EXHIBIT 10.34
AGREEMENT
This Agreement (the "Agreement") is dated as of January 10, 1997, is made
by and among DeCrane Aircraft Holdings, Inc., an Ohio corporation (the
"Company"), and the several parties named on the signature page to this
Agreement (the "Shareholders").
PRELIMINARY STATEMENTS
A. The Shareholders and the Company are parties to (i) that certain
Fourth Amended and Restated Shareholders Agreement (the "Shareholders
Agreement") and (ii) that certain Fourth Amended and Restated Registration
Rights Agreement (the "Registration Rights Agreement"), each dated as of
September 18, 1996.
B. The shareholders are concurrently herewith approving a merger of the
Company with and into DAHX, Inc. (the name of which will become DeCrane
Aircraft Holdings, Inc. upon the effectiveness of the merger), a Delaware
Corporation ("Newco").
C. The Shareholders and the Company are entering into this Agreement
for the purposes of (i) continuing the provisions of the Shareholders
Agreement and the Registration Rights Agreement with respect to securities of
Newco to be received by the Shareholders and (ii) to provide for the
modifications of the rights of the Shareholders pursuant to the Shareholders
Agreement and the Registration Rights Agreement if on or before May 5, 1997
the following occur: (a) the effectiveness of a registration statement on
form S-1 for common stock by Newco (the "IPO"), (b) Newco receiving funds in
such IPO an amount not less than $25 million as the net proceeds of the
offering, and (c) in which the Company has an equity value of not less than
$55 million. The events referred to in clauses (a) and (b) of the foregoing
sentence are referred to herein as "Funding of the IPO."
D. To enable the Company to complete the IPO, the Shareholders will
agree to waive the rights to dividends if the IPO is effective by May 5, 1997.
Based on the foregoing facts and circumstances, the parties hereby agree
as follows:
1. INCORPORATION OF THE TERMS OF THE REGISTRATION RIGHTS AGREEMENT.
Upon the effectiveness of the merger of the Company with and into
Newco, each of the Shareholders and Newco agree to be bound by the provisions
of the Registration Rights Agreement as if "Newco" were the "Company" named
therein.
2. INCORPORATION OF THE TERMS OF THE SHAREHOLDERS AGREEMENT.
Upon the effectiveness of the merger of the Company with and into
Newco, each of the Shareholders and Newco agree to be bound by the provisions
of the Shareholders Agreement as if "Newco" were the "Company" named therein.
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3. AMENDMENTS TO SHAREHOLDERS AGREEMENT
CONDITIONED UPON FUNDING OF THE IPO.
Upon the Funding of the IPO and repayment in full of all
indebtedness of the Company due or owing to Electra and Nassau, including
without limitation interest thereon, and payment of all expenses owning in
connection therewith (collectively, the "Debt Repayment"), the following
provision of the Shareholders Agreement shall be amended as set forth in this
Section 3:
3.1 Section 8(a) shall be deleted and the following provision
substituted in its place: "With respect to each Brantley, DSV and Nassau, so
long as such owns 5% of the Common Equivalent Shares of the Company, the then
existing Board of Directors of the Company shall nominate a designee named by
each such entity as a company nominee to the Board of Directors and use its
reasonable efforts to solicit proxies voting for the Company's nominees."
3.2 Section 8(c) shall be of no further force or effect.
4. AMENDMENTS TO REGISTRATION RIGHTS AGREEMENT.
Upon the funding of the IPO and the Debt Repayment, the parties
agree to the terms of the Fifth Amended and Restated Registration Rights
Agreement, a copy of which is attached hereto as Exhibit A (for the purposes
of the fax transmission of this Agreement, only pages 1, 3, 5, 8 and the
Rider to the Fifth Amended and Restated Registration Rights Agreement are
attached). Except for the handwritten changes on pages 1, 3, 6, 8 and the
Rider to the Fifth Amended and Restated Registration Rights Agreement, all
other pages are unchanged from the Fourth Amended and Restated Registration
Rights Agreement.
5. WAIVER OF RIGHT OF DIVIDENDS.
Notwithstanding the provisions of the Articles of Incorporation, so
long as the registration statement for the IPO becomes effective on or before
May 6, 1997, each Shareholder does hereby waive the right to any dividends
which accrue on or before May 5, 1997 on any class of any security owned by
such Shareholder.
6. CONVERSION OF PREFERRED STOCK AND
EXERCISE OF WARRANTS TO PURCHASE COMMON STOCK.
Concurrent with the Funding of the IPO and the Debt Repayment,
except for the E, F and G Warrants issued to Nassau which Warrants will not
be exercised at this time, each of the Shareholders shall have converted its
shares of Preferred Stock into Common Stock and, except for ING and Provident
with respect to the "$4 warrants". In any manner specified in any such
warrant, shall have exercised all of its warrants to purchase common stock.
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7. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, and for all purposes; facsimile
signatures shall be deemed to be originals. This Agreement shall be effective
only when executed by all parties.
DeCRANE AIRCRAFT HOLDINGS, INC.
a Ohio corporation
By: /s/ R. Jack DeCrane
R. Jack DeCrane, Chief Executive Officer
DAHX, INC.,
a Delaware corporation
By: /s/ R. Jack DeCrane
R. Jack DeCrane, Chief Executive Officer
BANC ONE CAPITAL PARTNERS, L.P.
By: /s/ illegible
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BOCP Corporation, General Partner,
By Authorized Signatory
BRANTLEY VENTURE PARTNERS II, L.P.
By: /s/ Paul H. Cascio
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Paul H. Cascio, General Partner
/s/ R. Jack DeCrane
--------------------------------------
R. JACK DeCRANE, In his Individual
capacity
DSV PARTNERS, IV
By: DSV Management, Ltd.
By: /s/ James R. Bergman
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James R. Bergman, General Partner
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INTERNATIONALE NEDERLANDEN (U.S.)
CAPITAL CORPORATION
By: /s/ illegible
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Its: Senior Associate
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THE PROVIDENT BANK
By: /s/ illegible
--------------------------------
Its: Vice President
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NASSAU CAPITAL PARTNERS L.P.
By: NASSAU CAPITAL L.L.C.,
General Partner
By: /s/ illegible
-----------------------------
Its: Member
-----------------------------
NAS PARTNERS LLC.
By: /s/ illegible
--------------------------------
Its: Member
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ELECTRA INVESTMENT TRUST, P.L.C.
By: /s/ illegible
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Its:
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ELECTRA ASSOCIATES, INC.
By: /s/ illegible
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Its:
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