Exhibit 4.11
VOTING AGREEMENT
VOTING AGREEMENT dated as of July 19, 2001, by and among the
undersigned holders (each, a "SHAREHOLDER") of shares of common stock of
Viasystems Group, Inc. (the "COMPANY COMMON STOCK") for the benefit of Hicks,
Muse, ▇▇▇▇ & ▇▇▇▇▇ Equity Fund III, L.P., HM3 Coinvestors, L.P., HMTF Equity
Fund IV (1999), L.P., HMTF Private Equity Fund IV (1999), L.P., ▇▇▇▇▇, Muse
PG-IV (1999), C.V., HM 4-SBS (1999) Coinvestors, L.P., and HM 4-EQ (1999)
Coinvestors, L.P. (collectively, the "HMTF BUYERS") as follows:
WHEREAS, the HMTF Buyers propose to purchase from Viasystems Group,
Inc. and Viasystems, Inc., and Viasystems Group, Inc. and Viasystems, Inc.
desire to issue and sell to the HMTF Buyers, $100 million in accreted value of
14% Senior Notes due 2007 of Viasystems, Inc. and Warrants for the purchase of
10,000,000 shares of common stock of Viasystems Group, Inc. (the "WARRANTS"),
all in accordance with the terms of that certain Subscription Agreement of even
date herewith (the "SUBSCRIPTION AGREEMENT");
WHEREAS, in accordance with Rule 312 of the New York Stock Exchange,
the Warrants will provide that such Warrants will not be exercisable until such
time as the shareholder approval requirements of NYSE Rule 312 are satisfied;
WHEREAS, the Subscription Agreement will provide that Viasystems
Group, Inc. will promptly call a special meeting of its stockholders for the
purpose of securing the stockholder approval required by NYSE Rule 312 and will
use its reasonable best efforts to solicit votes in favor of that approval; and
WHEREAS, as a material inducement to the execution and delivery of
the Subscription Agreement by the HMTF Buyers, the Shareholders wish to evidence
their obligation to vote all shares of Company Common Stock that the
Shareholders own or are otherwise entitled to vote to approve the issuance of
the Warrants and the further issuance of the Company Common Stock issuable upon
exercise thereof pursuant to NYSE Rule 312.
NOW, THEREFORE, the Shareholders agree as follows:
1. Each Shareholder hereby agrees to vote the shares of Company
Common Stock set forth opposite its name in SCHEDULE A hereto (the "SCHEDULE A
SECURITIES") to approve the issuance of the Warrants and the further issuance of
Company Common Stock issuable upon exercise of the Warrants in accordance with
NYSE Rule 312 and any actions directly and reasonably related thereto at any
meeting or meetings of the shareholders of the Company, and at any adjournment
thereof or pursuant to action by written consent, at or by which such matters
are submitted for the consideration and vote of the shareholders of the Company.
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2. Each Shareholder hereby agrees that such Shareholder shall not
enter into any voting agreement or grant a proxy or power of attorney with
respect to the Schedule A Securities in any manner inconsistent with the
obligations of such Shareholder under this Agreement or take any other action
that is inconsistent with the obligations of such Shareholder under this Voting
Agreement, including any action that would prevent, or materially delay, the
receipt of the approvals contemplated by the Subscription Agreement.
3. Each Shareholder hereby irrevocably appoints the HMTF Buyers, or
any of them, as proxy for and on behalf of such Shareholder to vote (including,
without limitation, the taking of action by written consent) such Shareholder's
Schedule A Securities, for and in the name, place and stead of such Shareholder
for the matters and in the manner contemplated in Section 1 hereof.
4. Each Shareholder hereby represents and warrants to the HMTF Buyers
that as of the date hereof:
(a) Such Shareholder (i) owns beneficially all of the shares of
Company Common Stock set forth opposite the Shareholder's name in SCHEDULE A
hereto, (ii) has the full and unrestricted legal power, authority and right to
enter into, execute and deliver this Voting Agreement without the consent or
approval of any other person, and (iii) has not entered into any voting
agreement or other similar agreement with or granted any person any proxy
(revocable or irrevocable) in respect of such shares (other than this Voting
Agreement and that certain Amended and Restated Stockholders Agreement dated as
of June 6, 1997); and
(b) This Voting Agreement is the valid and binding agreement of such
Shareholder.
5. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such invalidity or unenforceability only, without in any way affecting
the remaining provisions of this Voting Agreement.
6. This Voting Agreement may be executed in two or more counterparts
each of which shall be an original with the same effect as if the signatures
hereto and thereto were upon the same instrument.
7. The parties hereto agree that if for any reason any party hereto
shall have failed to perform its obligations under this Voting Agreement, then
the party seeking to enforce this Voting Agreement against such non-performing
party shall be entitled to specific performance and injunctive and other
equitable relief, and the parties hereto further agree to waive any requirement
for the securing or posting of any bond in connection with the obtaining of any
such injunctive relief. This provision is without prejudice to any other rights
or remedies, whether at law or in equity, that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Voting Agreement.
8. This Voting Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
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9. Each Shareholder will, upon request, execute and deliver any
additional documents deemed by the HMTF Buyers to be necessary or desirable to
complete and effectuate the covenants contained herein.
10. No Shareholder shall sell, assign, transfer, or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding in
respect of the direct or indirect sale, assignment, transfer, or other
disposition of, any Schedule A Securities at any time prior to the grant of the
approval contemplated by Section 1 hereof unless any such transferee enters into
a binding agreement to vote such shares and otherwise act in respect thereof in
accordance with the obligations imposed on the Shareholder hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement as of the date first set forth above.
SHAREHOLDERS:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
JNM Family Partnership
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Living Trust
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Schedule A
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Individual/Entity Number of Shares of Company Common Stock
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▇▇▇▇▇ ▇. ▇▇▇▇▇ 93,433
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JNM Family Partnership 3,154,906
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▇▇▇▇▇ ▇. ▇▇▇▇▇ Revocable Living Trust 10,000
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Timothly ▇. ▇▇▇▇▇▇ 904,106
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