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EXHIBIT 10.16
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of November 30, 2000 (this
"Agreement"), is made by and among X.X. Xxxxxx Automotive Castings, Inc., a
Delaware corporation (the "Company"), Tower Automotive, Inc. ("Tower"), and the
Persons set forth on Schedule A attached hereto (Tower and the Persons set forth
on Schedule A are collectively referred to herein as the "Purchasers"). The
Purchasers will purchase, severally and not jointly, the number of shares of
securities listed on the "Schedule of Purchasers" attached hereto. Except as
otherwise indicated, capitalized terms used herein are defined in Section 8
hereof.
The parties hereto agree as follows:
Section 1. Authorization of Common Stock. The Company will authorize
the issuance and sale to the Purchasers of 14,248.40 shares of Class P Common
Stock, par value $.01 per share (the "Class P Common"), for a purchase price of
$4,211 per share.
Section 2. Purchase and Sale of Common Stock.
2A. Purchase and Sale. The Company will sell to each Purchaser, and,
subject to the terms and conditions set forth herein, each Purchaser will
purchase from the Company the number of shares of Class P Common as set forth
beside such Purchaser's name on the Schedule of Purchasers attached hereto, at
the purchase price per share as set forth in Section 1 above. The sale to and
purchase by each Purchaser of the Class P Common to be purchased by such
Purchaser hereunder will constitute a separate sale and purchase.
2B. The Closing. The closing of (i) the separate sales and purchases of
the Class P Common hereunder and (ii) the Conversion (the "Closing") will take
place at the offices of Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxx 00000 on the date hereof. At the Closing, the Company will deliver to
each Purchaser a certificate or certificates evidencing the number of shares of
Class P Common to be purchased by such Purchaser, registered in the name of the
Purchaser against payment of the purchase price therefor by delivery of a
cashier's or certified check or checks of immediately available funds or by wire
transfer of immediately available funds to a bank account designated by the
Company.
Section 3. Conditions of each Purchaser's Obligation at the Closing.
The obligation of each Purchaser to purchase and pay for the Common Stock to be
purchased by such Purchaser at the Closing is subject to the satisfaction on or
before the Closing of the following conditions:
3A. Representations and Warranties. The representations and warranties
of the Company contained in Section 6 hereof will be true in all material
respects at and as of the Closing
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as though then made, except to the extent of changes caused by transactions
expressly contemplated herein.
3B. Amendment of Certificate of Incorporation. The Company's amended
certificate of incorporation shall have been amended as set forth in Exhibit A
attached hereto, shall be in full force and effect under the laws of the State
of Delaware as of the Closing as so amended and shall have not been further
amended or modified.
3C. Amendment of Credit Agreement. The Company shall have entered into
the First Amendment, dated on or about the date hereof, to the Amended and
Restated Credit Agreement, dated as of October 15, 1999, among the Company,
Automotive Components Investments Limited, X.X. Xxxxxx UK Limited and the
Lenders party thereto (the "Amendment"), and the Amendment shall be in full
force and effect as of the Closing.
3D. Waiver Agreements. Each of Xxxx Xxxxxxx, Xxx Xxxxxxxxx, Xxxxx
Xxxxx, Xxxxx Xxx, Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxxxxx Xxxxxx
shall have entered into a waiver agreement substantially in form and substance
set forth in Exhibit B attached hereto (the "Waiver Agreement"), and each Waiver
Agreement shall be in full force and effect as of the Closing.
3E. Closing Documents. The Company will have delivered to each of the
Purchasers the following documents:
(i) an Officer's Certificate from the Company, dated the date
of the Closing, stating that the conditions specified in Section 1 and
Sections 3A through 3D, inclusive, have been satisfied;
(ii) certified copies of the resolutions duly adopted by the
Company board of directors authorizing the execution, delivery and
performance of this Agreement and each of the transactions contemplated
herein;
(iii) a certified copy of the resolution duly adopted by the
Company's stockholders authorizing the amendment to the Company's
certificate of incorporation referred to in Section 3B above; and
(iv) certified copies of the Amended Certificate of
Incorporation and the Bylaws as in effect at the Closing.
3E. Waiver. Any condition specified in this Section 3 may be waived by
any Purchaser as to such Purchaser. No such waiver will be effective against
such Purchaser unless it is set forth in a writing executed by such Purchaser.
Section 4. Conversion of Tower Note. At the Closing, Tower shall
convert all of the outstanding principal amount ($30,000,000) of the Convertible
Subordinated Promissory Note dated October 15, 1999 (the "Note") into 7,124.1985
shares of Class A-1 Common Stock, par value $.01 per share (the "Class A-1
Common") at a conversion price of $4,211 (the "Conversion"). Such conversion
will be effected at the Closing by the surrender of the Note to the Company and,
upon
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surrender of the Note, the Company will issue and deliver a certificate or
certificates evidencing the Class A-1 Common to Tower.
Section 5. Restrictions on Transfers.
5A. Restrictions. Restricted Securities are transferable pursuant to
(i) public offerings registered under the Securities Act, (ii) Rule 144 of the
Securities and Exchange Commission (or any similar rule then in force) if such
rule is available, and (iii) subject to the conditions specified in Section 5B,
any other legally available means of transfer, including any other exemption
from registration under the Securities Act.
5B. Procedure for Transfer. In connection with the transfer of any
Restricted Securities (other than a transfer referred to in clauses (i) or (ii)
of Section 5A above), the holder thereof will deliver written notice to the
Company describing in reasonable detail the transfer or proposed transfer,
together with an opinion (reasonably satisfactory to the Company) of Xxxxxxxx &
Xxxxx or other counsel which (to the Company's reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such transfer of
Restricted Securities may be effected without registration of such Restricted
Securities under the Securities Act. In addition, if the holder of such
Restricted Securities delivers to the Company an opinion of such counsel to the
effect that no subsequent transfer of such Restricted Securities will require
registration under the Securities Act, the Company will promptly upon such
contemplated transfer deliver new certificates for such Restricted Securities
which do not bear the Securities Act Legend set forth in Section 7A below. If
the Company is not required to deliver new certificates for such Restricted
Securities not bearing such legend, the holder thereof will not transfer the
same until the prospective transferee has confirmed to the Company in writing
its agreement to be bound by the conditions contained in this Section 5B and
Section 7A.
Section 6. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Purchasers that as of the Closing:
6A. Organization, etc. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Company has all requisite corporate power and authority to carry on its
businesses as now conducted and presently proposed to be conducted and to carry
out the transactions contemplated by this Agreement, except where the failure to
have such power and authority would not have a material adverse effect upon the
business or financial condition of the Company.
6B. Capital Stock and Related Matters.
(i) As of the Closing hereunder, (a) the authorized capital
stock of the Company will consist of 20,000 shares of Class A Common
Stock, par value $.01 per share (the "Class A Common"), 10,000 shares
of Class A-1 Common, 5,000 shares of Class A-2 Common Stock, par value
$.01 per share (the "Class A-2 Common"), 30,000 shares of Class B
Common Stock, par value $.01 per share (the "Class B Common"), 20,000
shares of Class C Common Stock, par value $.01 per share (the "Class C
Common"), 15,000 shares of Class D-1 Common Stock, par value $.01 per
share (the "Class D-1 Common"), 15,000 shares of Class D-2 Common
Stock, par value $.01 per share (the "Class D-2 Common"), 20,000 shares
of Class E Common Stock, par value $.01 per share
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(the "Class E Common") and 20,000 shares of Class P Common and (b) the
Company will have issued, and there will be outstanding, 13,276.19886
shares of Class A Common, 7,124.1985 shares of Class A-1 Common, no
shares of Class A-2 Common, 20,659.90688 shares of Class B Common,
5,164.97674 shares of Class C Common, 7,053.5875 shares of Class D-1
Common, 7,313.93511 shares of Class D-2 Common, 3,591.88067 shares of
Class E Common and 14,248.40 shares of Class P Common.
(ii) As of the Closing hereunder, the Company will not have
outstanding any securities convertible or exchangeable for any shares
of its capital stock, nor will it have outstanding any rights,
subscriptions, warrants, agreements, commitments or options to
subscribe for or to purchase any capital stock or any stock or
securities convertible into or exchangeable for any capital stock. As
of the Closing, all of the outstanding shares of the Company's capital
stock will have been duly authorized, and upon payment therefore will
be validly issued and will be fully paid and nonassessable.
6C. Authorization; No Breach. The execution, delivery and performance
of this Agreement and all other agreements and transactions contemplated hereby
and thereby have been duly authorized by the Company. The Agreement constitutes
the valid and binding obligation of the Company enforceable in accordance with
its terms, subject to the availability of equitable remedies and to the laws of
bankruptcy and other similar laws affecting creditors' rights generally. The
execution and delivery by the Company of this Agreement and all other agreements
and instruments contemplated hereby and thereby to be executed by the Company,
including the offering, sale and issuance of the Common Stock hereunder, do not
and will not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a default under, (iii) result in the creation of
any lien, security interest, charge or encumbrance upon the Company's capital
stock or assets pursuant to, (iv) give any third party the right to accelerate
any obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice to or
filing with any court or administrative or governmental body (other than in
connection with certain state and federal securities laws) or any other third
party pursuant to, the Amended Certificate of Incorporation or the Bylaws, or
any law, statute, rule, regulation, instrument, order, judgment or decree to
which the Company is subject or any agreement or instrument to which the Company
is a party, or by which its assets are bound, except where the existence of any
such conflict, breach, default, right to accelerate or violation, or the
creation of any such lien, security interest, charge or encumbrance, or the
failure to obtain, take or make any such authorization, consent, approval,
exemption, other action, notice or filing, could not reasonably be expected to,
individually or in the aggregate, have a material adverse effect on the
financial condition, operating results or assets of the Company and its
Subsidiaries taken as a whole.
Section 7. Purchasers' Representations and Warranties.
7A. Purchaser's Investment Representations. Each Purchaser hereby
represents that it is acquiring the Restricted Securities purchased or otherwise
acquired by such Purchaser hereunder for its own account with the present
intention of holding such securities for investment purposes and that it has no
intention of selling such securities in a public distribution in violation of
federal or state securities laws; provided that nothing contained herein will
prevent the Purchasers and the subsequent holders of such securities from
transferring such securities in compliance with the provisions of Section 5
hereof. Each certificate for Restricted Securities will be conspicuously
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imprinted with a legend substantially in the following form (the "Securities Act
Legend"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON NOVEMBER 30, 2000, AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER
OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE
STOCK PURCHASE AGREEMENT DATED AS OF NOVEMBER 30, 2000, BETWEEN
THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF,
AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH
SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH
RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH
CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF
WITHOUT CHARGE."
Whenever any shares of Common Stock cease to be Restricted Securities and are
not otherwise restricted securities, the holder thereof will be entitled to
receive from the Company, without expense, upon surrender to the Company of the
certificate representing such shares of Common Stock, a new certificate
representing such shares of Common Stock of like tenor but not bearing a legend
of the character set forth above.
7B. Other Representations and Warranties of the Purchasers. Each
Purchaser hereby severally represents and warrants to and covenants and agrees
with, the Company that:
(i) such Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the securities
purchased or otherwise acquired hereunder and has had full access to
such other information concerning the Company as such Purchaser may
have requested and that in making its decision to invest in the
securities being purchased hereunder it is not in any way relying on
the fact that any other person has decided to be a Purchaser hereunder
or to invest in the securities;
(ii) such Purchaser (a) is an "accredited investor" as defined
in Rule 501(a) under the Securities Act or (b) by reason of its
business and financial experience, and the business and financial
experience of those retained by it to advise it with respect to its
investment in the securities being purchased or otherwise acquired
hereunder, it, together with such advisors, has such knowledge,
sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of its prospective
investment in such securities, is able to bear the economic risk of
such investment and, at the present time, is able to afford a complete
loss of such investment; and
(iii) such Purchaser has all requisite power and authority to
enter into, deliver and consummate the transactions contemplated by
this Agreement (including the purchase of the securities to be
purchased or otherwise acquired by such Purchaser hereunder), and such
agreement has been duly authorized, executed and delivered by such
Purchaser and constitutes a valid and binding obligation of such
Purchaser enforceable in accordance with its terms (subject to the
availability of equitable remedies and to the laws of bankruptcy and
other similar laws affecting creditors' rights generally) and, as
applicable, does not violate such Purchaser's charter, by-laws or
other organizational documents.
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Section 8. Definitions.
"Amended Certificate of Incorporation" means the Amended Certificate of
Incorporation of the Company as filed with the Secretary of State of the State
of Delaware on the date hereof.
"Bylaws" means the Bylaws of the company, as such Bylaws may be
modified, amended or amended and restated from time to time.
"Class A-2 Common" means the Company's Class A-2 Common Stock, par
value $.01 per share.
"Common Stock" means the Class A-1 Common and the Class P Common.
"Officer's Certificate" means a certificate signed by any executive
officer of the Company, stating that (i) the person signing such certificate has
made or has caused to be made such investigations as are necessary in order to
permit him to verify the accuracy of the information set forth in such
certificate, and (ii) to the best of such person's knowledge, such certificate
does not misstate any material fact or omit to state any fact necessary to make
the certificate not misleading.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization or a governmental entity or any
department, agency, or political subdivision thereof.
"Restricted Securities" means the Class A-1 Common, Class A-2 Common
and Class P Common issued hereunder or pursuant to the transactions contemplated
herein and any securities issued with respect to such Class A-1 Common, Class
A-2 Common or Class P Common by way of any stock dividend or stock split, or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. As to any particular Restricted Securities, such
securities will cease to be Restricted Securities when they have (a) been
effectively registered under the Securities Act and disposed of in accordance
with the registration statement covering them, (b) become eligible for sale
pursuant to Rule 144 (excluding Rule 144(k)) of the Securities and Exchange
Commission (or any similar rule then in force), or (c) been otherwise
transferred and new securities for them not bearing the Securities Act Legend
set forth in Section 7A have been delivered by the company in accordance with
Section 5B. Whenever any particular securities cease to be Restricted
Securities, the holder thereof will be entitled to receive from the Company,
without expense, new securities of like tenor not bearing a Securities Act
Legend of the character set forth in Section 7A.
"Rule 144" means Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
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"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal law then in force.
"Securities and Exchange Commission" includes any governmental body or
agency succeeding to the functions thereof.
"Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business entity if
such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or
shall be or control any managing director or general partner of such limited
liability company, partnership, association or other business entity.
Section 9. Miscellaneous.
9A. Remedies. The holders of Common Stock acquired hereunder (directly
or indirectly) will have all of the rights and remedies set forth in this
Agreement and the Amended Certificate of Incorporation, and all of the rights
and remedies which such holders have been granted at any time under any other
agreement or contract, and all of the rights and remedies which such holders
have under any law. Any Person having any rights under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages by reason of any breach of any provision of this Agreement, and to
exercise all other rights granted by law.
9B. Amendments and Waivers. Except as otherwise provided herein, any
provision hereof may be amended or waived generally and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of both
the holders of a majority of the Class P Common issued hereunder and the holders
of a majority of the Class A-1 Common issued hereunder. No course of dealing
between the Company and any holder of Common Stock or any delay on the part of
any such holder in exercising any rights hereunder or under any agreement
contemplated hereby or under the Amended Certificate of Incorporation or the
Bylaws will operate as a waiver of any rights of any such holder.
9C. Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by any party in connection
herewith will survive the execution and delivery of this Agreement, regardless
of any investigation made by any Purchaser or on its behalf.
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9D. Successors and Assigns.
(i) Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of
any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of such parties whether so expressed
or not. In addition, and whether or not any express assignment has been
made, the provisions of this Agreement which are for any Purchaser's
benefit as the purchaser or holder of Common Stock are also for the
benefit of and enforceable by any subsequent holder of such Purchaser's
Common Stock.
(ii) If a sale, transfer, assignment or other disposition of
any Common Stock is made in accordance with the provisions of this
Agreement to any Person and such securities remain Restricted
Securities immediately after such disposition, such Person shall, at or
prior to the time such securities are acquired, execute a counterpart
of this Agreement with such modifications thereto as may be necessary
to reflect such acquisition, and such other documents as are necessary
to confirm such Person's agreement to become a party to, and to be
bound by, all covenants, terms and conditions of this Agreement as
theretofore amended.
9E. Severability. Whenever possible, each provision of this Agreement
will 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 under any applicable law or rule in any jurisdiction, such
provision will be ineffective only to the extent of such invalidity, illegality
or unenforceability in such jurisdiction, without invalidating the remainder of
this Agreement in such jurisdiction or any provision hereof in any other
jurisdiction.
9F. Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one and
the same Agreement.
9G. Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
9H. Governing Law. The corporate law of Delaware will govern all issues
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto will be governed by the internal
law, and not the law of conflicts, of New York.
9I. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and shall be delivered personally or by telex or telecopy as described
below or by reputable over night courier, and shall be deemed given on the date
on which such delivery is made. If delivered by telex or telecopy such notices
or communications shall be confirmed by a letter delivered by a reputable
overnight courier service. Notices, demands and communications will be sent to
each Purchaser, at such Purchaser's address as indicated in the books and
records of the Company's transfer agent and registrar and to the Company at the
address indicated below (or at such other address for a party as shall be
specified by such party by notice as provided herein to the other parties):
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Notices to the Company:
X.X. Xxxxxx Automotive Castings, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telecopy: (000) 000-0000
With a copy to:
Xxxxxxxx and Xxxxx
000 X. Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxxx, Esq.
Telecopy: (000) 000-0000
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
X.X. XXXXXX AUTOMOTIVE CASTINGS, INC.
By:
-------------------------------------
Its:
-------------------------------------
TOWER AUTOMOTIVE, INC.
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
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By:
-------------------------------------
Its:
-------------------------------------
NORWEST EQUITY CAPITAL, L.L.C.
By: Itasca NEC, L.L.C., Managing Member
--------------------------------------
By:
--------------------------------------
Member
XXXXX CAPITAL PARTNERS III LIMITED
PARTNERSHIP
By: Xxxxx Capital Partners Management
Company III, L.L.C.
--------------------------------------
Its: General Partner
By:
-------------------------------------
Its:
-------------------------------------
SIGNATURE PAGE TO THE STOCK PURCHASE AGREEMENT
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BCP III AFFILIATES FUND LIMITED PARTNERSHIP
By: Xxxxx Capital Partners Management
Company III, L.L.C.
--------------------------------------
Its: General Partner
By:
-------------------------------------
Its:
-------------------------------------
BCP III SPECIAL AFFILIATES LIMITED
PARTNERSHIP
By: Xxxxx Capital Partners Management
Company III, L.L.C.
--------------------------------------
Its: General Partner
By:
-------------------------------------
Its:
-------------------------------------
BCP II AFFILIATES FUND LIMITED PARTNERSHIP
By: Xxxxxx X. Xxxxx & Co. Incorporated
--------------------------------------
Its: General Partner
By:
-------------------------------------
Its:
-------------------------------------
XXXXX CAPITAL PARTNERS II LIMITED
PARTNERSHIP
By: Xxxxx Capital Partners Management
Company, L.L.C.
--------------------------------------
Its: General Partner
By:
-------------------------------------
Its:
-------------------------------------
WINDWARD/METROPOLITAN, L.L.C.
By:
-------------------------------------
Its:
-------------------------------------
WINDWARD/PARK WACI, L.L.C.
By:
-------------------------------------
Its:
-------------------------------------
CONTINUATION OF SIGNATURE PAGES TO THE STOCK PURCHASE AGREEMENT
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ONEX AMERICAN HOLDINGS, L.L.C.
By:
----------------------------------------
Its:
----------------------------------------
----------------------------------------
X.X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxx
----------------------------------------
Xxxx X. Xxxxxx
CONTINUATION OF SIGNATURE PAGES TO THE STOCK PURCHASE AGREEMENT
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SCHEDULE A
BancAmerica Capital Investors II, L.P.
The Northwestern Mutual Life Insurance Company
Norwest Equity Capital, L.L.C.
BCP II Affiliates Fund Limited Partnership
Xxxxx Capital Partners II Limited Partnership
Xxxxx Capital Partners III Limited Partnership
BCP III Affiliates Fund Limited Partnership
BCP III Special Affiliates Limited Partnership
Onex American Holdings, L.L.C.
Tower Automotive, Inc.
Windward/Metropolitan L.L.C.
Windward/Park WACI, L.L.C.
S.A. Xxxxxxx
Xxxxx X. Xxxx
Xxxx X. Xxxxxx
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SCHEDULE OF PURCHASERS
SHARES OF TOTAL
CLASS P PURCHASE
PURCHASER COMMON STOCK PRICE
-------------------------- --------------- --------------
Onex American Holdings, 6,929.91 $29,181,852.09
L.L.C. and those persons
set forth on Annex A
attached hereto
BancAmerica Capital 981.32 4,132,335.61
Investors II, L.P.
The Northwestern Mutual 1,635.53 6,887,226.23
Life Insurance Company
Norwest Equity Capital, 1,471.98 6,198,503.43
L.L.C.
BCP II Affiliates Fund 43.41 182,817.45
Limited Partnership
Xxxxx Capital Partners 134.69 567,182.55
II Limited Partnership
Xxxxx Capital Partners 354.59 1,493,186.83
III Limited Partnership
BCP III Affiliates Fund 70.92 298,637.37
Limited Partnership
BCP III Special 50.60 213,066.27
Affiliates Limited
Partnership
Windward/Metropolitan 127.90 538,582.92
L.L.C.
Windward/Park WACI, 1,507.08 6,346,330.03
L.L.C.
Tower Automotive, Inc. 691.68 2,912,680.22
X.X. Xxxxxxx 172.76 727,499.00
Xxxxx X. Xxxx 44.92 189,150.00
Xxxx X. Xxxxxx 31.10 130,950.00
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TOTAL 14,248.40 $60,000,000.00
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ANNEX A
ONEX PURCHASERS
SHARES OF TOTAL
CLASS P PURCHASE
PURCHASER COMMON STOCK PRICE
-------------------------- --------------- --------------
Onex American Holdings, 6,554.52 $27,601,086.92
L.L.C.
Onex Advisor LLC 267.22 1,125,263.93
1170809 Ontario Inc. 11.63 48,973.88
1170810 Ontario Inc. 17.23 72,555.05
1170812 Ontario Inc. 28.78 121,192.10
1170698 Ontario Inc. 6.49 27,329.06
1301449 Ontario Inc. 4.68 19,707.41
1352536 Ontario Inc. 3.91 16,464.94
1376654 Ontario Inc. 9.03 38,024.88
1376653 Ontario Inc. 1.76 7,410.91
1170821 Ontario Inc. 8.76 36,888.00
Kyzalea Company 5.68 23,918.00
1170697 Ontario Inc. 4.97 20,929.00
1170819 Ontario Inc. 4.97 20,929.00
1352537 Ontario Inc. 0.28 1,179.00
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TOTAL 6,929.91 $29,181,852.09
