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EXHIBIT 10.3
CORPORATE OPPORTUNITY AGREEMENT
CORPORATE OPPORTUNITY AGREEMENT made and entered into this 16th day of
February, 1994 (the "Agreement"), by and between Larry J. Winget ("Winget") and
Comerica Bank, as Indenture Trustee ("Comerica").
WHEREAS, Venture Holdings Trust (the "Trust"), Vemco, Inc., Venture
Industries Corporation, Venture Mold and Engineering Corporation, Venture
Leasing Company, Vemco Leasing, Inc., Venture Holdings Corporation and Venture
Service (each an "Issuer" and together with the Trust, the "Issuers"), Venture
Industries Canada Ltd. and Comerica have entered into an Indenture (the
"Indenture"), dated as of February 16, 1994; and
WHEREAS, in connection with the execution of the Indenture and the
issuance of the 9-3/4% Senior Subordinated Notes due 2004 (the "Securities")
thereunder, Winget has agreed to enter into this Agreement for the benefit of
the Holders.
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Covenant Of Winget. Winget agrees that if any corporate
opportunity, business opportunity, proposed transaction, acquisition,
disposition, participation, interest, or other opportunity to acquire an
interest in any business or prospect in the same business or in any business
reasonably related to the business of the Trust or any of its Subsidiaries or
in any machinery or equipment useful in the business of the Trust or any of its
Subsidiaries (a "Business Opportunity") comes to his attention or shall be made
available to him or any of his Affiliates, a complete and accurate description
of such Business Opportunity, including all of the terms and conditions thereof
and the identity of all other Persons involved in the Business Opportunity,
shall be promptly presented in writing to the Board of Directors of each of the
Issuers and the Fairness Committee of each of the Issuers and each Issuer shall
be entitled to pursue and take advantage of such Business Opportunity, either
directly or through a Wholly Owned Subsidiary, and Winget shall not, nor shall
any of his Affiliates (other than the Trust or any Wholly Owned Subsidiary of
the Trust), pursue or take advantage of a Business Opportunity unless
majorities of the Board of Directors of each of the Issuers and the Fairness
Committee of each of the Issuers (including
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majorities of each Issuer's disinterested directors, if any, and Independent
members of the Fairness Committee) have determined that it is not in the
interests of such Issuer to pursue or take advantage of such Business
Opportunity; provided, however, that (1) a Business Opportunity may be made
available to Nova Corporation ("Nova") prior to and to the exclusion of its
being made available to the Trust if the Issuers shall have delivered to the
Indenture Trustee an opinion of independent counsel in the United States to the
effect that making such Business Opportunity available to the Trust prior to
its being made available to Nova would be illegal and (2) this Agreement shall
not restrict Nova's ability to compete with the Trust for a Business
Opportunity if the Issuers shall have delivered to the Indenture Trustee an
opinion of independent counsel in the United States to the effect that such
restriction would be illegal. Notwithstanding the foregoing, Business
Opportunities (1) relating to the purchase of machinery and equipment or real
estate and not constituting a business within the meaning of Section 11-01(d)
of Regulation S-X of the Commission or (2) relating to the sale of goods and
services by an Affiliate in the ordinary course of its business as conducted as
of the date of the Indenture shall not be subject to the Corporate Opportunity
Agreement.
2. Amending Agreement. This Agreement shall not be amended, modified
or in any way altered without the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities, by Act of
said Holders delivered to the Issuers, each Guarantor, if any, and the
Indenture Trustee.
3. Construction. All capitalized terms used herein that are defined
in, or by reference in, the Indenture, shall have the meanings assigned to such
terms therein, or by reference therein, unless otherwise defined.
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IN WITNESS WHEREOF, the parties have signed and executed this Agreement
on the date(s) written below.
LARRY J. WINGET
By: /s/Larry J. Winget
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COMERICA BANK,
as Indenture Trustee
By: /s/ James Kowalski
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Name: James Kowalski
Title: Trust Administrator
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