determining the
Deadlock Sale Price (in accordance Article 15.5) and intimating the same to both Parties, offer, by
way of a written notice, to purchase from the Non-Initiating Party all (but not some) of the
Non-Initiating Party’s Shares at the Deadlock Sale Price and setting out the other material terms
and conditions of the proposed purchase and sale, which shall incorporate and be consistent with
the provisions of Article 16 (such notice the “Sale and Purchase Deadlock Notice”).



On receipt of the Sale and Purchase Deadlock Notice, the Non-Initiating Party shall be obligated,
within thirty (30) days of the receipt of the Sale and Purchase Deadlock Notice (the “Sale and
Purchase Deadlock Period”), to give written notice (the “Deadlock Response”) to the Initiating
Party that the Non-Initiating Party elects to either: (i) sell to the Initiating Party all (but not
less than all) of its Shares at the Deadlock Sale Price and upon the terms and conditions set forth
in the Sale and Purchase Deadlock Notice; or (ii) purchase all (but not less than all) of the
Shares then owned by the Initiating Party at the Deadlock Sale Price and upon the terms and
conditions set forth in the Sale and Purchase Deadlock Notice.



In the event that the Non-Initiating Party chooses not to deliver the Deadlock Response within the
Sale and Purchase Deadlock Period, the Non-Initiating Party will be considered to have elected to
sell to the Initiating Party all (but not less than all) of its Shares at the Deadlock Sale Price
and upon the terms and conditions set forth in the Sale and Purchase Deadlock Notice.



The purchase and sale of the Shares under this Article 15.4 shall, unless otherwise mutually agreed
in writing by the Parties, take place within forty-five (45) days of the earlier of (i) the
Initiating Party receiving the Deadlock Response; or (ii) the expiration of the Sale and Purchase
Deadlock Period; at the Deadlock Sale Price and on the terms and conditions contained in the Sale
and Purchase Deadlock Notice.



If no Independent Appraiser Deadlock Notice is served by either Party within the required thirty
(30) day period, then both Parties shall be deemed to have waived their respective rights to serve
an Independent Appraiser Notice and a Sale and Purchase Deadlock Notice in respect of that
specific Deadlock Event.










	 	 	 
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	 	15.5	 	Deadlock Sale Price




For purposes of Article 15.4, the sale/purchase price for the Shares (the “Deadlock Sale Price”)
shall be determined by the Independent Appraiser.



The Deadlock Sale Price of the Shares to be purchased and sold pursuant to Article 15.4 shall be
determined by the Independent Appraiser, within thirty (30) days of appointment, be communicated in
writing (including the data, methodology and analysis used in the valuation) to both Parties and
shall, subject to the provisions of this Article 15.5, be final and binding on the Parties. All
costs related to the determination of the Deadlock Sale Price (including expenses relating to the
application or reconciliation to Indian GAAP, where required) shall be paid by the Party issuing
the Independent Appraiser Deadlock Notice under Article 15.4, provided that each Party shall be
responsible for its own costs and expenses relating to the purchase and sale of the Shares pursuant
to Article 15.4. Any registration, transfer or stamp fees shall be borne entirely by the
purchaser.



Notwithstanding anything contained in this Article 15, if the Deadlock Sale Price is not a
permissible sale price under applicable law, the sale/purchase of the applicable Shares will, upon
the mutual agreement of the Parties, be effected at the Fair Market Value thereof. If the Parties
cannot so agree to effect the sale/purchase of the applicable Shares at their Fair Market Value,
within a period of thirty (30) days, then, at the option of either Party, the JVC will be dissolved
and liquidated in accordance with Article 23.4.





	 	15.6	 	Operation of the JVC during a Deadlock Event




In the event of a Deadlock Event, the Parties agree that the JVC will continue to operate its
business in a normal way, except for those issues which are subject to the Deadlock Event.




Article 16 Completion of Transfer of Shares



Any transfer of Shares according to the provisions of this JVA shall be subject to the conditions
set forth in this Article 16, and failing compliance with such conditions as are applicable to the
particular transfer, the transfer shall be invalid and the JVC shall not recognize the transferee
as the owner of the Shares nor reflect either the transferee or the particular transfer in the
respective Register of Members or Share Transfer Register maintained by the JVC.





	 	16.1	 	Regulatory Compliance




     The sale or purchase of Shares according to the provisions of this JVA shall take place in
accordance with applicable Indian laws (and other regulatory requirements), if any. The Parties
shall co-operate with each other and shall cause the JVC to act with diligence and to reasonably
cooperate in obtaining any required regulatory/Government approvals, if any, for the sale or
purchase of the Shares, including the approvals for the sale/purchase price for the Shares (if
required).










	 	 	 
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	 	16.2	 	Payment of Purchase Price




Unless otherwise agreed in writing by the respective parties to the purchase and sale transaction
for the Shares, the purchase price shall be payable in cash on closing, against delivery by the
selling party of good and marketable title to the Shares, free and clear of all Encumbrances.





	 	16.3	 	Loans, Borrowings and Guarantees




On any transfer of Shares under this JVA, the purchasing party (except in the case where such
purchasing party is an Affiliate of the selling Party) shall also take or cause any Person to take
the necessary steps in order for the selling party to be repaid the prorated outstanding principal
amount (and accrued interest, if any) of its shareholder loans to the JVC and released from any
guarantees, repayment assurances or other security of any kind given for the benefit of the JVC.





	 	16.4	 	Directors’ Resignations




Simultaneously with the completion of a Share transfer, the Party transferring its Shares shall
cause its nominee Director or Directors, as applicable, to resign from all offices and positions
held by such individuals within the JVC, and to irrevocably release the JVC from all claims and
rights of action relating to such offices or positions.





	 	16.5	 	Third Party Adherence to this JVA




Notwithstanding anything contained in this JVA to the contrary, neither Party shall sell, transfer,
assign or otherwise in any manner dispose of its Shares to an Affiliate or to a third party unless
such Affiliate or third party agrees to be bound by all of the terms and conditions of this JVA and
to assume all the obligations of the Selling Shareholder. Such Affiliate or third party shall be
required to execute a deed of adherence in the form set out in Annex IV evidencing such agreement
and assumption.




Article 17 Proprietary Items, Use of Trademarks and Trade Names



Each Party shall have the indisputable and legitimate ownership and/or legitimate use of its own
intellectual property rights and know-how, including patents, utility models, industrial designs,
copyrights, trade secrets, trademarks, other third party intellectual property rights or the rights
of confidentiality from any third party (collectively, “IPRs”). For the purpose of clarity, the
Parties agree that no rights to the IPRs of either Party shall be deemed to be granted to the JVC
unless expressly specified in this JVA or any in any other document executed by the Parties.



The JVC will not, either directly or indirectly, challenge or otherwise jeopardize the validity of
the IPRs of either Party.




Article 18 Co-operation



The Parties agree and undertake to exercise their rights under this JVA in a manner consistent with
this JVA and to give effect to the terms and conditions of this JVA. In doing so, the Parties
agree:



 
	 	 	 
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	 	(a)	 	to cause their respective nominee Director(s) to exercise their respective voting
rights and to otherwise comply with, and give full effect to, the terms and conditions of
this JVA;
	 
	 	(b)	 	to perform and observe all of their obligations under this JVA; and
	 
	 	(c)	 	generally, to use their reasonable endeavors to promote and develop the business of
the JVC in accordance with the terms and conditions of this JVA.





Article 19 Audit by the Shareholders



Each Party, as a Shareholder, shall have the right, at its own cost and expense, to visit or send
its representatives, including but not limited to employees, agents, attorneys and accountants
(including internal auditors/accountants and/or independent auditors/accountants), to the premises
and facilities of the JVC for the purposes of reviewing or auditing the results, finances,
operations, systems (including accounting, manufacturing, quality, information technology and other
applicable systems), disclosure controls and procedures, internal control over financial reporting,
inventory, assets, liabilities, records and books of the JVC at any time reasonably convenient to
the JVC. In carrying out such review or audit, the Party and its representatives shall not
unreasonably interfere with the regular business or operations of the JVC.




Article 20 Representations and Warranties



The
Parties agree that the provisions in this Article 20 are material for this JVA, and that any
breach of such provisions shall be considered a material breach for purposes of Article 23.





	 	20.1	 	General Representations and Warranties




Each Party hereby represents and warrants to the other Party that:





	 	(a)	 	it is a company duly incorporated and validity existing under the laws of the
country of its incorporation, and has the requisite power and authority to own its
assets, conduct its business as presently conducted and to enter into and perform its
obligations under this JVA;
	 
	 	(b)	 	this JVA has been duly authorized and executed by such Party and constitutes a
valid and legally binding obligation of such Party, enforceable in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally or the
application of general principles of equity;
	 
	 	(c)	 	neither the execution or performance of this JVA, nor the compliance with its terms
and conditions, will conflict with or result in a breach of any of the material terms,
conditions or provisions of, or constitute a material default or require any material
consent under, any indenture, mortgage, agreement or other instrument to which such Party
is a party or by which it is bound, or violate any of the terms or provisions of such
Party’s organizational documents, by-laws or other governing





	 	 	 
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	 	 	 	documents, or any material judgment, decree or order, or any material statute, rule or
regulation applicable to such Party; and
	 
	 	(d)	 	no consent, approval or authorization of, or declaration or filing with, any
governmental authority on the part of such Party is required in connection with the
execution and delivery of this JVA or the transactions contemplated herein, or if the
consent, approval or authorization of, or declaration or filing with, any governmental
authority is required, such consent, approval or authorization has been obtained or such
declaration or filing has been made, or agreed to be made, and the necessary consent,
approval or authorization shall be obtained in due course.






	 	20.2	 	No Corruption




Each Party (for themselves and their Affiliates) represents and warrants to the other Party that
neither they, nor any of their officers, directors, employees, agents or other representatives has
performed, or will perform, or will direct or otherwise cause the JVC to perform any of the
following acts in connection with the transactions contemplated under this JVA, any sale made or to
be made pursuant to this JVA, any compensation paid or to be paid pursuant to this JVA, or any
other transactions involving the business interests of the JVC: pay, offer or promise to pay, or
authorize the payment of, any money, or give or promise to give, or authorize the giving of, any
services or anything else of value, either directly or through a third party, to any official or
employee of any governmental authority or instrumentality, or of a public international
organization, or of any agency or subdivision thereof, or to any political party or official
thereof or to any candidate for political office for the purpose of: (i) influencing any act or
decision of that person in his official capacity, including a decision to fail to perform his
official functions with such governmental agency or instrumentality or such public international
organization or such political party; (ii) inducing such person to use his influence with such
governmental agency or instrumentality or such public international organization or such political
party to affect or influence any act or decision thereof; or (iii) securing any improper advantage.





	 	20.3	 	Representations and Warranties Not Limited




Each representation and warranty in this Article 20 is to be construed independently of the others
and is not limited by reference to any other representation and/or warranty. Notwithstanding
anything to the contrary contained in this JVA, the representations and warranties and undertakings
contained in this JVA or in any schedule or document delivered pursuant to or in connection with
this JVA are continuing in nature and shall survive the closing of the transactions contemplated
herein. None of the representations and warranties or statements contained in this JVA contain any
untrue statement of a material fact or omits to state any material fact necessary in order to make
any of such representations and warranties or statements not misleading and there is no other
relevant information which has not been disclosed to the other Party which shall prejudice any
claim made by such Party under the indemnity contained in this JVA or operate to reduce any amount
recoverable thereunder. It shall not be a defence to any claim against a Party that the other
Party ought to have known or had knowledge of any information relating to the circumstances giving
rise to such claim. The Parties are aware that each of the Parties have entered into this JVA and
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on the basis of the representations and warranties and other statements and covenants contained
herein.




Article 21 Confidentiality





	 	21.1	 	Confidentiality Obligations




Each of the Parties (for themselves and their Affiliates) as well as the JVC (following its
adoption of this JVA), as recipients of Confidential Information (hereinafter in this Article 21
respectively referred to as the “Receiving Party”) from a Party (or any of its Affiliates), or the
JVC, disclosing such Confidential Information (hereinafter in this Article 21 respectively referred
to as the “Disclosing Party”) shall:





	 	(a)	 	keep secret and confidential the Confidential Information and, without the prior
written consent of the Disclosing Party, not disclose to any third party the Confidential
Information;
	 
	 	(b)	 	not use any of the Confidential Information received for any purpose other than the
performance of its obligations under this JVA or any other agreement executed in
furtherance of the performance of this JVA;
	 
	 	(c)	 	take all necessary measures in order to protect the Confidential Information from
disclosure, such measure being at least equal to those taken by the Receiving Party to
protect its own Confidential Information, including entering into any confidentiality
agreements as may be reasonably requested by the Disclosing Party; and
	 
	 	(d)	 	make only a reasonable number of copies of such Confidential Information, provided
that appropriate notices are placed and maintained thereon, and that practices and
procedures are instituted and enforced as necessary in order to protect the
confidentiality thereof.




Each Receiving Party undertakes that it (and its Affiliates) and the employees of such Receiving
Party (and the employees of its Affiliates) shall not at any time copy, divulge, communicate or
make accessible to any third party (except as may be necessary for the Receiving Party to perform
its obligations hereunder or as may be required by law), or use for its own purpose, any
Confidential Information disclosed by a Disclosing Party.





	 	21.2	 	Authorized Disclosure




The Receiving Party shall not be in breach of the provisions of Article 21.1 to the extent
disclosure of any Confidential Information is required by a judicial, legislative or regulatory
agency or any governmental entity of proper jurisdiction pursuant to investigative, regulatory,
enforcement or judicial proceedings conducted by such Person, provided that the Receiving Party
shall give the Disclosing Party prompt written notice of such requirement to disclose such
Confidential Information and shall cooperate with the Disclosing Party in attempting to secure
confidential treatment for such Confidential Information.



 
	 	 	 
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Nothing contained herein shall be deemed to prevent either Party from disclosing the terms of this
Agreement or filing a copy of this Agreement with any regulatory authority as may be required by
applicable law.





	 	21.3	 	Return of Confidential Information




Upon the expiration or termination of this JVA, all Confidential Information and proprietary
matters belonging to the Disclosing Party shall be promptly returned to the Disclosing Party or
otherwise destroyed, including all copies and other tangible forms thereof (other than electronic
copies kept in back-up data systems that would require unreasonable effort or expense to delete and
which are not routinely accessed by the Receiving Party). Until the return of such Confidential
Information or the receipt of a sworn statement of an officer of the Receiving Party that such
Confidential Information has been destroyed (providing the date and means of such destruction), the
Receiving Party shall be liable and responsible to the Disclosing Party for any loss or
unauthorized disclosure or use thereof. Further, the Receiving Party shall not be entitled to use
the Confidential Information after the expiration or termination of this JVA.





	 	21.4	 	No Obligation to Disclose Confidential Information




Nothing herein shall be deemed or interpreted to require either Party (or any of its Affiliates) or
the JVC to disclose any Confidential Information disclosed to it by a Person with which it does
business.





	 	21.5	 	Adoption of JVA by JVC and Existing Confidentiality Letter Agreement




Notwithstanding any provisions to the contrary contained in this JVA, the JVC shall adopt, ratify
and agree to be bound by this JVA by executing a Deed of Adherence in the form annexed as
Annex IV-A within 7 (seven) days of the JVC being incorporated.



The Parties and the JVC (following its adoption of this JVA) confirm that the provisions of the
mutual confidentiality letter agreement dated March 10, 2008 shall apply to this JVA and shall be
deemed incorporated herein by this reference, provided that the provisions of this Article 21 shall
prevail in the event of a conflict or inconsistency.





	 	21.6	 	Duration




The provisions of this Article 21 shall survive the termination or expiry of this JVA for whatever
reason, for a period of three (3) years.




Article 22 Effectiveness of this JVA





	 	22.1	 	Effective Date and Termination




This JVA will be effective on the date it has been duly signed by authorized representatives of
both Parties, or in case of signatures at different dates, on the date of the final signature.



Except as otherwise expressly provided herein, this JVA shall remain in full force and effect for
the duration of the JVC in accordance with its Articles of Association, subject to earlier



	 	 	 
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termination: (i) by the mutual written consent of the Parties; (ii) in accordance with the
provisions of Article 23; (iii) if the shareholding of either Party falls below five percent (5%)
of the Share Capital of the JVC (provided that the provisions hereof stated or intended to apply to
such Party following such sale or transfer, shall continue to apply); or (iv) on the dissolution
and liquidation of the JVC. In the event of the sale or transfer of all Shares by one Party to the
other Party (and/or its Affiliates), such that the transferring Party (and/or its Affiliates) holds
less than five percent (5%) of the Share Capital of the JVC, this JVA shall be automatically
terminated. The provisions hereof expressly stated or intended to apply to the Parties following
termination of this JVA, shall continue to apply.





	 	22.2	 	Conditions Subsequent




Each Party shall use its reasonable efforts to ensure (so far as it lies within its respective
powers or authority) that each of the conditions subsequent set forth below are satisfied as
expeditiously as reasonably possible and in any event within the time frames prescribed for the
same under applicable law:





	 	(a)	 	the JVC shall make necessary filings with the Reserve Bank of India and authorised
dealer of the fact of receipt of money from ARI Member and the issue of the Shares to ARI
Member;
	 
	 	(b)	 	the JVC shall make necessary filings with the Registrar of Companies in respect of
the allotment of Shares to the Parties and appointment of Directors;
	 
	 	(c)	 	the names of the Parties shall be entered into the register of members of the JVC
and the names of the directors shall be entered in the register of directors of the JVC;
	 
	 	(d)	 	the JVC shall convene a Shareholders’ meeting to formally confirm the appointment
of the nominee Directors as contemplated in Article 6.1;
	 
	 	(e)	 	the first Business Plan and the first Annual Budget shall be formally approved and
adopted in the Shareholders’ meeting convened by the JVC;
	 
	 	(f)	 	the JVC shall design, implement and maintain policies and procedures (including
those related to bookkeeping and accounting processes and procedures) to ensure that the
JVC and its employees, representatives, contractors and agents comply in all respects
with the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended
(“FCPA”), including designing, implementing and maintaining such training policies and
procedures as ARI Member and/or AMTEK Member may, require; and
	 
	 	(g)	 	the JVC shall maintain a system of internal accounting controls sufficient to
provide reasonable assurance that: (i) transactions are executed in accordance with
management’s general or specific authorization; (ii) transactions are recorded as
necessary to permit preparation of financial statements in conformity with applicable
generally acceptable accounting principles and to maintain





	 	 	 
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	 	 	 	accountability for assets; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.





Article 23 Termination and Dissolution





	 	23.1	 	Termination for Event of Default




Upon the occurrence of any of the following events (an “Event of Default”) either Party may
terminate this JVA by giving written prior notice to the other Party:





	 	(a)	 	Subject to the provisions of Article 23.1(d), if the other Party fails to perform
or commits a material breach of any obligation, warranty, representation or provision
contained herein and, if capable of cure, fails to rectify or remedy such failure or
breach within forty–five (45) days following delivery to such Party of a written notice
of the alleged failure or breach;
	 
	 	(b)	 	if the other Party becomes insolvent or bankrupt, makes an assignment for the
benefit of creditors, enters into a composition with its creditors generally, or if a
receiver or trustee or other third party official is appointed over such Party, its
property and assets or its Shares;
	 
	 	(c)	 	if the other Party is wound-up, dissolved or liquidated, except as a consequence of
a merger, amalgamation or corporate reorganization to which such a Party is a
participant.
	 
	 	(d)	 	if the other Party commits any breach of the representation and warranty in Article
20.2.




In any Event of Default, where the JVC suffers any resulting expenses, liabilities or losses, the
Party who caused the Event of Default shall indemnify the JVC for the full amount of all such
expenses, liabilities or losses caused by its default.





	 	23.2	 	Rights of Non-Defaulting Party




If this JVA is terminated pursuant to Article 23.1, then notwithstanding any other provision of
this JVA, the Party who has not caused or suffered the Event of Default (the “Non-Defaulting
Party”) shall be entitled, at its option (exercisable in writing), to elect to: (i) purchase the
Shares of the Party who caused the Event of Default (the “Defaulting Party”); (ii) sell its Shares
to the Defaulting Party; or (iii) dissolve and liquidate the JVC.





	 	(a)	 	In the event that the Non-Defaulting Party elects to purchase all of the Shares
held by the Defaulting Party, the Defaulting Party shall, within forty-five (45) days of
receipt of notice of such election, sell such Shares to the Non-Defaulting Party. The
price for the Shares to be purchased by the Non-Defaulting Party shall be the Fair Market
Value of such Shares.





	 	 	 
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	 	(b)	 	In the event the Non-Defaulting Party elects to sell all of its Shares to the
Defaulting Party, the Defaulting Party shall, within forty-five (45) days of receipt of
notice of such election, acquire such Shares from the Non-Defaulting Party. The price
for the Shares to be purchased by the Defaulting Party shall be the Fair Market Value of
such Shares.
	 
	 	(c)	 	In the event that the Non-Defaulting Party elects the dissolution and liquidation
of the JVC, the Parties shall, within forty-five (45) days of receipt of notice of such
election, exercise their voting rights as Shareholders to cause the JVC to be dissolved
and liquidated.




All transfer of Shares under this Article 23.2, if elected by the Non-Defaulting Party, shall be
completed in accordance with the provisions of Article 16.



The price of the Shares to be purchased and sold pursuant to this Article 23.2 shall be determined
within thirty (30) days of the election by the Non-Defaulting Party, be communicated in writing to
both Parties (including the data, methodology and analysis used in the valuation) and shall be
final and binding on the Parties. All costs related to the determination of such price of the
Shares to be purchased and sold pursuant to this Article 23.2(including expenses relating to the
application or reconciliation to Indian GAAP, where required) and all other costs and expenses
relating to the sale or acquisition of the Shares pursuant to this Article 23.2, including any
registration, transfer and stamp fees, shall be borne entirely by the Defaulting Party.



The forty–five (45) day period for the completion of the transaction of purchase and sale shall not
include the time required (if in addition to the original forty–five (45) days) for obtaining the
necessary Government and/or the Reserve Bank of India approvals, if any, required for the purchase
and sale of the Shares. If such required approval(s) is (are) not received from the Government
and/or the Reserve Bank of India, then, at the option of the Non-Defaulting Party, the JVC will be
dissolved and liquidated in accordance with sub-Article (c).





	 	23.3	 	Termination Without Dissolution of the JVC




This JVA shall be terminated between the Parties without dissolution or liquidation of the JVC: (i)
if one of the Parties (and its Affiliates) sells all of its Shares to the other Party (and/or its
Affiliates) in accordance with the provisions of this JVA; or (ii) the shareholding of either Party
falls below five percent (5%) of the Share Capital of the JVC.





	 	23.4	 	Termination with Dissolution of the JVC




In case of the occurrence of any of the following events, either Party shall have the right to
demand the dissolution and liquidation of the JVC (except with respect to Article 23.1(d), upon the
occurrence of which only ARI Member shall have the right to demand the dissolution and liquidation
of the JVC), and the Parties shall, unless otherwise mutually agreed in writing, exercise their
voting rights as Shareholders to cause the JVC to be dissolved and liquidated (and upon completion
of such dissolution and liquidation of the JVC this JVA shall be terminated):





	 	(a)	 	[Reserved]





	 	 	 
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	 	(b)	 	where all or a substantial portion of the property or assets of the JVC are
expropriated or taken over by the Government;
	 
	 	(c)	 	where a material legal restriction is imposed on the JVC or a material political or
environmental change adversely affecting the JVC and its future business prospects has
occurred, which in either case, is beyond the control of either of the Parties;
	 
	 	(d)	 	if the JVC through any of its employees, representatives, contractors, or agents
causes ARI Member to breach, or otherwise be liable under the FCPA, which action (or
inaction) is not attributable to either Party;
	 
	 	(e)	 	if one of the Parties has elected to dissolve and liquidate the JVC in accordance
with Article 15.5; or
	 
	 	(f)	 	if one of the Parties, as a Non-Defaulting Party under Article 23.2, has elected to
dissolve and liquidate the JVC in accordance with Article 23.2(c).






	 	23.5	 	Termination for Modification by Government Authority




Each Party shall be entitled to withdraw from this JVA without any rights, liabilities or
obligations to the other Party, and the JVA shall be terminated, in the event that the contents or
wording of this JVA has been significantly or substantially amended by the Government authorities
during any approval process (if applicable).





	 	23.6	 	Effect of Termination 




Subject to Article 23.5, the termination of this JVA for any cause shall not in any manner: (i)
adversely affect any rights or remedies available to each Party under applicable law; (ii) release
either Party from any liability which at the time of termination has already accrued to the other
Party (or the JVC) or which thereafter may accrue in respect of any act or omission prior to such
termination; (iii) affect the survival of any right, duty or obligation of either Party which is
expressly stated or intended to apply to such Party following such termination; or (iv) impede or
prohibit either Party from referring to arbitration (under Article 24.1) the question of whether or
not this JVA may be terminated pursuant to the provisions of this Article 23.





	 	23.7	 	Effect of termination on Outstanding Business




In the case of the termination of this JVA for any reason whatsoever, the Parties undertake to
negotiate the consequences of such termination on the outstanding business of the JVC.




Article 24 Arbitration, Applicable Law, Language





	 	24.1	 	Arbitration




In the case of any dispute, controversy or claim arising out of or in connection with or relating
to this JVA, or the validity, invalidity, material breach (where such material breach has not been
cured by the Party alleged to be in breach within forty–five (45) days following delivery to such
Party of a written notice thereof in accordance with Article 23.1(a)) or termination hereof, the



 
	 	 	 
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Parties shall, subject to the Non-Defaulting Party’s rights under Article 23 hereof, attempt to
first resolve such dispute, controversy or claim through discussions between senior officers of
both of them (where such senior officers are not members of the Board). If the dispute, controversy
or claim is not resolved through such discussions within forty–five (45) days after one Party has
served a written notice on the other Party requesting the commencement of discussions, then,
subject to the Non-Defaulting Party’s rights under Article 23 hereof, the dispute, controversy or
claim shall be finally settled by confidential and binding arbitration in accordance with the
International Rules of International Arbitration of the International Chambers of Commerce (the
“Rules”) in force on the date when the notice of arbitration is submitted in accordance with the
Rules. For the purpose of such arbitration, the arbitration board (the “Arbitration Board”) shall
consist of three (3) arbitrators, with each Party having the right to appoint one (1) arbitrator
and such two (2) arbitrators appointing the third arbitrator who shall also serve as the chairman
of the Arbitration Board. In the event that either Party fails to exercise its right to appoint an
arbitrator within fifteen (15) days (or such longer period as may be mutually agreed), the
appointment of an arbitrator on behalf of such Party shall be made in accordance with the Rules.
The members of the Arbitration Board shall be independent of the Parties and qualified by
education, experience and/or training to determine the particular matter to be decided.



All arbitration proceedings shall be conducted in the English language and the place of arbitration
shall be London, UK. The Arbitration Board shall decide any such dispute or claim in accordance
with the substantive laws of India. Subject to the Rules, the Arbitration Board shall be free to
determine the procedure and rules of conduct applicable to the arbitration, including the
submission of written statements and other information and documents from the Parties.



The expenses of the arbitration, including the costs of the arbitration, fees, disbursements and
other charges of the Non-Defaulting Party, and the fees of the Arbitration Board, shall be borne by
the Defaulting Party. In the event both Parties are Defaulting Parties then the costs of the
arbitration and the fees of the Arbitration Board shall be borne equally by both Parties, and each
Party shall pay its own fees, disbursements and other charges of its counsel, except as may be
otherwise determined or awarded by the Arbitration Board The Arbitration Board will have the power
to order specific performance of this JVA and to award interest on any sum awarded pursuant to the
arbitration proceedings.



Any award made by the Arbitration Board shall be in writing and shall be final and binding on the
Parties. The judgment upon the award may be entered in any court having jurisdiction or an
application may be made to such court for judicial recognition of the award and/or an order of
enforcement of the award, as the case may be.



Each Party shall co-operate to expedite (to the maximum extent practicable) the conduct of any
arbitral proceedings commenced under this JVA.



The Parties hereby specifically exclude Part 1 of the (Indian) Arbitration and Conciliation Act,
1996 from the purview of these arbitration proceedings.










	 	 	 
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	 	24.2	 	Governing Law




Unless otherwise indicated to the contrary, this JVA shall be governed by and interpreted in
accordance with the substantive laws of India.





	 	24.3	 	Governing Language




The governing language of this JVA and all other documents, agreements, notices and other
communications relating to this JVA is the English language, which language shall be controlling in
all respects. No translation, if any, of this JVA into another language shall be of any force or
effect in the interpretation of this JVA or in any determination of the intentions of the Parties.




Article 25 Force Majeure



Excluding financial obligations, no Party shall be liable for the delay or failure to perform any
obligation under this JVA when the delay or failure is a result of unforeseeable circumstances
beyond its reasonable control, including, but not limited to, fire, flood, strikes (excluding
strikes by its own employees), labour trouble or other industrial disturbances, inevitable
accidents, war (declared or undeclared), acts of God or State, riots, insurrections, embargoes,
blockades, legal restrictions or restrictive governmental or military regulations.



In such event, the Party subject to the force majeure (the “Affected Party”) shall continue to take
all actions within its control to comply with this JVA as fully as possible, the time for
performance of the delayed or failed obligation shall be extended for the period of the continuance
of such cause, and the Affected Party shall: (i) promptly after having knowledge of the
commencement thereof, notify the other Party in writing of the nature of such cause and the
expected delay; (ii) continue to keep the other Party informed as to changing conditions; (iii)
take all reasonable steps to mitigate or eliminate such cause of the delay or failure; and (iv)
remedy the delayed or failed obligation immediately following the time when such reason or cause is
removed. In the event that any of such cause or causes continues for a period of forty–five (45)
days or longer, the Parties shall mutually discuss the matter and decide on the course of action to
be taken, including, if determined to be appropriate, the termination of this JVA.



Nothing contained in this Article 25 shall prevent either Party from referring to arbitration
(under Article 24.1) the question of whether or not an occurrence of force majeure has taken place.




Article 26 Notices





	 	(a)	 	All notices, requests, demands or other communications hereunder shall be in
writing in the English language and shall be given by personal delivery, by prepaid
registered airmail (return receipt requested), through a reputed international courier,
or by telefax, email or other form of electronic communication to the respective Parties
at the addresses set forth as follows:




 
	 	 	 
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in the case of AMTEK Member to:

Amtek Transportation Systems Limited

No. 3 LSC, Pamposh Enclave

Greater Kailash Part — 1

New Delhi – 110048, India

Attention: Chief Executive Officer

Tel: + 91 11 4234 4444

Fax: +91 11 4234 4400



in the case of ARI Member to:



American Railcar Industries, Inc.

100 Clark Street

St. Charles, Missouri 63301

Attention: James J. Unger, Chief Executive Officer

Attention: James Cowan, Chief Operating Officer

Tel: 636 940-6000

Fax: 636 940-6030





	 	(b)	 	All notices shall be effective upon receipt. Any such notice will be deemed to
have been received: (i) in the case of facsimile or personal delivery, on the date of
such delivery; (b) in the case of internationally-recognized overnight courier, on the
second business day after such notice is timely delivered to such courier; and (c) if by
registered or certified mail, on the business day actually received by the intended
recipient. Either Party may, by notice to the other in accordance with the foregoing,
designate a new address for notices.
	 
	 	(c)	 	Any notice or information given by courier or registered post in the manner
provided in this Article which is not returned to the sender as undelivered or is
returned with an endorsement that the same was not claimed, shall be deemed to have been
given on the 7th (seventh) day after the envelope containing it was so posted.
Proof that the envelope containing any such notice or information was properly
addressed, pre-paid, and couriered, and that it has not been returned to the sender,
shall be sufficient evidence that the notice or information has been duly given.
	 
	 	(d)	 	Any notice or information sent by facsimile transmission, e-mail or comparable
means of communication in the manner provided by this Article shall be deemed to have
been duly given on the date of transmission (provided that the same is a Business Day or
the next Business Day), provided that a confirming copy of it is sent by registered air
mail or courier to the relevant Parties at the addresses specified in this Article within
24 (Twenty Four) hours after transmission.




 




 
	 	 	 
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Article 27 Initial Services



The initial services, know-how and expertise to be provided by each of the Parties to the JVC are
set forth in Annex V to this JVA.




Article 28 Miscellaneous





	 	28.1	 	Indemnification






	 	(a)	 	Indemnification as to Actions or Omissions in JVC’s Business. The JVC shall
indemnify, defend and hold harmless and will advance expenses to the Parties and their
Affiliates, and the Directors and employees and agents of the JVC (collectively the
“Indemnitees”) from and against any Claims incurred or suffered by any such Indemnitee with
respect to any third party claim by reason of any act performed or omitted to be performed,
or alleged to have been performed or omitted by such Indemnitees pursuant to this JVA in
connection with the Business of the JVC; provided that, such Indemnitee may not receive
indemnification hereunder with respect to any Claim as to which the Indemnitee is adjudged
by a final nonappealable decision of a court of competent jurisdiction to have acted in or
with fraud, bad faith, gross negligence, willful misconduct or breach of this JVA. In no
event will any Party be required to make any capital contribution to carry out this
indemnification.
	 
	 	(b)	 	Cross-Indemnification. Each Party (the “Breaching Party”) shall defend,
indemnify, and hold harmless the other Parties and their Affiliates, and their respective
Directors, employees and agents (the “Non-Breaching Party”) from and against any Claims
incurred or suffered by the Non Breaching Party, as a result of






	 	(i)	 	a breach of this JVA by the Breaching Party;
	 
	 	(ii)	 	a misrepresentation by the Breaching Party; or
	 
	 	(iii)	 	anything done or omitted to be done through the gross negligence or willful
misconduct of the Breaching Party.






	 	(c)	 	Procedure for Indemnification. The Indemnitees and the Non Breaching Party are
hereinafter collectively referred to as the “Indemnified Parties” The Parties (including
for this purpose their respective Affiliates) shall not be liable for each other’s
incidental, indirect, special or consequential damages (including loss of profits or loss
of revenues) under this JVA, regardless of whether such liability arises in tort, contract,
breach of warranty, indemnification or otherwise. Any compensation or indemnity as
referred to above shall be such as to place the Indemnified Party, in the same position as
it would have been in, had there not been any breach and as if the representation and/or
warranty under which the Indemnified Party is to be indemnified had been correct. The
rights and remedies of an Indemnified Party in respect of any breach, including breach of
any of the representations and/or warranties shall not be affected by any act or happening





 
	 	 	 
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	 	 	 	which otherwise might have affected such rights and remedies, except by a specific
written waiver by the Indemnified Party. The rights of indemnification of the
Indemnified Parties hereunder shall be without prejudice to, independent of, and in
addition to all other rights or remedies available to them in law, equity or
otherwise, including rights of specific performance, recession and restitution or
other injunctive relief, none of which rights or remedies shall be affected or
diminished thereby; provided however, that this indemnity obligation shall not apply
in regard to a breach by the Breaching Party or any of its Affiliates of those
obligations under this Agreement which breach carries a specific remedy under this
Agreement, which remedy shall be the other Party’s exclusive remedy for the breach by
the Breaching Party or its Affiliate of such obligations.




Any indemnity payments made pursuant to Article 28 shall be made free and clear of and without
deduction for or on account of any taxes, charges, fees, costs, expenses or duties except as may be
required by any applicable law. If any taxes or amounts in respect of such charges, fees, costs,
expenses or duties must be deducted, or any other deductions must be made, from any amounts payable
or paid pursuant to Article 28, such additional amounts must be paid by the indemnifying party as
may be necessary to ensure that the Indemnified Parties receive a net amount equal to the full
amount which they would have received had payment not been made subject to such taxes, charges,
fees, costs, expenses or duties. The knowledge of the Indemnified Parties or the conduct of any
investigation (actual, constructive or imputed) by any of such persons shall not in any manner
affect or limit the right to indemnification set forth hereinabove.



Each Indemnified Party pursuant to Article 28.1(a) shall give prompt written notice to the Company
of any potential Claim or event known to it which does or may give rise to indemnification
hereunder, stating the nature and basis of said potential Claim or event and the amounts thereof,
to the extent known. Each Indemnified Party entitled to indemnification pursuant to Article 28.1(b)
shall give a similar notice to the other Party. Notwithstanding the foregoing, failure to give
prompt written notice pursuant to this section shall not cause an Indemnified Party to lose its
rights to indemnification hereunder except to the extent that the JVC or the other Party can
establish that it has been harmed by such delay.



In the event of any Claim, the Indemnified Party shall give the JVC written notice of such Claim,
with a copy of the Claim, process and legal pleadings with respect thereto. After notification, the
JVC may participate in and assume the defense thereof, with counsel selected by it. If the JVC
assumes the defense of the Claim, the Indemnified Party shall nonetheless have the right to employ
its own counsel, and such counsel may participate in such action, but the fees and expenses of such
counsel shall be at the expense of the Indemnified Party.



Any such indemnification will be made promptly following the fixing of the loss, liability or
damage incurred or suffered by final nonappealable decision, settlement, contract or otherwise
(except that any attorneys’ fees and the expenses of defense may be paid as incurred).



As a condition to the receipt of any indemnification payment hereunder, the Indemnified Party shall
provide a complete and absolute release with respect to the subject matter of the indemnification
to the JVC and the other Party.



 
	 	 	 
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	 	(d)	 	Survival. The provisions of this Article 28.1 shall survive dissolution and
liquidation of the JVC and shall survive termination of this JVA for any reason for a
period of ten years.






	 	28.2	 	Modifications 




No modification, amendment or alteration of any of the provisions of this JVA, including its
Annexes, shall be effective unless made in writing, specifically referring to this JVA and duly
signed by each of the Parties.





	 	28.3	 	Binding Agreement; Successors and Assigns




This JVA shall be binding on the Parties and the successors and permitted assigns of each of them.
No Person, other than a proper party to this JVA, shall have any legal or equitable right, remedy
or claim under or in respect of this JVA.



With the exception of transfers of Shares to their respective Affiliates in accordance with Article
13.2, neither Party may assign its rights, duties or obligations hereunder, in whole or in part,
without the prior written consent of the other Party, which shall not be unreasonably withheld or
delayed. Notwithstanding the foregoing, ARI Member shall be allowed to assign its rights, duties
and obligations hereunder to an Affiliate without the consent or approval of AMTEK Member (so long
as such Affiliate remains an Affiliate of ARI Member).





	 	28.4	 	Severability and Invalidity




The provisions hereof shall to the greatest extent possible be interpreted in such a manner as to
comply with any applicable law, but if any provision hereof is, notwithstanding such
interpretation, determined to be invalid, void or unenforceable by any competent authority having
jurisdiction, the remaining provisions of this JVA shall not be affected thereby, but shall remain
in full force and effect and binding upon the Parties. The Parties are, in such event, obligated to
replace the invalid provision with a valid one which corresponds, as closely as legally possible,
to the original intention and purpose of the invalid provision.



Notwithstanding anything to the contrary contained elsewhere in this JVA, in the event that an
arbitral panel appointed under this JVA determines that any provision of this JVA relating to the
time period, geographical or line of business restrictions is unreasonable, the arbitral panel
shall determine what constitutes a reasonable time period, geographical or line of business
restrictions and such time period, geographical or line of business restrictions deemed reasonable
and enforceable by the arbitral panel shall become and thereafter be the maximum time period,
geographical or line of business restrictions.





	 	28.5	 	Remedies




Each Party acknowledges and agrees that the other Parties would be damaged irreparably in the event
any provision of this JVA is not performed in accordance with its specific terms or otherwise is
breached, so that a Party shall be entitled to injunctive relief to prevent breaches of this JVA
and to enforce specifically this JVA and the terms and provisions hereof in addition to



	 	 	 
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any other remedy to which such Party may be entitled, at law or in equity. All remedies of the
Parties under this JVA whether provided herein or conferred by statute, civil law, common law,
custom, trade, or usage are cumulative and not alternative and may be enforced successively or
concurrently.





	 	28.6	 	Waivers




Save as otherwise provided in this JVA, no failure or delay by either Party to insist upon the
strict or punctual performance of any provision of this JVA or to exercise any right or remedy
hereunder shall be regarded as a waiver thereof, nor shall any single or partial exercise of any
right or remedy preclude any additional or further exercise thereof, or the exercise of any other
right or remedy. To be effective, each waiver of any right or remedy hereunder must be in writing
and signed by the Party waiving its right or remedy, and such waiver may be made subject to any
conditions as specific therein.





	 	28.7	 	Entire Agreement




This JVA, including the Annexes, as well as the mutual confidentiality letter agreement referred to
in Article 21.5, represent(s) the entire agreement between the Parties relating to the subject
matter hereof and supersedes all prior commitments, representations, negotiations, understandings
and agreements (written or oral) between the Parties, including the Memorandum of Understanding
dated February 20, 2008.





	 	28.8	 	No Partnership or Agency




This JVA is intended to create a joint venture relationship between the Parties as Shareholders in
the JVC. Nothing herein shall create or constitute a legal form of partnership between the Parties
nor create or constitute any fiduciary duties between them. This JVA does not establish or
constitute (and shall not be construed as establishing or constituting) either Party as a partner,
agent or legal representative of the other for any purpose whatsoever. Neither Party has any right
or authority (express or implied) to assume or create any obligation or liability in the name or on
behalf of the other Party or any of its Affiliates, or to bind them in any manner whatsoever.
Neither Party shall be responsible for any obligations or liabilities incurred or assumed by the
other.





	 	28.9	 	Statutory Approvals




The Parties shall use their commercially reasonable efforts to obtain from all appropriate
governmental and regulatory authorities all consents, licenses, permissions, validations or
authorisation in form and substance satisfactory to the Parties that may be required and necessary
for the execution, delivery, performance and observance of all the provisions of this JVA by the
Parties.





	 	28.10	 	Rights of Parties




Notwithstanding anything to the contrary contained in this JVA , in the event either Party is
unable to exercise any rights available to them under this JVA in full owing to any applicable



 
	 	 	 
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law or regulation in force, then such Party shall be entitled to the exercise of any such right
under this JVA to the limited extent permissible under law. Provided however, that on the
revocation, removal or diminution of the law or provisions, as the case may be, by virtue of which
any right of such Party pursuant to this JVA was limited as provided hereinabove, the original
provisions would stand renewed and be effective to their original extent, as if they had not been
limited by the law or provisions revoked.





	 	28.11	 	Time Periods




Notwithstanding anything to the contrary contained in this JVA , in the case any regulatory
approval is required to be obtained by the Parties, any period specified in this JVA shall be
calculated from the date of the receipt of the applicable regulatory approvals by the concerned
Party.





	 	28.12	 	Further Assurances




Each Party shall from time to time and at all times hereafter make, do, execute, or cause or
procure to be made, done and executed such further acts, deeds, conveyances, consents, documents
and assurances without further consideration, which may be required to effect the transactions
contemplated by this JVA.





	 	28.13	 	Public Announcements




Subject to Article 21.2, each Party undertakes to obtain the other Party’s prior written consent
(and both Parties must review and approve, in advance, any announcement of this JVA or the business
relationship it describes) before publicly using any advertising, written sales promotion, press
releases or other publicity relating to this JVA.




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IN WITNESS WHEREOF, the Parties have caused this JVA to be executed as of the date written below by
their duly authorized representatives.



For and on behalf of ARI Member on the 19th day of June, 2008.




Sign: /s/
James Cowan

Name: James Cowan

Designation: Director



For and on behalf of AMTEK Member on the 19th day of June, 2008.




Sign: /s/ Ashwini K. Syal

Name: Ashwini K. Syal

Designation: Managing Director and Chief Executive Officer






Joint
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