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[FORM OF]
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
DATED AUGUST 13, 1996
DURA AUTOMOTIVE SYSTEMS, INC.
JULY 1, 1997
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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT DATED AUGUST 13, 1996
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DATED AS OF JULY 1, 1997
This Amendment No. 1 to the Stockholders Agreement dated as of August 13,
1996 (the "STOCKHOLDERS AGREEMENT") is made as of July 1, 1997, by and among
Dura Automotive Systems, Inc., a Delaware corporation (the "COMPANY"), Onex DHC
LLC, a Wyoming limited liability company ("ONEX"), J2R Corporation, a Delaware
corporation ("J2R"), Alkin Co., a Delaware corporation ("ALKIN"), the HCI
Stockholders, as set forth on SCHEDULE I to the Stockholders Agreement, and the
Management Stockholders, as set forth on SCHEDULE II to the Stockholders
Agreement. Defined terms used herein shall have the same meanings as set forth
in the Stockholders Agreement.
WHEREAS, the Company, Onex, J2R, Alkin, the HCI Stockholders and the
Management Stockholders are parties to the Stockholders Agreement described
above; and
WHEREAS, the parties desire to amend Section 3.1(b) of the Stockholders
Agreement to further clarify such provision; and
WHEREAS, the parties desire to release certain of the Management
Stockholders named in Exhibit I hereof (the "RELEASED MANAGEMENT STOCKHOLDERS")
from the Stockholders Agreement; and
WHEREAS, the Released Management Stockholders desire to convert their
shares of Class B Common Stock of the Company to shares of Class A Common Stock;
and
WHEREAS, Section 8.10 of the Stockholders Agreement requires any
modification or amendment to the Stockholders Agreement to be approved in
writing by the Company, Onex, J2R and Alkin.
NOW, THEREFORE, for mutual covenants exchanged and other valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follow
I. AMENDMENTS.
1. Article III, COVENANTS, Section 3.1(b) shall be amended to add the
words set forth in double underscore below in order to clarify that the
reference to 10% of the holders of Common Stock of the Company shall mean the
holders of at least 10% OF THE VOTING POWER of the Common Stock, consistent with
the By-laws of the Company:
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3.1(b) a special meeting of the Board of the Company or such
Subsidiary may be called, to be held at the registered office of
the Company, by holders of at least 10% OF THE VOTING POWER of
the Company's outstanding Common Stock, upon at least 10 days'
notice, stating the purpose of the meeting and proposing an
agenda therefor;
2. Schedule II is revised as set forth on Exhibit II hereof to reflect
the removal of the Released Management Stockholders, each of whom shall cease to
be bound by or to have any rights under the Stockholders Agreement;
3. Article V, Section 5.3, RESTRICTIONS ON TRANSFER, is amended by adding
the following sentence after the first sentence and before the second sentence
of such section:
"The consent of Onex may be in the form attached hereto as Schedule
III, or in any other similar form chosen by Onex in its sole
discretion."
4. Schedule III, FORM OF CONSENT TO TRANSFER OF SHARES, as set forth on
Exhibit III hereof, shall be added to form a apart of the Stockholders Agreement
following Schedules I and II (as amended) therein.
5. Article VI, Section 6.2, LEGENDING OF SHARE CERTIFICATES, is amended
by substituting the following legend in its entirety for the legend currently
set forth therein:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE, AND ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON
TRANSFER CONTAINED IN THE AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT, DATED AS OF AUGUST 13, 1996, AS AMENDED ON JULY 1,
1997, AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND
CERTAIN OF THE COMPANY'S STOCKHOLDERS. A COPY OF SUCH AMENDED
AND RESTATED STOCKHOLDERS AGREEMENT, AS AMENDED, WILL BE
FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
WRITTEN REQUEST.
II. COVENANTS. In connection with the execution of this Amendment No. 1 to the
Stockholders Agreement, the parties hereby covenant as follows:
1. Each of the Released Management Stockholders covenants to elect to
convert any and all shares of Class B Common Stock
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held by such Managementholder into shares of Class A Common Stock, as permitted
by Article Four, Section 2(B)(4B)(c) of the Company's Amended and Restated
Certificate of Incorporation (the "RESTATED CERTIFICATE"), by providing written
notice to the Company in the Form attached as Exhibit IV hereto and consistent
with the procedures set forth in the Restated Certificate, within 120 days of
the date of this Amendment No. 1 to the Stockholders Agreement.
2. The Company covenants to promptly effectuate the conversion of Class B
Common Stock to Class A Common Stock with respect to each Released Management
Stockholder.
3. Onex hereby ratifies its consent and waives any right of protest with
respect to any and all shares of Common Stock transferred in one or more Public
Sales by any Management Stockholder or Released Management Stockholder prior to
the date of this Amendment No. 1 and for which written consent was not obtained
from Onex by such Managementholder. Such waiver shall not operate or be
construed as a waiver with respect to any transfer of Common Stock occurring
after the date of this Amendment No. 1 to the Stockholders Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to the Stockholders Agreement as of the date first above
written.
THIS AGREEMENT IS SUBJECT TO A BINDING ARBITRATION AGREEMENT.
[SIGNATURES]
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EXHIBIT I
RELEASED MANAGEMENT STOCKHOLDERS
David Allison
Bill Bach
Richard Bigham
Samuel Casleton
Miles G. Doolittle
Douglas Elliott
John A. Fritz
John Hanson
Richard F. Haxel
Henry L. Huber, Jr.
Richard L. Kraus
Michael J. Kukla
Craig L. Lamiman
J. Frank Mack
Sean M. McGuire
Mark O. Messinger
Paul D. Nordstrom
David A. Skrzyniarz
Douglas S. Stepanian
Timothy C. Stephens
Jeffrey Tayon
John B. Truckey
EXHIBIT II
SCHEDULE II - MANAGEMENT STOCKHOLDERS
David R. Bovee
Joe A. Bubenzer
David P. Klosterman
Milton D. Kniss
Carl W. Kucsera
Karl F. Storrie
EXHIBIT III
DURA AUTOMOTIVE SYSTEMS, INC.
CONSENT TO TRANSFER OF SHARES PURSUANT TO ARTICLE V,
SECTION 5.3 OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED
AUGUST 13, 1996, AS AMENDED
In accordance with Article 5.3 of the Amended and Restated
Stockholders Agreement dated August 13, 1996, as amended, Onex DHC LLC hereby
consents to the transfer of the following shares of Class B Common Stock by the
Management Stockholder indicated below:
Management Stockholder: _____________________________________
Number of Shares: _____________________________________
(check one) ___ Class A Common Stock
___ Class B Common Stock
Date: _______________ ONEX DHC LLC
By: ______________________________
Name:
Title:
Received and Acknowledged:
DURA AUTOMOTIVE SYSTEMS, INC.
By: ______________________________
Name:
Title:
EXHIBIT IV
DURA AUTOMOTIVE SYSTEMS, INC.
ELECTION TO CONVERT ANY AND ALL SHARES OF
CLASS B COMMON STOCK TO CLASS A COMMON STOCK
In accordance with Article Four, Section 2(B)(4B)(c) of the Amended
and Restated Certificate of Incorporation of Dura Automotive Systems, Inc. (the
"COMPANY"), the undersigned hereby requests that all shares of the Company's
Class B Common Stock held by such stockholder be converted to shares of Class A
Common Stock:
I, ___________________________ hereby irrevocably request that
(print name of shareholder)
any and all shares of Class B Common Stock of Dura Automotive Systems,Inc. held
of record by me on the date hereof be converted to shares of Class A Common
Stock as soon as practicable.
Date: ______________ ______________________________
(Shareholder)
______________________________
(Print Name)
*** THIS ELECTION MUST BE EXECUTED AND RECEIVED BY THE COMPANY, ATTENTION DAVID
R. BOVEE, NO LATER THAN NOVEMBER 1, 1997. ***