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EXHIBIT 10.15
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of May 24, 2000 (this
"Agreement"), is made by and among X.X. Xxxxxx Automotive Castings, Inc., a
Delaware corporation (the "Company"), J2R Partners III, a Minnesota general
partnership ("J2R") and the Persons set forth on Schedule A attached hereto (J2R
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 7 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:
(i) 2,991.22596 shares of Class A Common Stock, par value $.01
per share (the "Class A Common"), for a purchase price of $4,267.51 per
share;
(ii) 463.40058 shares of Class D-1 Common Stock, par value
$.01 per share (the "Class D-1 Common"), for a purchase price of
$5,332.56 per share;
(iii) 496.5006 shares of Class D-2 Non-Voting Common Stock,
par value $.01 per share (the "Class D-2 Common"), for a purchase price
of $5,332.56 per share; and
(iv) 239.97529 shares of Class E Common Stock, par value $.01
per share (the "Class E Common"), for a purchase price of $7.28 per
share.
The Class A Common, Class D-1 Common, Class D-2 Common and Class E
Common are hereinafter sometimes referred to collectively as the "Common Stock."
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 Common Stock 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 securities to be purchased by such Purchaser
hereunder will constitute a separate sale and purchase.
2B. The Closing. The closing of the separate sales and purchases of the
Common Stock hereunder (the "Closing") will take place at the offices of
Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx
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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 each class of Common Stock 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 5 hereof will be true in all material
respects at and as of the Closing as though then made, except to the extent of
changes caused by transactions expressly contemplated herein.
3B. 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 and 3B, inclusive, have been satisfied; and
(ii) certified copies of the Amended Certificate of
Incorporation and the Bylaws as in effect at the Closing.
3C. 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. Restrictions on Transfers.
4A. 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 4B,
any other legally available means of transfer, including any other exemption
from registration under the Securities Act.
4B. 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 4A 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
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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 6A 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 4B and Section 6A.
Section 5. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Purchasers that as of the Closing:
5A. 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.
5B. 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,
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, 15,000 shares of Class D-2 Common and 20,000 shares of Class E
Common and (b) the Company will have issued, and there will be
outstanding, 13,326.10501 shares of Class A Common, 20,659.90688 shares
of Class B Common, 5,164.97674 shares of Class C Common, 7,636.57729
shares of Class D-1 Common, 7,313.93511 shares of Class D-2 Common and
3,591.88067 shares of Class E Common.
(ii) As of the Closing hereunder, the Company will not have
outstanding any stock or 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,
except the Subordinated Convertible Note issued by the Company to Tower
Automotive, Inc., a Delaware corporation on October 15, 1999,
convertible into 5,087.5480 shares of Class A Common. 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.
5C. 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
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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 6. Purchasers' Representations and Warranties.
6A. Purchaser's Investment Representations. Each Purchaser hereby
represents that it is acquiring the Restricted Securities purchased 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 4 hereof. Each
certificate for Restricted Securities will be conspicuously imprinted with a
legend substantially in the following form (the "Securities Act Legend"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
ORIGINALLY ISSUED ON MAY 24, 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 MAY 24, 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.
6B. Other Representations and Warranties of the Purchasers. Each
Purchaser hereby severally represents and warrants to and covenants and agrees
with, the Company that:
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(i) such Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the securities
purchased 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 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 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.
Section 7. Approval of Joinder. Pursuant to this Agreement, the Xxxxx
Entities are acquiring Common Stock. The Purchasers, as "Stockholders" under the
Stockholders Agreement and holders of "Registrable Securities" under the
Registration Agreement hereby consent to (i) the addition of each Xxxxx Entity
as a party to the Stockholders Agreement and acknowledge that, upon execution of
a joinder thereto, each such Xxxxx Entity will be a "Stockholder" and a holder
of "Common Stock" for all purposes thereunder and (ii) the addition of each
Xxxxx Entity as a party to the Registration Agreement and acknowledge that, upon
execution of a counterpart thereto, each such Xxxxx Entity will be an "Investor"
and a holder of "Registrable Securities" for all purposes thereunder.
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 October 14, 1999.
"Xxxxx Entities" means Xxxxx Capital Partners III Limited Partnership,
BCP III Affiliates Fund Limited Partnership and BCP III Special Affiliates
Limited Partnership.
"Bylaws" means the Bylaws of the company, as such Bylaws may be
modified, amended or amended and restated from time to time.
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"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 Common Stock issued hereunder and any
securities issued with respect to such Common Stock 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 6A have been delivered by the company in accordance with
Section 4B. 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 6A.
"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.
"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,
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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 the
holders of at least a majority of the outstanding shares of Common Stock issued
hereunder and, to the extent that any modification, amendment or waiver
adversely affects the rights of the holders of any class of Common Stock, by the
holders of at least a majority of the outstanding shares initially issued
hereunder of such adversely affected class of Common Stock. 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.
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.
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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, other than J2R, at such Purchaser's address as indicated in the
books and records of the Company's transfer agent and registrar and to the
Company and J2R 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):
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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Notices to J2R
J2R Partners III
c/o Hidden Creek Industries
0000 XXX Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Telecopy: (000) 000-0000
with a copy to:
Xxxxxxxx & Xxxxx
000 Xxxx 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:
---------------------------------------
J2R PARTNERS III
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:
---------------------------------------
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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Schedule A
BancAmerica Capital Investors II, L.P.
The Northwestern Mutual Life Insurance Company
Norwest Equity Capital, L.L.C.
Xxxxx Capital Partners III Limited Partnership BCP III Affiliates Fund Limited
Partnership BCP III Special Affiliates Limited Partnership Tower Automotive,
Inc.
Windward/Metropolitan L.L.C.
Windward/Park WACI, L.L.C.
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SCHEDULE OF PURCHASERS
SHARES OF
CLASS A SHARES OF CLASS B SHARES OF CLASS C SHARES OF CLASS D-1
PURCHASER COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
--------- ------------ ----------------- ----------------- -------------------
J2R Partners III 0 0 0 0
BancAmerica Capital 0 0 0 0
Investors II, L.P.
The Northwestern Mutual Life 0 0 0 331.00041
Insurance Company
Norwest Equity Capital, 0 0 0 0
L.L.C.
Xxxxx Capital Partners III 0 0 0 98.60798
Limited Partnership
BCP III Affiliates Fund 0 0 0 19.72159
Limited Partnership
BCP III Special Affiliates 0 0 0 14.07060
Limited Partnership
Windward / Metropolitan 32.35522 0 0 0
L.L.C.
Windward / Park WACI, L.L.C. 381.25409 0 0 0
Tower Automotive, Inc. 2,577.616 0 0 0
65
=========== ======== ======= =========
TOTAL 2,991.225 0 0 463.40058
96
SHARES OF CLASS D-2 SHARES OF CLASS E
PURCHASER COMMON STOCK COMMON STOCK TOTAL PURCHASE PRICE
--------- ------------------- ------------------ --------------------
J2R Partners III
0 239.97529 $ 1,747.00
BancAmerica Capital
Investors II, L.P. 198.60024 0 1,059,049.00
The Northwestern Mutual Life
Insurance Company 0 0 1,765,081.00
Norwest Equity Capital,
L.L.C. 297.90036 0 1,588,573.00
Xxxxx Capital Partners III
Limited Partnership 0 0 525,833.06
BCP III Affiliates Fund
Limited Partnership 0 0 105,166.61
BCP III Special Affiliates
Limited Partnership 0 0 75,032.33
Windward / Metropolitan
L.L.C. 0 0 138,076.00
Windward / Park WACI, L.L.C.
0 0 1,627,005.00
Tower Automotive, Inc.
0 0 11,000,000.00
TOTAL ======== ========= ==============
496.5006 239.97529 $17,885,564.00
