EXHIBIT 10.22
AMENDMENT NO. 1
TO
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
This Amendment No. 1 (this "Amendment"), effective as of
January 31, 2003, to the Amended and Restated Stockholders' Agreement (the
"Agreement") effective as of November 28, 2000 by and among MSX INTERNATIONAL
INC., a Delaware corporation (the "Company"), Court Square Capital Limited, a
Delaware corporation ("Court Square"), each of the individuals or entities whose
name appears on the signature pages hereto under the heading "Management Group"
(individually, a "Management Group Member" and, collectively, the "Management
Group"), each of the individuals or entities whose name appears on the signature
pages hereto under the heading "CVC Group" (individually, a "CVC Stockholder"
and, collectively, the "CVC Stockholders") and each of the other individuals
whose name appears on the signature pages hereto. Capitalized terms are used as
defined in Article I of the Agreement.
RECITALS
WHEREAS, certain of the Stockholders, certain former
stockholders of the Company and the Company entered into a Stockholders'
Agreement, dated as of January 3, 1997, as amended (the "Original Agreement"),
to regulate certain aspects of their relationship and to provide for, among
other things, restrictions on the transfer or other disposition of securities of
the Company and matters relating to the corporate governance of the Company and
its Subsidiaries;
WHEREAS, in connection with the transfer of shares of Common
Stock and Series A Preferred by MascoTech, Inc., a Delaware corporation, to
Court Square pursuant to a Stock Purchase Agreement, dated as of August 1, 2000,
by and between CVC and MascoTech, as amended, and the transfer of shares of
Common Stock and Series A Preferred by CVC to Court Square pursuant to a Stock
Purchase Agreement, dated as of November 28, 2000, by and between CVC and Court
Square, the Stockholders and the Company amended and restated the Original
Agreement, all in accordance with Section 7.2 of the Original Agreement; and
WHEREAS, in connection with the Transfer of shares of Common
Stock and Series A Preferred by one of the Institutional Stockholders, each of
the Company and certain of the Institutional Stockholders desire to amend a
provision of the Agreement, in accordance with Section 7.2 of the Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
1.1 Defined Terms.
(a) The term "Permitted Transferee" in the Agreement shall be
deleted in its entirety and replaced with the following:
"Permitted Transferee" means:
(i) with respect to any Stockholder who is a natural
person, (A) the spouse or any lineal descendant (including by adoption
and stepchildren) of such Stockholder, (B) any trust of which such.
Stockholder is the trustee and which is established solely for the
benefit of any of the foregoing individuals and whose terms are not
inconsistent with the terms of this Agreement, (C) the estate of such
Stockholder established by reason of such Stockholder's death, (D) any
corporation, limited liability company or partnership, all of the
interests of which are (or is) owned by one or more of the Persons
identified in this subparagraph (i), or (E) upon the termination or
liquidation of any trust, corporation. limited liability company or
partnership described in this subparagraph (i), to any beneficiary of
such trust or stockholder of such corporation or member of such limited
liability company or limited partner or managing general partner of
such partnership described in this subparagraph (i);
(ii) with respect to the estate of any Stockholder,
any person having the relationship with respect to such Stockholder
described in clause (A) of such subparagraph (i);
(iii) with respect to the Institutional Stockholders,
(A) any Associate or Affiliate of any such Institutional Stockholder
and any officer, director or employee of any Institutional Stockholder
or such Associate or Affiliate, (B) any spouse or lineal descendant
(including by adoption and stepchildren) of the officers, directors and
employees referred to in clause (A) above, any trust (where a majority
in interest of the beneficiaries thereof are any of the persons
described in this clause (B) and in clause (A) above), corporations or
partnerships (where a majority in interest of the stockholders or
limited partners, or where the managing general partner, is one of more
of the persons described in clause (A) above) and, upon the termination
or liquidation of any such trust, corporation or partnership described
in this clause (B), to any beneficiary of such trust or stockholder of
such corporation or limited partner or managing general partner of such
partnership described in this clause (B), (C) subject to the provisions
of Section 2.8 (Institutional Stockholders Accounting Determination),
and if, after taking commercially reasonable steps, with the
cooperation of the Company, such Institutional Stockholder is unable to
restructure its ownership of the Company's securities in a manner which
avoids an Accounting Determination and which is not materially adverse
to such Institutional Stockholders, upon the giving of notice to the
Company that the Institutional
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Stockholders have determined that such Accounting Determination may not
be avoided, then to any third party in an amount necessary to avoid
such Accounting Determination, or (D) subject to the provisions of
Section 2.9 (Institutional Stockholders Regulatory Problem) and if,
after taking commercially reasonable steps, with the cooperation of the
Company, such Institutional Stockholder is unable to restructure
its-ownership of the Company's securities in a manner which avoids a
Regulatory Problem and which is not materially adverse to such
Institutional Stockholder, upon the giving of notice to the Company
that the Institutional Stockholders have determined that such
Regulatory Problem may not be avoided then to any third party in an
amount necessary to avoid such Regulatory Problem. For purposes of
determining a "Permitted Transferee" under Article III of this
Agreement, the term "Affiliate" shall include, without limitation, any
limited partnership, limited liability company or other investment
vehicle that is sponsored or managed (whether through the ownership of
securities having a majority of the voting power; as a general partner
or through the management of investments) by Citicorp or its Affiliates
(defined without giving effect to this sentence) or present or former
employees of Citicorp or its Affiliates.
ARTICLE 2
MISCELLANEOUS
2.1 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of New York,
except to the extent that the General Corporation Law of the State of Delaware
applies as a result of the Company being incorporated in the State of Delaware,
in which case such General Corporation Law shall apply.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.
MSX INTERNATIONAL, INC.
By: /s/ Frederick K. Minturn
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Name: Frederick K. Minturn
Title: Vice President
COURT SQUARE CAPITAL LIMITED
By: /s/ Michael A. Delaney
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Name: Michael A. Delaney
Title: Vice President
MANAGEMENT STOCKHOLDERS
Billig Family Limited Partnership
By: /s/ E.H. Billig
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Name: E.H. Billig
Title: Trustee
/s/ Frederick K. Minturn
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Frederick K. Minturn
/s/ Thomas Stallkamp
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Thomas Stallkamp
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John W. Risk
[Signature Page to Amendment No. 1 to Stockholders' Agreement]
Kyung Ae Bae and Ralph L. Miller, Trustees under
Trust Agreement, dated October 16, 1989, between
Kyung Ae Bae, Settlor, and Kyung Ae Bae, Trustee
By:
------------------------------------------
Name:
Title:
CVC GROUP
CCT Partners IV, L.P.
By: /s/ Anthony P. Mirra
-----------------------------------
Name: Anthony P. Mirra
Title: Secretary, CCT IV Corporation,
General Partner of CCT Partners IV,
L.P.
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Richard M. Cashin
Natasha Partnership
By:
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Name:
Title:
63BR Partnership
By:
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Name:
Title:
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Noelle Doumar
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/s/ Michael A. Delaney
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Michael A. Delaney
Alchemy, L.P.
By:
----------------------------------
Name:
Title:
Thomas F. McWilliams Flint Trust
By:
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Name: Jeanne Blasberg, Trustee
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M. Saleem Muqaddam
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Joseph Silvestri
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David F. Thomas
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James A. Urry
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CITICORP VENTURE CAPITAL EQUITY
PARTNERS, L.P.
By: CVC PARTNERS LLC,
its General Partner
By: CITICORP VENTURE CAPITAL GP
HOLDINGS, LTD.
By: /s/ Michael A. Delaney
---------------------------
Name: Michael A. Delaney
Title: Vice President
CVC EXECUTIVE FUND LLC
By: CITICORP VENTURE CAPITAL GP
HOLDINGS, LTD.
By: /s/ Michael A. Delaney
---------------------------
Name: Michael A. Delaney
Title: Vice President
CVC/SSB EMPLOYEE FUND, L.P.
By: CVC PARTNERS LLC,
its General Partner
By: CITICORP VENTURE CAPITAL GP
HOLDINGS, LTD.
By: /s/ Michael A. Delaney
---------------------------
Name: Michael A. Delaney
Title: Vice President
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ADDITIONAL MANAGEMENT
STOCKHOLDERS
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Roger Fridholm
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Kenneth Sommer
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John W. Risk
/s/ Thomas Stallkamp
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Thomas T. Stallkamp
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Carol Creel
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David A. Crittenden
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Cynthia Dauphinais
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Donald R. Fields
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Kevin D. Kyles
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Donald A. Leith
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Elie Matalon
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William R. Risk
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Gary Sands
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Gary J. Valentz
Bruce S. Wagner Revocable Living Trust
By:
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Name: Bruce S. Wagner
----------------------------------------
Paul J. Wagner
Billig Family Limited Partnership
By: /s/ E.H. Billig
-------------------------------
Name: E. H. Billig
L.M. Gardner, L.L.C.
By:
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Name:
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Richard M. Cashin
/s/ Frederick K. Minturn
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Frederick K. Minturn
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