Amendment No. 3 to Investor Stockholders Agreement by and among J.L. French Automotive Castings, Inc. and Investors

Summary

This amendment updates the Investor Stockholders Agreement between J.L. French Automotive Castings, Inc. and its investors. It adds JLF/AR-I LLC as a new stockholder, revises definitions to include new classes of stock (Class Q-1 and Q-2 Common), and modifies pre-emptive rights provisions. The amendment also waives pre-emptive rights for the issuance of these new stock classes and confirms that JLF/AR-I LLC will have the same rights and obligations as other stockholders. The agreement is governed by Delaware law and becomes effective upon execution by all parties.

EX-10.7 9 c73372exv10w7.txt AMENDMENT NO. 3 TO INVESTOR STOCKHOLDERS AGREEMENT 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 J.L. French 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 2 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. * * * * * 3 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. J.L. FRENCH AUTOMOTIVE CASTINGS, INC. By: ____________________________________ Its: ____________________________________ J2R PARTNERS III By: ____________________________________ Its: ____________________________________ RANDOLPH 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] BAIRD CAPITAL PARTNERS III LIMITED PARTNERSHIP By: Baird Capital Partners Management Company III, L.L.C. Its: General Partner By: ____________________________________ Its: ____________________________________ BAIRD CAPITAL PARTNERS II LIMITED PARTNERSHIP By: Baird Capital Partners Management Company, L.L.C. Its: General Partner By: ____________________________________ Its: ____________________________________ BCP III AFFILIATES FUND LIMITED PARTNERSHIP By: Baird Capital Partners Management Company III, L.L.C. Its: General Partner By: ____________________________________ Its: ____________________________________ BCP III SPECIAL AFFILIATES LIMITED PARTNERSHIP By: Baird Capital Partners Management Company III, L.L.C. Its: General Partner By: ____________________________________ Its: ____________________________________ BCP II AFFILIATES FUND LIMITED PARTNERSHIP By: Robert W. Baird & 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] ------------------------------------------ Charles M. Waldon ------------------------------------------ S. A. Johnson ------------------------------------------ Karl F. Storrie ------------------------------------------ Scott D. Rued ------------------------------------------ Carl E. Nelson ------------------------------------------ David J. Huls ------------------------------------------ Judith A. Vijums ------------------------------------------ Dan F. Moorse Dugald K. Campbell, Trustee of The Dugald K. Campbell Annuity Trust III, dated September 1, 1999 By: ____________________________________ Its: Trustee Mary-Louise R. Johnson and her successors in trust, as Trustees of the Mary-Louise R. Johnson 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]