EXHIBIT 10.24
AMENDMENT NO. 1
TO
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment"), effective as of
August 1st, 2003, to the Amended and Restated Registration Rights 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"), CITICORP MEZZANINE III, L.P., a Delaware
limited partnership ("CMF"), each of the individuals or entities whose name
appears on the signature pages hereto under the heading "Management Group", each
of the individuals or entities whose name appears on the signature pages hereto
under the heading "CVC Group". 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 Registration Rights
Agreement, dated as of January 3, 1997, as amended (the "Original Agreement"),
to provided certain registration rights to the parties thereto;
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 11.4(b) of the Original Agreement; and
WHEREAS, in connection with the issuances to CMF by each of
the Company and MSX International Limited, an indirect, wholly-owned subsidiary
of the Company, of 11.5% senior secured notes in the aggregate principal amount
of $25 million, the Company has agreed to issue a stock purchase warrant
(together with all warrants issued in substitution or replacement thereof, the
"CMF Warrant") to purchase the number of Warrant Shares (as defined in the CMF
Warrant) that is specified in the CMF Warrant pursuant to a Warrant Purchase
Agreement, dated as of the date hereof, by and between the Company and CMF (as
amended, restated or modified from time to time, the "Warrant Agreement"), each
of the Company and certain of the Institutional Stockholders desire to amend a
provision of the Agreement, in accordance with Section 11.4 of the Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
Amendment
1.1. Section 2.1(a) is hereby amended by replacing the first sentence
of such section with the following:
"At any time (x) after the date hereof, the Required
Institutional Stockholders and (y) after January 1, 2010, CMF
may request (any Required Institutional Stockholder or CMF
making such request being, the "Requesting Investors") that
the Company effect a Qualifying Offering within 90 days after
the receipt of such request."
1.2. Section 2.1(b) is hereby amended by replacing the first sentence
of such section with the following:
"Subject to Sections 2.2, 2.3 and 2.7, at any time from and
after the date that is 91 days after the closing of an Initial
Public Offering, any Requesting Investor (and, in the case of
CMF, after January 1, 2010, CMF) may request registration
under the Securities Act of all or part of their Registrable
Securities (i) on Form S-1 or S-2 or any similar long-form
registration statement (any such registration, a "Long-Form
Registration", and (ii) on Form S-3 or any similar short-form
registration statement (any such registration, a "Short-Form
Registration"), if the Company qualifies to use such short
form."
1.3. Section 2.2 is hereby amended by adding the following sentence
immediately after the first sentence of such section:
"CMF will be entitled to request pursuant to this Article II
one Long-Form Registration."
1.4. Section 2.3 is hereby amended by adding the following sentence
immediately after the first sentence of such section:
"In addition to the Long-Form Registration provided pursuant
to Section 2.2, CMF will be entitled to request one Short-Form
Registration in which the Company will pay all Registration
Expenses."
1.5. Section 2.5 of the Agreement shall be deleted in its entirety and
replaced with the following:
"(a) The Company will not include in any Demand Registration
any securities which are not Registrable Securities without
the written consent of the Requesting Investor that requested
such Demand Registration.
(b) If the Requesting Investor that requested such Demand
Registration and other holders of Registrable Securities to be
included in a Demand Registration which is an underwritten
offering and the managing underwriters advise the Company in
writing that in their opinion the number of Registrable
Securities requested to be included exceeds the number of
Registrable Securities which can be sold in such offering
within a price range acceptable to the Requesting Investors
that requested such Demand Registration, the Company will
include any securities to be sold in such Demand Registration
in the following order: (i) first, the Registrable Securities
owned by the Requesting Investors that requested such Demand
Registration; (ii) second, the Registrable Securities
requested to be included in such registration by other
Stockholders, provided, that, if the managing underwriters
determine in good faith that a lower number of Registrable
Securities requested to be included by other Stockholders
should be included, then only that lower number of Registrable
Securities requested to be included by other Stockholders
shall be included in such registration, and such other
Stockholders shall participate in the registration pro rata
based upon their total ownership, on a Fully Diluted Basis, of
Registrable Securities, provided, further, that if the
managing underwriters determine in good faith that a lower
number of Registrable Securities held by Management
Stockholders and/or Additional Management Stockholders than
such pro rata portion should be included, then such lower
number shall be included and, as a result thereof, a greater
number of Registrable Securities owned by the other
Stockholders may be sold; (iii) third, the securities the
Company proposes to sell; and (iv) fourth, any securities
other than Registrable Securities to be sold by persons other
than the Company included pursuant to Section 2.5(a) hereof.
Any Person other than Stockholders including any securities in
such registration statement pursuant to Article II hereof must
pay its share of the Registration Expenses as provided in
Article VI hereof."
1.6. Section 11.4(b) is hereby amended by replacing the first sentence
of such section with the following:
"Except as otherwise provided herein, no modification,
amendment or waiver of any provision of this Agreement will be
effective against the Company or any holder of Registrable
Securities, unless such modification, amendment or waiver is
approved in writing by the Company, the Required Institutional
Stockholders, and, in the event that the rights and
obligations of the Management Stockholders
and/or the Additional Stockholders and/or CMF are adversely
affected thereby, the approval of the Management Stockholders
and/or the Additional Stockholders and/or CMF, as the case may
be."
1.7. Notices. Section 11.6 of the Agreement shall by adding the
following clause (iii) immediately at the end of existing clause (ii):
"(iv) If to CMF, to:
Citicorp Mezzanine III, L.P.
399 Park Avenue - 14th Floor
New York, New York 10043
Facsimile No.: 212-888-2940
Attn: Byron Knief
with copies to:
Kirkland & Ellis LLP
Citigroup Center
153 East 53rd Street
New York, New York 10022-4611
Facsimile No.: 212-446-4900
Attn: Andrew Lindholm
ARTICLE II
MISCELLANEOUS
2.1. Joinder Agreement. In consideration of the issuance of the CMF
Warrant by the Company, CMF agrees that:
2.1.1. as of the date written above, it shall become a party to the
Agreement, and shall be fully bound by, and subject to, all of the covenants,
terms and conditions of the Agreement, as though an original party thereto and
shall be deemed an Additional Stockholder for all purposes thereof;
2.1.2. for avoidance of doubt, (i) the Warrant Shares are "Registrable
Securities" (as such term is used in the Agreement) and any holder of the CMF
Warrant (whether or not the CMF Warrant is exercised) or Warrant Shares is a
"Stockholder" (as such term is defined in the Agreement) and (ii) the terms
"Class A Common," "Class B Common" and "Common Stock" (as such terms are used in
the Agreement) include the Warrant Shares.
2.2. 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 pages to follow]
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
------------------------------------
Name: Frederick K. Minturn
Title: Vice President
COURT SQUARE CAPITAL LIMITED
By: /s/ Michael A. Delaney
------------------------------------
Name: Michael A. Delaney
Title: Vice President
CITICORP MEZZANINE III, L.P.
By: Citicorp Capital Investors, Ltd.
Its: General Partner
/s/ Byron L. Knief
------------------------------------
Name: Byron L. Knief
Title: President
MANAGEMENT STOCKHOLDERS
Billig Family Limited Partnership
By:
-------------------------------
Name: E.H. Billig
Title: Trustee
/s/ Frederick K. Minturn
------------------------------------
Frederick K. Minturn
------------------------------------
Thomas Stallkamp
------------------------------------
John W. Risk
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
-------------------------------
Richard M. Cashin
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Natasha Partnership
By:
---------------------------
Name:
Title:
63BR Partnership
By:
---------------------------
Name:
Title:
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Noelle Doumar
-------------------------------
William T. Comfort
-------------------------------
David Y. Howe
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John D. Weber
DFT Family LP 94
By:
--------------------------------
Name:
Title:
-----------------------------------
Charles E. Corpening
-----------------------------------
Paul C. Schorr IV
/s/ Michael A. Delaney
-----------------------------------
Michael A. Delaney
Alchemy, L.P.
By:
--------------------------------
Name:
Title:
Thomas F. McWilliams Flint Trust
By:
--------------------------------
Name: Jeanne Blasberg, Trustee
-----------------------------------
M. Saleem Muqaddam
-----------------------------------
Joseph Silvestri
-----------------------------------
David F. Thomas
-----------------------------------
James A. Urry
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
ADDITIONAL MANAGEMENT STOCKHOLDERS
-----------------------------------
Roger Fridholm
-----------------------------------
Kenneth Sommer
-----------------------------------
John W. Risk
-----------------------------------
Thomas T. Stallkamp
-----------------------------------
Carol Creel
-----------------------------------
David A. Crittenden
-----------------------------------
Cynthia Dauphinais
-----------------------------------
Donald R. Fields
-----------------------------------
Kevin D. Kyles
-----------------------------------
Donald A. Leith
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Elie Matalon
-------------------------------------------
William R. Risk
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Gary Sands
-------------------------------------------
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:
----------------------------------
Name:
L.M. Gardner, L.L.C.
By:
----------------------------------
Name:
------------------------------------
Richard M. Cashin
/s/ Frederick K. Minturn
------------------------------------
Frederick K. Minturn