Exhibit 10.7
SUPPLEMENTAL SHAREHOLDERS AGREEMENT
This SUPPLEMENTAL SHAREHOLDERS AGREEMENT, dated as of July 14, 2000
(this "AGREEMENT"), is entered into by and between Meridian Automotive Systems,
Inc. (f/k/a American Bumper & Mfg. Co.), a Michigan corporation (the "COMPANY"),
and the investor listed on the signature page hereto (the "INVESTOR").
WHEREAS, in connection with the purchase of substantially all of the
assets of Cambridge Industrial Holdings, Inc., a Delaware corporation, by the
Company, the Company desires to sell certain shares of Common Stock (as defined
in the Subscription Agreement) of the Company;
WHEREAS, the Investor desires to subscribe for and purchase, and the
Company desires to sell to the Investor the number of shares of Common Stock (as
set forth on Schedule 2.1 of the Subscription Agreement) of the Company (the
"SHARES") subscribed for by the Investor pursuant to a Stock and Mezzanine
Security Unit Purchase Agreement, dated as of the date hereof (the "SUBSCRIPTION
AGREEMENT"), between the Company and the Investor; and
WHEREAS, the Company and the Investor desire to enter into this
Agreement in order to set forth their understanding with respect to certain
voting arrangements, transfer rights and other matters relating to the
Investor's ownership of Shares and to acknowledge that any Shares acquired by
the Investor pursuant to the Subscription Agreement are subject to, and
governed by, the Shareholders Agreement (as defined below).
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties to this Agreement agree
as follows:
ARTICLE 1.
INCORPORATION OF SHAREHOLDERS AGREEMENT
SECTION a. DOCUMENTATION WITH RESPECT TO THE SHARES. The Investor
hereby acknowledges that the Shares are subject to various agreements, including
without limitation, the Shareholders Agreement, dated as of April 30, 1997, as
amended and as may be further amended or supplemented (the "SHAREHOLDERS
AGREEMENT"), by and among the Company and certain shareholders of the Company as
set forth therein.
SECTION b. ACCESS TO INFORMATION. The Investor (i) has reviewed the
Shareholders Agreement and the other materials furnished to the Investor in
connection with the transactions contemplated hereby and contemplated by the
Subscription Agreement and (ii) has been granted the opportunity to ask
questions of, and has received answers from, representatives of the Company and
its affiliates concerning the terms and conditions of the purchase of the Shares
and has been granted the opportunity to obtain any additional information that
the Investor deems necessary to verify the accuracy of the information contained
in the Shareholders Agreement and the Subscription Agreement and such other
materials.
SECTION c. GENERAL. Upon the execution of this Agreement, the Investor
shall be deemed, in accordance with Section 10.1 of the Shareholders Agreement,
to have the same rights and obligations as a Shareholder (as defined therein)
for purposes of the Shareholders Agreement. The Investor hereby agrees to be
bound by, and agrees that any Shares acquired are subject to, and governed by,
the terms and conditions of the Shareholders Agreement. The Investor, an
Affiliate (as defined in the Shareholders Agreement) of Windward, is hereby
deemed to be a member of the Windward Group (as defined in the Shareholders
Agreement) for all purposes of the Shareholders Agreement. Pursuant to Section
10.3 of the Shareholders Agreement, this Agreement is effective as of the date
hereof.
SECTION d. CONFLICT. In the event of a conflict between the terms
hereof and the Shareholders Agreement, the terms of the Shareholders Agreement
shall control.
SECTION e. APPOINTMENT OF AGENT FOR THE INVESTOR. The Investor hereby
irrevocably designates and appoints the Windward Agent (as defined in the
Shareholders Agreement) as its attorney-in-fact, agent and representative, to
act on its behalf and on behalf of its Permitted Transferees (as defined in the
Shareholders Agreement) in connection with exercising any of its rights,
performing any of its duties or obligations or enforcing any claims or rights on
its behalf, arising under the Shareholders Agreement.
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ARTICLE 2.
MISCELLANEOUS
SECTION a. AFTER-ACQUIRED SHARES. All of the provisions of this
Agreement shall apply to all of the securities of the Company now owned or which
may be issued or Transferred (as defined in the Shareholders Agreement)
hereafter to the Investor in consequence of any additional issuance, purchase
(including, without limitation, pursuant to the exercise of options or warrants
to purchase capital stock of the Company), exchange, conversion, or
reclassification of securities, corporate reorganization, or any other form of
recapitalization, consolidation, merger, share split or share dividend, or which
are acquired by the Investor in any other manner (all of which shall be deemed
to be "Shares" hereunder).
SECTION b. SPECIFIC PERFORMANCE. The parties hereto acknowledge that
irreparable damage would result if this Agreement is not specifically enforced
and that, therefore, the rights and obligations of the parties under this
Agreement may be enforced by a decree of specific performance issued by a court
of competent jurisdiction, and appropriate injunctive relief may be applied for
and granted in connection therewith. Such remedies shall, however, be cumulative
and not exclusive and shall be in addition to any other remedies which any party
may have under this Agreement or otherwise.
SECTION c. TERMS OF AGREEMENT. This Agreement shall become effective on
the date hereof and shall continue in full force and effect until the date on
which the Shareholders Agreement terminates.
SECTION d. SUCCESSORS AND ASSIGNS. All the terms and provisions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns; PROVIDED, HOWEVER, no party hereto
may assign this Agreement or its rights or obligations hereunder without the
prior written consent of the other party hereto.
SECTION e. ENTIRE AGREEMENT. This Agreement, the Shareholders Agreement
and the Subscription Agreement constitute the complete understanding and
agreement among the parties hereto with respect to the subject matter hereof and
this Agreement can be amended, supplemented or changed, and any provision hereof
can be waived, only by written instrument making specific reference to this
Agreement signed by the party against whom enforcement of any such amendment,
supplement, modification or waiver is sought.
SECTION f. APPROVALS AND CONSENTS. The Investor hereby agrees, for
itself, its successors and assigns and Permitted Transferees, to prepare,
execute and deliver or cause to be prepared, executed and delivered such further
instruments and documents, and to take such other actions as may be reasonably
required to more effectively carry out the intent and purposes of this Agreement
and the Shareholders Agreement and the transactions contemplated hereby and
thereby.
SECTION g. NOTICES. All notices, requests, demands and other
communications which are required or may be given hereunder shall be in writing
and shall be deemed to have been duly given to a party if delivered personally
or mailed by certified or registered mail, return receipt requested, postage
prepaid, or if given by telex or other telegraphic means, to such party at its
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address set forth in Schedule A hereto. Any such notice shall for all purposes
of this Agreement be deemed to have been given, and received by the addressee,
on the date of such personal delivery or telex or telegraphic notice or five (5)
days after any such mailing thereof.
SECTION h. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware.
SECTION i. SEVERABILITY. If any provision of this Agreement or the
application of any such provision to any person or circumstances shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
including the remainder of the provision held invalid, or the application of
such provision to persons or circumstances other than those as to which it is
held invalid, shall not be affected thereby.
SECTION j. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
SECTION k. HEADINGS. All section headings herein are for convenience of
reference and are not part of this Agreement, and no construction or
interference shall be derived therefrom.
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Schedule A
INVESTOR:
Windward/Park AB III, L.L.C.
c/o Windward Capital Associates, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxxxx
THE COMPANY:
Meridian Automotive Systems, Inc.
0000 Xxxxx X.X.
Xxxxx Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date first set forth above.
WINDWARD/PARK AB III. L.L.C.
By: Windward Capital
Associates, L.P., its manager
By: Windward Capital Associates,
Inc., its general partner
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Secretary & Treasurer
MERIDIAN AUTOMOTIVE SYSTEMS, INC.
By:
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
and Chief Financial Officer
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date first set forth above.
WINDWARD/PARK AB III. L.L.C.
By: Windward Capital
Associates, L.P., its manager
By: Windward Capital Associates,
Inc., its general partner
By:
-------------------------------
Name:
Title:
MERIDIAN AUTOMOTIVE SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
and Chief Financial Officer
Meridian Automotive Systems, Inc.
Supplemental Shareholders Agreement
Schedule of Signatories to Exhibit 10.7
DATE SIGNATORY
---- ---------
May 25, 1999 Windward/Quebec II, L.L.C.
May 25, 1999 Windward/BACI, L.L.C.
May 25, 1999 Windward/Badger XX XX, L.L.C.
May 25, 0000 Xxxxxxxx/Xxxx XX III, L.L.C.
