EXHIBIT 10.7
[EXECUTION]
AMENDMENT NO. 3 TO
INVESTOR STOCKHOLDERS AGREEMENT
This AMENDMENT NO. 3 TO INVESTOR STOCKHOLDERS AGREEMENT (this
"Amendment"), dated December 27, 2002, is by and among ▇.▇. ▇▇▇▇▇▇ Automotive
Castings, Inc., a Delaware corporation (the "Company"), and those stockholders
whose names appear on the signature page hereto (collectively, the "Investors")
and amends that certain Investor Stockholders Agreement (the "Agreement"), dated
as of April 21, 1999 by and among the Company and certain of the Investors and
amended by that certain Amendment No. 2 to Investor Stockholders Agreement dated
November 30, 2000.
WHEREAS, JLF/AR-I LLC, a Delaware limited liability company
(the "LLC") and the Company have entered into a Class Q Stock Purchase Agreement
dated as of the date hereof (the "Purchase Agreement") pursuant to which the LLC
will acquire shares of the Company's Class Q-1 Common Stock and Class Q-2 Common
Stock.
WHEREAS, in connection with the issuance of the Class Q-1
Common and Class Q-2 Common, the parties hereto desire that the LLC become a
party to the Agreement and wish to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the agreements herein
contained, the parties hereto agree to amend the Agreement as follows:
1. Amendment to Preamble. The preamble of the Agreement is
hereby amended by deleting "Onex American Holdings LLC, a Delaware limited
liability company ("Onex") and substituting "Onex Corporation, an Ontario
corporation (together with its Affiliates, "Onex") therefor.
2. Amendments to Section 1.1: Certain Definitions.
(a) Section 1.1 of the Agreement is hereby amended by deleting
the definition "Common Stock" contained therein in its entirety and by
substituting the following therefor:
"Common Stock" means (i) Class A Common, Class A-1 Common,
Class A-2 Common, Class B Common, Class C Common, Class D-1 Common, Class D-2
Common, Class E Common, Class P Common, Class Q-1 Common Stock and Class Q-2
Common Stock and any other equity securities of the Company purchased, issued
to, issuable to or otherwise acquired by any Stockholder, (ii) any equity
securities issued or issuable, directly or indirectly, with respect to the
securities referred to in clause (i) above by way of stock dividend or stock
split, exchange or conversion, or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular shares constituting Common Stock, such shares will continue to be
Common Stock in the hands of any holder of such Common Stock (other than
purchasers pursuant to a Public Sale).
(b) Section 1.1 is hereby further amended by adding thereto
the following definitions, which shall be inserted in proper alphabetical order:
"Class Q-1 Common" means the Company's Class Q-1 Common Stock,
par value $.01 per share.
"Class Q-2 Common" means the Company's Class Q-2 Non-Voting
Common Stock, par value $.01 per share.
3. Amendment to Section 6.1: Pre-Emptive Rights. Section
6.1(a) of the Agreement is hereby amended by inserting ", (vii) upon conversion
of Class Q-2 Common" immediately after "Class D-2 Common" in the first sentence
thereof and by deleting the penultimate sentence thereof and by substituting the
following therefor:
"In the event the Offered Securities consist of shares of
Class A Common, Class A-1 Common, Class A-2 Common, Class B
Common, Class C Common, Class D-1 Common, Class D-2 Common,
Class E Common, Class P Common, Class Q-1 Common, or Class Q-2
Common then (i) any shares offered to the holders of Class A
Common pursuant to this Section 6.1 shall be shares of Class A
Common, (ii) any shares offered to the holders of Class A-1
Common pursuant to this Section 6.1 shall be shares of Class
A-1 Common, (iii) any shares offered to the holders of Class
A-2 Common pursuant to this Section 6.1 shall be shares of
Class A-2 Common, (iv) any shares offered to the holders of
Class B Common pursuant to this Section 6.1 shall be shares of
Class B Common, (v) any shares offered to the holders of Class
C Common pursuant to this Section 6.1 shall be shares of Class
C Common, (vi) any shares offered to the holders of Class D-1
Common pursuant to this Section 6.1 shall be shares of Class
D-1 Common, (viii) any shares offered to the holders of Class
D-2 Common pursuant to this Section 6.1 shall be shares of
Class D-2 Common, (ix) any shares offered to the holders of
Class E Common pursuant to this Section 6.1 shall be shares of
Class E Common, (x) any shares offered to the holders of Class
P Common pursuant to this Section 6.1 shall be shares of Class
P Common, (y) any shares offered to the holders of Class Q-1
Common pursuant to this Section 6.1 shall be shares of Class
Q-1 Common, and (2) any shares offered to the holders of Class
Q-2 Common pursuant to this Section 6.1 shall be shares of
Class Q-2 Common."
4. Waiver of Pre-Emptive Rights. Solely with respect to the
issuance of the Class Q-1 Common and Class Q-2 Common, the undersigned
Stockholders, representing a majority of the shares of voting Common Stock,
hereby waive the application of the pre-emptive rights provisions set forth in
Section 6.1 of the Agreement, including, without limitation, the required notice
provisions set forth therein.
5. Addition of the LLC to the Agreement. The parties hereto
agree that, by and upon execution of this Amendment, the LLC shall be a party to
the Agreement and shall be considered a "Stockholder" and a holder of "Common
Stock" thereunder, and except as otherwise provided herein, the LLC shall be
entitled to the rights and benefits and subject to the
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duties and obligations of a Stockholder and a holder of Common Stock thereunder,
as fully as if the LLC were an original signatory thereto in such capacities.
6. Applicable Law. All issues and questions concerning the
construction, validity, interpretation and enforceability of this Amendment
shall be governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provisions (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Delaware.
7. Counterparts; Effectiveness. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Amendment shall become effective upon the execution of a
counterpart hereof by each of the parties hereto, and written or telephonic
notification of such execution and authorization of delivery thereof has been
received by each party hereto.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers hereunto duly authorized
as of the day and year first written above.
▇.▇. ▇▇▇▇▇▇ AUTOMOTIVE CASTINGS, INC.
By: ____________________________________
Its: ____________________________________
J2R PARTNERS III
By: ____________________________________
Its: ____________________________________
▇▇▇▇▇▇▇▇ STREET PARTNERS II
By: ____________________________________
Its: ____________________________________
BANCAMERICA CAPITAL INVESTORS II, L.P.
By: BancAmerica Capital Management II, L.P.
Its: General Partner
By: BACM II, GP, LLC
Its: General Partner
By: ____________________________________
Its: Authorized Member
[Signature Page to Amendment No. 3 to Investor Stockholders Agreement]
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By: ____________________________________
Its: ____________________________________
NORWEST EQUITY CAPITAL, L.L.C.
By: Itasca NEC, L.L.C., Managing Member
By: ________________________, Member
TOWER AUTOMOTIVE, INC.
By: ____________________________________
Its: ____________________________________
ONEX CORPORATION,
as successor in interest to Onex American Holdings, LLC
By: ____________________________________
Its: ____________________________________
By: ____________________________________
Its: ____________________________________
[Continuation of Signature Page to Amendment No. 3 to Investor
Stockholders Agreement]
▇▇▇▇▇ CAPITAL PARTNERS III LIMITED PARTNERSHIP
By: ▇▇▇▇▇ Capital Partners Management Company III,
L.L.C.
Its: General Partner
By: ____________________________________
Its: ____________________________________
▇▇▇▇▇ CAPITAL PARTNERS II LIMITED PARTNERSHIP
By: ▇▇▇▇▇ Capital Partners Management Company, L.L.C.
Its: General Partner
By: ____________________________________
Its: ____________________________________
BCP III AFFILIATES FUND LIMITED PARTNERSHIP
By: ▇▇▇▇▇ Capital Partners Management Company III,
L.L.C.
Its: General Partner
By: ____________________________________
Its: ____________________________________
BCP III SPECIAL AFFILIATES LIMITED PARTNERSHIP
By: ▇▇▇▇▇ Capital Partners Management Company III,
L.L.C.
Its: General Partner
By: ____________________________________
Its: ____________________________________
BCP II AFFILIATES FUND LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated
Its: General Partner
By: ____________________________________
Its: ____________________________________
WINDWARD/METROPOLITAN, L.L.C.
By: ____________________________________
Its: ____________________________________
WINDWARD/PARK WACI, L.L.C.
By: ____________________________________
Its: ____________________________________
[Continuation of Signature Page to Amendment No. 3 to Investor
Stockholders Agreement]
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▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee of The ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Annuity Trust III, dated September 1, 1999
By: ____________________________________
Its: Trustee
▇▇▇▇-▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and her successors in trust, as
Trustees of the ▇▇▇▇-▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Revocable Trust
under Agreement dated November 12, 2001
By: ____________________________________
Its: ____________________________________
JLF/AR-I LLC
By: ____________________________________
Its: ____________________________________
[Continuation of Signature Page to Amendment No. 3 to Investor
Stockholders Agreement]