Amendment No. 2 to Registration Agreement and Joinder and Rights Agreement among J.L. French Automotive Castings, Inc., Stockholders, and Purchasers

Summary

This agreement, dated December 27, 2002, amends the existing Registration Agreement between J.L. French Automotive Castings, Inc., its stockholders, and new institutional investors (Purchasers). It updates certain terms, including definitions and deadlines, and adds the Purchasers as parties to the Registration Agreement, granting them the same rights and obligations as original investors. The amendment ensures that the Registration Agreement remains effective, except as specifically modified, and clarifies how future changes require consent from all key parties.

EX-10.8 10 c73372exv10w8.txt AMENDMENT NO. 2 TO REGISTRATION AGREEMENT EXHIBIT 10.8 [EXECUTION] AMENDMENT NO. 2 TO REGISTRATION AGREEMENT AND JOINDER AND RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO REGISTRATION AGREEMENT AND JOINDER AND RIGHTS AGREEMENT (this "Agreement") is made as of December 27, 2002, by and among J.L. French Automotive Castings, Inc., a Delaware corporation (the "Company"), the stockholders listed on the signature pages hereto (the "Stockholders"), and the institutional investors listed on the signature pages hereto (the "Purchasers"). As of April 21, 1999, the Company and certain of the Company's stockholders entered into a registration rights agreement, as amended by that certain Amendment No. 1 to Registration Agreement dated November 30, 2000 (as amended from time to time in accordance with its terms, the "Registration Agreement"). On the date hereof, the Company and the Purchasers entered into a Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which the Purchasers purchased one or more warrants to purchase 4,041,458 shares of the Company's Class Q-1 Common Stock par value $.01 per share (together with any warrants issued in exchange therefor or transfer thereof, the "Warrants"). In connection with the issuance of the Warrants, the parties to this Agreement desire (i) to amend the Registration Agreement and (ii) that each Purchaser becomes a party to the Registration Agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Amendment of Registration Agreement. (a) Subsection 1(a) of the Registration Agreement is hereby amended by deleting "consummation of a Qualified Public Offering" where it appears in the second sentence thereof and substituting "earlier to occur of (i) the consummation of an Initial Public Offering and (ii) December 27, 2006" therefor. (b) Subsection 1(b) of the Registration Agreement is hereby amended by deleting "consummation of a Qualified Public Offering" where it appears in the first sentence thereof and substituting "earlier to occur of (i) consummation of an Initial Public Offering and (ii) December 27, 2006" therefor. (c) Subsection 9(j) of the Registration Agreement is hereby amended by deleting the definition of "Registrable Securities" contained therein in its entirety and by substituting the following therefor: "Registrable Securities" means (i) any Class A Common, Class B Common, Class C Common, Class D-1 Common, Class D-2 Common and Class E Common issued pursuant to the Recapitalization Agreement, (ii) any Class A-1 Common, Class A-2 Common, Class P Common, Class Q-1 Common and Class Q-2 Common, (iii) any of the Company's common stock issued or issuable with respect to securities referred to in clause (i) or (ii) above by way of a stock dividend or stock split, conversion or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iv) any other shares of the Company's common stock held by Persons holding securities described in clauses (i), (ii) or (iii) above (other than any such shares which have been previously distributed pursuant to a Public Sale). As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have been distributed to the public pursuant to a Public Sale. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion, exchange or exercise in connection with a transfer of securities or otherwise (including upon exercise of any Warrants) but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. (d) Subsection 9(p) of the Registration Agreement is hereby amended by deleting the definition of "Warrant" in its entirety and substituting the following therefor: "Warrants" means the warrants issued pursuant to the Securities Purchase Agreement, dated as of December 27, 2002 by and between J.L. French Automotive Castings, Inc. and the institutional investors named therein, together with any securities issued in exchange therefor or on transfer thereof, all as amended, modified and supplemented from time to time. (e) Section 9 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. "Initial Public Offering" means the sale in an initial underwritten public offering of the Company's equity securities under the Securities Act." (f) Subsection 10(d) of the Registration Agreement is hereby amended by adding thereto the following sentence, which shall be inserted as the penultimate sentence of such section: "To the extent that any amendment or waiver of this Agreement disproportionately and adversely affects the rights of the holders of Warrant Registrable Securities relative to the rights of the holders of any class of Registrable Securities, the prior written consent of the holders of at least a majority of the Warrant Registrable Securities shall be required to effect such amendment or waiver." 2. Addition of the Purchaser to the Registration Agreement. The parties hereto agree that, by and upon execution of this Agreement, each of the Purchasers shall be a party to the Registration Agreement and each shall be considered an "Investor" and a holder of "Warrant Registrable Securities" thereunder and shall be entitled to the rights and benefits and subject to 2 the duties and obligations of an Investor and a holder of Warrant Registrable Securities thereunder, as fully as if such Purchaser were an original signatory thereto in such capacities. 3. Continuing Effect. Except as modified by this Agreement, the Registration Agreement shall continue and remain in full force and effect in accordance with their terms. 4. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 5. Consent to Amendments. The provisions of this Agreement may be amended, modified, or waived only with the prior written consent of the Company, the Stockholders and the Purchasers; provided that no such amendment, modification, waiver shall in any way be construed to constitute an amendment, modification, or waiver of the Registration Agreement, which agreement may only be amended, modified, or waived in accordance with the provisions thereof. 6. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. 7. Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. 8. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and the Purchaser and their respective successors and assigns, whether so expressed or not. 9. Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Except as otherwise expressly provided herein, reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words "include" or "including" in this Agreement shall be by way of example rather than by limitation. The use of 3 the words "or," "either" or "any" shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 10. Delivery by Facsimile. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense. * * * * * 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date 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 [Continuation of Signature Page to Amendment No. 2 to Registration Agreement and Joinder and Rights 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. 2 to Registration Agreement and Joinder and Rights 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. 2 to Registration Agreement and Joinder and Rights 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: ____________________________________ [Continuation of Signature Page to Amendment No. 2 to Registration Agreement and Joinder and Rights Agreement] JOHN HANCOCK LIFE INSURANCE COMPANY By: ____________________________________ Its: ____________________________________ INVESTORS PARTNER LIFE INSURANCE COMPANY By: ____________________________________ Its: ____________________________________ JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY By: ____________________________________ Its: ____________________________________ JOHN HANCOCK INSURANCE COMPANY OF VERMONT By: ____________________________________ Its: ____________________________________ HANCOCK MEZZANINE PARTNERS II, L.P. By: Hancock Mezzanine Investments II LLC, its General Partner By: John Hancock Life Insurance Company, as Investment Manager By: ____________________________________ Its: ____________________________________ SIGNATURE 5 L.P. By: John Hancock Life Insurance Company, as Portfolio Advisor By: ____________________________________ Its: ____________________________________ WINFIELD CAPITAL CORP. By: ____________________________________ Its: ____________________________________ QDRF MASTER LTD. By: QDRA LLC Its: Advisor By: ____________________________________ Its: ____________________________________ [Continuation of Signature Page to Amendment No. 2 to Registration Agreement and Joinder and Rights Agreement] GENERAL ELECTRIC CAPITAL CORPORATION By: ____________________________________ Its: ____________________________________ SPRUGOS - FRENCH, LLC By: Howard Hughes Medical Institute, Sole Member and Manager By: ____________________________________ Nestor V. Santiago Its: Vice President and Chief Investment Officer HY II INVESTMENTS, L.L.C., a Delaware limited liability company By: ____________________________________ Its: ____________________________________ STONEHILL INSTITUTIONAL PARTNERS, L.P. By: ____________________________________ Wayne Teetsel Its: General Partner STONEHILL OFFSHORE PARTNERS LIMITED By Stonehill Advisers LLC By: ____________________________________ Wayne Teetsel Managing Member INGALLS & SNYDER VENTURE PARTNERS, L.P. By: ____________________________________ Thomas O. Boucher Jr. Its: General Partner [Continuation of Signature Page to Amendment No. 2 to Registration Agreement and Joinder and Rights Agreement] Sankaty High Yield Partners II, L.P. By: ____________________________________ Its: ____________________________________ Sankaty High Yield Partners III, L.P. By: ____________________________________ Its: ____________________________________ Great Point CLO 1999-1, Ltd. By: Sankaty Advisors, its collateral manager By: ____________________________________ Its: ____________________________________ Race Point CLO, Limited By: Sankaty Advisors, its collateral manager By: ____________________________________ Its: ____________________________________ Sankaty Credit Opportunities, L.P. By: ____________________________________ Its: ____________________________________ JLF/AR-I LLC By: ____________________________________ Its: ____________________________________ [Continuation of Signature Page to Amendment No. 2 to Registration Agreement and Joinder and Rights Agreement]