EXHIBIT 10.5
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REINSTATEMENT
OF
CONVERSION AGREEMENT
THIS REINSTATEMENT OF CONVERSION AGREEMENT, by and among Jalo
Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxx Jukko, and Topi Xxxxxxxx,
individual residents of the Republic of Finland (each a "Finland
Holder" and, collectively, the "Finland Holders"), Eimo Oyj, a company
organized under the laws of the Republic of Finland ("Parent"), and
Triple S Plastics, Inc., a Michigan corporation (the "Company") (the
Finland Holders, the Parent, and the Company are collectively
hereinafter referred to as the "Parties"), is made and entered into by
and among the Parties effective as of the 25th day of May, 2001 (the
"Effective Reinstatement Date").
WITNESSETH:
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WHEREAS, effective as of July 13, 2000, the Company, the Parent,
and Spartan Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of the Parent (the "Merger Sub") entered into an
Agreement and Plan of Merger, as amended by a First Amendment dated as
of February 3, 2001 (such agreement, as amended, is hereinafter
referred to as the "Merger Agreement");
WHEREAS, in March of 2001, the Company, the Merger Sub, and the
Parent terminated the Merger Agreement:
WHEREAS, pursuant to the provisions of an Amended and Restated
Agreement and Plan of Merger of even date herewith, the Company, the
Merger Sub, and the Parent are reinstating the Merger Agreement,
amending it in certain respects, and restating it in its entirety, as
amended;
WHEREAS, effective as of July 13, 2000, the Conversion Agreement
in the form of Exhibit 1.6(c) to the Merger Agreement (the "Conversion
Agreement") was executed by the Parties; and
WHEREAS, the Parties want to make clear and certain that the
Conversion Agreement is also reinstated in its entirety;
NOW, THEREFORE, for and in consideration of the foregoing
recitals, the mutual representations, warranties, covenants, and
agreements contained herein, and other good and valuable consideration
(the receipt, sufficiency, and adequacy of which are hereby
acknowledged), the Parties agree as follows:
1. REINSTATEMENT WITHOUT AMENDMENT. The Conversion Agreement is
hereby reinstated in its entirety, effective as of the Effective
Reinstatement Date, without any amendments, changes, additions, or
deletions.
2. CONTINUATION. The Conversion Agreement is to continue and
remain in full force and effect from the Effective Reinstatement Date
until terminated in accordance with the provisions of Section 2
thereof.
3. COUNTERPARTS; TELECOPIER. This Agreement may be executed in
one or more counterparts, all of which together shall be considered
one and the same agreement. Transmission by telecopier of an executed
counterpart of the Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart.
[SIGNATURES BEGIN ON NEXT PAGE]
IN WITNESS WHEREOF, the Parties have caused this Reinstatement of
the Conversion Agreement to be duly executed as of the day and year
set forth at the beginning hereof.
EIMO OYJ
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Executive Vice Chairman
TRIPLE S PLASTICS, INC.
By: /s/ A. Xxxxxxxxx Xxxxxxx
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Name: A. Xxxxxxxxx Xxxxxxx
Title: Chief executive Officer
FINLAND HOLDERS:
/s/ Xxxx Xxxxxxxx
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Jalo Pannanen
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
/s/ Xxxxxxxx Jukko
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Xxxxxxxx Jukko
/s/ Topi Xxxxxxxx
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Topi Xxxxxxxx
Signature Page to Reinstatement of the Conversion Agreement
