Exhibit 4.3
INVESTOR STOCKHOLDERS AGREEMENT
This Investor Stockholders Agreement is made as of June 16, 2005 among
Mid-Western Aircraft Systems Holdings, Inc., a Delaware corporation (the
"COMPANY"), Onex Partners LP, a Delaware limited partnership ("ONEX PARTNERS"),
the Stockholders listed on the signature pages of this Agreement and such other
Stockholders of the Company as may, from time to time, become parties to this
Agreement in accordance with the provisions hereof.
Upon consummation of the transactions contemplated by the Asset
Purchase Agreement, dated as of February 22, 2005, between the Company and The
Boeing Company, a Delaware corporation, with respect to the acquisition of the
assets comprising the Business (as defined therein) and of certain related
transactions to be consummated concurrently therewith (the "CLOSING"), Onex
Partners and certain other Stockholders will own or may hereafter acquire
certain Shares. The Company, the Onex Investors and certain other Stockholders
are parties to a Registration Agreement (the "REGISTRATION AGREEMENT"), also
dated as of the date hereof.
All of the Stockholders desire to enter into this Agreement for the
purpose of regulating certain aspects of the Stockholders' relationships with
one another and with the Company and in order to provide for the stability of
the Company.
The parties, intending to be legally bound hereby, agree as follows:
ARTICLE 1
Certain Definitions
1.1 Certain Definitions. When used in this Agreement the following
terms shall have the respective meanings shown:
"AFFILIATE" means, with respect to any Person, (a) any director or
executive officer of such Person, (b) any spouse, parent, sibling, descendant or
trust for the exclusive benefit of such Person or his or her spouse, parent,
sibling or descendant (or the spouse, parent, sibling or descendant of any
director or executive officer of such Person), and (c) any other Person that,
directly or indirectly, controls or is controlled by or is under common control
with such Person. For the purpose of this definition, (i) "control" (including
with correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, status as a general partner, or by contract or otherwise and (ii)
Onex Corporation shall be deemed to control any Person controlled by Xxxxxx X.
Xxxxxxxx so long as Xx. Xxxxxxxx controls Onex Corporation.
"APPROVED SALE" has the meaning set forth in Section 5.2(a).
"BOARD" means the board of directors of the Company.
"BUSINESS DAY" means any day which is neither a Saturday or Sunday nor
a legal holiday on which banks are authorized or required to be closed in New
York City.
"CALL EVENT" has the meaning set forth in Section 5.3(a).
"CALL NOTICE" has the meaning set forth in Section 5.3(a).
"CALL PRICE" means the most recent value per Share as determined by
the Board prior to the date of the applicable Call Event for purposes of the
Company's short-term incentive plan; provided that, if the Company has not
adopted a short-term incentive plan, the "Call Price" shall be the fair market
value per Share as determined by the Board in good faith without regard to
minority discounts.
"CREDIT AGREEMENT" has the meaning set forth in Section 5.3(c).
"EXEMPT TRANSFER" means (i) any Transfer to or among the Onex
Investors and (ii) any Transfer by an Onex Investor within 180 days following
the date hereof to one or more institutional co-investors, provided in each case
that each such transferee (if not already a party to this Agreement) shall have
agreed in writing to become a party to this Agreement.
"FORMER MANAGEMENT HOLDER" has the meaning set forth in Section
5.3(a).
"INITIAL CALL PERIOD" has the meaning set forth in Section 5.3(a).
"MAJORITY ONEX INVESTORS" means Onex Investors holding, in the
aggregate, a majority of the Shares held by all Onex Investors.
"MANAGEMENT INVESTOR" means Xxxxxxx X. Xxxxxx and any other individual
employed by the Company or any subsidiary of the Company at the time he or she
becomes a party to this Agreement, in each case for so long as such individual
is employed by the Company or any subsidiary of the Company.
"ONEX CORPORATION" means Onex Corporation, an Ontario corporation.
"ONEX INVESTOR" means Onex Partners, Onex Corporation or any Affiliate
of Onex Partners or Onex Corporation that is a holder of Shares or other equity
interests of the Company, including, for purposes of this Agreement, (a) any
Person which has granted to Onex Partners, Onex Corporation or any of their
respective Affiliates the right to vote or dispose of such Person's Shares,
other than pursuant to this Agreement, and (b) any employee, officer or director
of Onex Corporation.
"OTHER INVESTOR" means any holder of Shares that is or becomes a party
to this Agreement other than (a) the Onex Investors and (b) the transferees of
the Onex Investors that acquire all of the Shares held by the Onex Investors as
of the date hereof.
"PERSON" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization or a government or any department or agency thereof.
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"PUBLIC OFFERING" means a public offering and sale of capital stock of
the Company pursuant to an effective registration statement under the Securities
Act.
"PUBLIC SALE" means any sale of Shares pursuant to a Public Offering
or to the public through a broker or dealer or to a market maker pursuant to the
provisions of Rule 144 (or any similar provision then in force) adopted under
the Securities Act.
"QUALIFIED PUBLIC OFFERING" means the sale in one or more underwritten
Public Offerings of at least 20% of the equity interests in the Company
outstanding immediately after giving effect to the most recent such offering.
"SALE OF THE COMPANY" means any transaction pursuant to which
Person(s) other than the Company's existing Stockholders as of the date hereof
and their respective Affiliates acquire (a) capital stock of the Company
possessing the voting power under normal circumstances to elect a majority of
the Board (whether by merger, consolidation, recapitalization, reorganization or
sale or transfer of the Company's equity interests or otherwise) or (b) all or
substantially all of the Company's assets (determined on a consolidated basis).
"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.
"SHARES" means (a) the shares of the Company's Class A Common Stock,
par value $0.01 per share, Class B Common Stock, par value $0.01 per share, and
any other capital stock of the Company purchased, issued to or otherwise
acquired by any Stockholder, including Shares acquired upon the exercise of any
warrant, option or other convertible security, and (b) any equity securities
issued or issuable, directly or indirectly, with respect to the securities
referred to in clause (a) by way of dividend or unit split, exchange or
conversion, or in connection with a combination of Shares, recapitalization,
merger, consolidation or other reorganization. As to any particular equity
interests constituting Shares, such Shares will continue to be Shares subject to
this Agreement in the hands of any holder of such Shares (other than purchasers
pursuant to a Public Sale).
"STOCKHOLDER" means any holder of Shares that is or becomes a party to
this Agreement.
"STOCKHOLDER REPRESENTATIVE" has the meaning set forth in Section
4.3(a).
"SUBORDINATE OBLIGATION" has the meaning set forth in Section 5.3(c)
"SUBSEQUENT CALL PERIOD" has the meaning set forth in Section 5.3(b).
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ARTICLE 2
Board of Directors of the Company
2.1 Board of Directors.
(a) Each of the Stockholders will vote all of its Shares, and the
Company will take all necessary or desirable action within its control, in order
to cause the election to the Board of such individuals as may be designated from
time to time by the Majority Onex Investors.
(b) The provisions of this Article 2 will terminate automatically upon
the earlier to occur of (i) a Sale of the Company or (ii) a Qualified Public
Offering.
ARTICLE 3
Covenants of the Company and Other Matters
3.1 Financial Information. So long as a Stockholder owns any Shares,
the Company shall furnish or otherwise make available to such Stockholder the
following:
(a) as promptly as practicable, and in any event within 90 days after
the end of each fiscal year of the Company, copies of the audited annual
consolidated financial statements of the Company and its subsidiaries, including
a consolidated balance sheet of the Company and its subsidiaries as at the end
of such fiscal year, consolidated statements of income and of cash flow of the
Company and its subsidiaries for such fiscal year and the related notes thereto,
and stating in comparative form the figures as of the end of and for the
previous fiscal year, accompanied by an audit report thereon by a firm of
independent certified public accountants of national recognition; and
(b) as promptly as practicable, and in any event within 45 days after
the end of each fiscal quarter of the Company, copies of the unaudited quarterly
consolidated financial statements of the Company, including a consolidated
balance sheet of the Company and its subsidiaries as at the end of such fiscal
quarter, and consolidated statements of income and of cash flow of the Company
and its subsidiaries for such fiscal quarter and year to date period, and
stating in comparative form the figures as of the end of and for the
corresponding fiscal quarter and year to date period in the previous fiscal
year; provided, that such statements need not cover periods prior to the date
hereof.
The Board may require that Other Investors execute a confidentiality
agreement acceptable to the Board as a condition to the receipt of the financial
information set forth in this Sections 3.1, but such confidentiality agreement
shall not apply to any financial information made publicly available by the
Company in connection with or following a Public Offering.
(c) The provisions of this Section 3.1 will terminate automatically
(i) with respect to all Stockholders upon the earlier to occur of (1) a Sale of
the Company or (2) a Qualified Public Offering and (ii) with respect to any
Stockholder who is or was at any time during the term of this Agreement a
Management Investor, at such time when such Stockholder ceases to be deemed a
Management Investor hereunder.
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ARTICLE 4
Restrictions on Transfer of Shares
4.1 Transfer of Stockholder Shares. Without the written consent of the
Company and Onex Partners, no Other Investor shall sell, transfer, assign,
pledge, exchange or otherwise dispose of (a "TRANSFER") any interest in Shares
held by an Other Investor except pursuant to the provisions of this Article 4,
Article 5 or pursuant to a Public Sale.
4.2 Permitted Transfers.
(a) The restrictions contained in this Article 4 shall not apply with
respect to (i) any Transfer of Shares by any Stockholder to or among its
Affiliates, or (ii) any Transfer of Shares by any Stockholder to any other
Stockholder; provided, that the restrictions contained in this Article 4 shall
continue to be applicable to the Shares after any such Transfer and provided
further that each transferee of such Shares shall have agreed in writing to
become a party to this Agreement. Any Management Investor transferring Shares
pursuant to this Section 4.2(a)(i) shall remain the "STOCKHOLDER REPRESENTATIVE"
with respect to all such transferred Shares and shall be responsible for the
giving and receipt of all consents, notices and other communication between the
Company and the other Stockholders, on the one hand, and the transferee(s) of
such Shares, on the other hand.
(b) The provisions of this Article 4 shall terminate automatically
upon the earlier to occur of (i) a Sale of the Company and (ii) a Qualified
Public Offering.
(c) In the case of any Transfer pursuant to Section 4.2(a)(i), a
transferee may at any time, and shall forthwith in the event that such
transferee ceases to be an Affiliate of the transferor, transfer back to such
transferor all of the Shares held by it.
ARTICLE 5
Tag-Along, Drag-Along and Put/Call Rights
5.1 Tag-Along Right.
(a) At least 20 days prior to any Transfer (other than an Exempt
Transfer) by any Onex Investor of 10% or more of the aggregate number of Shares
owned by the Onex Investor as of the date of this Agreement in a single
transaction or series of related transactions (the "INITIATING STOCKHOLDER"),
such Initiating Stockholder shall deliver a written notice (the "SALE NOTICE")
to each Other Investor, specifying the identity of the prospective purchaser(s),
the number of Shares to be transferred, the price per Share to be paid for such
Shares, and, in reasonable detail, the other terms and conditions of the
Transfer. Each of such Other Investor may elect to participate in the
contemplated Transfer at the same price per share and on the same terms by
delivering written notice to the Initiating Stockholder within ten days after
delivery of the Sale Notice (each such electing Other Investor is a
"PARTICIPATING STOCKHOLDER"). Each Participating Stockholder will be entitled
and obligated to sell in the contemplated Transfer, at the price per Share and
on the same terms and conditions, a number of Shares equal to such Participating
Stockholder's Tag-Along Percentage (as defined below) of the number of Shares
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proposed to be transferred by the Initiating Stockholder and the number of
Shares to be transferred by the Initiating Stockholder in such contemplated
Transfer shall be reduced by the number of Shares to be transferred by the
Participating Stockholders (unless the Initiating Stockholder purchases such
Shares directly from the Participating Stockholders pursuant to Section 5.1(b)),
simultaneously with and conditioned upon the closing of the sale by the
Initiating Stockholder. However, the contemplated Transfer may provide for
payment in securities, or a combination of cash and securities, to all
Stockholders that are accredited investors within the meaning of Regulation D
under the Securities Act and in cash to Stockholders that are not accredited
investors or may provide Stockholders that are accredited investors with the
option to receive Securities, or a combination of cash and securities, or cash
while Stockholders that are not accredited investors receive cash. The
Initiating Stockholder may abandon the contemplated Transfer at any time prior
to its closing without any liability or obligation under this Section 5.1. A
Participating Stockholder's "TAG-ALONG PERCENTAGE" is the quotient obtained by
dividing (i) the number of Shares owned by such Participating Stockholder at the
time of such Transfer, by (ii) the sum of the aggregate number of Shares owned
by the Stockholders at the time of such Transfer (including the Initiating
Stockholder) and, without duplication, all other holders having co-sale rights
with respect to such Transfer.
(b) The Initiating Stockholder shall effect the participation of the
Participating Stockholders in the contemplated Transfer by either (i) obtaining
the agreement of the prospective purchaser(s) to purchase from the Participating
Stockholders the Shares which the Participating Stockholders are entitled to
sell to such prospective purchaser(s) pursuant to Section 5.1(a) or (ii)
purchasing the number of Shares from the Participating Stockholders which the
Participating Stockholders would have been entitled to sell to the prospective
purchaser(s) pursuant to Section 5.1(a) at the same price per Share and on the
same terms and conditions at which such Participating Stockholders are entitled
otherwise to sell such Shares to the prospective purchaser(s) pursuant to
Section 5.1(a), in either case simultaneously with and conditioned upon the
closing of the proposed Transfer.
(c) The Participating Stockholders will use their best efforts to
cooperate in the proposed Transfer and will take all necessary and desirable
actions in connection with the consummation of the proposed Transfer as are
reasonably requested by the Initiating Stockholder, including, but not limited
to, entry into agreements and provision of representations, warranties and
indemnification; provided, that no Participating Stockholder shall be required
to enter into substantively different agreements or provide substantively
different representations and warranties or indemnification than the Initiating
Stockholder and each Participating Stockholder's obligations thereunder shall be
several and, other than with respect to the Participating Stockholder's
representations, warranties and indemnification relating to title to his/her/its
Shares, encumbrances on such Shares and his/her/its status and authority to
consummate the contemplated Transfer, limited to the proceeds received by such
Stockholder in connection with such proposed Transfer.
(d) Prior to transferring its Shares pursuant to this Section 5.1, the
Initiating Stockholder shall cause the prospective purchaser(s) to agree in
writing to become a party to this Agreement.
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(e) The provisions of this Section 5.1 shall not apply to any Public
Sale, to any Transfer in connection with a Sale of the Company or to any Exempt
Transfer.
5.2 Drag-Along Right.
(a) Subject to Section 5.2(b), if the Majority Onex Investors approve
a sale (other than an Exempt Transfer) of: (i) 20% or more of the outstanding
Shares or (ii) all or substantially all of the assets of the Company (each an
"APPROVED SALE"), whether by way of merger, consolidation, sale of stock or
assets, or otherwise, all Stockholders shall consent to and raise no objections
against the Approved Sale, and if the Approved Sale is structured as (A) a
merger or consolidation of the Company or a subsidiary, or a sale of all or
substantially all of the assets of the Company or a subsidiary, each Stockholder
shall waive any dissenters rights, appraisal rights or similar rights in
connection with such merger, consolidation or asset sale, or (B) a sale of 20%
or more of the outstanding Shares, each Stockholder shall agree to sell
his/her/its respective Drag-Along Percentage (as defined below) of the Shares
which are the subject of the Approved Sale, on the same terms and conditions as
applicable to the Shares being sold by the Onex Investor in such Approved Sale.
The Stockholders will use their best efforts to cooperate in the Approved Sale
and will take all necessary and desirable actions in connection with the
consummation of the Approved Sale as are reasonably requested by the Majority
Onex Investors, including, but not limited to, entry into agreements and
provision of representations, warranties and indemnification, provided, that no
Stockholder shall be required to enter into substantively different agreements
or provide substantively different representations and warranties or
indemnification than any other Stockholder and each Stockholder's obligations
thereunder shall be several and limited to the proceeds received by such
Stockholder in connection with such Approved Sale. A Stockholder's "DRAG-ALONG
PERCENTAGE" is the product obtained by multiplying (i) the total number of
Shares owned by such Stockholder at the time of the Approved Sale by (ii) the
quotient obtained by dividing (x) the total number of Shares being Transferred
in the Approved Sale by the Onex Investors by (y) the total number of Shares
owned by the Onex Investors at the time of the Approved Sale.
(b) The obligations of the Stockholders with respect to the Approved
Sale are subject to the satisfaction of the following conditions: (i) upon the
consummation of the Approved Sale, all of the Stockholders will receive the same
form and per Share amount of consideration for their Shares as all other
Stockholders, or if any Stockholders are given an option as to the form and
amount of consideration to be received, all Stockholders must be given the same
option (except that the Approved Sale may provide for payment in securities, or
a combination of cash and securities, to all Stockholders that are accredited
investors within the meaning of Regulation D under the Securities Act and in
cash to Stockholders that are not accredited investors or may provide
Stockholders that are accredited investors with the option to receive
securities, or a combination of cash and securities, or cash while Stockholders
that are not accredited investors receive cash); and (ii) if the Approved Sale
includes a sale to a Person that is an Onex Investor or an Affiliate of an Onex
Investor, the holders of a majority of the Shares held by the Other Investors
may request that an appraisal of the fair market value of the securities to be
sold and/or received (based on the fair market value of all of the Company's
outstanding capital stock, without regard to any control premium or liquidity or
minority discount) by the Other Investors in connection with such Approved Sale
be made by an investment banking firm of national recognition mutually agreeable
to such parties, and it shall
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be a condition to the consummation of such Approved Sale to an Onex Investor or
an Affiliate of an Onex Investor that such Person pay as consideration to the
Other Investors the fair market value as determined pursuant to such appraisal
(if such appraisal results in a valuation greater than the valuation of the
consideration proposed to be delivered in connection with such Approved Sale,
the Company shall pay the costs of such appraisal, otherwise the requesting
Stockholders shall pay such costs).
(c) If the proposed Approved Sale involves the receipt by Stockholders
of securities for which Section 4(2) of the Securities Act of 1933 or Rule 506
(or any similar rule then in effect) promulgated by the Securities and Exchange
Commission may be available with respect to such negotiation or transaction
(including a merger, consolidation or other reorganization), the Stockholders
will, at the request of the Majority Onex Investors, and to the extent required
to comply with Regulation D, appoint a purchaser representative (as such term is
defined in Rule 501) reasonably acceptable to the Majority Onex Investor. If any
Stockholder appoints the purchaser representative designated by the Majority
Onex Investors, the Company will pay the fees of such purchaser representative,
but if any Stockholder declines to appoint the purchaser representative
designated by the Majority Onex Investors, such holder will appoint another
purchaser representative (reasonably acceptable to the Majority Onex Investors),
and such holder will be responsible for the fees of the purchaser representative
so appointed.
5.3 Call Rights on Former Management Holders' Shares.
(a) If the employment of any Management Investor (a "FORMER MANAGEMENT
HOLDER") with the Company or any subsidiary of the Company shall terminate for
any reason, (the "CALL EVENT"), then the Company shall have the right to require
such Former Management Investor (or, in the case of death or permanent
disability, such Former Management Investor's executor, personal representative
or legal representative) to sell, by delivery of a written notice (the "CALL
NOTICE") to such Former Management Investor (or, in the case of death or
permanent disability, such Former Management Investor's executor, personal
representative or legal representative) within 180 days after the date of the
Call Event (the "INITIAL CALL PERIOD"), and such Former Management Investor (or,
in the case of death or permanent disability, such Former Management Investor's
executor, personal representative or legal representative) shall be required to
sell, all of the Shares then held by such Former Management Holder (including
any Shares then held by an Affiliate of such Former Management Holder pursuant
to a Transfer under Section 4.2(a)(i)) at a price per Share equal to the Call
Price.
(b) If at any time, a Former Management Holder acquires an interest in
additional Shares (whether through his/her participation any of the Company's
equity incentive plans or otherwise) after the expiration of the Initial Call
Period, then the Company shall have the right to require such Former Management
Investor (or, in the case of death or permanent disability, such Former
Management Investor's executor, personal representative or legal representative)
to sell, by delivery of Call Notice to such Former Management Investor (or, in
the case of death or permanent disability, such Former Management Investor's
executor, personal representative or legal representative) within 90 days after
the date of such acquisition (a "SUBSEQUENT CALL PERIOD"), and such Former
Management Investor (or, in the case of death or permanent disability, such
Former Management Investor's executor, personal representative or legal
representative) shall be required to sell, all of the Shares then held by such
Former
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Management Holder (including any Shares then held by an Affiliate of such Former
Management Holder pursuant to a Transfer under Section 4.2(a)(i)) at a price per
Share equal to the Call Price.
(c) The closing of any purchase of Shares by the Company pursuant to
this Section 5.3 shall take place at the principal office of the Company within
15 days after the expiration of the Call Period or Subsequent Call Period, as
applicable, as the Company shall specify to such Former Management Investor (or,
in the case of death or permanent disability, such Former Management Investor's
executor, personal representative or legal representative) in writing. At such
closing, such Former Management Investor (or, in the case of death or permanent
disability, such Former Management Investor's executor, personal representative
or legal representative) shall deliver to the Company certificates and/or other
instruments representing, together with stock or other appropriate powers duly
endorsed with respect to, the Shares, free and clear of all liens, encumbrances
or other restrictions (other than pursuant to securities laws or this
Agreement), against payment by the Company of the purchase price for the Shares
in cash (by delivery of a certified check payable to such Former Management
Investor (or, in the case of death, such Former Management Investor's estate)).
Notwithstanding the foregoing, if the payment of all or any portion of the
purchase price is not permitted to be made at the closing by the terms any
credit agreement(s) relating to the Company's senior debt (collectively, the
"CREDIT AGREEMENT"), or the payment would cause a Default or an Event of Default
(as such terms are defined in any Credit Agreement), then that portion of the
purchase price shall instead become a subordinated obligation of the Company (a
"SUBORDINATE OBLIGATION"); the Subordinate Obligation shall not be payable
during the continuance of a Default or an Event of Default (as defined in any
Credit Agreement) or if such payment would not otherwise be permitted by any
Credit Agreement or would result in a Default or an Event of Default (as defined
under any Credit Agreement). The Subordinate Obligation shall be payable on the
earlier to occur of (i) one day after the closing date of a complete refinancing
of the Company's senior debt and (ii) receipt by the Company of the written
approval of its senior lenders to pay the principal and interest on the
obligation in full. The Subordinate Obligation shall accrue interest at the
weighted average rate applicable from time to time on the Company's senior debt.
The Company shall pre-pay the amount of any Subordinate Obligation, together
with accrued and unpaid interest, as and when it is permitted to do so without
Default (as defined) or creating an Event of Default (as defined) under any
Credit Agreement, provided, that if there is more than one Subordinate
Obligation outstanding, the Company shall make pre-payments on each Subordinate
Obligation in the proportion that the outstanding amount thereof (including
accrued and unpaid interest) bears to the aggregate outstanding Subordinate
Obligations (including accrued and unpaid interest).
(d) If and to the extent the Company does not deliver a Call Notice
within the Call Period or Subsequent Call Period, as applicable, or if the
purchase of all Shares subject to the Call Notice does not occur at the
scheduled closing date through the fault of the Company, then the Company's
right to purchase such Shares pursuant to this Section 5.3 shall terminate.
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ARTICLE 6
Preemptive Rights
6.1 Grant of Preemptive Right. Subject to Section 6.6, if the Company
authorizes the issuance or sale of any Shares or securities convertible into or
exercisable for Shares (together, the "PARTICIPATION SECURITIES") to any Onex
Investor or Affiliate of Onex Investor (other than the Company or any subsidiary
of the Company), the Company shall, on the terms and conditions of this Article
6, offer to each of the Other Investors the right to purchase or subscribe for
up to an aggregate number of Participation Securities equal to the product
obtained by multiplying (i) the total number of Participation Securities to be
issued or sold by the Company, by (ii) a fraction, the numerator of which is the
aggregate number of Shares held by such Other Investor, and the denominator of
which is the aggregate number of Shares outstanding, in each case, determined as
of the date of the Preemptive Notice. For the purpose of this Article 6,
"STOCKHOLDER PARTICIPATION SECURITIES" means, with respect to any Other Investor
in connection with any proposed issuance or sale of Participation Securities,
that number of Participation Securities as to which such Other Investor is
entitled to exercise preemptive rights hereunder, calculated under the
immediately preceding sentence. However, the Company may elect not to extend
preemptive rights to any Other Investor that is not an "accredited investor"
within the meaning of Regulation D under the Securities Act or whose
participation in the offering would, in the reasonable judgment of the Company,
require registration or qualification under any federal, state or foreign
securities law and if it does so the Persons so excluded shall not be an "Other
Investor" for any purpose under this Article 6.
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6.2 Delivery of Preemptive Notice. If the Company proposes to issue or
sell any Participation Securities in a transaction giving rise to the preemptive
rights provided for in this Article 6, subject to Section 6.4, the Company shall
send a written notice (the "PREEMPTIVE NOTICE") to each Other Investor at least
ten Business Days before the proposed date of such issuance or sale, setting
forth (a) the type and, if not Shares, the terms and conditions of the
Participation Securities, (b) the number of Participation Securities that the
Company proposes to sell or issue, (c) the price (before any commission or
discount) at which such Participation Securities are proposed to be issued or
sold (or, in the case of an offering in which the price is not known at the time
the Preemptive Notice is given, the method of determining such price and an
estimate thereof), (d) the other material terms of the transaction, and (e) the
aggregate number of Stockholder Participation Securities which may be purchased
by such Other Investor (determined under Section 6.1).
6.3 Delivery of Exercise Notice; Waiver of Preemptive Right. At any
time within the ten Business Days following the date the Company delivers the
Preemptive Notice, an Other Investor may exercise the preemptive rights provided
under this Article 6 by delivering notice to the Company (an "EXERCISE NOTICE")
exercising such Other Investor's preemptive rights as to all, but not less than
all, of its Stockholder Participation Securities. If any Other Investor does not
deliver a timely Exercise Notice, such Other Investor shall be deemed to have
irrevocably waived the preemptive rights provided by this Article 6 with respect
to all such Stockholder Participation Securities that are the subject of the
Preemptive Notice, and the Company shall be permitted to issue such Other
Investor's Stockholder Participation Securities free from the preemptive rights
provided under this Article 6.
6.4 Terms of Issuance of Sale of Participation Securities.
(a) Subject to Section 6.4(b), (c) and (d) below, the purchase of, or
subscription for Participation Securities by the Other Investors who exercise
preemptive rights under this Article 6, shall be at the same price and on the
same terms and conditions, including the date of sale or issuance, as are
applicable to the proposed issuance or sale by the Company of the Participation
Securities to any Onex Investor or Affiliate of an Onex Investor.
(b) If the Company determines in good faith that the delay occasioned
by complying with the procedures contemplated by this Article 6 would be
prejudicial to the Company or its financial condition or business and
operations, then the Company may before delivering the Preemptive Notice or
after delivering the Preemptive Notice (but in such case before observing the
time periods and other procedures set forth in this Article 6), (i) issue or
sell all or any part of the Participation Securities to any Onex Investor or
Affiliate of Onex Investor without issuing or selling all or any part of the
Stockholder Participation Securities of some or all of the Other Investors to
any such Other Investors or (ii) issue or sell all or any part of the
Participation Securities to any Onex Investor or Affiliate of an Onex Investor
and also issue to any Onex Investor or Affiliate of an Onex Investor all or any
part of the Stockholder Participation Securities of some or all of the Other
Investors.
If the Company elects to issue Participation Securities to any Onex
Investor or Affiliate of an Onex Investor under this Section 6.4(b) before it
delivers a Preemptive Notice, then the Company shall deliver the Preemptive
Notice to each Other Investor no later than ten
11
Business Days after the date on which the Participation Securities are issued or
sold to the Onex Investor or Affiliate of an Onex Investor. If at the time any
Other Investor delivers a timely Exercise Notice in accordance with Section 6.3,
the Company has not yet issued or sold the Stockholder Participation Securities
that such Other Investor is entitled to purchase hereunder to an Onex Investor
or Affiliate of an Onex Investor, then such unissued Stockholder Participation
Securities shall be issued or sold by the Company to such Other Investor as
promptly as practicable, but in no event later than five Business Days following
the date of delivery of the Exercise Notice, at the same price, and on the same
terms and conditions, as were applicable to the issuance or sale of
Participation Securities to any Onex Investor or Affiliate of an Onex Investor.
(c) If, at the time an Other Investor delivers a timely Exercise
Notice in accordance with Section 6.3, the Company has issued or sold some or
all of the Stockholder Participation Securities that such Other Investor is
entitled to purchase hereunder to any Onex Investor or Affiliate of an Onex
Investor, then any such Stockholder Participation Securities shall be sold by an
Onex Investor or Affiliate of an Onex Investor to such Other Investor as
promptly as is practicable, but in no event later than five Business Days
following the date of delivery of the Exercise Notice, at a price per
Participation Security equal to the price paid by an Onex Investor or Affiliate
of an Onex Investor therefor, plus interest on such amount from the date of
purchase by an Onex Investor or Affiliate of an Onex Investor through the date
of sale to the Other Investor, at a rate per annum equal to the then-effective
prime rate, as announced by Citibank N.A. At the closing of any such sale by an
Onex Investor or Affiliate of an Onex Investor, such Persons shall deliver to
the Other Investor certificates representing the Stockholder Participation
Securities to be conveyed, duly endorsed or accompanied by stock powers executed
in blank, against payment of the purchase price therefor calculated hereunder.
(d) If Participation Securities issued or sold by the Company consist
of multiple types or classes of securities, then the Other Investors who elect
to exercise their preemptive right shall purchase such types or classes of
securities in the same relative proportions as do Onex Investors or Affiliates
of Onex Investors. Further, if any Participation Securities to be issued or sold
by the Company are to be issued or sold by the Company as part of a unit that
includes, or otherwise together with other securities (including debt
securities) of the Company that are not Participation Securities ("OTHER
SECURITIES"), then any Other Investor exercising preemptive rights provided
under this Article 6 must in connection therewith also purchase such Other
Securities of the Company that are part of such unit or otherwise being issued
or sold by the Company together with the Participation Securities, and the
definitions of "PARTICIPATION SECURITIES" and "STOCKHOLDER PARTICIPATION
SECURITIES" shall for all purposes of this Article 6 be deemed to include any
such Other Securities of the Company.
6.5 Sale by Company Absent Exercise of Preemptive Right. If, with
respect to any issuance or sale of Participation Securities in connection with
which the Company has delivered Preemptive Notices, no Other Investor has
delivered a timely Exercise Notice covering some or all Stockholder
Participation Securities that are the subject of such Preemptive Notices, the
Company shall, unless the Company has already done so in reliance on Section
6.4(b), have 120 days following the expiration of the ten Business Day period
following the date of delivery of the Preemptive Notice in which to sell all or
any part of those Stockholder Participation
12
Securities which Stockholders have not so elected to purchase to any Person or
entity, including, but not limited to, any Onex Investor.
6.6 Termination; Securities Excluded from Preemptive Right. The
provisions of this Article 6 will terminate automatically upon the earlier to
occur of (a) a Sale of the Company or (b) a Qualified Public Offering and shall
not apply to such a Sale of the Company or Qualified Public Offering. The
provisions of this Article 6 shall not apply to (i) Participation Securities
issued in connection with a pro rata stock dividend, stock split or
recapitalization or the like, (ii) Participation Securities issued upon exercise
or conversion of any option, warrant or other securities convertible into or
exercisable for Shares, (iii) Participation Securities issued in a Public Sale,
whether or not any Onex Investor participates in such Public Sale, or (iv)
Participation Securities issued in any transaction or series of related
transactions in which less than 20% of the Participation Securities to be issued
are purchased by Onex Investors.
ARTICLE 7
Transfers of Shares
7.1 Transfers in Accordance with this Agreement. The Company may
refuse to register any Transfer of Shares on its transfer books if such Transfer
is not in accordance with this Agreement and state and federal securities laws.
7.2 Legending of Shares Certificates. The Shares may be
uncertificated. All certificates representing Shares held by any Person subject
to this Agreement (and by any permitted or required transferees who are bound by
or subject to this Agreement) shall bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD
(WITHIN THE MEANING OF SUCH ACT) IN THE ABSENCE OF REGISTRATION UNDER
SUCH ACT OR AN EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND
CERTAIN RESTRICTIONS ON THE VOTING OF SUCH SECURITIES CONTAINED IN THE
INVESTOR STOCKHOLDERS AGREEMENT, DATED AS OF JUNE 16, 2005, AMONG THE
ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S
STOCKHOLDERS. A COPY OF SUCH INVESTOR STOCKHOLDERS AGREEMENT WILL BE
FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
WRITTEN REQUEST.
13
7.3 Default of Delivery.
(a) In the event that any Stockholder, the Company, or any
Stockholder's transferees or assignees (each, a "REQUIRING PARTY") have the
right to acquire Shares from any other Stockholder or the right to require any
such other Stockholder to sell its Shares to any other Person, pursuant to the
terms of this Agreement (such selling Stockholder hereinafter referred to as the
"TRANSFEROR" and such Requiring Party or any other Person to whom the Transferor
is required to transfer Shares, as applicable, hereinafter referred to as the
"TRANSFEREE") and the Transferor is not present at the closing, or is present
but for any reason fails to produce and deliver to the Transferee the
certificates or other instruments representing any of the Shares being
transferred, then the cash purchase price, as and when payable, may be deposited
into a bank account in the name of the Company and any other consideration
permitted or required to be delivered in satisfaction of the purchase price
shall be deposited with the Company. Such deposits shall constitute valid and
effective payment to the Transferor of the purchase price for the Shares being
transferred notwithstanding the fact that the Transferor may have voluntarily
attempted to encumber or dispose of any of the Shares contrary to the terms
hereof, or that one or more certificates or other evidences of ownership of such
Shares may have been delivered to any other Person. From and after the date of
such deposits (even though the stock certificates in the name of the Transferor
have not been delivered to the Transferee), the purchase by and transfer of the
Shares to the Transferee shall be deemed to have been fully completed and all
right, title, benefit and interest of the Transferor in and to all such Shares,
both at law and in equity, shall be conclusively deemed to have been transferred
and assigned to and become vested in the Transferee and the Transferee will have
the right to request that the Company enter the transfer into the Unit register
and the Company shall be entitled to so enter the transfer.
(b) Where the Transferee has made a deposit in accordance with
subsection (a), the Transferor shall be entitled to receive the cash purchase
price of the Shares so deposited with the Company's bankers, and to receive any
other consideration deposited with the Company. Upon delivery to the Company of
(i) the certificates or other instruments representing the Shares duly endorsed
for transfer and (ii) any other document required to be delivered by the
Transferor at closing, including, without limitation, the release or discharge
of any encumbrance relating to the Shares and stock transfer stamps, if
necessary.
ARTICLE 8
Miscellaneous
8.1 Voting Agreement and Appointment of Proxy.
(a) The Other Investors shall at all times vote their Shares (to the
extent they are entitled to vote the same) as specifically provided herein or,
if not so provided, in the same manner as the Shares held by the Majority Onex
Investors are voted, on the election of directors and on all other matters which
are submitted to a vote (or consent in lieu of voting) of the Company's
Stockholders and on which such Shares are entitled to vote. To the extent
permitted by law and for all purposes of this Agreement, each Other Investor, by
its execution of this Agreement, hereby irrevocably constitutes and appoints
Onex Partners and such other Persons as may from time to time be designated by
the Majority Onex Investors, its proxy with full power
14
of substitution to vote all of its Shares at any meeting of Stockholders of the
Company, or to give consent in lieu of voting on the election of directors and
on any matter which is submitted for a vote or consent to the Stockholders and
on which such Shares are entitled to vote, provided, that such Shares are voted
or consent is given with respect to it as specifically provided herein, or if
not so provided, in the same manner as the Shares held by the Majority Onex
Investors. The proxies and powers granted by the Other Investors pursuant to
this Section 8.1 are coupled with an interest.
(b) Each Stockholder represents that it has not granted and is not a
party to any proxy, voting trust or other agreement which is inconsistent with
or conflicts with the provisions of this Agreement, and no such holder of Shares
shall grant any proxy or become party to any voting trust or other agreement
which is inconsistent with or conflicts with the provisions of this Agreement.
(c) The voting agreement set forth in this Section 8.1 shall terminate
automatically upon the earlier to occur of (i) a Sale of the Company or (ii) a
Qualified Public Offering.
8.2 Stock Certificates. The Company shall be permitted to hold stock
certificates representing Shares issued to Other Investors as custodian for such
Other Investors, including, without limitation, for purposes of consummating
transactions permitted or required by this Agreement.
8.3 Termination of Agreement. Unless otherwise provided herein, this
Agreement shall terminate and be of no further force or effect upon the earliest
to occur of (i) a Sale of the Company, (ii) the third anniversary of a Qualified
Public Offering or (iii) the mutual written agreement to terminate this
Agreement by the Majority Onex Investors, on the one hand, and the Holders
(other than the Onex Investors) holding a majority of the then outstanding
Shares, on the other hand.
8.4 Notices. All notices, consents and other communications required
or permitted to be given under or by reason of this Agreement shall be in
writing, shall be delivered personally or by e-mail or telecopy as described
below or by reputable overnight courier, and shall be deemed given on the date
on which such delivery is made, provided, that any such delivery made on a day
that is not a Business Day, or that is made after 5:00 p.m. on a Business Day,
shall be deemed to be given on the following Business Day. If delivered by
e-mail or telecopy, such notices or communications shall be confirmed by a
registered or certified letter (return receipt requested), postage prepaid. Any
such delivery shall be addressed to the intended recipient at the following
addresses (or at such other address for a party as shall be specified by such
party by like notice to the other parties):
If to the Company or an Onex Investor: c/o Onex Investment Corp.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxx and Xxxxx Xxxxxx
Fax: (000) 000-0000
E-mail: xxxxxxx@xxxx.xxx
15
xxxxxxx@xxxx.xxx
with copies to: Onex American Holdings II LLC
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxx
Fax: (000) 000-0000
E-Mail: xxxxx@xxxx.xxx
and Xxxx Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
E-mail: xxxxxxxxxxx@xxxxxxxxxxx.xxx
If to any Other Investor at such Other Investor's address as set forth
on such Other Investor's signature page hereto.
If to any other Person which becomes a party to this Agreement in
accordance with the terms hereof, at the address for delivery of notices or
communications given to all other parties by such party at such time.
8.5 Interpretation. In this Agreement, unless a contrary intention
appears, (a) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision, (b) the words "include," "includes" or
"including" shall be deemed to be followed by the words "without limitation,"
(c) reference to any Article or Section means such Article or Section hereof,
(d) words of any gender shall be deemed to include each other gender, and (e)
words using the singular or plural number shall also include the plural or
singular number, respectively. No provision of this Agreement shall be
interpreted or construed against any party hereto solely because such party or
its legal representative drafted such provision.
8.6 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
Agreement.
8.7 Governing Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of Delaware without regard to
conflicts of laws principles which would result in the application of the laws
of another jurisdiction.
8.8 Time. Time shall be of the essence of this Agreement.
8.9 Severability. If any provision of this Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
16
8.10 Jurisdiction. The parties hereby irrevocably and unconditionally
consent to submit to the exclusive jurisdiction of the courts of the State of
Delaware and the United States District Court for the District of Delaware for
any actions, suits or proceedings arising out of or relating to this agreement
and the transactions contemplated hereby (and agree not to commence any action,
suit or proceeding relating thereto except in such courts). The parties hereby
irrevocably and unconditionally waive any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in the courts of the State of Delaware and the United States
District Court from the District of Delaware, and hereby further irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient forum.
8.11 Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
8.12 Assignment. This Agreement shall be binding upon the parties
hereto, all Stockholders and, to the extent expressly provided elsewhere in this
Agreement, their respective permitted transferees and assigns (other than
purchasers of equity securities pursuant to a Public Sale), together with in
each case all successors, heirs, executors and administrators thereof, and shall
inure to the benefit of the parties hereto, all Stockholders and, to the extent
expressly provided elsewhere in this Agreement, assigns of the Stockholders,
together, in each case, with all successors, heirs, executors and administrators
thereof. Except as otherwise provided herein, no party may assign any of its
rights or delegate any of its duties under this Agreement.
8.13 Amendment and Waiver. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement will be
effective unless such modification, amendment or waiver is approved in writing
by the Company, the Majority Onex Investors and Other Investors holding a
majority of the Shares held by all Other Investors, provided, that a
modification, amendment or waiver of Section 4.2(b) as to any Other Investor may
be authorized by such Other Investor and the Board. The failure of a party to
insist upon strict adherence to any term of this Agreement on any occasion shall
not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this Agreement.
No purported waiver shall be effective unless in writing. The waiver by any
party of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent or other breach.
8.14 Remedies. The parties shall be entitled to enforce their rights
under this Agreement specifically to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights existing in
their favor. The parties hereto agree and acknowledge that money damages may not
be an adequate remedy for any breach of the provisions of this Agreement and
that any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance and/or temporary, preliminary or
permanent injunctive relief (without posting a bond or other security) in order
to enforce or prevent any violation of the provisions of this Agreement.
17
8.15 Counterparts; Joinder. This Agreement may be executed in
counterparts, each of which shall be considered an original, but all of which
together shall constitute one and the same instrument. Additional Persons may
become parties to this Agreement in accordance with the provisions of this
Agreement or with the consent of the Company and the Majority Onex Investors, in
either case by executing and delivering to the Company a joinder agreement.
8.16 Complete Agreement. This Agreement, the documents expressly
referred to herein (including the Registration Agreement) and other documents of
even date herewith embody the complete agreement and understanding among the
parties and supersede and preempt any prior understanding, agreements or
representations by or among the parties, written or oral, that may be related to
the subject matter hereof in any way.
[Signature Pages Follows]
18
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto, all as of the date first written above.
MID-WESTERN AIRCRAFT SYSTEMS
HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
ONEX PARTNERS LP
By: Onex Partners GP LP,
its General Partner
By: Onex Partners Manager LP, its Agent
By: Onex Partners Manager GP Inc.,
its General Partner
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
----------------------------------
Title: Managing Director
---------------------------------
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Name: Xxxxxx X. Xxxx
----------------------------------
Title: Vice President
---------------------------------
19
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: V.P. Human Resources
Address for Notice:
0000 X/X 000xx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxx
---------------------------
Name: Xxxxxxx X. Xxxx
Title: VP GM PSS
Address for Notice:
0000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
2
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: VP-GM 787
Address for Notice:
0000 Xxxx Xxxxxxxx
Xxxxxxx, XX 00000
3
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ X.X. Xxxxxxxx
---------------------------
Name: X.X. Xxxxxxxx
Title: SR VP Finance & Controller
Address for Notice:
00000 Xxxxxxxxxxx
Xxxxxxx, XX 00000
4
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President/General Mgr.
Address for Notice:
0000 X. Xxxxx Xxx
Xxxxxx Xxxxx, XX 00000
5
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: VP/GM, Spares/MRO & Aftermarket
Support Business Unit
Address for Notice:
00 Xxxxxxxxx Xx.
Xxxxx, XX 00000
6
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: V.P. H.R. & Admin.
Address for Notice:
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
7
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Ex. V.P./CHF. Optg. Officer
Address for Notice:
---------------------------
---------------------------
8
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxx
Title: EVP & CFO
Address for Notice:
---------------------------
---------------------------
9
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name:
Title: President/CEO
Address for Notice:
0000 X. Xxxxxxxxx Xxx.
Xxxxxxx, XX 00000
10
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director, 787 Fuselage
Manufacturing
Address for Notice:
000 X. Xxxxxxxx
Xxxxxxx, XX 00000
11
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: VP, Communications & Public
Affairs Mid-Western Aircraft
Systems, Inc.
Address for Notice:
000 X. 00xx Xxxxxxx
Xxxxxxx, XX 00000
12
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxx X. Xxxxx
---------------------------
Name:
Title:
Address for Notice:
0000 XX Xxxxx Xxxx
Xxxxxxx, XX 00000
13
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxx
---------------------------
Name: Xxxxx X. Xxxx
Title: VP Supply Chain Management
Address for Notice:
0000 Xxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
14
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------
Name: Xxx X. Xxxxxxxx
Title: VP - Quality and Process
Improvement
Address for Notice:
00000 XX 000xx Xx.
Xxxx Xxxx, Xxxxxx 00000
15
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxxx
Title: VP/GM Fuselage Structures
Address for Notice:
000 Xxxx Xxxx
Xxxxxxx, XX 00000
16
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx Xxxxx
------------------
Name: Xxxxx Xxxxx
Title: Director of General Fabrication
Address for Notice:
Xxxxx Xxxxx
XX Xxx 000
Xxxxx, XX 00000
17
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxx Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxx Xxxxxxx
Title: VP General Counsel & Secretary
Address for Notice:
000 X. Xxxxxxx
Xxxxxxx, XX 00000
18
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xx
------------------
Name: Xxxxx Xx
Title: V.P. / Chief Scientist
Address for Notice:
0000 Xxxxx Xxxx
Xxxxxxx, XX 00000
19
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director, SCM
Address for Notice:
00000 X. 00xx Xx. X
Xxxxx, XX 00000
20
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director, Operations MWASI
Aerostructures Business Unit
Address for Notice:
0000 X. 000xx X. Xx.
Xxxxxx, XX 00000
21
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: 737-800 MMA Program Director
Address for Notice:
00000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
22
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Chief Engr/Director
Address for Notice:
000 Xxxxx Xxxxxxx
Xxxxxx Xxxxxx, XX 00000
23
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxxxx X. Xxxxx III
------------------------------------
Name: Xxxxxxxxx X. Xxxxx III
Title: Deputy General Counsel
Address for Notice:
0000 X. 00xx Xxx.
Xxxxxxx, XX 00000
24
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: 787 Factory Director
Address for Notice:
0000 Xxxxxxxxx Xxx.
Xxxxxxx, XX 00000
25
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Information Officer
Address for Notice:
0000 Xxxxxx Xxxx
Xxxxx, XX 00000
26
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director, Spares Inventory
Mgmt
Address for Notice:
000 Xxxxxxxxxx Xxxx
Xxxxxx, XX 00000
27
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director Human Resources
Support Services
Address for Notice:
00000 X. Xxxxxxxxx
Xxxxxxx, XX 00000
28
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
Address for Notice:
-----------------------
-----------------------
-----------------------
29
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
Address for Notice:
0000 X. Xxxxxxxx
Xxxxxxx, XX 00000
30
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director, Quality & Tech
Svcs.
Address for Notice:
0000 X. Xxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
31
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director of Engineering
Address for Notice:
0000 X. 00xx Xxxxx
Xxxxx, XX 00000
32
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Controller, MWASI
Aerostructure Business Unit
Address for Notice:
0000 X. 00xx x. Xxx.
Xxxxx, Xxxx 00000
33
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Director of Global Technology
Utilization
Address for Notice:
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
34
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director, H.R.
Address for Notice:
00000 X. 000xx Xx.
Xxxxxx Xxxxx, XX 00000
35
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name:
Title: Director Compensation and
Benefits
Address for Notice:
0000 X. Xxxx Xxxx Xx.
Xxxxxxx, XX 00000
36
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Facilities Director
Address for Notice:
Mid-Western Aircraft Systems, Inc.
XX Xxx 00000
Xxxxxxx, XX 00000-0000
37
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx Xxxxxx
Title: Director, Logistics
Address for Notice:
0000 X. Xxxxxx Xxxxx
Xxxxxxx, XX 00000
38
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Employment & Labor Relations
Director
Address for Notice:
0000 Xxxxxxx Xxx Xx.
Xxxxxxx, XX 00000
39
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Name: Xxxxxxx Xxxxx
Title: Director
Address for Notice:
00000 X. Xxxxxxxxx
Xxxxxxx, Xxxxxx 00000
40
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx Xxx Xxxxx
------------------------------------
Name: Xxxxx Xxx Xxxxx
Title: Director Manufacturing
Engineering
Address for Notice:
Xxxxx Xxx Xxxxx
000 X. Xxxx
Xxxxxxx, XX 00000
41
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Director, Product Definition
Address for Notice:
0000 X. XX. Xxxxxx Xx.
Xxxxxxx, XX 00000
42
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director Operations/New
Programs
Address for Notice:
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xx 00000
43
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Business Operations and
Development Director
Address for Notice:
0000 Xxxxx Xxx Xxxxxx
Xxxxxxx, XX 00000
44
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ X X XxXxxxxx
--------------------------------
Name: Xxxxxx X. XxXxxxxx Xx.
Title: 747/767/777 Operations
Director
Address for Notice:
000 Xxxxxxxxx
Xxxxx, XX 00000
45
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: 737 Operations Director
Address for Notice:
0000 X. Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
46
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Engr. Dir.- 787 Pylon
Address for Notice:
0000 Xxxxxxxxx XX
Xxxxx, XX 00000
47
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Director, Procurement
Address for Notice:
000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
48
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Engineering Director
Address for Notice:
00000 Xxxxxx Xxxx Xx
Xxxxxxx, XX 00000
49
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxx X. Xxxxx
--------------------------------
Name:
Title:
Address for Notice:
0000 Xxxxx Xxxx
Xxxxx, XX 00000
50
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Procurement Director
Address for Notice:
0000 Xxxxxx Xxxxx
Xxxxx, Xxxxxx
00000
51
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Director, Human Resources
Address for Notice:
0000 X. 00xx #00
Xxxxxxx, XX 00000
52
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Tooling Director
Address for Notice:
X.X. Xxx 000
Xxxxxxxx XX 00000
53
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director, Quality/
Customer Relations
Address for Notice:
0000 Xxxxxx Xxxxx Xx
Xxxxxxx, XX 00000
54
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxx Xxxxxxx
--------------------------------
Name: Xxx Xxxxxxx
Title:
Address for Notice:
0000 X. Xxxxxxxxxx
Xxxxxxx, XX 00000
55
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxx X. XxXxxxxxx
--------------------------------
Name: Xxxx X. XxXxxxxxx
Title: Director, Finance
787/New Programs
Controller
Address for Notice:
0000 X. 000xx X. Xxxxxx
Xxxxxxx, XX 00000
56
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxx Xxxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx Xxxxx
Title: Director Supply Chain
Management
Address for Notice:
Xxxx Xxxxx Xxxxx
00000 Xxxxxxx
Xxxxxxx XX 00000
57
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxxx X. Xxxxx Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxx Xx.
Title: Business Management
Director
Address for Notice:
00000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
58
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title:
Address for Notice:
00000 Xxxxxx Xx.
Xxxxxxx XX 00000
59
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto, all as of the date first written above.
OTHER INVESTOR
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
Address for Notice:
0000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
60
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of March 1, 2006.
/s/ Xxxxxxx X. Page
---------------------------------------
[NAME] Xxxxxxx X. Page
Address for Notice:
0000 Xxxxx Xxxxx
Xxxxxxxxx Xxxxx
Xxxxx. 00000
61
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of _______ __, 200__.
/s/ Xxxxxx Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
Address for Notice:
---------------------------------------
---------------------------------------
---------------------------------------
62
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of December 16, 2005.
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxx
Address for Notice:
000 Xxxxxxx Xx. Xx. X.X.
Xxxxxxxxxx, XX 00000
63
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of December 20, 2005.
/s/ Xxxx Xxxxxxxx
---------------------------------------
Xxxx Xxxxxxxx
Address for Notice:
0000 Xx. Xxxxxxx Xxxx
Xxxxx, XX 00000
64
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of 12/17, 2005
/s/ Xxxx Xxxxx
---------------------------------------
Ivor "Ike" Xxxxx
Address for Notice:
8 Catboat
Xxxxxx Xxxx
Xxxxx Xxxxxxxx 00000
65
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of December 21, 2005.
/s/ X. Xxxxxx
---------------------------------------
Xxxxxxx "Buzz" Xxxxxx
Address for Notice:
0000 Xxxxx Xxxxxxx XX
Xxxxx Xxxxx, XX 00000
66
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of December 19, 2005.
/s/ Xxxxxx X. Xxxxxx
---------------------------------------
Xxxxxx X. Xxxxxx
Address for Notice:
---------------------------------------
---------------------------------------
---------------------------------------
67
COUNTERPART SIGNATURE PAGE TO
INVESTOR STOCKHOLDERS AGREEMENT
BY AND AMONG SPIRIT AEROSYSTEMS HOLDINGS, INC. AND CERTAIN OF ITS
STOCKHOLDERS DATED AS OF JUNE 16, 2005
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties listed below, all as of ________ __, 200__.
/s/ Xxxxxx Xxxx
---------------------------------------
Xxxxxx Xxxx
Address for Notice:
X.X. Xxx 0000
Xxxxxxx, XX 00000
68
