RESTRUCTURING AGREEMENT



     THIS RESTRUCTURING AGREEMENT (this "Agreement") is made and entered into as

                                         ---------

of April 4, 2001 by and among the following parties (the "Parties"):

                                                          -------



     (i)   Aerovox Incorporated, a Delaware corporation ("Aerovox");

                                                          -------



     (ii)  Aerovox de Mexico, a Mexico corporation f/k/a Capacitores Unidos

S.A. de C.V. (both the current and predecessor entities referred to herein as

"ADM");

 ---



     (iii) Enrique Sanchez Aldunate ("Mr. Sanchez"); and

                                      -----------



     (iv)  Hobir Holding B.V. ("Hobir"), Kato Holding B.V. ("Kato"), Bires

                                -----                        ----

Investments B.V. ("Bires"), Kasri Holding B.V. ("Kasri"), Tako Holding B.V.

                   -----                         -----

("Tako"), and Renko Investments B.V. ("Renko"), each a Netherlands corporation

  ----                                 -----

(each, a "Seller").

          ------



     WHEREAS, on April 5, 1999, Aerovox and Robert Elliot acquired all of the

outstanding shares of stock of Capacitores Unidos S.A. de C.V. from the Sellers

(the "Acquisition") pursuant to Stock Purchase Agreements dated as of April 5,

      -----------

1999 between Aerovox and each Seller (collectively, the "Stock Purchase

                                                         --------------

Agreements");

----------



     WHEREAS, in connection with the Acquisition, Aerovox issued to each Seller

a promissory note payable on April 4, 2001 and a promissory note payable on

April 4, 2002 (collectively, the "Notes"), the aggregate principal amount of

                                  -----

such Notes being $1,439,001;



     WHEREAS, the Notes are secured by pledges of shares of ADM pursuant to

Restated Security Pledge Agreements dated as of January 1, 2001 between Aerovox

and each Seller (the "Restated Pledge Agreements");

                      --------------------------



     WHEREAS, in connection with the Acquisition, Aerovox issued to Sellers an

aggregate of 700,000 shares of Aerovox common stock, par value U.S. $0.01 per

share (the "Aerovox Shares");

            --------------



     WHEREAS, pursuant to a Stockholders Agreement dated as of April 5, 1999

among Aerovox, the Sellers and Mr. Sanchez (the "Stockholders Agreement"),

                                                 ----------------------

Aerovox granted to Sellers a Put Option (as defined therein) on the Aerovox

Shares;



     WHEREAS, pursuant to a Rent Agreement dated as of March 3, 2000 among

Aerovox and ADM (the "Equipment Lease"), Aerovox leases certain equipment to ADM

                      ---------------

at ADM's facility in the Mexico City plant;



     WHEREAS, the Parties now wish to restructure their relationships and

current rights and obligations in respect of the Notes and related matters

pursuant to the terms and conditions contained herein;



     NOW THEREFORE, in consideration of the premises and mutual covenants and

agreements set forth herein, and each intending to be legally bound hereby, the

Parties hereby agree as follows:

{PAGE}



                                                                    Exhibit 4.11





1.   Notes.  At Closing, the twelve (12) outstanding Notes shall be canceled and

     -----

delivered to Aerovox and a replacement note shall be issued to each Seller

substantially in the forms attached hereto as Exhibits 1.1-1.6, respectively

(each a "Replacement Note").  All rights and obligations under the Notes shall

         ----------------

terminate upon the issuance of the Replacement Notes.



2.   Restated Pledge Agreements.  At Closing, the Restated Pledge Agreements

     --------------------------

shall be amended and restated and replaced with a single Second Restated Pledge

Agreement substantially in the form attached hereto as Exhibit 2 (the "Second

                                                                       ------

Restated Pledge Agreement").

-------------------------



3.   Delivery of Pledged Shares.  At Closing, Aerovox shall deliver to First

     --------------------------

National Bank, as U.S. escrow agent for each Seller, the certificates

representing the Pledged Securities (as defined in the Second Restated Pledge

Agreement) securing such Seller's right to payment under such Seller's Note,

together with duly executed forms of assignment sufficient to transfer title

thereto to such Seller.  Such escrow agent shall hold the Pledged Shares in

accordance with an escrow agreement mutually agreeable to the parties hereto.

At Closing, Aerovox shall also deliver UCC-1 financing statements and an

irrevocable proxy in accordance with the terms of the Second Restated Pledge

Agreement.



4.   Juarez Operations.  Not later than sixty (60) days following any default by

     -----------------

Aerovox under a Replacement Note (which period may be extended for an additional

sixty (60) days for reasons outside the control of Aerovox), Aereovox will

create a new Mexican subsidiary to become a holding company for ADM's Juarez and

Mexico City operations ("Holding Company").  ADM will become a subsidiary of

                         ---------------

Holding Company and will transfer (the "Transfer") all assets related to the

                                        --------

Mexico City operations to a newly formed subsidiary ("Aerovox Mexico City") of

                                                      -------------------

Holding Company and the Aerovox Mexico City shares will be substituted as

Pledged Shares.  In the event of any foreclosure on the Pledged Shares prior to

the Transfer, Aerovox shall hold harmless ADM and after the Transfer Aerovox

Mexico City in respect of liabilities associated with the Juarez operations of

ADM.



5.   Stockholders Agreement.  Effective as of the Closing, Section 6 of the

     ----------------------

Stockholders Agreement shall automatically be amended to read in its entirety as

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC