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EXHIBIT 10.3
CORPORATE OPPORTUNITY AGREEMENT
CORPORATE OPPORTUNITY AGREEMENT made and entered into this 27th day of May,
1999 (the "Agreement"), by and between Larry J. Winget ("Winget") and The
Huntington National Bank, as Indenture Trustee (the "Trustee").
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, Venture
Service Company, Venture Holdings Company LLC, Experience Management LLC,
Venture Europe Inc., and Venture EU Corporation (each a "Guarantor" and
together, the "Guarantors"), and the Trustee have entered into a Senior
Subordinated Note indenture and a Senior Note Indenture, dated as of May 27,
1999 (the "Indentures").
WHEREAS, in connection with the execution of the Indentures and the
issuance of the 12% Senior Subordinated Notes due 2007 and the 11% Senior Notes
due 2009 (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 its successor under the Indentures, the
Guarantors or any of their Subsidiaries or in any machinery or equipment useful
in the business of the Trust or its successor under the Indentures, the
Guarantors or any of their 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 the Trust or its successor under the Indentures and each of the
Guarantors and the Fairness Committee of the Trust or its successor under the
Indentures and each of the Guarantors, and the Trust or its successor under the
Indentures and each Guarantor 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, its
successor under the Indentures, or any Wholly Owned Subsidiary of the Trust or
its successor under the Indentures), pursue or take advantage of a Business
Opportunity unless majorities of the Board of Directors of the Trust or its
successor under the Indentures and each of the Guarantors and the Fairness
Committee of the Trust or its successor under the Indenture and each of the
Guarantors (including majorities of each Guarantor's disinterested directors, if
any, and Independent members of the Fairness Committee) have determined that it
is not in the interests of the Trust, its successor under the Indentures, or the
Guarantor to pursue or take advantage of such Business Opportunity; provided,
however, that (1) a Business Opportunity may be made available to Nova
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Corporation ("Nova") prior to and to the exclusion of its being made available
to the Trust or its successor under the Indentures and the Guarantors if the
Trust or its successor under the Indentures and the Guarantors 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 or its successor under the Indentures 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 or its successor under the Indentures
and the Guarantors for a Business Opportunity if the Trust or its successor
under the Indentures and the Guarantors 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 Indentures 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 each of the Senior Notes and Senior
Subordinated Notes, by Act of said Holders delivered to the Trust or its
successor under the Indentures, each Guarantor, and the Indenture Trustee.
3. Construction. All capitalized terms used herein that are defined in, or
by reference in, the Indentures, shall have the meanings assigned to such terms
therein, or by reference therein, unless otherwise defined.
IN WITNESS WHEREOF, the parties have signed and executed this Agreement as
of the 27th day of May, 1999.
LARRY J. WINGET
By: Larry J. Winget
by Paul Lieberman
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Paul Lieberman, Signing as Agent
THE HUNTINGTON NATIONAL BANK,
as Indenture Trustee
By: /s/ Ruth F. Sowers
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Name: Ruth F. Sowers
Title: Authorized Signer
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