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EXHIBIT 10.15
FIRST AMENDMENT
TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
(this "Amendment") dated as of June 6, 1997, is entered into by and among
Viasystems Group, Inc., a Delaware corporation (the "Company"), and the
securityholders listed on the signature pages hereof (the "Holders") to amend
the Amended and Restated Stockholders Agreement (the "Stockholders Agreement"),
effective as of November 4, 1998.
In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1.1 of the Stockholders Agreement is hereby amended to add the
following definitions:
"CLASS A COMMON STOCK" means shares of any and all series of Class A
Common Stock, $.01 par value per share, of the Company, including, without
limitation, shares of Class A Series II Common Stock, $.01 par value per share.
"COMMON STOCK HOLDER" shall have the meaning provided in Section 4.1
hereof.
"XXXXX HOLDER" means (i) Xxxxx X. Xxxxx, Xxxxx X. Xxxxxxxx, Xxxxx X.
Xxxxx, W. Xxxxxx XxXxxx, Xxxxxx X. Xxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx,
Xxxx X. Xxxxxx, X. X. Xxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxx,
Xxxxx X. Xxxxxxx and any other securityholders of Class A Common Stock who are
or were employed by Xxxxx & Partners, Inc. at any time during the pendency of
this Stockholders Agreement, and (ii) any direct or indirect transferee of any
such securityholder.
"OPTION" shall have the meaning provided in Section 6.1 hereof.
"OPTIONEE" shall have the meaning provided in Section 6.1 hereof.
"OPTION SECURITIES" shall have the meaning provided in Section 6.1
hereof.
"OPTION TRANSACTION" shall have the meaning provided in Section 6.2
hereof.
"UNACCREDITED HOLDER" shall have the meaning provided in Section 6.2
hereof.
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2. Section 1.2 of the Stockholders Agreement is hereby amended to read in
its entirety as follows:
Unless the context otherwise requires
(1) a term has the meaning assigned to it;
(2) "or" is not exclusive;
(3) words in the singular include the plural, and
words in the plural include the singular;
(4) provisions apply to successive events and
transactions; and
(5) "herein," "hereof" and other words of similar
import refer to this Stockholders Agreement as a whole and not
to any particular Article, Section or other subdivision.
3. Section 4.1 of the Stockholders Agreement is hereby amended to read in
its entirety as follows:
4.1.1 Rights to Participate in Future Sales. In case the Company or any
Affiliated Successor (as hereinafter defined) proposes to issue or sell any
shares of Common Stock or Common Stock Equivalents (the "Offered Securities"),
the Company shall, no later than twenty days prior to the consummation of such
transaction (a "Preemptive Rights Transaction"), give notice in writing (the
"Offer Notice") of such Preemptive Rights Transaction to each Holder of Common
Stock or Class A Common Stock (each a "Common Stock Holder"). The Offer Notice
shall describe the proposed Preemptive Rights Transaction, identify the proposed
purchaser, and contain an offer (the "Preemptive Rights Offer") to sell to each
Common Stock Holder who certifies (to the reasonable satisfaction of the
Company) that such Holder is an Accredited Investor (an "Accredited Offeree"),
at the same price and for the same consideration to be paid by the proposed
purchaser, all or part of such Accredited Offeree's pro rata portion of the
Offered Securities (which shall be the percentage ownership of the Fully-Diluted
Common Stock of such Holder). As used herein, the term "Affiliated Successor"
means a successor entity to the Company (whether by merger, consolidation,
reorganization, or otherwise) in which HMTF owns at least the same percentage of
the Fully-Diluted Common Stock of such entity (after giving effect to the
merger, consolidation, reorganization, or other transaction) as HMTF owns of the
Fully-Diluted Common Stock of the Company. If any such Holder fails to accept
such offer by written notice fifteen days after its receipt of the Offer Notice,
the Company or such Affiliated Successor may proceed with the proposed issue or
sale of the Offered Securities, free of any right on the part of any Holder
under this Section 4.1.1 in respect thereof.
4.1.2 Exceptions to Preemptive Rights. This Section 4.1 shall not apply
to (i) issuances or sales of Common Stock or Common Stock Equivalents to
employees, officers, and/or directors of the Company and/or any of its
Subsidiaries pursuant to
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employee benefit or similar plans or arrangements of the Company and/or its
Subsidiaries, (ii) issuances or sales of Common Stock or Common Stock
Equivalents upon exercise of any Common Stock Equivalent which, when issued, was
exempt from the preemptive rights under this Section 4.1 (including, without
limitation, the Class A Common Stock), (iii) securities distributed or set aside
ratably to all holders of Common Stock and Common Stock Equivalents (or any
class or series thereof) on a per share equivalent basis, (iv) issuances or
sales of Common Stock or Common Stock Equivalents pursuant to a registered
underwritten public offering, a merger of the Company or a subsidiary of the
Company into or with another entity or an acquisition by the Company or a
subsidiary of the Company of another business or corporation, (v) issuances or
sales of Common Stock pursuant to the Securities Purchase Agreement, dated June
6, 1997 or (vi) issuances or sales of Class A Common Stock by the Company, if,
when issued or sold, the rights set forth in Section 4.1.1 shall have been
waived in writing by Xxxxx X. Xxxxx and Xxxxx X. Xxxxxxxx or, if either Xx.
Xxxxx or Xx. Xxxxxxxx is not employed by Xxxxx & Partners, Inc., then by Holders
who then hold beneficially more than fifty percent (50%) of the aggregate shares
outstanding of Class A Common Stock held by Xxxxx Holders. In the event of any
issuances or sales of Common Stock or Common Stock Equivalents as a unit with
any other security of the Company or its Subsidiaries, the preemptive rights
under this Section shall be applicable to the entire unit rather than only the
Common Stock, Class A Common Stock or Common Stock Equivalent included in the
unit.
4. Section 6.4 of the Stockholders Agreement is hereby amended to read in
its entirety as follows:
Unless otherwise agreed by Optionee and such Unaccredited Holder, the
closing of each exercise of the Option will take place at the offices of
Optionee in Dallas, Texas, on the fifth business day after notice of the
Option's exercise is mailed or delivered in accordance with Section 8.1. At the
closing, Optionee will pay the exercise price to such Unaccredited Holder in
cash (by certified or cashier's check) solely upon such Unaccredited Holder's
delivering to Optionee valid certificates evidencing all Option Securities then
being purchased pursuant to the exercise of the Option. Such certificates will
be duly endorsed (with signature guaranteed) for transfer to Optionee, and upon
delivery of such certificates to Optionee, such Unaccredited Holder will be
deemed to represent and warrant to Optionee that the transferred Option
Securities are owned by such Unaccredited Holder free and clear of all liens,
adverse claims, and other encumbrances other than as provided in this
Stockholders Agreement. Payment of the exercise price for the Option Securities
is not required in order to effect the timely exercise of the Option. In order
to ensure the transfer of the Option Securities purchased upon exercise of the
Option, each Unaccredited Holder hereby severally appoints Optionee as his or
her attorney in fact for the purpose of effecting any such transfer, and each
Unaccredited Holder acknowledges and agrees that such power of attorney is
coupled with an interest and is irrevocable. Moreover, Optionee and each
Unaccredited Holder will promptly perform, whether before or after any Option
closing, such additional acts (including without limitation executing and
delivering additional documents) as are reasonably required by either such party
to effect more fully the transactions contemplated hereby.
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5. Section 6.6 of the Stockholders Agreement is hereby amended to read in
its entirety as follows:
The Option may be assigned or transferred in whole or in part by
Optionee without any consent or other action on the part of the affected other
Holder, and all references herein to "Optionee" will include without limitation
each assignee or transferee of all or any part of the Option.
6. Section 8.8.2 of the Stockholders Agreement is hereby amended to
read in its entirety as follows:
8.8.2 Any provision of this Stockholders Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the Company and the Required Holders; provided that no such amendment or waiver
shall, (i) unless signed by Holders who then own beneficially more than 66-2/3%
of the aggregate number of shares of Common Stock and 66-2/3% of the aggregate
number of shares of Class A Common Stock, subject to this Agreement, amend the
provisions of Section 2.2 and (ii) unless signed by all of the Holders affected,
(A) amend the provisions of this Section 8.8.2 or (B) change the number of
Holders which shall be required for the Holders or any of them to take any
action under this Section 8.8.2 or any other provision of this Stockholders
Agreement.
7. Any of the undersigned stockholders who have not previously executed the
Stockholders Agreement hereby agree to be bound by the terms and
conditions and entitled to the benefits of the Stockholders Agreement
and each of the remaining Holders signing below, constituting a majority
of the outstanding shares of Common Stock and Class A Common Stock,
hereby consents to the joinder of each such additional stockholder as a
party to the Stockholders Agreement in accordance with Section 8.7 of
the Stockholders Agreement.
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first written above.
VIASYSTEMS GROUP, INC.
By: /s/ XXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------
Title: Senior Vice President
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
HICKS, MUSE, XXXX & XXXXX EQUITY FUND III,
L.P.
By: HM3/GP Partners, L.P., its General
Partner
By: Xxxxx, Muse GP Partners III, L.P.,
its General Partner
By: Xxxxx, Muse Fund III
Incorporated, its General
Partner
By: /s/ XXXX X. XXXXX
--------------------------
Name: Xxxx X. Xxxxx
------------------------
Title:
-----------------------
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
HM3 Coinvestors, L.P.
By: Xxxxx, Muse GP Partners, L.P., its
General Partner
By: Xxxxx, Muse Fund III
Incorporated, its General Partner
By: /s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
------------------------------------
Title:
-----------------------------------
Address:
c/o Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Xx.
Copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXX X. XXXXX
/s/ XXXXX X. XXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXX X. XXXXXXXX
/s/ XXXXX X. XXXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
W. XXXXXX XxXXXX TRUST
/s/ W. XXXXXX XxXXXX
--------------------------------------
W. Xxxxxx XxXxxx, Trustee
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: W. Xxxxxx XxXxxx
XxXXXX FAMILY L.P.
/s/ W. XXXXXX XXXXXX
--------------------------------------
By: W. Xxxxxx XxXxxx
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: W. Xxxxxx XxXxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXX X. XXXXX
/s/ XXXXXX X. XXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
XXXXXX XXXXX FAMILY L.P.
/s/ XXXXXX X. XXXXX
--------------------------------------
By: Xxxxxx X. Xxxxx
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXX X. XXXXX
/s/ XXXXX X. XXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXX X. XXXXXXX
/s/ XXXXX X. XXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
X X XXXX
/s/ X X XXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: X X Xxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXX X. XXXXXX
/s/ XXXX X. XXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXX X. XXXXXXX
/s/ XXXXX X. XXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXXX X. XXXXXXX
/s/ XXXXXXX X. XXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXX X. XXX
/s/ XXXXXX X. XXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXX X. XXXXXXX
/s/ XXXXX X. XXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXX X. XXXXXXX
/s/ XXXXX X. XXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
WT/ML FAMILY LP
By: /s/ W. XXXXXX XXXXXX , its
-----------------------
General Partner
By: W. XXXXXX XXXXXX
--------------------------
Name: Senior Partner
------------------------
Title:
----------------------
Address:
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXXX X. XXXXXX
/s/ XXXXXXX X. XXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXX XXXXX
/s/ XXXXXX XXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXXX X. XXXXX
/s/ XXXXXXX X. XXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
XXXXXXX X. XXXXX 1997
FAMILY TRUST
/s/ XXXXXXX X. XXXXX
--------------------------------------
By: Xxxxxxx X. Xxxxx
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXXX X. XXXXXXX
/s/ XXXXXXX X. XXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
27
SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXXX X. XXXXXXXXXXX
/s/ XXXXXXX X. XXXXXXXXXXX
--------------------------------------
Signature
Address:
c/o Mills & Partners, Inc.
000 Xxxxx Xxxxxx Xxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
HMTF/VIASYSTEMS PARTNERS, L.P.
By: HM3/GP Partners, L.P., its General Partner
By: Xxxxx, Muse GP Partners III, its General
Partner
By: Xxxxx, Muse Fund III Incorporated, its
General Partner
By: /s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
------------------------------------
Title:
-----------------------------------
Address:
c/o Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Xx.
Copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXXXX X. XXXXX
/s/ XXXXXX X. XXXXX
------------------------------------------
Signature
Address:
c/o PAGG Corporation
Granite Park
000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
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SIGNATURES TO
FIRST AMENDMENT TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
NAME OF HOLDER:
XXXX X. XXX
/s/ XXXX X. XXX
------------------------------------------
Signature
Address:
c/o PAGG Corporation
Granite Park
000 Xxxxxxx Xxxx.
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxx
