SIXTH MODIFICATION OF AGREEMENT NUMBER 8153 (CCS)
entered into six Modic adory of Agreement Number 8153 CS), by and odiven toe Cit day of Pecember , 2008, by and between the CITY OF SANTA MONICA, a municipal corporation ("City"), and CONTINENTAL AUTOMOTIVE SYSTEMS US, INC. ("Consultant") and is made with reference to the following:
RECITALS
On or about May 30, 2003, the City and Consultant entered into Agreement Number 8153 (CCS) for an Advanced Fleet Management System, as subsequently amended by the parties (collectively the "Agreement").
Consultant has notified the City of its acquisition and name change from Siemens VDO Automotive Corporation to Continental Automotive Systems US, Inc. In support of the request, Consultant has submitted correspondence directed to the City, including, but not limited to, letters dated August 29, 2008 and December 5, 2007, attached hereto as Exhibits A and A(1), and has made forth the following representations:
Effective December 3, 2007 ("Transfer Date"), Consultant acquired Siemens VDO Automotive Corporation;
(ii) Consultant agrees to perform all of the obligations and responsibilities under the Agreement including, but not limited to, the insurance requirements, indemnity rights, warranties, maintenance provision, software & hardware services and deliverables set forth in the Agreement.
Consultant represents to the City that the acquisition and name change has not and will not have any adverse impact of on Consultant's ability to perform under the Contract. The Consultant further represents that the acquisition and name change has not changed the obligations of both the Consultant or the City under this Agreement; and Consultant's rights to compensation due or to become due to Consultant shall be subject to the terms of the Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
RECITALS. The terms of the Recitals are incorporate herein by reference as a term of this Sixth Modification.
CONSENT TO CONTRACI. Based upon the representations made by Consultant set forth above, and other representations of Consultant as evidenced by the State of Delaware Certificate of Amendment of Certificate of Incorporation, a copy of which is attached hereto as Exhibit A(2), and the separate letter dated April 16, 2008, attached hereto as Exhibit B 3025134.1
and incorporated herein by reference, the City hereby consents to the Agreement with Continental Automotive Systems US, Inc. Consultant reaffirms all of its obligations to the City under the Agreement.
FORCE AND EFFECT. Except as expressly modified herein, all other terms and conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Sixth Modification to be executed the day and year first above written.
CITY OF SANTA MONICA, a municipal
corporation
Taunt a
By:
P. LAMONT EWELL
City Manager
APPROVAL AS TO FORM:
Mishitnes Mantice
MARSHA JONES MOUTRIE
City Attorney
ATTEST:
i flewast
MARIA STEWART
City Clerk
CONTINENTAL AUTOMOTIVE SYSTEMS US,
INC.
Title: RGM OVAM MARTA
By: Argu
Title: Secretag
30251341
COntinental
Legal Department
August 29, 2008
Mr. Jory Wolf
Chief Information Officer
City of Santa Monica
Information Systems
1685 Main Street, Room 100
Santa Monica, CA 90401
RE: Continental Automotive Systems US, Inc. Name Change:
Déar Mr. Wolf:
We are responding to your conversation with David Brandauer, General Manager Public Transit Solutions, in which you requested additional information regarding the name change from Siemens VDO Automotive: Corporation to Continental Automotive Systems.
As we previously infarmed you in a letter from Mr. Brandauer, dated. December 5, 2007 (attachment 1), Continental AG completed its acquisition of Siemens VDO Automotive AG on December 3, 2007. The acquisition was completed as a stock purchase. At the time, of the acquisition, Siemens VDO Automotive Corporation, now known as Continental Automotive Systems US, Inc., was an indirect wholly owned subsidiary of Siemens VDO Automotive AG: In connection with the transaction, Siemens VDO Automotive Corporation changed its name to Continental Automotive Systems US; Inc.
For your convenience; we have attached, as attachment 2, a copy of the name change documentation filed with the Delaware Secretary of State. As further description of the transaction, attached please find (i) a letter from the Continental AG Chairman, Manfred Wennemer, found in the 2007 Continental AG Annual Report (attachment 3); and (i) a December 3; 2007 Press Release (attachment 4),
Siemens VDO Automotive Corporation, the contracting partner to the City of Santa Monica, continues to exist operating under its new name, Continental Automotive Systems US, Inc. The name change does not have any impact on the performance provided under the contract.
hope you find this responsive to your inquiry: If you any additional questions, feel free:
to contact me at (847) 862-1254, or Mr. Brandauer at (319) 743-4577.
Sincerely,
Robert of Patters
Robert J. Patton:
General Counsel Commercial Affairs
Attachments
21440 Lake Cook Road: Tel: (827) 862 1254
Deer Park, IL 60010 Fax: (847) 86248106
:www.continental-corporation.com
Attachment 1
SIEMENS VDO
December 5, 2007
Jory Wolf
City of Santa Monica
1685 Main Street, Room 110
Santa Monica, CA 90401
Re: Agreement 8153 ("Contract")
Notice of Change of Name
Dear Mr. Wolf:
This letter serves as notice to the City that on December 3, 2007, Continental AG acquired Siemens VDO Automotive AG and all Siemens VDO Group companies, which included Siemens VDO Automotive Corporation. In connection with this event, the name of our company has changed from Siemens VDO Automotive Corporation to Continental Automotive Systems US, Inc. This change in ownership and name will have no impact on our current staffing and services being provided under the Contract. We remain very committed to a successful completion of this Contract with the City and anticipate no changes in the day to day procedures relating to completion of the Contract.
Please feel free to contact the undersigned if you have any questions concerning this event.
Sincerely,
David Brandauer
CLH:ab
cc: Colin Probert
Al Dave
Stephanie Negriff
Joe Stitcher
Siemens VDO
A Company of the Continental Corporation
5265 Rockwell Drive NE -Tel: (319) 743-1000.
Cedar Rapids, IA 52402 Fax: (319) 743-1015
Attachment 2
Delaware
PAGE
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACRED IS A IRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENI OF "SIEMENS VDO AUTOMOTIVE CORPORATION", CHANGING ITS NAME FROM "SIEMENS VDO AUTOMOTIVE CORPORATION" TO "CONTINENTAL AUTOMOTIVE SYSTEMS US, INC.", FILED IN THIS OFFICE ON THE THIRD DAY OF DECEMBER, A. D. 2007, AT 10:31 O•CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO TRE NEW CASTLE COUNTY RECORDER OF DEEDS.
Jarriet Smit Mindson
Harriet Smith Windsor, Secretary of State
2430554 8100 AUTEENTICATION: 6202560
TO CARE ORLAN
071275219 DATE: 12-03-07
You may
DEl Do Zu0r 09:51 A CONINENIAL LAW DEP104 983 8815 10 913021393812 r.V2 State of Delaware
Division oF oF Stations of state
Delivered 10:31 AM 12/03/2007
FILED 10:31 AY 12/03/2007
. SRV 071275219 - 2430554 FILE
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of
Siemens VDO Automotive Corporation
resolutions were duly adopted setting forth a proposed amendrent of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered " FIRST " so that, as amended, said Article shall be and read as follows....
The name of the Corporation is Continental Automotive
Systems US, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessury number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance provisions of Section 242 of the General Corporation Law of the State of Delawarc.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 3rd day of December 20_07.
By: LP/p
Authorized Oficer
Title: Secretary
Name: George R. Jurch
Print or Type
** TOTAI PAGF.AP , *
Attachment 3
For Our Shareholders/Chairman's Letter.
Dear Shareholders,
2007 was a very special year for Continental, In Decem- • Environment:
ber, we completed the largest acquisition in our Com- Our leading position in powertrain systems, such as in pany's 138-year history - the purchase of Siemens VDO hybrid technology, tire technology, as well as engine Automotive AG. Your Continental Is now ranked number and transmission management, allows us to make a five in the world in the automotive supplier industry. We substantial contribution to global CO2 emission reduc- have set another important mllestone on our path. to tion targets. becoming an integrated systems provider after acquiring Teves In 1998, Temic in 2001, Phoenix in 2004, and o Information:
Motorola's automotive electronics business in 2006. As the global leader in the manufacture of telematics Continental and Siemens VDO, two very strong compa- systems with our expertise in information and enter- nias with rich traditions, combine to form a world-ciass tainment systems, as weli as cockpit instrumentation, automotive supplier. We aim to complete the majority we create new opportunities in information manage- process of the integration by the end of 2008. ment.
We ere buiding on a partnership-based integration using In addition to the traditional® divisions of Passenger and the slogan "winning the future - together", which re- Light Truck Tires, Commercial Vehicle Ties, and Conti- quires fiexibility, creativity, and an enormous orientation Tech, we have created three new divisions to address on performance from all involved. We are confident that, these large fielde - the megatrends of the automobile backed by our dedicated employees, this project will industry. They are: Chassis & Safety (focus on safety), lead to success. The positive experience of the first Powertrain (focus on environmentalty-friendly drives), and months after the acquisition has encouraged us in this Interior (focus on Information technologies). The structure view. I would like to warmly thank our employees for of the new divisions and business units follows our prin- their hard work, enthuslasm, and courage to change; ciplas of a decontralized, merket-oriented orgenization focused on end-to-end customer orientation, consistent
The purchase price for Siemens VDO of €11.3 billion, cost management, and innovation. which Includes about E1 billion in tax benefits, is a large but reasonable sum considering the excellent future The two tire divisions and ContiTech are stil part of prospects this opens up. We view the problem-free Continental's core business. Their expertise is a key financing of this transaction In & clearly more difficuit complement to our product portfolio, e.g., in the areas of market environment as confrmation of our rock-solid safety and the environment. They also generate a strong structure. At the same time, we are proud that we have cash fow and make a significant contriotion to our received three noteworthy awards for the best imple- ablity to maintain a certain degree of independence from mentation of financing in the year. the automotive original equipment sector in the future because of the replacement business as well as activities Why are we convinced that this acquisition was the right In other Industries, such as mechanical engineering. step at the right time at the right price? The answer is equipment manufacturing, rall transportation, printing, both simple and complex: Continental and Siemens VDO and mining. Our medium- and long-term objective re- complement each other perfeotly. Together we will pro- mains to generate around 40% of our sales outside the vice new impetus in the areas of safety, environment, automotive original equipment Industry. and information for everything vehicle-related. Here are a few key aspects: Our new divisions are also required to generate a return on sales of at least 10%. Our experience with successful • Safety: integrations In past years show that we can accomplish The combined expertise in driver assistance systems, that. with sensors for monitoring vehicle surroundings,
telematics, innovations in the area of man-machine I would like to stress once again that the goal of the interface, and electronic brake systems, will drive the acquisition of Siemens VDO is to generate profitable integration of passive and active safety systems even growth. The two companies go together very wel - with further. We will set new standards in traffic manage. regards to their products and customer structure as well! mant and accident prevention with our innovative sys- as their regional line-up. Even though Siemens VDO is ters. the perfect complement to the previous Continental to Chairman's Letter/For Our Shareholders
an overwhelming extent, there is some overlap. We will in the Ameras, we achieved a particularly notable suc work together with our employees to seek solutions cess in the passenger and light truck tire business, regarding these vital restructuring measures and imple- where, for the first time in many years, it was possible to ment them as quickly as possibie. steer operations into the black. in the current year we foresee further growth in profits and assume that we wil However, restructuring is only part of reaching our return show continuous improvement. The goal in the coming argets by 2010. In addition, synergies will arise from the years is for America to make a sustained contribution 1o merging of production plants and other measures, There earnings in the Passenger and Light Truck Tires division. is also potential for improvement In purchasing and
administration. The broad area of research and devel- The expansion of our North American facility for truck opment should also not be forgotten. The issue here is tires in Mount Vemon began last summer. When the not to reduce staff. On the contrary: we need each and project is completed at the end of 2008, we will be able every one of our engineers. Our tocus is much more on to better meet the rising demand for our products, and creating standard technology platforms. In this way, we... 90% of our truck tires sold in the United States will come.. have the opportunity to bundle our strengths and thus from U.S. production. In this way we can use some of significantly increase our innovative power. We can take the manufacturing capacity at other plants, previously on more customer projects with our own resources than used to supply the U.S. market, to supply the European we could before, and we also have a much lower need and Aslan markets instead, while significantly reducing to outsource development work. our exchange rate risk.
We sold our electric motors operations to the rose We made a great deal of progress in the year under Group at the end of 2007 because these activities do not review by expanding our market position and business- belong to the Continental's core business, and because especially in Asia:
we feel this unit has better development opportunities
and prospects at Brose. We took the first step in setting up a tire plant in China, signing an investment agreement for this purpose at the Now to our key figures for the past fiscal year: Our pro end of October. Construction will start in mid-2008 in forma consolidated sales - consoidated sales compared Hefei, the capital of Anhul province, which is increasingly with the figures for Continental based on the old struc- establishing itself as a location for the national and inter- ture before the acquisition of Siemens VOO - increased national automoblla industry. Production at the new plant
7.2% to €16.0 billion. Before changes in the scope of will start at the beginning of 2010. consolidation and exchange rate effects, all of the four divisions improved their performance over the previous In 2008, a new manufacturing facility for hydraulic brake year. We increased our consolidated operating result systems is due to begin operations in Changshu City, EBIT) by 14.9% to €1.8 billion and again lifted the EBIT 100 kilometers northwest of Shanghai, to supply our margin to 11.5% of sales, thus achieving the best results customers in China, Japan, and Korea. in our Company's history, in contrast, Continental's
share price Improved by only 1% to €88.99 in 2007. At the beginning of 2008, we laid the cornerstone for our development center in Shanghai. The new Asia Head-
Now, our top priority is the reduction of indebtedness. quarters for the automotive divisions Includes an offica We will therefore propose a dividend of €2.00 per share complex for design and test laboratories as well as a to the Annual Shareholders' Meeting on April 25, 2008. location for larger inspection and testing equipment. In This dividend is on a par with the prevlous year's level. May 2009, approximately 900 employees are due to begin working there.
In 2007 we were again able to incresse our sales vol-
umes. We sold about 107.4 million passenger and light in India, we signed a joint venture agreement with Rico truck tires, an increase of 1% compared to the prior Auto Industries to build a plant for hydraulic brake sys- year. Truck tire sales rose by 3% to 7,2 million units. tems. Production is scheduled to start at the end of With 15.7 million electronic brake systems, we boosted 2008. volume sales by 8%. We sold 4.0 million air springs for trucks, an increase of 22%.
Attachment 4
Ontinentale Press Release
Continental Officially Concludes Purchase of
Siemens VDO Automotive AG
- Integration begins with "Day One" on December 5 - Executive Board chairman Wennemer will welcome new employees in Regensburg
Hanover, December 3, 2007. The Continental Corporation has concluded the purchase of Siemens VDO Automotive AG. Four days after the EU Commission issued its go-ahead without conditions, the company remitted payment for the purchase, in the amount of €11.4 billion, including tax benefits of around €1 billion, to Siemens AG. The integration of Siemens VDO into the Continental Corporation can thus commence immediately. "With conclusion of the transaction, we have, in principle, taken the final step in our comprehen- sive preparation and are delighted that we can now weicome the employees at Siemens VDO as colleagues," said Continental's Executive Board chairman Manfred Wennemer. On December 5, the official "Day One" of the new Continental, he will welcome the employees at an internal event to be held at the former headquarters of Siemens VDO in Regensburg.
With sales of more than €25 billion (based on 2006 figures) and approximately 140,000 employ- ees, Continental ranks among the top five globally in the automotive supplier industry. The acquisition of Siemens VDO Automotive AG represents the logical next step in Continental's evolution as integrated systems supplier. The future product portfolio, with leading market positions worldwide, excellently covers what will clearly be the predominant trends in the upcoming years - safety, protection of the global climate and networked communication. The. new Continental thus stands for intelligent and highly innovative mobility in the future and is now an even stronger partner to the automotive industry.
With annual sales of more than €25 billion (based on 2006 figures), the Continental Corporation is among the top five automotive suppliers worldwide. As a supplier of brake systems, systems and components for the powertrain and chassis, instrumentation, infotainment solutions, vehicle electronics, tires and technical elastomer products, the corporation contributes to enhanced road traffic safety and protection of the global climate. Continental is also e competent partner in networked automobile communication. The corporation currently empioys approximatoly 150,000 people at nearly 200 locations in 36 countries.
Dr. Heimo Prokop Hannes Boekhoff
Vice President Corporate Communications Head of Press
Continental AG Continental AG
Vahrenwalder Str. 9, D-30165 Hanover Vahrenwalder Str. 9, D-30165 Hanover Ph.: +49 511 938-1485, Fax -1055 Ph.: 0511 938-1278, Fax -1055 E-Mail: pronzer @conti.de E-Mail: [email protected]
Corporate Media Database: www.mediacenter.continentel-corporation.com
Ontinental
Interior
Public Transit Solutions
4/16/2008
Jory Wolf
Chief Information Officer
City of Santa Monica
Information Systems
1685 Main Street, Room 100
Santa Monica, CA 90401
RE: Continental Commitment
Dear Mr. Wolf:
As you are aware, Continental AG has acquired Siemens VDO Automotive AG. This acquisition included Siemens VDO Automotive Corporation, which currently is under contract with the City of Santa Monica. As mentioned in an earlier letter, the company has changed its name from Siemens VDO Automotive Corporation to Continental Automotive Systems US, Inc. (Continental).
Continental is very committed to satisfactory completion of this contract with the city including maintaining the performance bonds and meeting the insurance requirements and looks forward to a long standing, successful relationship with the city. To verify our commitment to this project, enclosed please find:
(1) a verification certificate dated April 4, 2008 from the Federal Insurance Company and Chubb & Son Company exhibiting the performance bond is still active, and
(2) a letter from Frank Kraft, our Assistant Treasurer and Corporate Risk Manager, dated April 9, 2008, indicating the bond is valid and active.
Continental has committed to not only meet contractual obligations, but also to place a strong emphasis on public transportation solutions. A commitment has been made to grow this business and support our customers in public transit. With this added emphasis, we intend to further our relationship with the City of Santa Monica. We look forward to instilling confidence in you that Continental is the ITS solution provider for you and your ridership.
If you should have any questions or concerns, please don't hesitate to contact me.
Sincerely,
Dand Bandem
David Brandauer
General Manager PTT
Enclosures
Continental Phone: 319-743-1000
5265 Rockwell Drive NE Fax: 319-743-1015
Cedar Rapids, Iowa 52402 www.continental-corporation.com