Exhibit 10.3
FIRST AMENDMENT
TO
STOCKHOLDERS AGREEMENT
by and among
MCII HOLDINGS (USA), INC.
XXXXXX XXXXXXXXXX & XXXX FUND III L.P.
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
CO-INVESTMENT MERCHANT FUND 3, L.L.C.
CONSORCIO G GRUPO XXXX, S.A. de C.V.
and
XXXXXX XXXXX XXXXXX
dated as of
July 16, 1999
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (hereinafter referred to
as this "First Amendment"), dated as of July 16, 1999, by and among MCII
Holdings (USA), Inc., a Delaware corporation ("MCII Holdings"), Xxxxxx
Xxxxxxxxxx & Xxxx Fund III L.P., a Delaware limited partnership ("JLL"),
CIBC WG Argosy Merchant Fund 2, L.L.C. ("CIBC Argosy"), Co-Investment Merchant
Fund 3, L.L.C. ("CMF"), Consorcio G Grupo Xxxx, S.A. de C.V., a corporation
organized under the laws of the United Mexican States ("Xxxx") and Xxxxxx
Xxxxx Xxxxxx.
WHEREAS, MCII Holdings, JLL, CIBC Argosy, CMF, Xxxx and Xxxxxx Xxxxx
Xxxxxx entered into a Stockholders Agreement dated as of June 16, 1999 (the
"Agreement"); and
WHEREAS, MCII Holdings, JLL, CIBC Argosy, CMF, Xxxx and Xxxxxx Xxxxx
Xxxxxx desire to amend the Agreement upon the terms and subject to the
conditions set forth herein; and
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the
Agreement.
ARTICLE II
AMENDMENT TO ARTICLE IV OF THE AGREEMENT
Section 2.1 AMENDMENT TO SECTION 4.04 OF THE AGREEMENT. The last
sentence of Section 4.04 of the Agreement is hereby amended in its entirety
to read as follows:
"Notwithstanding the foregoing, the provisions of this Section
4.04 shall not apply to the Transfer by JLL of a maximum of 10,000 Shares to
Coaches, LLC which shall occur within sixty days of the date hereof."
ARTICLE III
AMENDMENT TO ARTICLE VII OF THE AGREEMENT
Section 3.1 AMENDMENT TO SECTION 7.14 OF THE AGREEMENT. Section 7.14
of the Agreement is hereby amended and restated in its entirety to read as
follows:
"The parties acknowledge and agree that JLL intends to Transfer up to
a maximum of 10,000 Shares (the "JLL Transferred Shares") to Coaches, LLC
within sixty days of the date hereof. The parties agree that, following such
Transfer, the provisions of Sections 4.04, 4.05, 4.06, Article V and Section
6.01 shall apply to the JLL Transferred Shares and the holders thereof as if
such Shares continued to be owned by JLL."
ARTICLE IV
MISCELLANEOUS
Section 4.1 AMENDMENT. All references in the Agreement (and in the
other agreements, documents and instruments entered into in connection
therewith) to the "Agreement" shall be deemed for all purposes to refer to
the Agreement, as amended by this First Amendment.
Section 4.2 LIMITED EFFECT. Except as expressly modified herein, the
Agreement shall continue to be, and shall remain, in full force and effect
and the valid and binding obligation of the parties thereto in accordance
with its terms.
Section 4.3 COUNTERPARTS. This First Amendment may be executed in
two or more counterparts, each of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have been
signed by each of the parties and delivered to the other parties.
2
Section 4.4 GOVERNING LAW. This First Amendment shall be governed by
and construed in accordance with the laws of the State of Delaware without
regard to the principles of conflicts of law thereof.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed as of the date first written above.
MCII HOLDINGS (USA), INC.
By:
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
XXXXXX XXXXXXXXXX & XXXX FUND III, L.P.
By: JLL ASSOCIATES III, LLC,
its General Partner
By:
-------------------------------------
Xxxxxxx X. Xxxxxxxx
Managing Member
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By:
-------------------------------------
Xxx Xxxxxx, authorized signatory
CO-INVESTMENT MERCHANT FUND 3, LLC
By:
-------------------------------------
Xxx Xxxxxx, authorized signatory
CONSORCIO G GRUPO XXXX, S.A. de C.V.
By:
------------------------------------
Name: Xxxxxx Xxxxx Xxxxxx
Title: President
-----------------------------------
XXXXXX XXXXX XXXXXX
