Exhibit 10.66


 





 



 


MEMORANDUM OF UNDERSTANDING


 


By and among


 


Tower Automotive Holdings III Coöperatie
U.A.


 


and


 


Tower Automotive Holdings USA, LLC


 


and


 


Financière SNOP Dunois S.A.


 


and


 


Tower International, Inc.


 


Dated 20 November 2018


 





 



 




     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I
	CONSULTATION WITH THE WORKS COUNCIL
	 	 	 
	Section 1.1	Initiation of consultation	2
	Section 1.2	Cooperation	2
	Section 1.3	Consultation Period	3
	 	 	 
	ARTICLE II
	SPA
	 	 	 
	Section 2.1	No binding obligations on the Purchaser	3
	Section 2.2	Commitment to sell the Shares and the Intercompany Loan	4
	 	 	 
	ARTICLE III
	GUARANTEES AND COVENANTS
	 	 	 
	Section 3.1	Guarantees	4
	Section 3.2	Covenants	5
	Section 3.3	Exclusivity	5
	 	 	 
	ARTICLE IV
	TERMINATION; EFFECT OF TERMINATION
	 	 	 
	Section 4.1	Termination	5
	Section 4.2	Effect of termination	6
	Section 4.3	Termination fee payable by the Purchaser	6
	Section 4.4	Termination fee payable by the Seller’s Guarantor	6
	Section 4.5	Nature and treatment of termination fee	7
	 	 	 
	ARTICLE V
	MISCELLANEOUS
	 	 	 
	Section 5.1	Publicity	7
	Section 5.2	Governing Law	8
	Section 5.3	Applicability of certain clauses of the SPA	8
	Section 5.4	Extension and waiver	8


 




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MEMORANDUM OF UNDERSTANDING


 


This memorandum of understanding (the Memorandum
of Understanding) is entered into on 20 November 2018,


 


BY AND AMONG:


 


		(1)	Tower Automotive Holdings
III Coöperatie U.A., a cooperative established under the laws of the Netherlands with registered seat in Baarn, the Netherlands,
and address at Herikerbergweg 124, Luna ArenA, 1101 CM Amsterdam, the Netherlands, and registered with the Chamber of Commerce
(Kamer van Koophandel) under registration number 32124774 (the Seller);



 


		(2)	Tower Automotive Holdings
USA, LLC, a limited liability company established under the laws of the State of Delaware, United States of America, and registered
under trade register number 26-0459108 (the Loan Seller);



 


		(3)	Financière
SNOP Dunois S.A., a société anonyme established under the laws of France with registered seat in avenue
d’Auvergne, 43100 Brioude, France, and registered with the Trade and Companies Register of le Puy en Velay under registration
number 381 904 382 (the Purchaser); and



 


		(4)	Tower International,
Inc., a corporation under the laws of the State of Delaware with registered seat in 17672 North Laurel Park Drive, Suite 400E,
Livonia, MI 48152, United States of America, and registered with the Secretary of State of Delaware under registration number 27-3679414
(the Seller’s Guarantor);



 


(the Seller, the Loan Seller and
the Seller’s Guarantor together, the Seller Parties, and together with the Purchaser, the Parties
and each of them, a Party);


 


WHEREAS:


 


		(A)	The Parties have been
discussing the commercial principles of a potential acquisition of the European business activities of the Tower International
group by the Purchaser (the Proposed Transaction). Before the Purchaser is in a position to make a decision to bindingly
agree upon the Proposed Transaction, it intends to consult its European works council (comité d’entreprise européen)
(the Works Council) in connection therewith. The Seller and the Seller’s Guarantor are prepared to grant the
Purchaser the opportunity to carry out such consultation, but – in particular as the Seller’s Guarantor, being a US
stock market listed company, has to publicly disclose the entry into this Memorandum of Understanding and would incur a significant
loss to its capital markets reputation and further significant, also financial damages in case the Proposed Transaction does ultimately
not proceed – require certain protection and financial compensation should, at the end of such consultation, the Purchaser
decide not to enter into the Proposed Transaction.



 




     


     


    

 


		(B)	The negotiations between
the Parties in connection with the Proposed Transaction being sufficiently advanced, as set out in the draft share purchase agreement
attached hereto as Exhibit 1 (together with its exhibits and schedules, the SPA), the Parties have decided
to enter into this Memorandum of Understanding and the Purchaser shall initiate such information and consultation process of its
Works Council in accordance with the terms set forth herein.



 


		(C)	Unless otherwise defined
herein, capitalized terms used in this Memorandum of Understanding shall have the meanings ascribed to them in the SPA.



 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, the Parties agree as follows:


 


ARTICLE I

CONSULTATION WITH THE WORKS COUNCIL


 


Section 1.1          
Initiation of consultation


 


(a)          Immediately following the execution and delivery by the Parties of this Memorandum of Understanding (and in any event no later
than on 21 November 2018, with a first meeting with the Works Council taking place no later than on 28 November 2018)
(21 November 2018 the Consultation Start Date), the Purchaser shall commence such procedure to inform and consult
with its Works Council and shall exercise its best efforts (sich nach besten Kräften bemühen) to obtain an Opinion
(as defined below) from the Works Council with respect to the Proposed Transaction as soon as possible following the Consultation
Start Date with the view to obtaining an Opinion by 19 December 2018 due to the Christmas break; provided that nothing
in this Memorandum of Understanding shall bind the Purchaser (or, for the avoidance of doubt, any other Party) to accept or commit
or agree to any conditions or demands of the Works Council in connection with obtaining such Opinion (other than regarding the
provision of reasonable information which is available and relevant for the purpose of understanding the Proposed Transaction,
meetings or other standard procedural steps within the consultation process).


 


(b)          For purposes of this Memorandum of Understanding, “Opinion” means the opinion, whether positive, neutral
or negative, of the Works Council with respect to the Proposed Transaction, which may be rendered orally or in writing or by any
other action or omission (including the passage of time) which would cause the Works Council to be deemed to have been consulted
in the meaning of French case law prior to the French law of 14 June 2013.


 


Section 1.2          
Cooperation


 


(a)          The Purchaser shall (i) keep the Seller fully informed of the status of the Works Council information and consultation process
(including providing the Seller with copies of any material correspondence or other material documentation received by the Purchaser
from the Works Council no later than three (3) Business Days following the receipt of any such correspondence or documents) and
(ii) provide the Seller with a copy of the Opinion (or, where no such copy is available, a reasonably detailed description
of such Opinion) as promptly as reasonably practicable (and in any event, within two (2) Business Day) after the Purchaser’s
receipt of such Opinion.


 




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(b)          The Seller and the Seller’s Guarantor shall, and shall procure that the Group Companies will, (i) provide the Purchaser
with reasonable assistance and cooperation in connection with the information and consultation process with the Works Council and
(ii) in furtherance of the foregoing, as promptly as is reasonably practicable (and in any event, within three (3) Business
Days) after any such request, furnish to the Purchaser such information as may be reasonably requested by the Purchaser in connection
with such information and consultation process or the preparation of any filing or submission to the Works Council required in
connection therewith, including answering any reasonable questions from the Works Council or any expert appointed thereby.


 


(c)          The Purchaser shall (i) permit the Seller to review in advance any material written correspondence, notices or communications (including
the information document provided to the Works Council and any supporting materials) to be furnished or made available by the Purchaser
to the Works Council, and (ii) (A) consult the Seller in connection with any such correspondence, notices or communications and
give the Seller a reasonable opportunity to comment thereon and (B) take into account in good faith any comments that the Seller
may make with respect thereto and (iii) support in all respects the Proposed Transaction throughout the information and consultation
process with the Works Council.


 


(d)          The Purchaser has provided to the Seller, prior to the date hereof, the draft information document to be provided to the Works
Council.


 


Section 1.3          
Consultation Period


 


For purposes of this
Memorandum of Understanding, “Consultation Period” means the period beginning on the Consultation Start
Date and ending on the earlier of:


 


(a)          the date upon which the Opinion is obtained (or deemed to be obtained);


 


(b)          11:59 p.m. (CET) on 31 January 2019, provided that both the Purchaser and the Seller, each unilaterally, acting in
good faith, may procure, by written notice to the respective other Party, that such date is replaced by 6 March 2019.


 


ARTICLE
II

SPA


 


Section 2.1          
No binding obligations on the Purchaser


 


The Parties acknowledge
that nothing herein shall constitute in any manner whatsoever an undertaking by the Purchaser to acquire the Shares and the Intercompany
Loan from the Seller and the Loan Seller, respectively, or be bound by any obligation of any nature whatsoever in connection with
the Proposed Transaction (other than those obligations set forth in this Memorandum of Understanding).


 




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Section 2.2          
Commitment to sell the Shares and the Intercompany Loan


 


(a)          In the event the Opinion has been rendered (or is deemed to have been rendered) pursuant to Section 1.1, should the Purchaser
wish to acquire the Shares and the Intercompany Loan from the Seller and the Loan Seller, respectively, the Purchaser shall notify
such decision to the Seller’s Guarantor (the Acceptance Notice) on or prior to the date falling three (3) Business
Days after the expiration of the Consultation Period (such date, the Expiry Date), in accordance with the provisions
of clause 17 (Notices) of the SPA (as incorporated by reference pursuant to Section 5.3).


 


(b)          Subject to the Purchaser sending the Acceptance Notice on or prior to the Expiry Date in accordance with Section 2.2(a),
(i) each of the Seller and the Loan Seller hereby irrevocably and unconditionally undertakes to sell the Shares and the Intercompany
Loan, respectively, to the Purchaser, at the price and under the other terms and conditions set forth in the SPA, and (ii) each
of the Seller Parties hereby irrevocably and unconditionally undertakes to execute the SPA as attached in Exhibit 1
within three (3) Business Days from the date of the Acceptance Notice (or any other date expressly agreed in writing between the
Parties – such date, the Execution Date).


 


ARTICLE
III

GUARANTEES AND COVENANTS


 


Section 3.1          
Guarantees


 


(a)          Each of the guarantees set forth in clause 6 (Seller Parties’ guarantees), clause 9 (Purchaser’s
guarantees) and clause 15 (Seller’s Guarantor and indemnification) of the SPA (including the corresponding
disclosures set forth therein) are hereby incorporated by reference into this Memorandum of Understanding as if such guarantees
were fully set forth herein and made as of the date hereof, mutatis mutandis.


 


(b)          In particular, and notwithstanding anything to the contrary contained herein, each of the Parties guarantees to the other Parties
that, so far as it is concerned:


 


		(i)	it is a company duly
established and validly existing under the laws of its jurisdiction of incorporation. It is not insolvent or subject to any insolvency,
bankruptcy or similar proceedings;



 


		(ii)	it has all necessary
corporate power and authority to enter into this Memorandum of Understanding and the SPA, to carry out its obligations hereunder
and thereunder and to consummate the transactions set forth herein and therein;



 


		(iii)	the execution and delivery
of this Memorandum of Understanding by it and the consummation of the transactions set forth herein have been duly authorized by
all necessary corporate actions and no other corporate proceeding is necessary to authorize the execution or delivery of this Memorandum
of Understanding, or the consummation of the transactions set forth herein;



 




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		(iv)	this Memorandum of Understanding
has been duly executed by or on behalf of it and, once signed, will constitute a legal, valid and binding obligation of it, enforceable
against it in accordance with its terms; and



 


		(v)	the execution and performance
by it of this Memorandum of Understanding shall not (i) breach any provision of its articles of association or other constitutional
and organizational documents, or result in a breach of any laws or any order, decision, ruling or injunction of any court or other
governmental entity applicable to or enforceable against it, or (iii) violate any contract or agreement to which it is a party,
where (in each case) the breach would materially and adversely affect its ability to enter into and perform its obligations under
this Memorandum of Understanding.



 


Section 3.2          
Covenants


 


Clause 10 (Covenants)
of the SPA is hereby incorporated by reference into this Memorandum of Understanding as if such covenants were fully set forth
herein and in effect as of the date hereof, mutatis mutandis; provided however that, with respect to clause 10.1
(Merger control proceedings, other regulatory requirements) of the SPA, the timing for the submission of a case team allocation
request and the draft Form RS to the European Commission shall be no earlier than five (5) Business Days after the date on which
the first meeting of the Works Council is held.


 


Section 3.3          
Exclusivity


 


The Seller, the Seller’s
Guarantor and the Purchaser expressly and irrevocably agree to extend the Period, as such term is defined in the Exclusivity and
Confidentiality Letter entered into between themselves on 26 October 2018, to and until the earlier of (i) the Execution
Date, (ii) the termination date of this Memorandum of Understanding in accordance with the provisions of ARTICLE IV
and (iii) any prior date on which they mutually agree to terminate the discussions relating to the Potential Transaction.


 


ARTICLE
IV

TERMINATION; EFFECT OF TERMINATION


 


Section 4.1          
Termination


 


(a)          This Memorandum of Understanding may be terminated by mutual written consent of the Parties, at any time prior to the execution
of the SPA.


 


(b)          This Memorandum of Understanding shall terminate automatically upon the valid, binding and enforceable execution of the SPA by
the Parties hereto.


 


(c)          Notwithstanding the provisions of Section 4.3 (Termination fee payable by the Purchaser) hereof, if the Acceptance
Notice has not been sent by the Purchaser on or prior to the Expiry Date, at its sole discretion and in compliance with the provisions
hereof, this Memorandum of Understanding shall terminate automatically as at the Expiry Date, unless the Parties mutually agree
in writing to postpone such Expiry Date to a later date.


 




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(d)          Notwithstanding the provisions of Section 4.4 (Termination fee payable by the Seller’s Guarantor) hereof, if,
despite having received the Acceptance Notice, the Seller Parties have not executed the SPA as attached in Exhibit 1
on or prior to the Execution Date in accordance with the provisions of Section 2.2(b), at their sole discretion and in compliance
with the provisions hereof, this Memorandum of Understanding shall terminate automatically as at the Execution Date, unless the
Parties mutually agree in writing to postpone such Execution Date to a later date.


 


Section 4.2          
Effect of termination


 


In the event of termination
of this Memorandum of Understanding pursuant to ARTICLE IV, this Memorandum of Understanding (other than as set forth in
this ARTICLE IV) shall become void and of no effect with no liability on the part of any Party (or of any of its directors,
officers, employees, agents, legal and financial advisors or other representatives); provided however, that in such case
the Parties shall cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings
before any merger control authorities or other public authorities in connection with the Proposed Transaction. A termination of
or a withdrawal from this Memorandum of Understanding for reasons other than those expressly set out herein is excluded. Section
4.3, Section 4.4 and ARTICLE V of this Memorandum of Understanding shall in any event, in their entirety, remain
in force and effect in case of and unaffected by any termination of this Memorandum of Understanding.


 


Section 4.3          
Termination fee payable by the Purchaser


 


If, despite having obtained
an Opinion from the Works Council (or where, for the avoidance of doubt, the Opinion may be deemed to have been obtained), this
Memorandum of Understanding is terminated pursuant to Section 4.1(c), then the Purchaser shall promptly pay or cause to
be paid (in any event, within twenty (20) Business Days after the Expiry Date) to the Seller’s Guarantor as compensation
for costs and other financial damages incurred an amount of EUR 12,750,000.00 (in words: twelve million seven hundred and
fifty thousand Euros) (the Purchaser Termination Fee) by wire transfer of same day funds, free of costs and charges,
into a bank account to be notified to the Purchaser by the Seller’s Guarantor.


 


Section 4.4          
Termination fee payable by the Seller’s Guarantor


 


If this Memorandum of
Understanding is terminated pursuant to Section 4.1(d), then the Seller’s Guarantor shall promptly pay or cause to
be paid (in any event, within twenty (20) Business Days after the Acceptance Notice has been sent) to the Purchaser an amount of
EUR 12,750,000.00 (in words: twelve million seven hundred and fifty thousand Euros) as compensation for transaction costs
of the Purchaser (the Seller Termination Fee) by wire transfer of same day funds, free of costs and charges, into
a bank account to be notified to the Seller’s Guarantor by the Purchaser.


 




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Section 4.5          
Nature and treatment of termination fee


 


(a)          The Parties shall use their respective best efforts (sich nach besten Kräften bemühen) to secure that any sum
payable under Section 4.3 or Section 4.4 will not be subject to any VAT.


 


(b)          The Parties acknowledge and agree that neither the Purchaser Termination Fee, nor the Seller Termination Fee, is a penalty but
rather, absent a willful (vorsätzlich) or fraudulent (betrügerisch) behavior, a reasonable estimate of
damages necessary to compensate and protect the interests of the Purchaser, on the one hand, or the Seller Parties, on the other
hand, in the circumstances in which the Purchaser Termination Fee or the Seller Termination Fee, as applicable, is payable. The
Parties hereby acknowledge and agree that the amount of the Purchaser Termination Fee or the Seller Termination Fee, as applicable,
is fair, after taking into account all the costs and expenses already incurred by the Parties before entering into this Memorandum
of Understanding, the time spent to work on this Proposed Transaction, the exclusivity granted and the consequences on their respective
businesses of the termination of the Proposed Transaction, in particular for the Seller’s Guarantor as a US stock market
listed company. In no event shall the Purchaser or the Seller’s Guarantor, as applicable, be required to pay more than one
time the Purchaser Termination Fee or the Seller Termination Fee, as applicable.


 


(c)          In the event that the Purchaser Termination Fee or the Seller Termination Fee, as applicable, is paid by or on behalf of the Purchaser
to the Seller’s Guarantor or the Seller’s Guarantor to the Purchaser, respectively, in accordance with this ARTICLE
IV, the payment thereof shall be the sole and exclusive remedy of the Seller Parties against the Purchaser, on the one hand,
or the Purchaser against the Seller Parties, on the other hand, in each case including for any and all losses, claims, damages,
liabilities, costs, fees, expenses (including reasonable attorney’s fees and disbursements), judgments, inquiries and fines
suffered as a result of any breach of any representation, warranty, covenant or obligation in this Memorandum of Understanding,
and neither the Purchaser and its affiliates in the case of the Purchaser Termination Fee, nor the Seller Parties and their affiliates
in the case of the Seller Termination Fee, nor any of their respective former, current or future representatives, agents, partners,
managers, stockholders or assignees shall have any further liability or obligations relating to or arising out of this Memorandum
of Understanding.


 


ARTICLE
V

MISCELLANEOUS


 


Section 5.1          
Publicity


 


The initial press release
regarding this Memorandum of Understanding and the Proposed Transaction to be issued by the Seller’s Guarantor on the date
hereof shall be the press release in the form attached hereto as Exhibit 2. Subject to the foregoing sentence, the
provisions of clause 13 (Confidentiality and press releases) of the SPA are hereby incorporated by reference into this
Memorandum of Understanding as if such provisions were fully set forth herein and made as of the date hereof, mutatis mutandis.


 




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Section 5.2          
Governing Law


 


This Memorandum of Understanding
and the SPA shall be governed by, and construed in accordance with, the substantive laws of Germany. The form of the transfer of
the Shares shall be governed by Dutch law. The form of this Memorandum of Understanding shall be governed by French law. For the
avoidance of doubt, notarization provisions of German law and other provisions of German law regarding the form of the transfer
of the Shares which are not otherwise applicable to transfers of shares in Dutch companies shall not apply to this Memorandum of
Understanding and to the SPA.


 


Section 5.3          
Applicability of certain clauses of the SPA


 


Clause 17 (Notices)
and clause 18 (Miscellaneous) of the SPA – other than clause 18.1 of the SPA, which is replaced by Section
5.2 above – are hereby incorporated by reference into this Memorandum of Understanding as if such provisions were fully
set forth herein, mutatis mutandis.


 


Section 5.4          
Extension and waiver


 


The Parties may (i) extend
the time for the performance of any of the obligations or other acts of the other Parties, (ii) waive any inaccuracies in the guarantees
contained in this Memorandum of Understanding (including as incorporated by reference pursuant to Section 3.1), or (iii)
waive compliance with any covenants and agreements contained in this Memorandum of Understanding (including as incorporated by
reference pursuant to Section 3.2). Any agreement on the part of a Party to any such extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of such Party. The failure of any Party to this Memorandum of Understanding
to assert any of its rights under this Memorandum of Understanding or otherwise shall not constitute a waiver of such rights.


 


[Signature Page Follows]


 




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Executed in counterparts, on 20 November
2018.


 


	Tower Automotive Holdings III

 Coöperatie U.A.,	 	Tower Automotive Holdings USA, LLC,
	in Livonia, Michigan, USA	 	in Livonia, Michigan, USA
	 	 	 
	/s/ Dennis C. Pike	 	/s/ Jeffrey L. Kersten
	By: 	Dennis C. Pike	 	By: 	Jeffrey L. Kersten
	Title: 	Managing Director	 	Title : 	Vice President
	 	 	 	 	 
	/s/ Jeffrey L. Kersten	 	 	 
	By: 	Jeffrey L. Kersten	 	 	 
	Title: 	Managing Director	 	 	 
	 	 	 	 	 
	Financière SNOP Dunois S.A.,	 	Tower International, Inc.,
	in Brussels (Belgium)	 	in Livonia, Michigan, USA
	 	 	 
	/s/ Michel Henri Pinaire	 	/s/ James C. Gouin 
	By: 	Michel Henri Pinaire	 	By: 	James C. Gouin
	Title: 	President and CEO	 	Title: 	Chief Executive Officer