Mike Kojaian
C. Michael Kojaian
1400 N. Woodward Avenue
Suite 250
Bloomfield Hills, MI 48304
August 30, 1999
Heinz C. Prechter
One Heritage Place
Suite 400
Southgate, MI 48195
Re: Purchase of JPE, Inc. Capital Stock
Dear Heinz:
1. Background. As you are aware, Kojaian Holdings LLC, a Michigan limited
liability company (100% owned by Mike Kojaian ("Mike") and C. Michael Kojaian
("Michael")) owns 4,720,710 common shares and 976,176.095 First Series Preferred
Shares of JPE, Inc., a Michigan corporation (collectively, the "Kojaian
Shares").
2. Share Purchase. This letter confirms our agreement that you or ASC
Holdings LLC, a Michigan limited liability company (100% owned by you) (as
applicable, the "Purchaser"), shall acquire all of the Kojaian Shares from
Kojaian Holdings LLC. The purchase price for the Kojaian Shares shall be
$9,200,000 (the "Purchase Price").
3. The Closing. The Closing shall take place on August 31, 1999, or if a
longer time is required under applicable law, within three business days after
the latter of the earliest date permissible under applicable law (the "Closing
Date"). At the closing, (a) you shall pay Kojaian Holdings LLC the Purchase
Price by wire transfer of cash and (b) Kojaian Holdings LLC shall deliver the
certificates representing the Purchased Shares, duly endorsed in blank (or
accompanied by assignments separate from certificate, duly endorsed in blank).
4. Termination of Shareholder Agreement. The Shareholder Agreement between
Kojaian Holdings LLC and ASC Holdings LLC dated May 27, 1999 is hereby
terminated.
5. Approvals. The closing of the transaction is subject to the termination
of the applicable Hart-Scott-Rodino waiting period. The parties shall cooperate
in the preparation of any and all filings required by Hart-Scott-Rodino, which
filings shall be prepared by legal counsel for Kojaian Holdings LLC.
6. No Waiver. No waiver of any breach of any provision of this letter
agreement shall be deemed a waiver of any preceding or succeeding breach or of
any other provision of this letter agreement. No extension of time for
performance of any obligations or acts under this letter agreement shall be
deemed an extension of the time for performance of any other obligations or acts
under this letter agreement.
7. Successors and Assigns. This letter agreement shall bind and inure to
the benefit of the parties and their successors and assigns; provided that
neither party may assign this letter agreement without the prior written consent
of the other.
8. Severability. The provisions of this letter agreement shall be deemed
severable, and if any provision or part of this letter agreement is held
illegal, void or invalid under applicable Law, such provision or part may be
construed or deemed changed by a court of competent jurisdiction to the extent
reasonably necessary to make the provision or part as so construed or changed,
legal, valid and binding. If any provision of this letter agreement is held
illegal, void or invalid in its entirety, the remaining provisions of this
letter agreement shall not in any way be affected or impaired but shall remain
binding in accordance with their terms.
9. Entire Agreement. This letter agreement contains the entire agreement of
the parties with respect to this matter and supersedes the letter agreements
regarding the JPE, Inc. Put dated May 27, 1999, and the Restated and Amended
JPE, Inc. Put dated July 27, 1999. This letter agreement may be altered or
amended only by an instrument in writing, duly executed by each party.
10. Cost of Litigation. If any party breaches this letter agreement and if
counsel is employed to enforce this letter agreement, the successful party shall
be entitled to Fees and Costs (as defined in the Investment Agreement dated
April 28, 1999 among Kojaian Holdings LLC, ASC Holdings LLC and JPE, Inc.)
associated with such enforcement.
11. Interpretation. This letter agreement is being entered into among
competent and experienced business persons, represented by counsel, and have
been reviewed by the parties and their counsel. Therefore, any ambiguous
language in this letter agreement shall not necessarily be construed against any
particular party as the drafter of such language.
12. Counterparts. This letter agreement may be executed in counterparts (by
facsimile transmission or otherwise), each of which when so executed shall be
deemed an original, but both of such counterparts together shall constitute one
and the same instrument.
13. Applicable Law; Venue. This letter agreement shall be construed in
accordance with and governed by the laws of the State of Michigan without regard
to principles of conflicts of laws. The parties acknowledge that the United
States District Court for the Eastern District of Michigan or the Circuit Court
for the County of Oakland shall have exclusive jurisdiction over any case or
controversy arising out of or relating to this letter agreement and that all
litigation arising out of or relating to this letter agreement shall be
commenced in the United States District Court for the Eastern District of
Michigan or in the Oakland County Circuit Court.
14. Expenses. Except as otherwise provided in this letter agreement, each
party shall bear his or its own expenses in connection with this letter
agreement, including costs and expenses of his or its respective attorneys,
accountants, consultants and other professionals. Notwithstanding the foregoing,
the Purchaser shall pay (a) all costs, filing fees and expenses incurred in
connection with meeting the requirements of Hart-Scott-Rodino, and (b) any
applicable transfer or other taxes of any kind whatsoever imposed on the parties
due to the consummation of this agreement.
Sincerely,
/s/ Mike Kojaian
--------------------------------
Mike Kojaian
/s/ C. Michael Kojaian
--------------------------------
C. Michael Kojaian
Kojaian Holdings LLC
By: /s/ Mike Kojaian
--------------------------
Mike Kojaian, Its Member
By: /s/ C. Michael Kojaian
--------------------------
C. Michael Kojaian, Its Member
Accepted and agreed to as of
August 30, 1999:
By: /s/ Heinz C. Prechter
---------------------------
Heinz C. Prechter
ASC Holdings LLC
By: /s/ Heniz C. Prechter
---------------------------
Heinz C. Prechter, Its Member