EXHIBIT B
AMENDMENT NO. 1
TO
STOCKHOLDERS' AGREEMENT
This AMENDMENT NO. 1 to Stockholders'
Agreement, is dated as of April 8, 1997 and is by and
among Xxxxx Wheels International, Inc., a Delaware
corporation (the "Company"), Xxxxxx Xxxxxxxxxx & Levy
Fund II, L.P., a Delaware limited partnership ("JLL"),
Chase Equity Associates, a California limited partnership
("Chase"), CIBC WG Argosy Merchant Fund 2, L.L.C., a
Delaware limited liability company ("Argosy"), Nomura
Holding America, Inc., a Delaware corporation ("Nomura"),
and TSG Capital Fund II, L.P., a Delaware limited
partnership ("TSG") (JLL, Chase, Argosy, Nomura and TSG,
each being referred to herein as a "Stockholder" and
collectively being referred to herein as the
"Stockholders"). Capitalized terms used but not
otherwise defined shall have the respective meanings set
forth in the Stockholders' Agreement (as defined below).
W I T N E S S E T H
WHEREAS, the Stockholders are parties to that
certain Stockholders' Agreement, dated as of July 2, 1996
(the "Stockholders' Agreement"), relating to shares of
common stock, par value $.01 per share, of the Company.
WHEREAS, under the terms of the Stockholders'
Agreement, Argosy is entitled to appoint a non-voting
representative to attend meetings of the Company's Board
of Directors.
WHEREAS, the Stockholders are desirous of
amending the Stockholders' Agreement to permit Argosy to
designate a representative as a voting member of the
Company's Board of Directors.
NOW THEREFORE, in consideration of good and
valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
1. Section 3.01(a) of the Stockholders'
Agreement is hereby amended in its entirety to read as
follows:
(a) Members. During the term of this
Agreement, each of JLL, TSG, Nomura and Argosy
will use their best efforts to cause the Board
of Directors of the Company (the "Board") to
consist of nine (9) members, of which: (i)
four members shall be designees of JLL; (ii)
one member shall be a designee of TSG; (iii)
one member shall be a designee of Argosy; (iv)
one member shall be the Chief Executive Officer
of the Company; and (v) the other two members
shall be determined by the Board; provided,
however, such members determined by the Board
shall not be affiliated with the Company or any
of the Stockholders. During the term of this
Agreement, the Company shall use its best
efforts and shall exercise all authority under
applicable law to cause to be elected or
appointed, as the case may be, as directors of
the Company a slate of directors consisting of
individuals meeting the requirements of the
previous sentence.
2. The last sentence of Section 4.01(b) is
hereby amended in its entirety to read as follows:
Notwithstanding anything stated herein to the
contrary, the Transfer of Shares by any of JLL, TSG or Argosy
shall not result in the assignment of such transferring Stock-
holder's rights under Section 3.01(a) hereof.
3. Except as specifically amended hereby, the
Stockholders' Agreement shall continue and remain in full
force and effect in accordance with its terms. From and
after the date hereof, all references in the
Stockholders' Agreement to the "Agreement," "hereunder,"
"hereof," "herein," or words of similar import shall mean
and be a reference to the Stockholders' Agreement as
amended by this Amendment No. 1.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby
agrees to be bound by the terms and provisions of this
Amendment No. 1 to the Stockholders' Agreement as of the
date first above written.
XXXXX WHEELS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX XXXXXXXXXX & LEVY FUND II, L.P.
By: JLL ASSOCIATES II, L.P.,
its General Partner
By: /s/ Xxxx X. Xxxx
-------------------------------
Name: Xxxx X. Xxxx
Title: General Partner
CHASE EQUITY ASSOCIATES, a
California Limited Partnership
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: General Partner
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
Title: Member
NOMURA HOLDING AMERICA, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
TSG CAPITAL FUND II, L.P.
By: TSG ASSOCIATES II, L.P.,
its General Partner
By: TSG ASSOCIATES II, INC.,
its General Partner
By: /s/ Cleveland A. Xxxxxxxxxx
-------------------------------
Name: Cleveland A. Xxxxxxxxxx
Title: President
