EXECUTION
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of October 14, 1999 (this
"AGREEMENT"), is made by and among J.L. French Automotive Castings, Inc., a
Delaware corporation (the "COMPANY"), Onex American Holdings LLC, a Delaware
limited liability company ("ONEX"), J2R Partners III, a Minnesota general
partnership ("J2R") and the Persons set forth on SCHEDULE A attached hereto
(Onex, J2R and the Persons set forth on SCHEDULE A are collectively referred to
herein as the "PURCHASERS"). The Purchasers will purchase, severally and not
jointly, the number of shares of securities listed on the "SCHEDULE OF
PURCHASERS" attached hereto. Except as otherwise indicated, capitalized terms
used herein are defined in SECTION 7 hereof.
The Company will acquire Nelson Metal Products Corporation (the
"ACQUISITION") pursuant to a Stock Purchase Agreement, dated as of September 10,
1999, among the Company and certain sellers listed therein (the "PURCHASE
AGREEMENT"). The Purchasers are entering into this Agreement to provide equity
financing for the Acquisition.
The parties hereto agree as follows:
Section 1. AUTHORIZATION OF COMMON STOCK. The Company will
authorize the issuance and sale to the Purchasers of:
(i) 1,112.52858 shares of Class A Common Stock, par value $.01 per
share (the "CLASS A-1 COMMON"), for a purchase price of $4,211.97 per
share;
(ii) 3,560.01378 shares of Class B Common Stock, par value $.01 per
share (the "CLASS B COMMON"), for a purchase price of $5,263.19 per share;
(iii) 890.00344 shares of Class C Common Stock, par value $.01 per
share (the "CLASS C COMMON"), for a purchase price of $6.65 per share.
(iv) 1,080.22121 shares of Class D-1 Common Stock, par value $.01
per share (the "CLASS D-1 COMMON"), for a purchase price of $5,263.19 per
share;
(v) 1,117.46991 shares of Class D-2 Non-Voting Common Stock, par
value $.01 per share (the "CLASS D-2 COMMON"), for a purchase price of
$5,263.19 per share;
(vi) 549.42278 shares of Class E Common Stock, par value $.01 per
share (the "CLASS E COMMON"), for a purchase price of $7.07 per share;
The Class A Common, Class B Common, Class C Common, Class D-1
Common, Class D-2 Common and Class E Common are hereinafter sometimes referred
to collectively as the "COMMON STOCK."
Section 2. PURCHASE AND SALE OF COMMON STOCK.
2A. PURCHASE AND SALE. The Company will sell to each Purchaser,
and, subject to the terms and conditions set forth herein, each Purchaser will
purchase from the Company the number of shares of Common Stock as set forth
beside such Purchaser's name on the SCHEDULE OF PURCHASERS attached hereto, at
the purchase price per share as set forth in SECTION 1 above. The sale to and
purchase by each Purchaser of the securities to be purchased by such Purchaser
hereunder will constitute a separate sale and purchase.
2B. THE CLOSING. The closing of the separate sales and purchases
of the Common Stock hereunder (the "CLOSING") will take place at the offices of
Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois 60601 on the date
hereof. At the Closing, the Company will deliver to each Purchaser a
certificate or certificates evidencing the number of shares of each class of
Common Stock to be purchased by such Purchaser, registered in the name of the
Purchaser against payment of the purchase price therefor by delivery of a
cashier's or certified check or checks of immediately available funds or by wire
transfer of immediately available funds to a bank account designated by the
Company.
Section 3. CONDITIONS OF EACH PURCHASER'S OBLIGATION AT THE
CLOSING. The obligation of each Purchaser to purchase and pay for the Common
Stock to be purchased by such Purchaser at the Closing is subject to the
satisfaction on or before the Closing of the following conditions:
3A. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in SECTION 5 hereof will be true in all
material respects at and as of the Closing as though then made, except to the
extent of changes caused by transactions expressly contemplated herein.
3B. AMENDED CERTIFICATE OF INCORPORATION. The Company's
Certificate of Incorporation will have been amended under the laws of the State
of Delaware as set forth in EXHIBIT A attached hereto (as so amended, the
"AMENDED CERTIFICATE OF INCORPORATION"). The Amended Certificate of
Incorporation will be in full force and effect under the laws of the State of
Delaware as of the Closing and will not have been further amended or modified.
3C. CLOSING DOCUMENTS. The Company will have delivered to each of
the Purchasers the following documents:
(i) an Officer's Certificate from the Company, dated the date of
the Closing, stating that the conditions specified in SECTION 1 and SECTIONS 3A
and 3B, inclusive, have been satisfied; and
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(ii) certified copies of the Amended Certificate of Incorporation
and the Bylaws as in effect at the Closing.
3D. WAIVER. Any condition specified in this SECTION 3 may be
waived by any Purchaser as to such Purchaser. No such waiver will be effective
against such Purchaser unless it is set forth in a writing executed by such
Purchaser.
Section 4. RESTRICTIONS ON TRANSFERS.
4A. RESTRICTIONS. Restricted Securities are transferable pursuant
to (i) public offerings registered under the Securities Act, (ii) Rule 144 of
the Securities and Exchange Commission (or any similar rule then in force) if
such rule is available, and (iii) subject to the conditions specified in SECTION
4B, any other legally available means of transfer, including any other exemption
from registration under the Securities Act.
4B. PROCEDURE FOR TRANSFER. In connection with the transfer of
any Restricted Securities (other than a transfer referred to in clauses (i) or
(ii) of SECTION 4A above), the holder thereof will deliver written notice to the
Company describing in reasonable detail the transfer or proposed transfer,
together with an opinion (reasonably satisfactory to the Company) of Kirkland &
Ellis or other counsel which (to the Company's reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such transfer of
Restricted Securities may be effected without registration of such Restricted
Securities under the Securities Act. In addition, if the holder of such
Restricted Securities delivers to the Company an opinion of such counsel to the
effect that no subsequent transfer of such Restricted Securities will require
registration under the Securities Act, the Company will promptly upon such
contemplated transfer deliver new certificates for such Restricted Securities
which do not bear the Securities Act Legend set forth in SECTION 6A below. If
the Company is not required to deliver new certificates for such Restricted
Securities not bearing such legend, the holder thereof will not transfer the
same until the prospective transferee has confirmed to the Company in writing
its agreement to be bound by the conditions contained in this SECTION 4B and
SECTION 6A.
Section 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby represents and warrants to the Purchasers that as of the Closing:
5A. ORGANIZATION, ETC. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has all requisite corporate power and authority to carry
on its businesses as now conducted and presently proposed to be conducted and to
carry out the transactions contemplated by this Agreement, except where the
failure to have such power and authority would not have a material adverse
effect upon the business or financial condition of the Company.
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5B. CAPITAL STOCK AND RELATED MATTERS.
(i) As of the Closing hereunder, (a) the authorized capital stock
of the Company will consist of 20,000 of Class A Common, 30,000 shares of Class
B Common, 20,000 shares of Class C Common, 15,000 shares of Class D-1 Common,
15,000 shares of Class D-2 Common and 20,000 shares of Class E Common and (b)
the Company will have issued, and there will be outstanding, 9,763.75455 shares
of Class A Common, 20,659.90688 shares of Class B Common, 5,164.97674 shares of
Class C Common, 6,590.18691 shares of Class D-1 Common, 6,817.43451 shares of
Class D-2 Common and 3,351.90538 shares of Class E Common.
(ii) As of the Closing hereunder, the Company will not have
outstanding any stock or securities convertible or exchangeable for any shares
of its capital stock, nor will it have outstanding any rights, subscriptions,
warrants, agreements, commitments or options to subscribe for or to purchase any
capital stock or any stock or securities convertible into or exchangeable for
any capital stock, except (i) the Convertible Note (as defined herein) and (ii)
offers to members of the Company's management to acquire shares of Common Stock.
As of the Closing, all of the outstanding shares of the Company's capital stock
will have been duly authorized, and upon payment therefore will be validly
issued and will be fully paid and nonassessable.
5C. AUTHORIZATION; NO BREACH. The execution, delivery and
performance of this Agreement and all other agreements and transactions
contemplated hereby and thereby have been duly authorized by the Company. The
Agreement constitutes the valid and binding obligation of the Company
enforceable in accordance with its terms, subject to the availability of
equitable remedies and to the laws of bankruptcy and other similar laws
affecting creditors' rights generally. The execution and delivery by the
Company of this Agreement and all other agreements and instruments contemplated
hereby and thereby to be executed by the Company, including the filing of the
Amended Certificate of Incorporation with the Secretary of State of Delaware,
and the offering, sale and issuance of the Common Stock hereunder, do not and
will not (i) conflict with or result in a breach of the terms, conditions or
provisions of, (ii) constitute a default under, (iii) result in the creation of
any lien, security interest, charge or encumbrance upon the Company's capital
stock or assets pursuant to, (iv) give any third party the right to accelerate
any obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice to or
filing with any court or administrative or governmental body (other than in
connection with certain state and federal securities laws) or any other third
party pursuant to, the Amended Certificate of Incorporation or the Bylaws, or
any law, statute, rule, regulation, instrument, order, judgment or decree to
which the Company is subject or any agreement or instrument to which the Company
is a party, or by which its assets are bound, except where the existence of any
such conflict, breach, default, right to accelerate or violation, or the
creation of any such lien, security interest, charge or encumbrance, or the
failure to obtain, take or make any such authorization, consent, approval,
exemption, other action, notice or filing, could not reasonably be expected to,
individually or in the aggregate, have a material adverse effect on the
financial condition, operating results or assets of the Company and its
Subsidiaries taken as a whole.
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Section 6. PURCHASERS' REPRESENTATIONS AND WARRANTIES.
6A. PURCHASER'S INVESTMENT REPRESENTATIONS. Each Purchaser hereby
represents that it is acquiring the Restricted Securities purchased by such
Purchaser hereunder for its own account with the present intention of holding
such securities for investment purposes and that it has no intention of selling
such securities in a public distribution in violation of federal or state
securities laws; provided that nothing contained herein will prevent the
Purchasers and the subsequent holders of such securities from transferring such
securities in compliance with the provisions of SECTION 4 hereof. Each
certificate for Restricted Securities will be conspicuously imprinted with a
legend substantially in the following form (the "SECURITIES ACT LEGEND"):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON OCTOBER 14, 1999, AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF
SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCK
PURCHASE AGREEMENT DATED AS OF OCTOBER 14, 1999, BETWEEN THE ISSUER
(THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY
RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH
CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON
WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE
COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE."
Whenever any shares of Common Stock cease to be Restricted Securities and are
not otherwise restricted securities, the holder thereof will be entitled to
receive from the Company, without expense, upon surrender to the Company of the
certificate representing such shares of Common Stock, a new certificate
representing such shares of Common Stock of like tenor but not bearing a legend
of the character set forth above.
6B. OTHER REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each
Purchaser hereby severally represents and warrants to and covenants and agrees
with, the Company that:
(i) such Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the securities purchased
hereunder and has had full access to such other information concerning the
Company as such Purchaser may have requested and that in making its decision to
invest in the securities being purchased hereunder it is not in any way relying
on the fact that any other person has decided to be a Purchaser hereunder or to
invest in the securities;
(ii) such Purchaser (a) is an "accredited investor" as defined in
Rule 501(a) under the Securities Act or (b) by reason of its business and
financial experience, and the business and financial experience of those
retained by it to advise it with respect to its investment in the securities
being purchased hereunder, it, together with such advisors, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks
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of its prospective investment in such securities, is able to bear the economic
risk of such investment and, at the present time, is able to afford a complete
loss of such investment; and
(iii) such Purchaser has all requisite power and authority to enter
into, deliver and consummate the transactions contemplated by this Agreement
(including the purchase of the securities to be purchased by such Purchaser
hereunder), and such agreement has been duly authorized, executed and delivered
by such Purchaser and constitutes a valid and binding obligation of such
Purchaser enforceable in accordance with its terms (subject to the availability
of equitable remedies and to the laws of bankruptcy and other similar laws
affecting creditors' rights generally) and, as applicable, does not violate such
Purchaser's charter, by-laws or other organizational documents.
Section 7. WAIVER OF PRE-EMPTIVE RIGHTS; APPROVAL OF JOINDER.
7A. TOWER CONVERTIBLE NOTE. On or about the date hereof the
Company will issue a Subordinated Convertible Note (the "CONVERTIBLE NOTE") to
Tower Automotive, Inc., a Delaware corporation ("TOWER"), convertible into
5,087.5480 shares of Class A Common. The Purchasers, as "Stockholders" under
the Stockholders Agreement and holders of "Registrable Securities" under the
Registration Agreement, hereby waive any and all pre-emptive rights under
Article 6 of the Stockholders Agreement with respect to the issuance of the
Convertible Note and any shares of Common Stock issued upon conversion thereof.
The Purchasers further consent to (i) the addition of Tower as a party to the
Stockholders Agreement and acknowledge that, upon execution of a joinder
agreement thereto, Tower will be a "Stockholder" and a holder of "Common Stock"
for all purposes thereunder and (ii) the addition of Tower as a party to the
Registration Agreement and acknowledge that, upon execution of a joinder
agreement thereto, Tower will be an "Investor" and a holder of "Registrable
Securities" for all purposes thereunder.
7B. ONEX EMPLOYEE STOCKHOLDERS. Pursuant to this agreement,
certain employees of Onex (the "ONEX EMPLOYEE STOCKHOLDERS") are acquiring
Common Stock. The Purchasers, as "Stockholders" under the Stockholders
Agreement and holders of "Registrable Securities" under the Registration
Agreement hereby consent to (i) the addition of each Onex Employee Stockholder
as a party to the Stockholders Agreement and acknowledge that, upon execution of
a joinder thereto, each such Onex Employee Stockholder will be a "Stockholder"
and a holder of "Common Stock" for all purposes thereunder and (ii) the addition
of each Onex Employee Stockholder as a party to the Registration Agreement and
acknowledge that, upon execution of a counterpart thereto, each such Onex
Employee Stockholder will be an "Investor" and a holder of "Registrable
Securities" for all purposes thereunder.
Section 8. DEFINITIONS.
"BYLAWS" means the Bylaws of the company, as such Bylaws may be
modified, amended or amended and restated from time to time.
"OFFICER'S CERTIFICATE" means a certificate signed by any executive
officer of the Company, stating that (i) the person signing such certificate has
made or has caused to be made such
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investigations as are necessary in order to permit him to verify the accuracy of
the information set forth in such certificate, and (ii) to the best of such
person's knowledge, such certificate does not misstate any material fact or omit
to state any fact necessary to make the certificate not misleading.
"PERSON" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency, or political subdivision thereof.
"REGISTRATION AGREEMENT" means that certain registration agreement,
dated as of April 21, 1999 among the Company, Onex, J2R and certain other
Stockholders.
"RESTRICTED SECURITIES" means the Common Stock issued hereunder and
any securities issued with respect to such Common Stock by way of any stock
dividend or stock split, or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Restricted Securities, such securities will cease to be Restricted
Securities when they have (a) been effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(b) become eligible for sale pursuant to Rule 144 (excluding Rule 144(k)) of the
Securities and Exchange Commission (or any similar rule then in force), or (c)
been otherwise transferred and new securities for them not bearing the
Securities Act Legend set forth in SECTION 6A have been delivered by the
company in accordance with SECTION 4B. Whenever any particular securities cease
to be Restricted Securities, the holder thereof will be entitled to receive from
the Company, without expense, new securities of like tenor not bearing a
Securities Act Legend of the character set forth in SECTION 6A.
"RULE 144" means Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar federal law then in force.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, or any similar federal law then in force.
"SECURITIES AND EXCHANGE COMMISSION" includes any governmental body
or agency succeeding to the functions thereof.
"STOCKHOLDERS AGREEMENT" means that certain Investor Stockholder
Agreement, dated as of April 21, 1999, among the Company, Onex, J2R and certain
other stockholders.
"SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that
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Person or a combination thereof, or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the partnership
or other similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more Subsidiaries of that
Person or a combination thereof. For purposes hereof, a Person or Persons shall
be deemed to have a majority ownership interest in a limited liability company,
partnership, association or other business entity if such Person or Persons
shall be allocated a majority of limited liability company, partnership,
association or other business entity gains or losses or shall be or control any
managing director or general partner of such limited liability company,
partnership, association or other business entity.
Section 9. MISCELLANEOUS.
9A. REMEDIES. The holders of Common Stock acquired hereunder
(directly or indirectly) will have all of the rights and remedies set forth in
this Agreement and the Amended Certificate of Incorporation, and all of the
rights and remedies which such holders have been granted at any time under any
other agreement or contract, and all of the rights and remedies which such
holders have under any law. Any Person having any rights under any provision of
this Agreement will be entitled to enforce such rights specifically, to recover
damages by reason of any breach of any provision of this Agreement, and to
exercise all other rights granted by law.
9B. AMENDMENTS AND WAIVERS. Except as otherwise provided herein,
any provision hereof may be amended or waived generally and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
holders of at least a majority of the outstanding shares of Common Stock issued
hereunder and, to the extent that any modification, amendment or waiver
adversely affects the rights of the holders of any class of Common Stock, by the
holders of at least a majority of the outstanding shares initially issued
hereunder of such adversely affected class of Common Stock. No course of
dealing between the Company and any holder of Common Stock or any delay on the
part of any such holder in exercising any rights hereunder or under any
agreement contemplated hereby or under the Amended Certificate of Incorporation
or the Bylaws will operate as a waiver of any rights of any such holder.
9C. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties contained herein or made in writing by any party
in connection herewith will survive the execution and delivery of this
Agreement, regardless of any investigation made by any Purchaser or on its
behalf.
9D. SUCCESSORS AND ASSIGNS.
(i) Except as otherwise expressly provided herein, all covenants
and agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of such parties whether so expressed or not. In addition, and whether
or not any express assignment has been made, the provisions of this Agreement
which are for any Purchaser's benefit as the purchaser or holder of Common Stock
are also for the benefit of and enforceable by any subsequent holder of such
Purchaser's Common Stock.
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(ii) If a sale, transfer, assignment or other disposition of any
Common Stock is made in accordance with the provisions of this Agreement to any
Person and such securities remain Restricted Securities immediately after such
disposition, such Person shall, at or prior to the time such securities are
acquired, execute a counterpart of this Agreement with such modifications
thereto as may be necessary to reflect such acquisition, and such other
documents as are necessary to confirm such Person's agreement to become a party
to, and to be bound by, all covenants, terms and conditions of this Agreement as
theretofore amended.
9E. SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable under any applicable law or rule in any jurisdiction,
such provision will be ineffective only to the extent of such invalidity,
illegality or unenforceability in such jurisdiction, without invalidating the
remainder of this Agreement in such jurisdiction or any provision hereof in any
other jurisdiction.
9F. COUNTERPARTS. This Agreement may be executed simultaneously
in two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
9G. DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
9H. GOVERNING LAW. The corporate law of Delaware will govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto will be governed by the internal
law, and not the law of conflicts, of New York.
9I. NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and shall be delivered personally or by telex or telecopy as
described below or by reputable over night courier, and shall be deemed given on
the date on which such delivery is made. If delivered by telex or telecopy such
notices or communications shall be confirmed by a letter delivered by a
reputable overnight courier service. Notices, demands and communications will
be sent to each Purchaser, other than Onex and J2R, at such Purchaser's address
as indicated in the books and records of the Company's transfer agent and
registrar and to the Company, Onex and J2R at the address indicated below (or at
such other address for a party as shall be specified by such party by notice as
provided herein to the other parties):
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NOTICES TO THE COMPANY:
J.L. French Automotive Castings, Inc.
3101 South Taylor Drive
Sheboygan, WI 53082
Attention: Chief Executive Officer
Telecopy: (920) 458-4861
WITH A COPY TO:
Kirkland and Ellis
200 E. Randolph Drive
Chicago, Illinois 60601
Attention: John A. Schoenfeld, Esq.
Telecopy: (312) 861-2200
NOTICES TO ONEX
Onex American Holdings LLC
c/o ONEX Investment Corp.
712 Fifth Avenue, 40th Floor
New York, New York 10019
Attention: Eric J. Rosen
Telecopy: (212) 582-0909
WITH A COPY TO:
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: John A. Schoenfeld, Esq.
Telecopy: (312) 861-2200
NOTICES TO J2R
J2R Partners III
c/o Hidden Creek Industries
4508 IDS Center
Minneapolis, Minnesota 55402
Attention: Carl E. Nelson
Telecopy: (612) 332-2012
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WITH A COPY TO:
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: John A. Schoenfeld, Esq.
Telecopy: (312) 861-2200
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
By:
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Its:
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ONEX AMERICAN HOLDINGS LLC
By:
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Its:
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J2R PARTNERS III
By:
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Its:
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BANCAMERICA CAPITAL INVESTORS II, L.P.
By: BancAmerica Capital Management II, L.P.
Its: General Partner
By: BACM II, GP, LLC
Its: General Partner
By:
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Its: Authorized Member
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By:
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Its:
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NORWEST EQUITY CAPITAL, L.L.C.
By: Itasca NEC, L.L.C., Managing Member
By: , Member
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ROBERT W. BAIRD & CO. INCORPORATED
By:
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Its:
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SIGNATURE PAGE TO THE STOCK PURCHASE AGREEMENT
BCP II AFFILIATES FUND LIMITED PARTNERSHIP
By: Robert W. Baird & Co. Incorporated
Its: General Partner
By:
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Its:
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BAIRD CAPITAL PARTNERS II LIMITED
PARTNERSHIP
By: Baird Capital Partners Management
Company, L.L.C.
Its: General Partner
By:
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Its:
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RANDOLPH STREET PARTNERS II
By:
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Its:
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WINDWARD/METROPOLITAN, L.L.C.
By:
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Its:
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WINDWARD/PARK WACI, L.L.C.
By:
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Its:
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Charles M. Waldon
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Dugald K. Campbell
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Scott D. Rued
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Carl E. Nelson
CONTINUATION OF SIGNATURE PAGES TO THE STOCK PURCHASE AGREEMENT
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David J. Huls
Onex Advisor LLC
By:
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Its:
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1170809 Ontario Inc.
By:
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Its:
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1170810 Ontario Inc.
By:
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Its:
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1170812 Ontario Inc.
By:
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Its:
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1170698 Ontario Inc.
By:
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Its:
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Kaban Investments
By:
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Its:
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Mark Briggs
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Naveen Jeereddi
CONTINUATION OF SIGNATURE PAGES TO THE STOCK PURCHASE AGREEMENT
1299039 Ontario Inc.
By:
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Its:
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Robert Lantos
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Brian King
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Robert Prichard
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Serge Gouin
Mercury Trade International Ltd.
By:
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Its:
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United Trustco Limited
By:
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Its:
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Medavoy 1987 Trust dated January 25, 1999
By:
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Its:
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1376654 Ontario Inc.
By:
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Its:
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CONTINUATION OF SIGNATURE PAGES TO THE STOCK PURCHASE AGREEMENT
1376653 Ontario Inc.
By:
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Its:
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HRON Canadian Investments Ltd.
By:
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Its:
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Brent Belzberg Family Trust
By:
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Its:
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Brian Mulroney
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Don Gales
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Arnold Messer
2668921 Manitoba Ltd.
By:
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Its:
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1170821 Ontario Inc.
By:
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Its:
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SMM (Kyzalea)
By:
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Its:
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CONTINUATION OF SIGNATURE PAGES TO THE STOCK PURCHASE AGREEMENT
1170697 Ontario Inc.
By:
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Its:
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1170819 Ontario Inc.
By:
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Its:
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1301449 Ontario Inc.
By:
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Its:
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1352536 Ontario Inc.
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1352537 Ontario Inc.
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CONTINUATION OF SIGNATURE PAGES TO THE STOCK PURCHASE AGREEMENT
SCHEDULE A
BancAmerica Capital Investors II, L.P.
The Northwestern Mutual Life Insurance Company
Norwest Equity Capital, L.L.C.
Robert W. Baird & Co. Incorporated
BCP II Affiliates Fund Limited
Baird Capital Partners II Limited Partnership
Randolph Street Partners II
Windward/Metropolitan L.L.C.
Windward/Park WACI, L.L.C.
Charles M. Waldon
S.A. Johnson
Dugald K. Campbell
Karl F. Storrie
Scott D. Rued
Robert R. Hibbs
Carl E. Nelson
David J. Huls
Mary L. Johnson
Judith A. Vijums
Dan F. Moorse
Onex Advisor LLC
1170809 Ontario Inc.
1170810 Ontario Inc.
1170812 Ontario Inc.
1170698 Ontario Inc.
Kaban Investments
Mark Briggs
Naveen Jeereddi
1299039 Ontario Inc.
Robert Lantos
Brian King
Robert Prichard
Serge Gouin
Mercury Trade International Ltd.
United Trustco Limited
Medavoy 1987 Trust dated January 25, 1999
1376654 Ontario Inc.
1376653 Ontario Inc.
HRON Canadian Investments Ltd.
Brent Belzberg Family Trust
Brian Mulroney
Don Gales
Arnold Messer
2668921 Manitoba Ltd.
1170821 Ontario Inc.
SMM (Kyzalea)
1170697 Ontario Inc.
1170819 Ontario Inc.
1301449 Ontario Inc.
1352536 Ontario Inc.
1352537 Ontario Inc.
SCHEDULE OF PURCHASERS
Shares of Class A Shares of Class B Shares of Class C Shares of Class D-1
Purchaser Common Stock Common Stock Common Stock Common Stock
- ------------------------ ----------------- ----------------- ----------------- --------------------
J2R Partners III 0 0 890.00344 0
Onex American Holdings 0 1,501.76276 0 0
LLC
BancAmerica Capital 0 0 0 0
Investors II, L.P.
The Northwestern Mutual 0 0 0 744.98007
Life Insurance Company
Norwest Equity Capital, 0 0 0 0
L.L.C.
Robert W. Baird & Co 0 0 0 202.99220
Incorporated
BCP II Affiliates Fund 0 0 0 23.15398
Limited Partnership
Baird Capital Partners 0 0 0 71.84589
II Limited Partnership
Randolph Street Partners 0 0 0 37.24908
II
Windward / Metropolitan 72.82206 0 0 0
L.L.C.
Windward / Park WACI, 858.09060 0 0 0
LLC
Shares of Class D-2 Shares of Class E Total Purchase
Purchaser Common Stock Common Stock Price
- ------------------------ ------------------- ----------------- --------------
J2R Partners III 0 549.42278 $9,803
Onex American Holdings 0 0 $7,904,218.63
LLC
BancAmerica Capital 446.98800 0 $2,352,583
Investors II, L.P.
The Northwestern Mutual 0 0 $3,920,972
Life Insurance Company
Norwest Equity Capital, 670.48191 0 $3,528,874
L.L.C.
Robert W. Baird & Co 0 0 $ 1,068,389
Incorporated
BCP II Affiliates Fund 0 0 $ 121,880
Limited Partnership
Baird Capital Partners 0 0 $ 378,120
II Limited Partnership
Randolph Street Partners 0 0 $ 196,049
II
Windward / Metropolitan 0 0 $ 306,724
L.L.C.
Windward / Park WACI, 0 0 $ 3,614,248
LLC
Shares of Class A Shares of Class B Shares of Class C Shares of Class D-1
Purchaser Common Stock Common Stock Common Stock Common Stock
- ------------------------ ----------------- ----------------- ----------------- --------------------
Charles M. Waldon 117.62917 0 0 0
Dugald K. Campbell 29.56102 0 0 0
Scott D. Rued 17.80641 0 0 0
Carl E. Nelson 11.87094 0 0 0
David J. Huls 4.74838 0 0 0
Onex Advisor LLC 0 798.96195 0 0
1170809 Ontario Inc. 0 37.81920 0 0
1170810 Ontario Inc. 0 52.22672 0 0
1170812 Ontario Inc. 0 86.31175 0 0
1170698 Ontario Inc. 0 20.68971 0 0
Kaban Investments 0 6.82021 0 0
Mark Briggs 0 4.54414 0 0
Naveen Jeereddi 0 6.82021 0 0
1299039 Ontario Inc. 0 6.82021 0 0
Robert Lantos 0 34.08504 0 0
Brian King 0 6.82021 0 0
Robert Prichard 0 22.72069 0 0
Serge Gouin 0 45.44938 0 0
Shares of Class D-2 Shares of Class E Total Purchase
Purchaser Common Stock Common Stock Price
- ------------------------ ------------------- ----------------- --------------
Charles M. Waldon 0 0 $ 495,450
Dugald K. Campbell 0 0 $124,510
Scott D. Rued 0 0 $75,000
Carl E. Nelson 0 0 $50,000
David J. Huls 0 0 $20,000
Onex Advisor LLC 0 0 $4,205,171.37
1170809 Ontario Inc. 0 0 $199,053.53
1170810 Ontario Inc. 0 0 $274,884.55
1170812 Ontario Inc. 0 0 $454,284.10
1170698 Ontario Inc. 0 0 $108,896.02
Kaban Investments 0 0 $35,896.76
Mark Briggs 0 0 $23,917.13
Naveen Jeereddi 0 0 $35,896.76
1299039 Ontario Inc. 0 0 $35,896.76
Robert Lantos 0 0 $179,399.55
Brian King 0 0 $35,896.76
Robert Prichard 0 0 $119,585.66
Serge Gouin 0 0 $239,213.44
Shares of Class A Shares of Class B Shares of Class C Shares of Class D-1
Purchaser Common Stock Common Stock Common Stock Common Stock
- ------------------------ ----------------- ----------------- ----------------- --------------------
Mercury Trade 0 284.99265 0 0
International Ltd.
United Trustco Limited 0 169.49316 0 0
Medavoy 1987 Trust dated 0 11.36435 0 0
January 25, 1999
1376654 Ontario Inc. 0 23.86273 0 0
1376653 Ontario Inc. 0 2.38707 0 0
HRON Canadian 0 45.44938 0 0
Investments Ltd.
Brent Belzberg Family 0 22.72069 0 0
Trust
Brian Mulroney 0 22.72069 0 0
Don Gales 0 227.23890 0 0
Arnold Messer 0 17.04252 0 0
2668921 Manitoba Ltd. 0 11.36435 0 0
1170821 Ontario Inc. 0 27.91294 0 0
SMM (Kyzalea) 0 18.14168 0 0
1170697 Ontario Inc. 0 12.56400 0 0
Shares of Class D-2 Shares of Class E Total Purchase
Purchaser Common Stock Common Stock Price
- ------------------------ ------------------- ----------------- --------------
Mercury Trade 0 0 $1,500,000.00
International Ltd.
United Trustco Limited 0 0 $892,092.29
Medavoy 1987 Trust dated 0 0 $59,813.89
January 25, 1999
1376654 Ontario Inc. 0 0 $125,596.53
1376653 Ontario Inc. 0 0 $12,563.87
HRON Canadian 0 0 $239,213.44
Investments Ltd.
Brent Belzberg Family 0 0 $119,585.66
Trust
Brian Mulroney 0 0 $119,585.66
Don Gales 0 0 $1,196,025.08
Arnold Messer 0 0 $89,699.78
2668921 Manitoba Ltd. 0 0 $59,813.89
1170821 Ontario Inc. 0 0 $146,914.00
SMM (Kyzalea) 0 0 $95,485.00
1170697 Ontario Inc. 0 0 $66,128.00
Shares of Class A Shares of Class B Shares of Class C Shares of Class D-1
Purchaser Common Stock Common Stock Common Stock Common Stock
- ------------------------ ----------------- ----------------- ----------------- --------------------
1170819 Ontario Inc. 0 12.56400 0 0
1301449 Ontario Inc. 0 10.30928 0 0
1352536 Ontario Inc. 0 7.33707 0 0
1352537 Ontario Inc. 0 0.69614 0 0
TOTAL 1,112.52858 3,560.01378 890.00344 1,080.22121
Shares of Class D-2 Shares of Class E Total Purchase
Purchaser Common Stock Common Stock Price
- ------------------------ ------------------- ----------------- --------------
1170819 Ontario Inc. 0 0 $66,128.00
1301449 Ontario Inc. 0 0 $54,260.76
1352536 Ontario Inc. 0 0 $38,617.13
1352537 Ontario Inc. 0 0 $3,664.00
TOTAL 1,117.46991 549.42278 $35,000,000.00
LIST OF EXHIBITS
Exhibit A Amended Certificate of Incorporation