Exhibit 10.9
MANAGEMENT STOCKHOLDERS AGREEMENT
DATED as of July 16, 1999
A M O N G:
β�.β�. ββββββ AUTOMOTIVE CASTINGS, INC.
a Delaware corporation (the "Corporation"),
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ONEX AMERICAN HOLDINGS LLC,
a Delaware limited liability company ("Onex"),
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The individuals named on Schedule I to this Agreement and each
additional management employee of the Operating Company (as
hereinafter defined) who, at any time, acquires securities of
the Corporation and executes a counterpart of this Agree ment
or otherwise agrees to be bound by this Agreement
(individually, a "Managementholder" and collectively, the
"Managementholders").
WHEREAS:
A. As of June 1, 1999 the issued and outstanding capital of the
Corporation consists of:
(i) 6,998.4380 shares of Class A Common Stock, par value $.01 per
share (the "Class A Common");
(ii) 17,088.8931 shares of Class B Common Stock, par value $.01 per
share (the "Class B Common");
(iii) 4,274.9733 shares of Class C Common Stock, par value $.01 per
share (the "Class C Common");
(iv) 5,509.9658 shares of Class D-1 Common Stock, par value $.01
per share (the "Class D-1 Common");
(v) 5,699.9646 shares of Class D-2 Common Stock, par value $.01
per share (the "Class D-2 Common); and
(vi) 2,802.4826 shares of Class E Common Stock, par value $.01 per
share (the "Class E Common).
B. Each of the Managementholders is an employee of the Corporation
and/or a subsidiary of the Corporation and has acquired or is acquiring certain
shares of Class A Common.
C. In order to provide for the stability of the Corporation and to
restrict the manner and means by which the Class A Common held by the
Managementholders may be transferred, voted and otherwise dealt with, the
parties wish to enter into this Agreement.
E. Certain terms used in this Agreement are defined in Article Six of
this Agreement.
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:
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ARTICLE ONE
MANAGEMENTHOLDER'S COMMON STOCK GENERALLY
1.1 MANAGEMENTHOLDER'S GENERAL REPRESENTATIONS AND WARRANTIES. Each
Managementholder represents and warrants that:
(a) he has acquired and is holding, or will acquire and hold, all
Managementholder's Stock held by him as sole principal and for investment only,
and not in trust in any manner for or on behalf of any other person or persons;
and
(b) he is not a party to or bound by any agreement regarding or
affecting his Managementholder's Stock or his rights as a holder of
Managementholder's Stock other than this Agreement, a pledge, if any, of
Managementholder's Stock in accordance with Section 1.5 or an agreement, if any,
to effect a transfer of Managementholder's Stock in accordance with this
Agreement.
1.2 TRANSFERS IN ACCORDANCE WITH THIS AGREEMENT. Each Managementholder
agrees that Managementholder's Stock held by him will not be transferred in
violation of this Agreement, the Securities Act of 1933, as amended (the "1933
Act"), or any other applicable law.
1.3 REGISTRATION OF TRANSFERS. The Corporation may refuse to register
any transfer by the registered holder of Managementholder's Stock in its
transfer books if such transfer is not in accordance with this Agreement, the
1933 Act, or any other applicable law.
1.4 RESTRICTIONS ON TRANSFER. Except as expressly provided in this
Agreement, the Managementholder's Stock may not be transferred without the
consent of the Corporation. The Managementholder's Stock may be transferred only
in a sale for cash or cash plus assumption of indebtedness in accordance with
Section 2.1 or in accordance with the other provisions of this Agreement. Any
purported transfer in any manner contrary to the terms of this Agreement shall
be void.
1.5 PLEDGE OF COMMON STOCK AS SECURITY. The Managementholder's Stock
may be pledged to the Corporation or to a bank or other bona fide financial
institution (in this paragraph, a "secured party") acting at arm's length with
any Managementholder and approved by the Corporation, as security for
indebtedness incurred solely to finance up to one-half of the purchase price
paid by such Managementholder for his Managementholder's Stock, on condition
that such secured party executes and delivers to the Corporation a written
agreement satisfactory to the Corporation that such pledge is subject to the
terms of this Agreement if so requested by the Corporation.
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1.6 SALES TO BE FREE OF ENCUMBRANCES.
(a) In connection with any sale of Managementholder's Stock pursuant to
this Agreement, the Managementholder shall discharge any indebtedness referred
to in Section 1.5 and deliver the Managementholder's Stock being sold free and
clear of any claim, mortgage, charge, pledge, lien, security interest or other
encumbrance of any kind.
(b) If the Managementholder fails to comply with subsection (a), the
purchaser may withhold from the purchase price for the Managementholder's Stock
an amount equal to the indebtedness secured by any such claim, mortgage, charge,
pledge, lien, security interest or other encumbrance or, if the amount of such
indebtedness is not known by the purchaser, an amount equal to the purchaser's
good faith estimate thereof, and shall pay such withheld amount to the person to
whom such indebtedness is owed. Any such payment of such withheld amount shall
discharge the purchaser's obligation to make payment for the purchased shares to
the extent of such withheld amount.
1.7 CLOSINGS OF SALES OF MANAGEMENTHOLDER'S STOCK.
(a) At the closing of any sale of Managementholder's Stock pursuant to
this Agreement, the Managementholder selling Managementholder's Stock shall
deliver to the purchaser the share certificates and other instruments
representing such Managementholder's Stock, together with stock powers and other
instruments transferring such Common Stock, duly endorsed for transfer and free
and clear of any claim, mortgage, charge, pledge, lien, security interest or
encumbrance of any kind, and the purchaser shall deliver to the Managementholder
the consideration payable upon closing. If subsection 2.3(b) of this Agreement
is applicable to the sale and the purchaser is other than the Corporation or
Onex, the purchaser shall also deliver to the Managementholder an under taking
to pay the increased purchase price for the Managementholder's Stock in
accordance with subsection 2.3(b) in the events therein described, as if such
purchaser were a party to this Agreement.
(b) If the Managementholder is not present at the closing, or is
present but for any reason fails to produce and deliver to the purchaser, in
accordance with subsection (a), the certificates or other instruments
representing any of the Managementholder's Stock being transferred or any other
document required under subsection (a), then the purchaser may deposit the
applicable consideration payable to such Managementholder, as and when payable
under this Agreement, into a special account in trust for the Managementholder
at a branch of the Corporation's bankers. Such deposit shall constitute valid
and effective payment to the Managementholder of the purchase price for such
Common Stock notwithstanding the fact that the Managementholder may have
voluntarily attempted to encumber or dispose of any of the Common Stock contrary
to the terms hereof, or that one or more certificates or other evidences of
ownership of the Common Stock may have been delivered to any other person. From
and after the date of such deposit (even though the share certificates in the
name of the such Managementholder or other instruments representing such Common
Stock have not been delivered to the purchaser), the purchase and transfer of
the Common Stock shall be deemed to have been fully completed and all right,
title, benefit and interest of the
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Managementholder in and to all such Common Stock, both at law and in equity,
shall be conclusively deemed to have been transferred and assigned to and become
vested in the purchaser.
(c) Where the purchaser has made a deposit in accordance with
subsection (b), the Managementholder shall be entitled to receive the
consideration for his Managementholder's Stock deposited with the Corporation's
bankers, without interest, upon delivery to the Corporation of (i) the
certificates or other instruments representing the Managementholder's Stock duly
endorsed for transfer in the manner required by subsection (a) and (ii) any
other document required under subsection (a) to be delivered by him at the
closing including, without limitation, the release or discharge of any
encumbrance relating to the Managementholder's Stock being sold.
(d) Each Managementholder irrevocably constitutes and appoints the
Secretary from time to time of the Corporation (the "Secretary") as his attorney
and agent authorized, in his name and on his behalf, to execute and deliver (i)
all such assignments, transfers, deeds and instruments as may be necessary to
effectively transfer the Common Stock being transferred to the purchaser on the
books of the Corporation and (ii) any other document required under subsection
(a) to be delivered by him at closing. Such appointment and power of attorney,
being coupled with an interest, shall not be revoked by the insolvency,
bankruptcy, death or incapacity of the Managementholder and the Managementholder
hereby agrees to ratify and confirm any act taken by the Secretary on his behalf
hereunder and agrees that the receipt of the Secretary as attorney shall be a
good discharge to the Managementholder.
(e) The Secretary of the Corporation (or another officer designated by
the Board of Directors to act in his stead) shall, at all times, hold the
certificates representing all Management holder's Stock. The Secretary or such
other officer shall hold such certificates in safekeeping to the order of the
registered holder of the Common Stock represented by the certificates (but
subject to the terms of this Agreement); provided that, upon being satisfied
that a lender reasonably requires possession of any certificate for the purposes
of an arrangement permitted by Section 1.5, the Secre tary may release the
certificate to the lender upon receipt of an irrevocable direction from the
registered holder to the lender to return the certificates to the Secretary if
the registered holder would otherwise be entitled to the return of the
certificates.
(f) Nothing in this Section is intended to limit any other remedy
available to a purchaser of Managementholder's Stock.
1.8 APPLICATION OF THE AGREEMENT. For greater certainty, it is
acknowledged and agreed that this Agreement shall apply in respect of all Common
Stock now or hereafter acquired and held by a Managementholder including, but
not limited to, Common Stock acquired pursuant to Section 3.5, but not including
Common Stock purchased by a Managementholder through the facilities of a
securities exchange on which the Common Stock is then listed or quoted in the
NASDAQ System or the over-the-counter market after the Corporation has become a
Public Company.
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ARTICLE TWO
SALE OF MANAGEMENTHOLDER'S STOCK
2.1 SALES TO ANOTHER MANAGEMENTHOLDER OR MANAGEMENT EMPLOYEE.
(a) If a Managementholder desires to transfer Managementholder's Stock
at any time pursuant to a bona fide written offer to purchase his
Managementholder's Stock for cash or for cash and the assumption of indebtedness
referred to in Section 1.5 (an "Offer") from another Managementholder or a
management employee of the Operating Company who in either case is acceptable to
the Board of Directors, in its sole discretion (an "Offeror"), he shall give the
Corporation and Onex notice thereof (a "Notice") attaching a copy of such Offer.
(b) If a Notice is given, the Corporation, or if the Corporation does
not exercise its option, Onex, shall have the option, exercisable by notice to
the Managementholder within 30 days after the date of receipt of the Notice by
the Corporation and Onex, to purchase all or any part of the Managementholder's
Stock proposed to be sold pursuant to the Offer for the same price per share and
on the same terms as the Offer.
(c) If the Corporation or Onex do not exercise the option referred to
in subsection (b) within the 30-day option period provided in subsection (b),
and the Board of Directors of the Corporation has consented to the proposed sale
to the Offeror pursuant to the Offer, the Managementholder shall have the right,
exercisable at any time within 60 days after the expiration of such 30-day
option period, to sell any of the Managementholder's Stock as to which the
option referred to in subsection (b) was not exercised to the Offeror in
accordance with the terms of the Offer. Notwithstanding the foregoing, the
consent of the Board of Directors shall not be required for such proposed sale
if the Offeror is, at the time of the sale, a Managementholder bound by this
Agreement. If the Managementholder's Stock as to which the option referred to in
subsection (b) was not exercised remains unsold at the end of such 60-day
period, such Managementholder's Stock may not thereafter be transferred unless
the Managementholder again complies with this Section 2.1.
(d) Any Offeror who acquires Common Stock pursuant to an Offer shall,
by its purchase of such Common Stock and acceptance of the certificates
therefor, be deemed to agree to, and shall be bound by, the provisions of this
Agreement and shall at the time of closing of the purchase of any Common Stock
execute such documents as may be, in the reasonable opinion of the Corporation,
required in order to evidence such agreement.
2.2 SALE WHEN THE CORPORATION IS A PUBLIC COMPANY.
(a) Notwithstanding Section 2.1, at any time when the Corporation is a
Public Company, except during any 180-day period following any final
qualification or registration of securities of the Corporation for a public
offering, a Managementholder shall, after complying in full with the provisions
of this Section 2.2, be entitled during any 90-day period to sell up to 5% of
the
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Managementholder's Stock then held by him through the facilities of any
securities exchange on which the Common Stock is then listed or quoted in the
NASDAQ System or the over-the-counter market, subject to compliance with
applicable securities laws and with the by-laws and regulations of such exchange
(such a sale is hereinafter referred to as a "Market Sale"). No Managementholder
shall, however, sell in the aggregate pursuant to this Section 2.2 more than a
maximum of one-third of the aggregate number of Managementholder's Stock
acquired to such date by such Managementholder; provided that the Board of
Directors may, on the recommendation of the Presi dent of the Corporation,
permit the Managementholder to sell in excess of the foregoing maximum
proportion of his Managementholder's Stock.
(b) Not less than five and not more than ten business days before
effecting any Market Sale, the Managementholder shall first give notice to the
Corporation and Onex (a "Market Sale Notice") offering to sell to the
Corporation or, if the Corporation elects not to purchase the Managementholder's
Stock, to Onex, all of that number of shares of Managementholder's Stock which
it proposes to sell, at a price per share of Common Stock equal to the average
closing price per share on such securities exchange on which the Common Stock is
then listed or which is quoted or the NASDAQ System or the over-the-counter
market for the ten trading days thereon immediately preceding the date of the
Market Sale Notice (the "Market Price").
(c) If the Corporation or Onex, wish to accept an offer made pursuant
to a Market Sale Notice they shall do so by notice of election to purchase (a
"Market Exercise Notice"), given to the Managementholder within three business
days after receipt by the Corporation and Onex of the Market Sale Notice, which
designates the number of shares of Managementholder's Stock to be purchased, and
the Managementholder shall thereupon be bound to sell such Managementholder's
Stock to the Corporation or Onex , as the case may be, and the Corporation or
Onex , as the case may be, shall be obligated to buy such shares of
Managementholder's Stock at the Market Price. If the Corporation or Onex elect
to purchase a part, only, of the number of the Managementholder's Stock which
the Managementholder offered to sell, the Managementholder may sell the balance
of the shares of Managementholder's Stock which were offered, through the
facilities of any securities exchange on which the Common Stock is then listed
or quoted on the NASDAQ System or the over-the-counter market, on any of the
five consecutive business days commencing on the fifth business day after
receipt by the Corporation and Onex of the Market Sale Notice.
2.3 SALE UPON CESSATION OF EMPLOYMENT.
(a) If a Managementholder ceases to be employed in a full-time capacity
by the Operating Company for any reason (including but not limited to the
Managementholder's voluntary termination, termination by the Operating Company
with or without cause, or the Managementholders' death, permanent disability or
retirement) prior to the time the Corporation becomes a Public Company, the
Corporation (or, if the Corporation elects not to purchase the
Managementholder's Stock, Onex) shall purchase, and the Managementholders shall
sell, all of the Managementholder's Stock owned by such Managementholder. The
Purchase Price payable per
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share in any sale of Common Stock pursuant to this Section 2.3 shall be equal to
Book Value Per Share.
(b) If the Corporation effects a public offering of securities of the
same class as the Managementholder's Stock purchased pursuant to this Section
2.3 within six months after the closing of such purchase, the purchase price per
share shall be increased by an amount equal to the excess, if any, of the public
offering price per share pursuant to such public offering (after deduction of
any applicable underwriters' commissions or discounts and expenses of such
offering on a per share basis) over the Book Value Per Share used in calculating
the original purchase price.
(c) The purchase price for Managementholder's Stock purchased pursuant
to this Section 2.3 shall be paid 100% in cash at the closing of such purchase.
(d) If so required by a selling Managementholder, the Corporation shall
deliver a copy of the balance sheet on which the determination of Book Value Per
Share was based and, in reasonable detail, a calculation of the purchase price
payable to the selling Managementholder. The selling Managementholder, upon
request, shall also receive a copy of a letter from the auditors of the
Corporation to the effect that they have reviewed the calculation of the
purchase price payable, and that nothing has come to their attention that caused
them to believe that such calculation was not in accordance with this Agreement.
If the Corporation delivers the balance sheet, calculation and letter, the
determination of the purchase price payable set forth therein shall be
conclusive and binding on all parties.
(e) If a Managementholder acquires any Common Stock following the
termination of his employment with the Operating Company through the exercise of
any option pursuant to the terms of a plan for the benefit of management
employees of the Operating Company, the Corporation (or, if the Corporation so
elects, Onex) shall purchase, and the Managementholder shall sell, all such
Common Stock at a purchase price of 100% of Book Value Per Share.
2.4 SALE UPON CESSATION OF EMPLOYMENT WHEN THE CORPORATION IS A PUBLIC
COMPANY.
Notwithstanding Section 2.2, if a Managementholder ceases to be
employed in a full-time capacity by the Operating Company for any reason
(including but not limited to the Managementholder's voluntary termination,
termination by the Operating Company, with or without cause, or the
Managementholder's death, permanent disability or retirement) after the time the
Corporation has become a Public Company, the Managementholder shall be entitled
to sell his Managementholder's Stock through the facilities of any securities
exchange on which the Common Stock is then listed or quoted on the NASDAQ system
or over-the-counter market, provided such sales are made in the normal course
and in a manner which complies with applicable securities laws and regulations
and stock exchange rules and provided further that no more than one-half of his
Managementholder's Stock may be sold prior to the first anniversary of such
termination of employment. Notwithstanding the previous sentence, (a) in the
event of the death of the
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Managementholder, his executors or administrators shall not be restricted as to
the proportion of his Managementholder's Stock that may be sold during the year
following termination of employment, (b) in the event of the termination of his
employment by reason of his permanent disability, the Managementholder shall not
be restricted as to the proportion of his Managementholder's Stock that may be
sold during the year following termination of employment, and (c) in the event
of the retirement of the Managementholder, up to 75% of his Managementholder's
Stock may be sold during the year following termination of employment.
2.5 DEFINED TERMS AND EXPRESSIONS. As used in this Article:
(a) "permanent disability" means the inability of a Managementholder to
fulfill his duties as an employee of the Operating Company as a result of
illness, accident or physical or mental disability either for a period of six
consecutive months or for any 180 days in any 365-day period.
(b) "retirement" means retirement of a Managementholder in accordance
with the retirement policy provided for in the Operating Company's employment
policies in effect from time to time.
(c) "termination by the Operating Company without cause" shall mean
termination by the Operating Company on grounds other than gross or continued
neglect of duty, serious and wilful misconduct, theft, embezzlement, fraud,
breach of fiduciary duty or other like cause.
(d) "termination by the Operating Company" shall include a refusal by
the Operating Company to renew an employment contract at the end of its stated
term.
2.6 SALE UPON DEFAULT OF INDEBTEDNESS. If a Managementholder defaults
on any indebtedness referred to in Section 1.5, the Corporation (or, if the
Corporation does not exercise such option, Onex) shall have the option to
purchase the shares of Managementholder's Stock held by such Managementholder at
a purchase price per share determined in accordance with subsection 2.3(a)
exercisable by notice (for purposes of this Section, a "Notice") to such
Managementholder.
2.7 CLOSING.
(a) The closing of any purchase and sale of Managementholder's Stock
pursuant to exercise by the Corporation or Onex of a right, or fulfillment of an
obligation, under Section 2.1, 2.2, 2.3 or 2.6 shall be held at the registered
office of the Corporation at a date and time designated by the purchaser, but in
any event not later than 60 days (or, in the case of a purchase and sale
pursuant to subsection 2.3(e), 120 days) after the date of receipt of the
Notice, receipt of the Market Sale Notice, cessation of employment or date of
acquisition of Common Stock following termination of employment referred to in
subsection 2.3(e), as the case may be.
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(b) Any Managementholder's Stock purchased by Onex or the Corporation,
pursuant to the exercise of a right, or fulfillment of an obligation, under
Section 2.1, 2.2, 2.3 or 2.6, shall be free and clear of all liens, charges,
encumbrances or restrictions with the exception of any restrictions imposed by
this Agreement where such Managementholder's Stock is purchased by Onex.
2.8 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Each Managementholder
acknowledges that, in the course of performing and fulfilling his duties and as
an employee of the Operating Company (which in this section includes its
affiliates), he may have access to and may be entrusted with confidential
information concerning its activities, business operations and its customers and
clients, which information is not generally known in the industry in which the
Operating Company does business ("Confidential Information"). The disclosure of
any Confidential Information to competitors of the Operating Company or to other
persons would be highly detrimen tal to the interests of the Operating Company.
Each Managementholder further acknowledges and agrees that the right to maintain
confidential such Confidential Information is a proprietary right which the
Operating Company is entitled to protect. Accordingly, each Managementholder
covenants and agrees with the Operating Company that (a) he will not during the
continuance of his employment by the Operating Company disclose any such
Confidential Information to any person, nor shall he use the same, except as
required in the normal course of his employment by the Operating Company, and
(b) after the termination or expiration of his employment by the Operating
Company, he will not disclose or make any use of same without the consent of the
Operating Company, provided, however, that he shall not be prohibited by this
paragraph from using the personal skills and knowledge developed by him prior to
and during his employment by the Operating Company. Each Managementholder
acknowledges that the above covenants are reasonable and agrees that, in
addition to any other remedies at law it may have (which other remedies such
Managementholder acknowledges to be inadequate to protect its legitimate
interests), the Operating Company shall be entitled to injunctive relief in the
event of a breach thereof.
ARTICLE THREE
SALE OF COMMON STOCK BY ONEX AND THE CORPORATION
3.1 PIGGY-BACK RIGHT.
(a) Except as provided in Section 3.4, if at any time the Board of
Directors approves a Sale of the Company (an "Approved Sale"), the Corporation
shall, at least 20 days prior to the Approved Sale, give notice (a "Sale
Notice") to the Management Representatives (as hereinafter defined) on behalf of
the Managementholders describing the terms of the Approved Sale in reasonable
detail, including the identity of the proposed purchaser, and stating that each
Managementholder has (and each Managementholder shall then have) the option to
sell to the proposed purchaser his Managementholder's Stock, simultaneously with
and conditional upon the closing of the Approved Sale, at the price per share
and on the other terms consistent with the rights
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and preferences of the Common Stock set forth in the Corporation's Certificate
of Incorporation as is reasonably determined by the Board of Directors.
(b) The option pursuant to subsection (a) shall be exercised by notice
to the Corporation given not later than the date specified therefor in the Sale
Notice, which shall be not less than 10 business days after such Sale Notice is
given. If a Managementholder gives notice of his election to sell, he shall be
obligated to sell the shares of Managementholders' Stock specified in his notice
upon the terms specified in subsection (a) to the proposed purchaser,
conditional upon the closing of the Approved Sale.
(c) If the proposed purchaser pursuant to the Approved Sale has
specified a limited number of shares of Common Stock which it is willing to
purchase in the aggregate, each Managementholder shall have the right to sell to
the proposed purchaser up to that number of shares of Common Stock which is in
the same proportion to all shares of Common Stock being purchased by the
proposed purchaser as the number of shares of Common Stock then owned by such
Managementholder is of the total number of shares of Common Stock then
outstanding (in each case, assuming the conversion or exchange of all securities
convertible into or exchangeable for Common Stock).
3.2 DRAG-ALONG RIGHT. If at any time the Board of Directors proposes an
Approved Sale, the Corporation may, by so notifying the Management
Representatives on behalf of the Managementholders in the Sale Notice, require
each Managementholder to sell his Managementholder's Stock, simultaneously with
and conditional upon the closing of such Approved Sale, at the price (whether in
cash or other consideration) per share and other terms consistent with the
rights and preferences of the Common Stock set forth in the Corporation's
Certificate of Incorporation as is reasonably determined by the Board of
Directors, and each Managementholder shall thereupon be obligated to sell such
Managementholder's Stock. If the form of consideration to be received on such
Approved Sale is, in the reasonable opinion of the Board of Directors after
consultation with the Management Representatives, inappropriate as a form of
consideration for Managementholders, the Corporation shall use its best efforts
to have such consideration converted to cash or more appropriate consideration
at a fair value.
3.3 REPRESENTATIONS AND WARRANTIES ON A DISPOSITION. In connection with
any Approved Sale, in which Managementholder's Stock is to be sold by a
Managementholder, the Corporation may require the Managementholder to enter into
agreements with the purchaser representing and warranting that, except as
specifically disclosed to the purchaser in writing, such Managementholder, at
the time of the closing of the Approved Sale, does not have actual knowledge
that any representation or warranty made by the Corporation or any other
shareholder in connection with the Approved Sale was untrue in any material
respect when made or is untrue in any material respect as of such closing; the
liability of the selling Managementholder under such representation and warranty
shall be limited to the amount which he receives from the sale of his
Managementholder's Stock in connection with the Approved Sale and shall be pro
rata in accordance
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with the number of shares of Common Stock sold by the Managementholder in
relation to the shares of Common Stock being sold by all shareholders as part of
the Approved Sale.
3.4 EXCEPTIONS TO THE PIGGY-BACK RIGHT. Section 3.1 shall not apply to
any sale as part of a public offering of Common Stock.
3.5 PIGGY-BACK RIGHT ON A PUBLIC OFFERING.
(a) If the Corporation proposes to effect a public offering of shares
of Common Stock in which shares of the Corporation's Common Stock held by Onex
are to be included, the Corporation shall, at least 20 days prior to the
proposed initial filing or registration, give notice thereof and of the manner
of offering contemplated thereby ("Public Offering Notice") to each of the
Managementholders unless a determination has been made by the managing
underwriter(s) pursuant to sub-section (g) of this Section 3.5 to the effect
that there is reasonable cause to believe that the inclusion of the
Managementholders' Stock might adversely affect the offering.
(b) The Corporation shall not be required to give a Public Offering
Notice in accordance with subsection (a) or to register Managementholder's Stock
in accordance with subsection (c) if the distribution of shares of Common Stock
being proposed cannot, under applicable law and regulations, be combined
(pursuant to the form of prospectus or registration statement proposed to be
used) with a distribution of shares of Managementholder's Stock or if and to the
extent that such distribution of Managementholder's Stock would contravene an
agreement with a security holder that prohibits or restricts the inclusion of
securities to be sold by others.
(c) If a Public Offering Notice is given, then, on written notice to
the Corporation (a "Holder's Request") from a Managementholder within 10 days
after the receipt of the Public Offering Notice (which Holder's Request shall
specify the number of shares of Managementholder's Stock which the
Managementholder wishes to sell and distribute, which number shall not represent
a greater proportion of such Managementholder's Stock than the proportion of all
shares of Common Stock held by Onex which is proposed to be sold and distributed
pursuant to such public offering) the Corporation will use its best efforts to
register the shares of Managementholder's Stock stated in the Holder's Request
(or, if less, the Pro Rata Number of such Managementholder's Stock) for
distribution pursuant to the proposed public offering in addition to the shares
of Common Stock being offered by Onex. If the number of shares of Common Stock
which Onex, the Managementholders and other holders of Common Stock wish to sell
and distribute exceeds the number thereof which, in the opinion of the managing
underwriter(s), is the maximum number thereof that might be included with the
offering without adversely affecting the offering, then the excess above such
maximum number shall not be included with the offering, and the number of shares
of Common Stock of Onex and each Managementholder wishing to sell, to be sold
with the offering, shall be proportionate to their respective holdings of Common
Stock. If any of the Managementholders is thereby entitled to sell more shares
of Common Stock than he wishes to sell, Onex and each remaining Managementholder
shall be entitled to make up the difference pro-rata from its or his respective
holdings, provided that any such Managementholder shall have confirmed
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his desire to make up his pro-rata proportion of the difference out of his
holdings within 5 days after notice of his entitlement to do so is given to him.
(d) As used in this Section 3.5, the term "Pro Rata Number" shall mean
the product of (i) the total number of shares of Common Stock held by the
Managementholder and (ii) a fraction, the numerator of which is the aggregate
number of shares of Common Stock which are to be so registered and the
denominator of which is the aggregate number of shares of Common Stock
outstanding.
(e) On a sale pursuant to this Section 3.5, Managementholders shall
sell their shares of Common Stock through the underwriters on the same terms as
Onex or the Corporation generally are selling their or its shares of Common
Stock.
(f) The Corporation shall be responsible for the preparation of the
preliminary prospectus, the prospectus or registration statement and related
papers and filings (including any Blue Sky filings) in connection with the
proposed public offering.
(g) Notwithstanding the provisions of this Section 3.5, the Corporation
(i) may at any time delay, abandon or withdraw such prospectus or registration
statement relating to a proposed offering, and (ii) shall not be required to
register Managementholder's Stock pursuant to subsection (c) in connection with
any proposed offering if, in the opinion of the managing underwriter(s), there
is reasonable cause to believe that the inclusion of such Managementholder's
Stock might adversely affect the offering.
(h) Each participating Managementholder shall supply the Corporation
with such information as the Corporation may reasonably request in order to
prepare any preliminary prospectus, prospectus and registration statement
required in connection with the proposed public offering, to prepare any related
papers and filings, to effect the qualifications required by this Section 3.5
and to comply with applicable securities laws.
(i) Each Managementholder's registration rights are limited solely to
the rights set forth in this Section 3.5.
3.6 COSTS OF PUBLIC OFFERING. Each Managementholder who participates in
a public offering of Common Stock of the Corporation pursuant to any provision
of this Article 3 shall bear a portion of all costs incurred in connection with
such offering including, without limitation, the fees of investment bankers,
lawyers and accountants in the same proportion as the number of shares of Common
Stock sold by such Managementholder is of all the Common Stock sold pursuant to
such public offering unless such costs are to be borne by the Corporation. Each
Managementholder shall, in any event, pay the underwriting discounts or
commissions applicable to the sale of his Common Stock in such public offering
and, where required, execute the applicable underwriting agreement and all
related documents.
- 13 -
ARTICLE FOUR
LEGENDING AND VOTING
4.1 LEGENDING OF STOCK CERTIFICATES. All certificates representing
shares of Common Stock held by Managementholders shall bear the following
legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND CERTAIN RESTRICTIONS ON THE VOTING OF SUCH
SECURITIES CONTAINED IN THE MANAGEMENT STOCKHOLDERS AGREE MENT, DATED
AS OF JULY 16, 1999 AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY")
AND CERTAIN OF THE COMPANY'S STOCKHOLDERS. A COPY OF SUCH MANAGEMENT
STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY
TO THE HOLDER HEREOF UPON WRITTEN REQUEST."
4.2 VOTING OF MANAGEMENTHOLDER'S STOCK. Each Managementholder shall at
all times vote his Managementholder's Stock (to the extent they are entitled to
vote) in the same manner as the Common Stock held by Onex is voted, on the
election of directors and on all other matters which are submitted to a ote (or
consent in lieu of voting) of the Corporation's stockholders, and for this
purpose, shall execute and deliver to Onex (or its designees) proxies to vote
such Managementholder's Stock in the same manner as the Common Stock held by
Onex is voted. To the extent permitted by law, each Managementholder, by his
execution of this Agreement, irrevocably constitutes and appoints the person who
is at any time the president of Onex, his proxy to vote all of his
Managementholder's Stock at any meeting of stockholders of the Corporation, or
to give consent in lieu of voting, on any matter which is submitted for a vote
or consent to the stockholders, provided that such Managementholder's Stock is
voted or consent is given with respect to them in the same manner as the Common
Stock held by Onex. Notwithstanding anything contained in this Section 4.2,
Managementholder's Stock shall not, except with the express consent of the
Managementholder, be voted in favor of any resolution the effect of which will
be to change the Managementholder's Stock or Onex Stock, or convert or exchange
the Managementholder's Stock or Onex Stock into or for different securities,
unless in every such case the Managementhold er's Stock and the Onex Stock are
thereby changed identically or converted into or exchanged for the same type of
securities in proportion to their respective holdings of Common Stock, in each
case on terms consistent with the rights and preferences set forth in the
Corporation's Certificate of Incorporation as is reasonably determined by Onex.
4.3 MANAGEMENT REPRESENTATIVES. Each of the Managementholders hereby
irrevocably constitutes and appoints the Management Representatives (as defined
in this Section 4.3) as his representatives to take all actions on his behalf in
connection with this Agreement, in their sole
- 14 -
and absolute discretion, including but not limited to executing any consents or
waivers in connection with, or any amendments to, this Agreement (with the
exception of any decision to sell his Managementholder's Stock pursuant to
Section 2.1, 2.2, 3.1, or 3.5). In the event of a disagreement among the
Management Representatives, a majority of them shall have all authority granted
to the Management Representatives by the Managementholder under this Agreement.
The term "Management Representatives" shall mean the Chief Executive Officer of
the Corporation and any two Vice-Presidents of any Operating Company designated
from time to time by the Chief Executive Officer.
ARTICLE FIVE
COVENANTS OF THE CORPORATION
5.1 MERGERS, CONSOLIDATIONS, ETC. The Corporation shall not merge,
consolidate or reorganize with another corporation, or sell all or substantially
all of its assets to another person, if pursuant thereto Onex shall receive
equity securities as full or partial consideration for its Common Stock, unless
all Managementholders shall have the right to receive the same securities in
proportion to their respective holdings of Common Stock, in each case on terms
consistent with the rights and preferences set forth in the Corporation's
Certificate of Incorporation as is reasonably determined by the Board of
Directors.
5.2 FINANCIAL STATEMENTS. The Corporation shall deliver to each
Managementholder so long as he owns Managementholder's Stock:
(a) within 120 days after the end of each fiscal year of the
Corporation, a consolidated balance sheet of the Corporation and its
subsidiaries as at the end of such fiscal year, and consolidated statements of
income and of cash flows of the Corporation and its subsidiaries for such fiscal
year, accompanied by a report thereon of independent certified public
accountants; and
(b) within 45 days after the end of each fiscal quarter of the
Corporation, a consolidated balance sheet of the Corporation and its
subsidiaries as at the end of such quarter, and consolidated statements of
income and of cash flows of the Corporation and its subsidiaries for such
quarter, and a certificate of an officer of the Corporation certifying that, in
his opinion, the statements fairly present the financial position and results of
operation of the Corporation and its subsidiaries and have been prepared in
accordance with generally accepted accounting principles (except that such
statements need not include complete notes).
(c) Except as otherwise required by any applicable law or judicial
order or decree or by any governmental agency or authority, each
Managementholder entitled to receive information regarding the Corporation and
its subsidiaries under this Section 5.2 shall maintain the confidentiality of
all nonpublic information obtained by such Managementholder hereunder which the
Corporation has reasonably designated as proprietary or confidential in nature;
provided that each such Managementholder may, to the extent required by law,
disclose such information in connection
- 15 -
with the sale or transfer of Common Stock if such Managementholder's transferee
agrees in writing to be bound by the provisions hereof.
ARTICLE SIX
INTERPRETATION
6.1 DEFINITIONS. When used in this Agreement the following terms shall
have the respective meanings shown:
(a) "affiliate" means, with respect to any person, any of (i) a
director or executive officer of such person, (ii) a spouse, parent, sibling or
descendant of such person (or spouse, parent, sibling or descendant of any
director or executive office of such person), and (iii) any other person that,
directly or indirectly, controls, or is controlled by or is under common control
with such person (for purposes of this definition, "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under common
control with"), as used with respect to any person, means the possession,
directly or indirectly of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership of voting
securities or by contract or agency or otherwise);
(b) "Board of Directors" means the board of directors of the
Corporation;
(c) "business day" means any day which is neither a Saturday or Sunday
nor a legal holiday on which the banks are authorized or required to be closed
in New York City;
(d) "Book Value Per Share" as of any date means the quotient obtained
by dividing (i) consolidated common stockholders' equity of the Corporation and
its subsidiaries as of the end of the fiscal quarter immediately subsequent to
the date of the event that required the purchase and sale pursuant to Section
2.3 or Section 2.6, determined in accordance with generally accepted accounting
principles in effect in the United States on the date of this Agreement by (ii)
the number of shares of Common Stock outstanding on such date. In making
calculations for purposes of clauses (i) and (ii) it shall be assumed that all
options and rights to purchase shares of Common Stock and securities convertible
or exchangeable into Common Stock outstanding on the date as of which the
calculation is being made had been exercised or converted to the extent that the
exercise price or conversion price (expressed in terms of principal amount of
debt or liquidation preference in the case of shares) does not exceed Book Value
Per Share (determined without regard to this sentence) and any purchase price
for shares of Common Stock payable upon such exercise had been paid. The
determination of Book Value Per Share shall be based upon the audited (in the
case of the end of a fiscal year) or unaudited (in the case of the end of any of
the first three quarters of a fiscal year) balance sheet of the Corporation as
at the end of the fiscal quarter in question. Notwithstanding the foregoing,
Book Value Per Share shall be equitably adjusted by the Board of Directors if a
stock dividend, recapitalization (including, without limitation, the April 21,
1999 recapitalization transaction) or other material event occurs outside of the
ordinary course of business
- 16 -
after the end of such fiscal quarter and before the closing of the sale in
respect of which the determination is being made;
(e) "Common Stock" means (i) any Class A Common, Class B Common, Class
C Common, Class D-1 Common, Class D-2 Common, Class E Common and any other
common stock of the Corporation outstanding from time to time and (ii) any
equity securities issued or issuable, directly or indirectly, with respect to
the securities referred to in clause (i) above by any of stock divided or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization;
(f) "Independent Third Party" means any person who, immediately prior
to the contemplated transaction, does not own in excess of 5% of the
Corporation's common stock on a fully-diluted basis (a "5% Owner") and who is
not an affiliate of a 5% Owner.
(g) "Management Representatives" shall have the meaning given to it in
Section 4.3;
(h) "Managementholder's Stock" means the Common Stock owned at any
particular time by any Managementholder other than Common Stock purchased by a
Managementholder through the facilities of a securities exchange on which the
Common Stock is then listed or quoted in the NASDAQ System or the
over-the-counter market after the Corporation has become a Public Company;
(i) "Onex" means Onex American Holdings LLC or any affiliate of Onex
American Holdings LLC;
(j) "Operating Company" means any one or more of the Corporation,
French Holdings, Inc. and their subsidiaries;
(k) "person" includes an individual, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization and a government or any
department or agency thereof;
(l) "Public Company" means a corporation which has effected a public
offering;
(m) "public offering" means public offering and sale of Common Stock
pursuant to an effective registration under the 1933 Act;
(n) "Sale of the Company" means the sale of the Corporation to an
Independent Third Party or a group of Independent Third Parties pursuant to
which such party or parties acquire (i) capital stock of the Corporation
possessing the voting power to elect a majority of the Corporation's board of
directors (whether by merger, consolidation, recapitalization, reorganization or
sale of a majority of the Corporation's outstanding Common Stock and Common
Stock equivalents) or (ii) all or substantially all of the Corporation's
consolidated assets.
- 17 -
(o) "subsidiary" means, with respect to any person, any corporation of
which the shares of stock having fifty percent (50%) or more of the general
voting power in electing the board of directors are, at the time is of which the
determination is being made, owned by such person either directly or indirectly
through subsidiaries; and
(p) "transfer" includes any sale, exchange, assignment, gift, bequest,
pledge, creation of a lien or security interest, disposition, encumbrance, or
other arrangement by which possession, legal title or beneficial ownership
passes from one person to another, or to the same person in a different
capacity, whether or not voluntary and whether or not for value.
6.2 EXTENDED MEANINGS. In this Agreement, words importing the singular
number include the plural and vice versa and words importing gender include all
genders.
6.3 GOVERNING LAW. This Agreement and all amendments hereof and waivers
and consents hereunder shall be governed by the internal law, and not the law of
conflicts, of the State of Delaware.
6.4 CAPTIONS. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
Agreement.
6.5 SEVERABILITY. The provisions of this Agreement are intended to be
and shall be deemed to be severable. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.
6.6 TIME. Time shall be of the essence in this Agreement.
ARTICLE SEVEN
MISCELLANEOUS
7.1 TERMINATION. This Agreement shall terminate if Onex ceases to hold
at least one-third of the outstanding shares of Common Stock of the Corporation
and this Agreement shall terminate as to any person when that person no longer
owns any shares of Managementholder's Stock, or rights to acquire shares of
Common Stock to which this Agreement shall apply under Section 1.8.
7.2 NOTICES. All notices, consents and other communications required or
permitted to be given under or by reason of this Agreement shall be in writing
and shall be delivered personally or by telex or telecopy as described below,
and shall be deemed given on the date on
- 18 -
which delivery is made. If delivered by telex or telecopy, such notices or
communications shall be confirmed by a registered or certified letter (return
receipt requested), postage prepaid. Any such delivery shall be addressed to the
intended recipient at the following addresses (or at such other address for a
party as shall be specified by such party by like notice to the other parties):
(a) if to the Corporation:
β�.β�. ββββββ Automotive Castings, Inc.
ββββ βββββ� ββββββ βββββ�
βββββββββ�, ββ βββββ�
Attention: President
Telecopy: (βββ�) βββ�-ββββ
with a copy to:
Hidden Creek Industries
ββββ βββ� ββββββ
βββββββββββ�, βββββββββ� βββββ�
Attention: ββββ β�. ββββββ
Telecopy: (βββ�) βββ�-ββββ
and
ββββββββ & βββββ�
βββ� ββββ ββββββββ βββββ�
βββββββ�, ββββββββ βββββ�
Attention: ββββ β�. ββββββββββ
Telecopy: (βββ�) βββ�-ββββ
(b) if to Onex:
Onex American Holdings LLC
βββ� βββ� ββββββ
(P.O. βββ� βββ�)
ββββ βββββ�
βββββββ�, ββββββ βββ� βββ�
Attention: President
Telecopy: (βββ�) βββ�-ββββ
- 19 -
with a copy to:
ββββββββ & βββββ�
βββ� ββββ ββββββββ βββββ�
βββββββ�, ββββββββ βββββ�
Attention: ββββ β�. ββββββββββ
Telecopy: (βββ�) βββ�-ββββ
(c) if to any Managementholder, to him at his address as appears on
Schedule I attached hereto or as otherwise shown on the records of the
Corporation.
7.3 NO WAIVER. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. No purported waiver shall be
effective unless in writing. The waiver by any party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent or other breach.
7.4 EXCLUSIVE AGREEMENT AND AMENDMENT. This Agreement supersedes all
prior agreements among the parties with respect to its subject matter, is
intended as a complete and exclusive statement of the terms of the Agreement
among the parties with respect thereto and cannot be changed or terminated
orally. This Agreement may only be amended or altered by the mutual agreement of
the parties hereto, such amendments or alterations to become effective when
reduced to writing and signed by Onex, the Corporation, and a majority of the
Management Representatives or by the Corporation and the holders of at least 75%
of the shares of Managementholders' Stock.
7.5 FURTHER ASSURANCES. Each party agrees to take all such actions and
to execute all such documents as may be necessary or advisable to implement the
provisions of this Agreement fully and effectively.
7.6 ASSIGNMENT.
(a) Notwithstanding any provision of this Agreement, a Managementholder
may transfer all or any of his Managementholder's Stock to a Managementholder
Corporation (as hereinafter defined), which is then controlled by the
transferor, provided that simultaneously with or prior to such transfer such
Managementholder Corporation shall have agreed in writing with the other parties
to this Agreement to assume all of the obligations of the transferor hereunder
with respect to such shares of Managementholder's Stock and provided that the
transferor agrees to guarantee the performance of such obligations to the other
parties hereto, in each case by a written instrument reasonably satisfactory to
the Board of Directors, in which case references herein to Managementholders
shall thenceforth include any such Managementholder Corporation so long as it
shall continue to hold any Managementholder's Stock. In this Section,
"Managementholder Corporation" means (i) a corporation, all of the shares of
which are legally and beneficially owned
- 20 -
by one or more of the transferor, his spouse, either of their children, and/or
any spouse of any of the children, or (ii) any trust exclusively in favor of any
of the foregoing persons. A Managementholder Corporation may, at any time, and
shall forthwith in the event that such Managementholder Corporation ceases to be
controlled by the transferor or ceases to qualify as a Managementholder
Corporation under the foregoing definition, transfer back to the transferor all
of the Manage mentholder's Stock, held by it. For purposes of Sections 2.3 and
2.4, Managementholder's Stock owned by a Managementholder Corporation shall be
deemed to be owned by the transferor.
(b) Subject to the foregoing, no party may assign any of its rights or
delegate any of its duties under this Agreement.
7.7 COUNTERPARTS.
(a) This Agreement may be executed in counterparts, each of which shall
be considered an original, but all of which together shall constitute one and
the same instrument.
(b) Any Managementholder may also execute this Agreement by executing
and delivering to the Corporation a Counterpart and Acknowledgment in the form
set out as Schedule II to this Agreement, whereupon such Managementholder shall
become bound by, and entitled to the benefits of, this Agreement as fully and
effectively as though such Managementholder had executed a Counterpart of this
Agreement together with the other parties to this Agreement.
7.8 BINDING EFFECT. This Agreement shall be binding upon, and shall
inure to the benefit of the parties to this Agreement and their respective
heirs, executors, administrators, personal representatives, successors and
permitted assigns.
7.9 DECISIONS OF BOARD OF DIRECTORS. All decisions and determinations
permitted or required to be made by the Corporation hereunder shall be made by
the Board of Directors in its sole unfettered discretion and all such decisions
and determinations shall be conclusive and binding on the parties hereto.
* * * * *
- 21 -
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto, all as of the date first above written.
β�.β�. ββββββ AUTOMOTIVE CASTINGS, INC.
By: /s/ ββββββ β�. βββββββ�
Its: ____________________________________
ONEX AMERICAN HOLDINGS LLC
By: _____________________________________
Its: ____________________________________
MANAGEMENTHOLDERS:
-----------------------------------------
βββββ� βββββ�
-----------------------------------------
βββββ� βββββββ� βββββββββ�
-----------------------------------------
ββββββ ββββββββ ββββ
-----------------------------------------
ββββ βββββββ�
-----------------------------------------
βββββ� β�. βββββ�
-----------------------------------------
ββββββ ββββββββββββ
-----------------------------------------
βββ� βββββ�
-----------------------------------------
ββββ βββββ�
-----------------------------------------
ββββββββ βββββ�-ββββββ
-----------------------------------------
ββββ β�. ββββββββ
-----------------------------------------
βββββββ� ββββββββ
-----------------------------------------
ββββββ β�. βββββββ�
-----------------------------------------
βββ� βββββββ�
-----------------------------------------
ββββββ βββββ�
-----------------------------------------
ββββ ββββββ
-----------------------------------------
βββββββ� βββββ�
-----------------------------------------
βββ� βββββββββ�
-----------------------------------------
βββββββ� β�. ββββ
-----------------------------------------
βββββ� ββββββββ
-----------------------------------------
ββββββ β�. ββββ
-----------------------------------------
ββββ ββββββ
-----------------------------------------
βββββββ� ββββββ
-----------------------------------------
ββββ ββββββ Orbea
-----------------------------------------
βββββ� βββ�
-----------------------------------------
ββββββ βββββ� ββββββ
-----------------------------------------
ββββββ β�. βββββββ�
-----------------------------------------
βββββββ� ββββ βββββ�
-----------------------------------------
ββββββ βββββββββ�
-----------------------------------------
ββββββ β�. βββββ�
-----------------------------------------
βββ� βββββββ�
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βββββββ� β�. Southern
-----------------------------------------
ββββ ββββββ ββββββ De La Chica
-----------------------------------------
βββββββ� ββββ
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ββββββ β�. βββββββββ�
-----------------------------------------
βββββββ� β�. ββββββ
-----------------------------------------
βββββ� βββββ�
-----------------------------------------
βββ� ββββββ
-----------------------------------------
βββββββ� β�. βββββ� ββ.
SCHEDULE I
NAMES AND ADDRESSES OF MANAGEMENTHOLDERS
βββββ� βββββ� βββββ� βββββββ� βββββββββ�
β�, βββββ� ββββ βββββ� ββββ-ββββ, ββ
βββββ� ββββββ 20013 San Sebastian, Spain
βββ� βββ� England
ββββββ ββββββββ ββββ βββββ� β�. βββββ�
ββββ ββββββββββ ββ, β� βββ�. D βββ� βββββββββ� βββββββ�
48200 Durango, Vizcaya ββββ, ββ βββββ�
Spain
βββ� βββββ� ββββββ ββββββββββββ
βββ� ββββ βββββ�
βββββββββ� βββββ�, ββ βββββ�
ββββ βββββ� ββββββββ βββββ�-ββββββ
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βββββββ� βββββ�, ββ βββββ� βββββββββ�, ββ βββββ�
ββββ β�. ββββββββ βββββββ� ββββββββ
ββββββ βββββ�, ββββ ββββββ ββββ βββββ� ββββ βββββ�
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Powys βββ� βββ� Wales
ββββββ β�. βββββββ� βββ� βββββββ�
ββββ βββββ� βββ� ββββββ βββββ� ββββββ ββββ β�
βββββββββ�, ββ βββββ� ββββββββ, ββ βββββ�
ββββββ βββββ� ββββ ββββββ
ββ ββββββββ ββββ W3171 βββ� ββββ
ββββββββββ ββββββββββ ββββ βββ� βββββββββ� βββββ�, ββ βββββ�
England
βββββββ� βββββ� βββ� βββββββββ�
βββ� βββββββ� ββββββ ββββ βββββββ� ββββ βββββ�
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βββββββ� β�. ββββ βββββ� ββββββββ
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βββββββββ�, ββ βββββ� βββββββββ� βββββ�, ββ βββββ�
ββββββ β�. ββββ βββββββ� ββββββ
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βββββββ�, ββ βββββ� βββββββββ�, ββ βββββ�
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Edificio Equzki-Lore βββ� βββββββ� ββββββ
ββββββββ Kalea, ββ-β� β� βββ�. β� βββββββββ�, ββ βββββ�
20800 Zarauz,
Spain
ββββββ βββββ� βββββββ� ββββββ β�. βββββββ�
β�/ βββββββββ�, ββ ββββ ββββββββββ βββββ�
βββββ� βββββββ�, βββββ� Apartment 104
Sheboygan, WI 53081
βββββββ� ββββ βββββ� ββββββ βββββββββ�
31 Highfields βββββ� β�. ββββββ ββββ
βββββ� ββββββ ββββββββ, ββ βββββ�
ββββββββββ βββββ�, ββ βββ� βββ�
βββββββ�
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βββββ� ββββ ββββ ββββββ ββββ ββββ ββββββββββ ββββ
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βββββββ� β�. Southern ββββ ββββββ ββββββ De La Chica
βββββ� βββββ� βββββ� βββββ� βββββββββββ�. ββ
βββ� ββββββ, ββ βββββ� β�-βββββ� βββββββββββ�, βββββββ�
βββββββ� ββββ ββββββ β�. βββββββββ�
ββββ ββββββββ ββββββ βββ� βββ� βββββ� ββββ
βββββββββ�, ββ βββββ� βββββββ� βββββ�, ββ βββββ�
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Rosegarth Lothlorien
Ravens Green The Ridge
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ββββββββββ, βββββ� βββ� βββ� Chelmsford, βββββ� βββ� βββ�
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SCHEDULE II
MANAGEMENT STOCKHOLDERS AGREEMENT
COUNTERPART AND ACKNOWLEDGMENT
TO: β�.β�. ββββββ AUTOMOTIVE CASTINGS, INC.
THE MANAGEMENTHOLDERS
ONEX
RE: The Management Stockholders Agreement (the "Agreement") dated
as of __________, 1999 between β�.β�. ββββββ Automotive Castings,
Inc., Onex and the "Managementholders" (each, as defined in the
Agreement)
The undersigned hereby agrees to be bound by the terms of the
Agreement as a party to the Agreement, and shall be entitled to all benefits of
a Managementholder pursuant to the Agreement, as fully and effectively as though
the undersigned had executed a counterpart of the Agreement together with the
other parties to the Agreement. The undersigned hereby acknowledges having
received and reviewed a copy of the Agreement.
DATED this _____ day of ___________, 1999.
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Signature of Managementholder
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Name of Managementholder
(Please Print)