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Title: |
Stockholders Agreement |
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Date: |
2001 |
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Preview shows 11KB of 85KB total |
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$39 |
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ID: |
#2124663 |
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(AS AMENDED AS OF SEPTEMBER 21, 2001)
================================================================================
STOCKHOLDERS AGREEMENT
by and among
HEARTLAND INDUSTRIAL PARTNERS, L.P.
AND THE OTHER HEARTLAND ENTITIES NAMED HEREIN,
THE BECKER STOCKHOLDERS NAMED HEREIN,
THE JOAN STOCKHOLDERS NAMED HEREIN
and
COLLINS & AIKMAN CORPORATION
------------------------------
Dated July 3, 2001
------------------------------
================================================================================
{PAGE} 2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Page
----
1.1 Definitions............................................................ 2
ARTICLE II
TRANSFER
2.1 Limitation on Transfer................................................. 8
2.2 Permitted Transfers.................................................... 8
2.3 Permitted Transfer Procedures.......................................... 8
2.4 Transfers in Compliance with Law; Substitution of Transferee........... 8
ARTICLE III
RIGHT OF FIRST REFUSAL; TAG-ALONG RIGHTS;
DRAG-ALONG RIGHTS
3.1 Proposed Voluntary Transfers........................................... 9
3.2 Involuntary Transfers.................................................. 14
3.3 Prohibition on Encumbrance............................................. 16
3.4 Certain Transactions................................................... 16
3.5 Waiver of Right to Participate in Proposed Offering.................... 17
ARTICLE IV
[INTENTIONALLY OMITTED]
ARTICLE V
AFTER-ACQUIRED SECURITIES; AGREEMENT TO BE BOUND
5.1 After-Acquired Securities.............................................. 18
5.2 Beneficial Ownership................................................... 18
-i-
{PAGE} 3
ARTICLE VI
CORPORATE GOVERNANCE
Page
----
6.1 General.............................................................. 18
6.2 Election of Directors................................................ 19
6.3 Vacancy.............................................................. 19
6.4 Reimbursement of Expenses; D&O Insurance............................. 20
ARTICLE VII
COVENANTS
7.1 Financial Statements and Other Information........................... 20
7.2 Inspection........................................................... 21
ARTICLE VIII
STOCK CERTIFICATE LEGEND
ARTICLE IX
MISCELLANEOUS
9.1 Recapitalizations, Exchanges, etc.................................... 22
9.2 Notices.............................................................. 22
9.3 Successors and Assigns; Third Party Beneficiaries.................... 24
9.4 Amendment and Waiver................................................. 24
9.5 Counterparts......................................................... 25
9.6 Specific Performance................................................. 25
9.7 Headings............................................................. 25
9.8 Governing Law........................................................ 25
9.9 Severability......................................................... 25
9.10 Rules of Construction................................................ 25
9.11 Entire Agreement..................................................... 26
9.12 Further Assurances................................................... 26
EXHIBITS
A Form of Transfer Agreement
-ii-
{PAGE} 4
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT dated July 3, 2001, by and among Collins &
Aikman Corporation, a Delaware corporation (the "COMPANY"), Heartland Industrial
Partners, L.P. ("HEARTLAND") and the other Heartland Entities named herein, the
Becker Stockholders party hereto and the Joan Stockholders party hereto.
WHEREAS, pursuant to an Agreement and Plan of Merger, dated May 14,
2001 (the "MERGER AGREEMENT"), by and among the Company, Collins & Aikman
Products Co., Becker Group, L.L.C., the Becker Investors and the other parties
named therein, the Becker Investors will receive (x) an aggregate of 17,000,000
shares of common stock, par value $0.01 per share (the "COMMON STOCK"), of the
Company and (y) warrants to purchase an aggregate of 500,000 shares (the
"WARRANT SHARES") of Common Stock;
WHEREAS, in order to induce each of the Becker Investors to enter into
the Merger Agreement, the Company has agreed to grant registration rights with
respect to the Common Stock as set forth in the Registration Rights Agreement
executed as of the date hereof (the "REGISTRATION RIGHTS AGREEMENT") and has
agreed to enter into this Agreement;
WHEREAS, the acquisition of Joan Automotive Industries, Inc. is under
consideration and remains subject to the negotiation of terms and definitive
documentation at the time that the Merger Agreement has been signed, and the
Becker Investors and the Company intend that, to the extent shares of Common
Stock are issued in connection with such acquisition, the recipients of such
Common Stock at the time of such acquisition (the "JOAN INVESTORS") receive the
rights provided herein pursuant to the same documentation to the extent agreed
to by the Joan Investors by executing signature pages hereto (the "J
TRANSACTION"); and
WHEREAS, the parties hereto wish to restrict the transfer of the
Shares (as hereinafter defined) and to provide for, among other things, first
offer and tag-along and certain other rights.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
{PAGE} 5
-2-
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings indicated:
"AFFILIATE" shall mean, when used with respect to any Person, any
other Person which directly or indirectly beneficially owns or controls 25% or
more of the total voting power of shares of capital stock of such Person having
the right to vote for directors under ordinary circumstances, any Person
controlling, controlled by or under common control with any such Person (within
the meaning of Rule 405 of the Securities Act), and any director or executive
officer of any such Person.
"AGREEMENT" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.
"BECKER INVESTORS" means the Persons named on the signature pages
hereof as "Becker Investors" that own Shares.
"BECKER STOCKHOLDERS" means the Becker Investors and any Direct
Permitted Transferee thereof to whom Shares are transferred in accordance with
Section 2.2 of this Agreement, and the term "Becker Stockholder" shall mean any
such Person.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks in the State of New York are authorized or
required by law or executive order to be closed for business.
"CHARTER DOCUMENTS" means the Restated Certificate of Incorporation
and the By-laws of the Company each as in effect from time to time.
"COMMISSION" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.
"COMMON STOCK" has the meaning set forth in the recitals to this
Agreement and any other capital stock of the Company into which such stock is
reclassified or reconstituted and any other common stock of the Company.
{PAGE} 6
-3-
"COMMON STOCK EQUIVALENTS" means any security or obligation which is
by its terms convertible, exchangeable or exercisable into or for shares of
Common Stock, including any option, warrant or other subscription or purchase
right with respect to Common Stock.
"COMPANY" has the meaning set forth in the preamble to this Agreement.
"COMPANY OPTION" has the meaning set forth in Section 3.1(c).
"COMPANY OPTION PERIOD" has the meaning set forth in Section 3.1(c).
"CONTRACT DATE" has the meaning set forth in Section 3.1(e).
"DIRECT PERMITTED TRANSFEREE" of any Stockholder has the meaning set
forth in the definition of "Permitted Transferee".
"DRAG-ALONG NOTICE" has the meaning set forth in Section 3.1(g).
"DRAG-ALONG RIGHTHOLDERS" has the meaning set forth in Section 3.1(g).
"DRAG-ALONG SELLERS" has the meaning set forth in Section 3.1(g).
"EXCESS OFFERED SECURITIES" has the meaning set forth in Section
3.1(b).
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