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Exhibit 10.14
SECOND AMENDMENT TO
AT HOLDINGS CORPORATION
1994 STOCKHOLDERS' AGREEMENT
THIS SECOND AMENDMENT TO AT HOLDINGS CORPORATION 1994 STOCKHOLDERS'
AGREEMENT (this "Second Amendment"), dated as of July 18, 1997, is made by and
among AT Holdings Corporation, a Delaware corporation (the "Corporation"),
Argo-Tech Corporation (HBP), a Delaware corporation and formerly known as
Argo-Tech Corporation ("Old Argo-Tech"), Argo-Tech Corporation, a Delaware
corporation formerly known as Argo-Holdings, Inc. ("Argo-Tech"), YC
International, Inc., a California corporation ("Yamada"), Yamada Corporation, a
Japanese corporation ("Yamada Corporation"), AT Holdings LLC, a Nevada limited
liability company ("ATLLC"), Sunhorizon International, Inc., a California
corporation ("Sunhorizon") (individually, ATLLC, Yamada and Sunhorizon are
sometimes hereinafter referred to as an "Investor Stockholder" and,
collectively, they are sometimes hereinafter referred to as the "Investor
Stockholders"); the persons signing this Second Amendment designated on Schedule
A hereto as the Management Stockholders (individually, a "Management
Stockholder" and, collectively, the "Management Stockholders"); and the persons
signing this Second Amendment designated on Schedule A hereto as the Outside
Directors (individually, an "Outside Director" and, collectively, the "Outside
Directors").
Key Trust Company of Ohio, N.A. (which was substituted for Society
National Bank, a national banking association pursuant to Ohio Revised Code
1109.02) in its capacity as Trustee (the "Trustee") under the Argo-Tech
Corporation Employee Stock Ownership Plan and Trust Agreement (the "Argo-Tech
ESOP"), which is the owner of shares of Class A Common Stock of the Corporation,
has entered into a separate supplemental stockholders' agreement, as amended,
with the Corporation and Argo-Tech in the form annexed hereto as Exhibit 2.10A.
The Trustee is third party beneficiary of the terms and provisions of this
Second Amendment. As used herein, the Investor Stockholders, the Management
Stockholders, the Outside Directors, and the Trustee are treated and referred to
herein as different categories of common stockholders of the Corporation.
RECITALS
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A. The Corporation, Old Argo-Tech, Yamada Corporation, the Investor
Stockholders (excluding ATLLC), the Management Stockholders and the Outside
Directors (collectively, the "Stockholders") entered into that certain AT
Holdings Corporation 1994 Stockholders' Agreement, dated as of May 17, 1994 (the
"Stockholders' Agreement");
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B. The Stockholders' Agreement was amended effective May 1, 1997 to,
among other things, reflect ATLLC's acquisition from Yamada of certain shares of
common stock of the Corporation and ATLLC's assumption of certain rights of
Yamada under the Stockholders' Agreement (the "First Amendment"); and
C. The Stockholders have agreed to amend the Stockholders' Agreement
to reflect Argo-Tech's restructuring of its subsidiaries.
NOW, THEREFORE, in consideration of the premises and the terms and
conditions herein contained, the parties hereto hereby agree as follows:
AGREEMENT
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SECTION 1
DEFINITIONS
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1.1 CERTAIN DEFINITIONS. Unless otherwise defined herein, all
capitalized terms used herein have the meanings given
to them in the Stockholders' Agreement.
SECTION 2
AMENDMENTS TO STOCKHOLDERS' AGREEMENT
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2.1 DEFINITIONS. Article I of the Stockholders' Agreement is hereby
amended and supplemented by the addition of the following definitions in proper
alphabetical order, which read as follows:
"Argo-Tech Corporation (Aftermarket)" means Argo-Tech Corporation
(Aftermarket), a Delaware corporation and a wholly-owned subsidiary of
Argo-Tech.
"Argo-Tech Corporation (OEM)" means Argo-Tech Corporation (OEM), a
Delaware corporation and a wholly-owned subsidiary of Argo-Tech.
"Old Argo-Tech" means Argo-Tech Corporation (HBP), a Delaware
corporation formerly known as Argo-Tech Corporation.
"Operating Subsidiaries" means, collectively, Old Argo-Tech,
Argo-Tech Corporation (Aftermarket) and Argo-Tech Corporation (OEM).
2.2 AMENDED PROVISIONS. The following sections of the Stockholders'
Agreement are hereby amended as follows:
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(a) Section 1.08 is amended by the insertion of "or any of the
Operating Subsidiaries" after "Argo-Tech" in lines fifteen and twenty
thereof.
(b) Section 1.11 is amended and restated in its entirety to read as
follows:
"Section 1.11. "Argo-Tech" means Argo-Tech Corporation, a
Delaware corporation formerly known as Argo-Holdings, Inc."
(c) Section 1.46 is amended by insertion of "Old" before "Argo-Tech"
in lines six, eight and eleven thereof.
(d) Section 1.56 is amended by the insertion of ", together with the
Operating Subsidiaries," after "Argo-Tech" in line sixteen thereof.
(e) Section 1.59 is amended by insertion of "Old" before "Argo-Tech"
in line six thereof.
(f) Section 1.60 is amended by the insertion of "Old" before
"Argo-Tech" in line four thereof and by adding the following sentence at
the end thereof: "Old Argo-Tech's obligations hereunder were assumed by
Argo-Tech effective July 18, 1997."
(g) Section 1.60.1 is amended by the insertion of "any Operating
Subsidiary" after "Corporation," in line three thereof.
(h) Section 1.75 is amended by the insertion of "or the Operating
Subsidiaries" after "Argo-Tech" in lines three and six thereof.
(i) Section 1.81 is amended by the deletion of "Argo-Tech
Corporation" from the fourth and fifth lines thereof and the substitution
of "Old Argo-Tech" in its place.
(j) Section 1.91 (xiii) is amended by the insertion of "or any
Operating Subsidiary" after "Argo-Tech" in line four thereof.
(k) Section 1.113 is amended by the insertion of "Old" before
"Argo-Tech" in lines three and five thereof.
(l) Section 1.115 is amended by the insertion of "Old" before
"Argo-Tech" in lines two and six thereof.
(m) Section 1.143 is amended by insertion of "Old" before "Argo-Tech"
in lines three and seven thereof.
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(n) Section 1.144 is amended by insertion of "Old" before "Argo-Tech"
in line four thereof.
(o) Section 2.01 is amended by the deletion of the "Restated" from the
third line thereof and the insertion after "Agreement" in line five thereof
of the following: "and the by-laws of each Operating Subsidiary shall be as
set forth in Exhibits 2.01C, 2.01D and 2.01E, respectively, to this
Agreement".
(p) Section 2.02 is amended by the insertion after "Agreement" in line
six thereof of the following: "and the Certificate of Incorporation of each
Operating Subsidiary shall be as set forth in Exhibits 2.02C, 2.02D and
2.02E, respectively, to this Agreement".
(q) Section 2.06(d) is amended by the insertion of "or any of its
Operating Subsidiaries" after "Argo-Tech" in lines four and ten thereof.
(r) Section 2.06(e) is amended by (i) insertion of "or any Operating
Subsidiary" after "Argo-Tech" in line eleven thereof, (ii) deletion of
"Argo-Tech employees" from lines fifteen and sixteen thereof and the
substitution of "employees of Argo-Tech or the Operating Subsidiaries" in
its place, and (iii) insertion of "and its Operating Subsidiaries" after
"Argo-Tech" in line twenty-six thereof.
(s) Section 2.08(e) is amended by insertion of "or any of the
Operation Subsidiaries" after "Argo-Tech" in lines sixteen and eighteen
thereof.
(t) Section 4.02(a)(i) is amended by the insertion of "Old" before
"Argo-Tech" in line twenty-six thereof.
(u) Section 4.02(a)(ii) is amended by (i) insertion of "or any of the
Operating Subsidiaries" after "Argo-Tech" in lines seven, eight, ten,
twenty-two, twenty-five and thirty thereof, and (ii) insertion of "of
Argo-Tech and its Operating Subsidiaries, taken as a whole," after "assets"
in line fourteen thereof.
(v) Section 4.02(a)(iii) is amended by insertion of "or any of its
Operating Subsidiaries" after "Argo-Tech" in lines fifteen, sixteen and
eighteen thereof and after "Corporation" in line twenty thereof.
(w) Section 4.02(a)(iv) is amended by insertion of (i) "or any of the
Operating Subsidiaries'" after "Argo-Tech's" in lines two and ten thereof,
(ii) "or Operating
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Subsidiaries" after "Argo-Tech" in line fifteen thereof, and (iii) "Old"
before "Argo-Tech" in line thirty-two thereof.
(x) Section 4.02(c) is amended by insertion of "of Argo-Tech and the
Operating Subsidiaries, taken as a whole" after "assets" in line eleven
thereof.
(y) Section 9.07 is amended by insertion of "or any of the Operating
Subsidiaries" after "Argo-Tech" in lines seven, twenty-two and twenty-three
thereof.
(z) Section 11.02(a) is amended by insertion of "or any of the
Operating Subsidiaries" after "Argo-Tech" in line thirty thereof.
(aa) Section 12.13 is amended by the insertion of "and the Operating
Subsidiaries" after "Argo-Tech" in line six thereof.
(bb) Section 12.14(a) is amended by the insertion of "or any of the
Operating Subsidiaries" after "Argo-Tech" in lines four (twice) and five
thereof.
(cc) Section 12.14(b) is amended by the insertion of "or any of the
Operating Subsidiaries" after "Argo-Tech" in line two of clause (ii) and
line three of clause (iii) thereof.
(dd) Section 12.18 is amended by the insertion of "or any of the
Operating Subsidiaries" after "Argo-Tech" in line fourteen thereof.
(ee) Section 12.24 is amended by (i) the insertion of", Old Argo-Tech"
after "Argo-Tech" in line seven thereof and (ii) the deletion of "either"
from the eighth line thereof and the substitution of "any such" in its
place.
2.3 AMENDED EXHIBITS.
(a) The Restated By-Laws of Argo-Tech Corporation (now known as
Argo-Tech Corporation (HBP)) attached to the Stockholders' Agreement as
Exhibit 2.01A are hereby deleted and replaced by the By-Laws of Argo-Tech
Corporation (formerly known as Argo-Holdings, Inc.) attached hereto as
Exhibit A and the By-laws of Argo-Tech Corporation (Aftermarket), Argo-Tech
Corporation (OEM) and Argo-Tech Corporation (HBP) are attached hereto as
Exhibits B, C and D, respectively.
(b) The Restated Certificate of Incorporation of Argo-Tech
Corporation (now known as Argo-Tech Corporation (HBP))
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attached to the Stockholders' Agreement as Exhibit 2.02A is hereby deleted
and replaced by the Certificate of Incorporation of Argo-Tech Corporation
(formerly known as Argo-Holdings, Inc.) attached hereto as Exhibit E and
the Certificates of Incorporation of Argo-Tech Corporation (Aftermarket),
Argo-Tech Corporation (OEM) and Argo-Tech Corporation (HBP) are attached
hereto as Exhibits F, G and H, respectively.
SECTION 3
MISCELLANEOUS
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3.1 EFFECT OF SECOND AMENDMENT. Except as specifically provided
herein, this Second Amendment does not in any way waive, amend, modify, affect
or impair the terms and conditions of the Stockholders' Agreement and all terms
and conditions of the Stockholders' Agreement are to remain in full force and
effect unless otherwise specifically amended, waived or changed pursuant to this
Second Amendment.
On and after the date hereof, each reference in the Stockholders'
Agreement to "this Agreement", "hereunder," "hereof," "herein" or words of like
import referring to the Stockholders' Agreement shall mean and be a reference to
the Stockholders' Agreement as amended by the First Amendment and the Second
Amendment.
This Second Amendment constitutes the entire agreement among the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, representations or other
arrangements, whether express or implied, written or oral, of the parties in
connection therewith except to the extent expressly incorporated or specifically
referred to herein.
3.2 COUNTERPARTS. This Second 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.
3.3 GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the Corporation has caused this Second Amendment
to be executed and delivered in its name by
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officers duly authorized thereunto, and the other parties hereto have caused
this Agreement to be duly executed and delivered, all of the foregoing as of the
day and year first above written.
AT HOLDINGS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ARGO-TECH CORPORATION (HBP)
(formerly known as Argo-Tech
Corporation)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ARGO-TECH CORPORATION
(formerly known as
Argo-Holdings, Inc.)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Treasurer
YC INTERNATIONAL INC.
By: /s/ ▇. ▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇
Title:
YAMADA CORPORATION
By: /s/ ▇. ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇
Title:
AT HOLDINGS LLC
By: /s/ ▇. ▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇
Title:
SUNHORIZON INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title:
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MANAGEMENT STOCKHOLDERS:
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/s/ R. E. ▇▇▇▇▇▇▇▇
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R. E. ▇▇▇▇▇▇▇▇
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/s/ P. A. Sklad
By:_________________________
P. A. Sklad
/s/ F. S. St. Clair
By:_________________________
F. S. St. Clair
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By:_________________________
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/s/ Y. Fujiki
By:_________________________
Y. Fujiki
OUTSIDE DIRECTORS
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By:_________________________
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/s/ Y. Fujiki
By:_________________________
Y. Fujiki
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