First Amendment To Investment Agreement

EXHIBIT 10.3


FIRST AMENDMENT
TO
INVESTMENT AGREEMENT


THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this "First Amendment"), dated as of January 27, 1999, is among LIH HOLDINGS III, LLC, a Delaware limited liability company ("LIH Holdings III"), MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation ("MassMutual"), MASSMUTUAL CORPORATE INVESTORS, a Massachusetts business trust ("MMCI"), MASSMUTUAL PARTICIPATION INVESTORS, a Massachusetts business trust ("MMPI"), and MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED, a Cayman Islands corporation ("MMCVP"; MassMutual, MMCI, MMPI and MMCVP being hereinafter collectively referred to as the "MassMutual Entities"), LIBERTY MUTUAL INSURANCE COMPANY, a Massachusetts corporation ("Liberty Mutual"), BANCBOSTON CAPITAL INC., a Massachusetts corporation ("BancBoston"; LIH Holdings III, the MassMutual Entities, Liberty Mutual and BancBoston being hereinafter collectively referred to as the "Purchasers"), and LUND INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the "Company").


WHEREAS, the Purchasers and the Company originally entered into the Investment Agreement, dated as of December 22, 1998 (the "Investment Agreement"), whereby the Company agreed to sell, and the Purchasers agreed to purchase, in the aggregate, 316,056 shares of the Common Stock, par value $0.10 per share (the "Common Stock"), of the Company and 39,822.9 shares of the Series B Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"), of the Company for an aggregate purchase price equal to $5,000,000 (the "Aggregate Purchase Price") in order to provide a portion of the funds for the acquisition of all of the outstanding capital stock of Smitty Bilt, Inc. (the "Target");


WHEREAS, the Company and the stockholders of the Target have entered into a definitive Stock Purchase Agreement, dated as of January 7, 1999 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the "Stock Purchase Agreement");


WHEREAS, in lieu of the purchase and sale of the 316,056 shares of Common Stock contemplated by the Investment Agreement, the Company now desires to sell to each of the Purchasers, and each of the Purchasers desires to purchase from the Company, in the aggregate, an additional 31,605.6 shares of Series B Preferred Stock (in addition to the aforementioned 39,822.9 shares of Series B Preferred Stock), all without any change in the Aggregate Purchase Price and otherwise on the terms and subject to the conditions set forth in the Investment Agreement as amended by this First Amendment; and


WHEREAS, the Purchasers and the Company desire to amend the Investment Agreement to provide for the changes described above.


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this First Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Investment Agreement as follows:


ARTICLE I
AMENDMENTS TO INVESTMENT AGREEMENT


Effective as of the date hereof:


1.1 Series B Certificate of Designation. The definition of "Series B Certificate of Designation" is hereby amended to read in its entirety as follows:


""Series B Certificate of Designation" means, collectively, (i) the
Certificate of Designation with respect to the Series B Preferred
Stock filed with the Secretary of State of the State of Delaware of
December 22, 1998, and (ii) an amendment to such Certificate of
Designation, to be filed with the Secretary of State of the State of
Delaware prior to the Closing, which has the sole effect of increasing
the number of shares of Series B Preferred Stock authorized by such
Certificate of Designation to 394,315."


1.2 Section 2.1. Section 2.1 of the Investment Agreement is hereby amended by deleting "Common Stock and" in the third line of the first sentence thereof.


1.3 Section 3.3. (a) Section 3.3 of the Investment Agreement is hereby amended by replacing "292,225" with "394,315" in clause (i) thereof.


(b) Section 3.3 of the Investment Agreement is he ...