AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT
Exhibit 10.k
AMENDMENT NO. 1
AMENDMENT NO. 1 (this “Amendment”), dated as of August 31, 2006, to the SHAREHOLDERS
AGREEMENT, dated as of June 6, 2002, as amended and restated as of July 19, 2002 (the
“Shareholders Agreement”) by and among TRIMAS CORPORATION, a Delaware corporation (the
“Company”), METALDYNE COMPANY LLC (“MCLLC”), HEARTLAND INDUSTRIAL PARTNERS, L.P.
and the HEARTLAND ENTITIES identified on the signature pages thereto and the other parties
identified as SHAREHOLDERS therein and listed on the signature pages thereto or identified on the
signature page of any Joinder Agreement executed and delivered pursuant to the Shareholders
Agreement and the parties identified on the signature pages hereto as “METALDYNE SHAREHOLDER
PARTIES”. Capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed thereto in the Shareholders Agreement.
R E C I T A L S :
A. MCLLC is the owner of 4,076,087 shares of the issued and outstanding Common Stock of the
Company and a Warrant to purchase 750,000 shares of Common Stock of the Company (the
“Warrant” and, together with the shares of Common Stock owned by MCLLC or issuable upon
exercise of the Warrant, the “Metaldyne Shares”) on the date hereof.
B. MCLLC is considering making a distribution of the Metaldyne Shares to its parent company,
Metaldyne Corporation (“Metaldyne”), which will, in turn, make a distribution of the
Metaldyne Shares to the stockholders of record of Metaldyne and MCLLC has requested an amendment of
certain provisions of the Shareholders Agreement to permit the foregoing.
C. The Company, MCLLC and the other Shareholders desire to amend certain provisions of the
Shareholders Agreement to permit the Metaldyne Distribution (as hereinafter defined), but, as a
condition to its willingness to execute the Amendment, the Company is requiring that all current
stockholders of Metaldyne that are also currently parties to the shareholders agreement in place
with respect to shares of common stock of Metaldyne execute this Amendment and agree to the
provisions of the Shareholders Agreement in anticipation of the Metaldyne Distribution in the event
that it should occur.
NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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A G R E E M E N T :
The parties agree as follows:
1. Amendment to Introduction. (a) The Preamble to the Shareholders Agreement is
hereby amended by adding “either” after the word “executing” and by adding the following after the
word “hereof”: “and, with respect to the Metaldyne Shareholders, upon the occurrence of the
Metaldyne Distribution”. It is hereby agreed that, from and after the Metaldyne Distribution, the
Metaldyne Shareholder Parties shall be “Shareholders” for all purposes of the Shareholders
Agreement.
(b) The first “Whereas” clause of the Shareholders Agreement is hereby amended by adding the
following at the end of such clause: “and, upon the occurrence of the Metaldyne Distribution (if it
should occur), each Metaldyne Shareholder Party has received its pro rata share of the Distributed
Shares pursuant to the Metaldyne Distribution.”
(c) The second “Whereas” clause of the Shareholders Agreement is hereby amended and restated
as follows: “WHEREAS, as a result of and in connection with the Stock Purchase, each Shareholder as
of July 19, 2002 owns the number of shares set forth on Schedule 2.04 hereto and, as a result of
and in connection with the Metaldyne Distribution (if it should occur), MCLLC will no longer own
the Distributed Shares reflected on Schedule 2.04 hereto and each Metaldyne Shareholder Party will
own its pro rata share of the Distributed Shares.”
2. Amendment to Section 1.01. (a) Section 1.01 of the Shareholders Agreement is
hereby amended by adding the following at the end of the definition of “Transfer”: “;
provided that the declaration (as opposed to the making) of the Metaldyne Distribution
shall not be considered to be a Transfer for purposes of the Shareholders Agreement.”
(b) Section 1.01 of the Shareholders Agreement is hereby amended by inserting the following
defined terms (in their appropriate alphabetic order) into such section:
“Distributed Shares” means any shares of Common Stock or of all or any portion of
the Warrant that, in either case, is subject to a Metaldyne Distribution to
Metaldyne Shareholders.
“First Amendment” means Amendment No. 1 to Shareholders Agreement, dated as of
August 31, 2006, among the Company, MCLLC, Heartland Industrial Partners, L.P., the
Heartland Entities identified on the signature pages thereto, the other Shareholders
listed on the signature pages thereto and the Metaldyne Shareholder Parties listed
on the signature pages thereto.
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“First Amendment Date” means August 31, 2006.
“Limited Permitted Transferee” means (a) with respect to any Shareholder that is a
natural person, (i) the spouse or any lineal descendant (including by adoption or
stepchildren) of such Shareholder or any Transferee of such Shareholder by operation
of laws of descent, (ii) any trust of which such Shareholder is the trustee and
which is established solely for the benefit of any of the foregoing individuals and
(iii) any partnership, all of the general partner(s) and limited partner(s) (if any)
of which are one or more Persons identified in the preceding clause (i) and (b) with
respect to any other Person, an Affiliate of such Person.
“Metaldyne Distribution” means any distribution by MCLLC to Metaldyne or by
Metaldyne to Metaldyne Shareholders of any shares of Common Stock (including shares
of Common Stock issuable upon exercise of the Warrant) or of all or any portion of
the Warrant.
“Metaldyne Shareholders” means (i) the owners of record of the common stock of
Metaldyne Corporation as of the record date of any Metaldyne Distribution or (ii)
any legal successor-in-interest to or any Limited Permitted Transferee of any Person
referred to in clause (i) of this definition.
“Metaldyne Shareholder Parties” means (i) those owners of record of the common stock
of Metaldyne Corporation as of the First Amendment Date that are party to the
Shareholders Agreement relating to shares of common stock of Metaldyne dated as of
November 28, 2000 among Metaldyne and the Shareholders named therein (whether
directly or by joinder agreement), as amended from time to time, and (ii) any legal
successor-in-interest to or any Transferee of any Person referred to in clause (i)
of this definition that is required to become a party to the Shareholders Agreement
by reason of Section 11(a) of the First Amendment.
“1934 Act Registration” means the registration of the Common Stock by the Company
under the 1934 Act.
3. Amendment to Section 3.02. Section 3.02 of the Shareholders Agreement is hereby
amended and restated in its entirety as follows:
“Subject to all applicable laws, the restrictions on Transfer set forth in Section 3.01 hereof
shall not apply to any of the following:
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(a) a Transfer by a Shareholder of Common Stock (other than Distributed Shares prior
to the 1934 Act Registration) to one of its Permitted Transferees; provided
that such Permitted Transferee shall agree to execute a Joinder Agreement in the
form annexed hereto as Exhibit A (the “Joinder Agreement”);
(b) a Transfer of Common Stock (other than Distributed Shares prior to the 1934 Act
Registration) by a Shareholder in accordance with Sections 4.02 and 4.03 of this
Agreement;
(c) a Transfer by a Shareholder of Common Stock (other than Distributed Shares prior
to the 1934 Act Registration) after such Shareholder has complied with Section 4.01;
provided that the Transferee shall agree to execute a Joinder Agreement;
(d) a Transfer of Common Stock by a Shareholder pursuant to an effective
registration statement under the 1933 Act or a Transfer of Common Stock (other than
Distributed Shares prior to the 1934 Act Registration) pursuant to Rule 144 under
the 1933 Act;
(e) a Transfer by MCLLC in connection with the issuance of a Convertible Security as
contemplated by Section 6.16; provided that the recipient of such
Convertible Security agrees to execute a Joinder Agreement as described in Section
6.16;
(f) Transfers by MCLLC and Metaldyne pursuant to a Metaldyne Distribution;
provided that, if such Transfer is to Metaldyne Shareholders prior to the
1934 Act Registration, provision shall be made to ensure that subsequent Transfers
of Distributed Shares shall only be made, prior to the 1934 Act Registration, by
Metaldyne Shareholders to Limited Permitted Transferees of such Metaldyne
Shareholder; and
(g) following a Metaldyne Distribution and prior to the 1934 Act Registration, a
Transfer by a Metaldyne Shareholder of Distributed Shares to Limited Permitted
Transferees of such Metaldyne Shareholder.
4. Amendment of Section 4.01. Section 4.01(a) of the Shareholders Agreement is
hereby amended by (i) deleting the phrase “Section 3.02(a), 3.02(d), 4.02 or 4.03” and replacing it
in its entirety with “Section 3.02(a), 302(d), 3.02(g), 4.02 or 4.03” and (ii) adding the
following to the end of that section: “Notwithstanding anything to the contrary
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herein, this Section 4.01 (including, without limitation, the provisions of the second paragraph of
Section 4.01(c)) shall be inapplicable to the Metaldyne Distribution itself.”
5. Amendment of Section 4.02(a). Section 4.02(a) of the Shareholders Agreement is
hereby amended by (i) deleting the phrase “Section 3.02(a), 3.02(d), 5.01 or 5.02” and replacing it
in its entirety with “Section 3.02(a), 3.02(d), 3.02(g), 5.01 or 5.02” and (ii) adding the
following to the end of last sentence thereof: “provided that, for the avoidance of doubt,
the provisions of this last sentence shall not apply to Transfers of Distributed Shares received by
the Sponsor Transferor.”
6. Amendment of Section 4.03. Section 4.03 of the Shareholders Agreement is hereby
amended by adding the following to the end of first sentence thereof: “provided,
further, that, for the avoidance of doubt, the second proviso of this sentence shall cease
to apply following the Metaldyne Distribution.”
7. Amendment of Section 4.04. (a) Section 4.04(b) of the Shareholders Agreement is
hereby amended by deleting the beginning thereof through but not including “(1)” and replacing it
in its entirety with the following: “In the case of (x) any Shareholder (other than MCLLC) prior to
the occurrence of a Qualifying Public Equity Offering, and for so long as such Shareholder owns
twenty-five percent (25%) of the number of shares of Common Stock (as adjusted for Adjustments)
owned by such Shareholder (in the case of any Shareholder other than a Metaldyne Shareholder Party,
as of the date of the amendment and restatement hereof or, in the case of any Metaldyne Shareholder
Party, as of and after giving effect to the Metaldyne Distribution) or (y) MCLLC, for so long as
MCLLC owns twenty-five percent (25%) of the number of shares of Common Stock (as adjusted for
Adjustments) owned by MCLLC immediately following the Transactions, the Company shall deliver the
following to each such Shareholder and MCLLC:”
(b) Section 4.04(b) shall be amended by the addition of the following at the end thereof:
“Notwithstanding the foregoing and the last sentence of Section 4.04(c), the information available
under Section 4.04(b) (2) and (3) shall not be made available to a Metaldyne Shareholder Party if
the Company is filing annual, quarterly and current reports under the 1934 Act (unless it would
otherwise be entitled to such information as a Shareholder apart from the Metaldyne Distribution).”
(c) Section 4.04(e) shall be amended by the addition of the following language at the end
thereof: “Each Shareholder acknowledges that trading in securities of the Company and its
Subsidiaries on the basis of material non-public information received under this Agreement may
constitute a violation of United States Federal securities laws and agrees to act to ensure
compliance with such laws.”
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8. Amendment of Section 4.06. (a) Section 4.06(a) of the Shareholders Agreement is
hereby amended by the addition of the following at the end thereof: “(e) For the avoidance of
doubt, Section 4.06(a)(ii)(2) and (3), the proviso to Section 4.06(a)(iv), Section 4.06(b) and
Section 4.06(d) shall have no further effect following the occurrence of the Metaldyne
Distribution.”
9. Amendment of Section 4.07. Upon the occurrence any Metaldyne Distribution, the
proviso to the penultimate sentence of Section 4.07 shall be deleted.
10. Amendment of Sections 5.01, 5.02 and 5.07. (a) Section 5.01(a) of the
Shareholders Agreement is hereby amended by the addition of the following at the end thereof:
“Notwithstanding anything herein to the contrary, and for the avoidance of doubt, no Metaldyne
Shareholder shall become entitled to rights pursuant to this Section 5.01 by reason of receiving
Distributed Shares in the Metaldyne Distribution, except that Affiliates of the Company that
receive Distributed Shares shall be entitled to the registration rights afforded to a “Shareholder”
pursuant to this Section 5.01 in respect of such Distributed Shares, in addition to such rights as
may otherwise exist under Article V in favor of such Affiliate.”
(b) Section 5.02(a) shall be amended by the addition of the following at the end thereof:
“Notwithstanding anything herein to the contrary, and for the avoidance of doubt, no Metaldyne
Shareholder shall become entitled to rights pursuant to this Section 5.02 by reason of receiving
Distributed Shares in the Metaldyne Distribution, except for Sponsor and its Direct Permitted
Transferees in their capacity as Demand Holders.”
(c) Each Metaldyne Shareholder Party agrees that, regardless of whether or not Distributed
Shares held by it are Registrable Securities, such shares shall be subject to the holdback
agreements of Section 5.07 as though they were Registrable Securities solely for purposes of any
Initial Public Offering.
11. Addition of Section 6.17. The Shareholders Agreement is hereby amended by adding
the following section:
“Section 6.17. Metaldyne Distribution.
(a) Notwithstanding any provision of this Agreement, MCLLC and Metaldyne may effect any
Metaldyne Distribution; provided that (i) no recipient of Distributed Shares will thereby
become entitled to the rights and benefits of, or be subject to the obligations and burdens under,
this Agreement that are specifically ascribed to MCLLC and (ii) the only Persons that will become
entitled to rights and be subject to obligations hereunder as a result of the Metaldyne
Distribution will be the Metaldyne Shareholder Parties by reason of their execution of the First
Amendment or of a Joinder Agreement. For the sake of clarity, it is agreed
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that, other than in the case of the Metaldyne Shareholder Parties, recipients of Distributed Shares
pursuant to the Metaldyne Distribution need not sign a Joinder Agreement.
(b) Notwithstanding any provision to the contrary contained in this Agreement and for the
sake of clarity, each Metaldyne Shareholder Party agrees that, following a Metaldyne Distribution
and prior to the 1934 Act Registration, Transfers of Distributed Shares shall only be made to
Limited Permitted Transferees and MCLLC shall take and cause Metaldyne to take all reasonably
necessary action to ensure such.
(c) The Company agrees to cooperate and take all such actions as may be required to ensure
compliance with applicable United States Federal and state securities laws in connection with the
foregoing, including, without limitation, the Company agrees to file a registration statement on
Form 10 (or any successor form) with respect to the registration of the Common Stock under the 1934
Act Registration and to use best efforts to cause such registration statement to be declared
effective by the Commission not later than 120 days following the end of the year which the
Metaldyne Distribution shall have occurred.
12. Covenants, Representations and Warranties of MCLLC and Metaldyne Shareholder
Parties. (a) Each Metaldyne Shareholder Party hereby agrees that, as a condition to any
Transfer of shares of common stock of Metaldyne prior to the completion of the Metaldyne
Distribution, it shall cause the Transferee to execute a Joinder Agreement to the Shareholders
Agreement to become a Metaldyne Shareholder Party (if it is not already a party to the Shareholders
Agreement).
(b) Each of the Metaldyne Shareholder Parties hereby severally makes to the Company the
representations and warranties set forth in Sections 2.01 (“Authority; Enforceability”), 2.02 (“No
Breach”) and Section 2.03(a) (“Consents”) solely with respect to the execution, delivery and
performance of this Amendment and the matters contemplated hereby.
(c) Each Metaldyne Shareholder Party hereby agrees and authorizes the Company to act as a
custodian to hold any Distributed Shares prior to the 1934 Act Registration to ensure compliance
with United States Federal securities laws and acknowledges that Metaldyne has agreed to deliver
any Distributed Shares to the Company for that purpose. In addition, the Company is authorized to
retain such shares for the duration of any lock-up or hold back period consistent with Section
10(c) of this Amendment if 1934 Act Registration occurs in connection with an Initial Public
Offering.
(d) The Company hereby agrees with Metaldyne that it will not effect transfers of Common
Stock in the stock ledger of the Company or issue new certificates in connection with any such
transfers, other than in compliance with all Regulatory Requirements and this Shareholders
Agreement.
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(e) The Distributed Shares will contain the following legend, notwithstanding Section 3.04,
and MCLLC and the Company shall cooperate to ensure that, prior to the Metaldyne Distribution, all
Distributed Shares, whether or not subject to the Shareholders Agreement will bear the following
legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD PRIOR TO THE
REGISTRATION OF THE CLASS OF THE SECURITIES UNDER THE UNITED STATES SECURITIES ACT OF 1934
EXCEPT TO (A) WITH RESPECT TO ANY SHAREHOLDER THAT IS A NATURAL PERSON, (I) THE SPOUSE OR
ANY LINEAL DESCENDANT (INCLUDING BY ADOPTION OR STEPCHILDREN) OF SUCH SHAREHOLDER OR ANY
TRANSFEREE OF SUCH SHAREHOLDER BY OPERATION OF LAWS OF DESCENT, (II) ANY TRUST OF WHICH SUCH
SHAREHOLDER IS THE TRUSTEE AND WHICH IS ESTABLISHED SOLELY FOR THE BENEFIT OF ANY OF THE
FOREGOING INDIVIDUALS AND (III) ANY PARTNERSHIP, ALL OF THE GENERAL PARTNER(S) AND LIMITED
PARTNER(S) (IF ANY) OF WHICH ARE ONE OR MORE PERSONS IDENTIFIED IN THE PRECEDING CLAUSE (I)
AND (B) WITH RESPECT TO ANY OTHER PERSON, AN AFFILIATE OF SUCH PERSON.
Distributed Shares subject to the Shareholders Agreement shall also bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND
CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A
SHAREHOLDERS AGREEMENT DATED AS OF JUNE 6, 2002, AS AMENDED AND RESTATED AS OF JULY 19, 2002
AND AS AMENDED ON AUGUST 31, 2006 (AS AMENDED, AMENDED AND RESTATED, MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME, THE “SHAREHOLDERS AGREEMENT”). THE SHAREHOLDERS AGREEMENT
CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SECURITIES OF THE
COMPANY. A COPY OF THE SHAREHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY.
13. Provisions of General Application. Except as otherwise expressly provided by this
Amendment, all of the terms, conditions and provisions to the Shareholders Agreement remain
unaltered. The Shareholders Agreement and this Amendment shall be read and construed as one
agreement. If any of the terms of this Amendment shall conflict in any respect with any of the
terms of the Shareholders Agreement, the terms of this Amendment shall be controlling.
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14. Counterparts; Effectiveness; Captions. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. The captions of this Amendment are included for
convenience of reference only, do not constitute a part hereof and shall be disregarded in the
construction hereof.
15. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.
16. Entire Agreement. This Amendment constitutes the full and entire understanding
and agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior negotiations, understandings and agreements between such parties in respect of such
subject matter.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.
| TRIMAS CORPORATION |
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| Date: August 31, 2006 | By: | /s/ [ILLEGIBLE] | ||
| Name: | ||||
| Title: | ||||
| HIP SIDE-BY-SIDE PARTNERS, L.P. | ||||||
| By: | HEARTLAND INDUSTRIAL ASSOCIATES, L.L.C. | |||||
| Its: | General Partner | |||||
| By: | /s/ [Illegible] | |||||
| Title: | ||||||
Amendment to TriMas Shareholders Agreement
| METALDYNE COMPANY LLC |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| MESIROW CAPITAL PARTNERS VIII, L.P. | ||||||
| by | Mesirow Financial Services, Inc., its General Partner | |||||
| by | /s/ Xxxxxx X. Xxxxxx | |||||
| Title: Sr. Managing Director | ||||||
Amendment to TriMas Shareholders Agreement
| MESIROW CAPITAL PARTNERS VIII, L.P. | ||||||
| by | Mesirow Financial Services, Inc., its General Partner | |||||
| by | /s/ Xxxxxx X. Xxxxxx | |||||
| Title: Sr. Managing Director | ||||||
Amendment to TriMas Shareholders Agreement
| TRIMAS INVESTMENT FUND I, L.L.C. |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| TRIMAS INVESTMENT FUND I, L.L.C. |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
MASCO CAPITAL CORPORATION |
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| By: | /s/ Xxxxx X. Xxx | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| XXXXX XXXXXXX |
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| By: | /s/Xxxxx Xxxxxxx | |||
| Name: | ||||
| Title: | Shareholder | |||
Amendment to TriMas Shareholders Agreement
| GE CAPITAL EQUITY INVESTMENTS, INC. |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| METALDYNE INVESTMENT FUND I, LLC |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| METALDYNE INVESTMENT FUND II, LLC |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P. | ||||||
| By: | Hemisphere Private Equity Partners, Ltd., Its General Partner | |||||
| By: | /s/Xxxxxxx Xxxxxx | |||||
| Title: Attorney-in-Fact | ||||||
Amendment to TriMas Shareholders Agreement
| CREDIT SUISSE FIRST BSTON EQUITY PARTNERS (BERMUDA), L.P. | ||||||
| By: | Hemisphere Private Equity Partners, Ltd., Its General Partner | |||||
| By: | /s/Xxxxxxx Xxxxxx | |||||
| Title: Attorney-in-Fact | ||||||
Amendment to TriMas Shareholders Agreement
| CREDIT SUISSE FIRST BOSTON FUND INVESTMENTS VI HOLDINGS, LLC | ||||||||
| By: | Credit Suisse First Boston Fund Investments VI, L.P., Its Managing Member | |||||||
| By: | Credit Suisse First Boston Fund Investments VI — Side Partnership, L.P., Its Managing Member | |||||||
| By: | Credit Suisse First Boston fund Investments VI (Bermuda), L.P., Its Managing Member | |||||||
| By: | Merchant Capital, Inc., the General Partner of the foregoing entities | |||||||
| By: | /s/Xxxxxxx Xxxxxx | |||||||
| Name: | Xxxxxxx Xxxxxx | |||||||
| Title: | Vice President | |||||||
Amendment to TriMas Shareholders Agreement
| CREDIT SUISSE FIRST BOSTON FUND INVESTMENTS VI-B (BERMUDA), L.P. | ||||||
| By: | Merchant Capital, Inc., Its General Partner | |||||
| By: | /s/Xxxxxxx Xxxxxx | |||||
| Title: Vice President | ||||||
Amendment to TriMas Shareholders Agreement
| CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE ADVISORS, L.P. | ||||||
| By: | Hemisphere Private Equity Partners, Ltd., Its General Partner | |||||
| By: | /s/ Xxxxxxx Xxxxxx | |||||
| Title: Attorney-in-Fact | ||||||
Amendment to TriMas Shareholders Agreement
| MASCO CORPORATION |
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| By: | /s/Xxxxx X. Xxx | |||
| Name: | Xxxxx X. Xxx | |||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| XXXXXXX AND XXXX XXXXXXXXX FOUNDATION |
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| By: | /s/Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | President and Treasurer | |||
Amendment to TriMas Shareholders Agreement
| XXXXXXX XXXXXXXXX |
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| By: | /s/Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| WACHOVIA CAPITAL PARTNERS 2000, LLC (formerly First Union Capital Partners, LLC) |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | Vice President | |||
Amendment to TriMas Shareholders Agreement
| BANCBOSTON CAPITAL INC. |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | Vice President | |||
Amendment to TriMas Shareholders Agreement
| METROPOLITAN LIFE INSURANCE COMPANY |
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| By: | /s/Xxxxxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxxxxx Xxxxxxxxxx | |||
| Title: | Director | |||
Amendment to TriMas Shareholders Agreement
| EQUITY ASSET INVESTMENT TRUST |
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| By: | /s/ [Illegible] | |||
| Name: | ||||
| Title: | Attorney-in-Fact | |||
Amendment to TriMas Shareholders Agreement
| ANNEX HOLDINGS I LP | ||||||
| By: | Annex Capital Partners LLC, its General Partner | |||||
| By: | /s/Xxxxxxxxx X. Xxxxxxx | |||||
| Name: | ||||||
| Title: | MANAGING MEMBER OF THE GENERAL PARTNER | |||||
Amendment to TriMas Shareholders Agreement
| LONGPOINT CAPITAL FUND, L.P. |
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| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| LONGPOINT CAPITAL PARTNERS, L.L.C. |
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| By: | /s/Xxxxxx Xxxxxx | |||
| Name: | ||||
| Title: | ||||
Amendment to TriMas Shareholders Agreement
| EMA PARTNERS FUND 2000, L.P. | ||||||
| By: | Credit Suisse (Bermuda) Limited, Its General Partner | |||||
| By: | /s/Xxxxxxx Xxxxxx | |||||
| Name: | ||||||
| Title: | Vice President | |||||
Amendment to TriMas Shareholders Agreement
| EMA PARTNERS EQUITY FUND 2000, L.P. | ||||||
| By: | Credit Suisse (Bermuda) Limited, Its General Partner | |||||
| By: | /s/Xxxxxxx Xxxxxx | |||||
| Name: | ||||||
| Title: | Vice President | |||||
Amendment to TriMas Shareholders Agreement
| 00 XXXX XXXXXX ASSOCIATES LLC | ||||||||
| By: | Allianz Leben Private Equity Funds Plus GmbH | |||||||
| Its: | Members | |||||||
| By: | /s/Wancfing Aug | Xxxxx Xxxxxxx | ||||||
| Name: Wancfing Aug | Xxxxx Xxxxxxx | |||||||
| Title: Managing Director | Director | |||||||
| By: | Alliance Private Equity Partners, Inc. | |||||||
| Its: | Adviser | |||||||
| By: | /s/Xxxxxx Xxxxxxxx | Xxxxx Xxxxxx | ||||||
| Name: Xxxxxx Xxxxxxxx | Xxxxx Xxxxxx | |||||||
| Title: Vice President | Vice President | |||||||
Amendment to TriMas Shareholders Agreement
| XXXXXX PARTNERS INVESTMENTS, L.P. | ||||||
| By: | XXXXXX PARTNERS GENERAL PARTNER, L.P. | |||||
| Its: | General Partner | |||||
| By: | XXXXXX PARTNERS INVESTMENTS (GP2), L.P. | |||||
| Its: | General Partner | |||||
| By: | XXXXXX PARTNERS INVESTMENTS (GP), LLC | |||||
| Its: | General Partner | |||||
| By: | /s/Xxxxxx X. Xxxxxx | |||||
| Title: Managing Member | ||||||
Amendment to TriMas Shareholders Agreement
| XXXXXX PARTNERS INVESTMENTS (A), L.P. | ||||||
| By: | XXXXXX PARTNERS GENERAL PARTNER, L.P. | |||||
| Its: | General Partner | |||||
| By: | XXXXXX PARTNERS INVESTMENTS (GP2), L.P. | |||||
| Its: | General Partner | |||||
| By: | XXXXXX PARTNERS INVESTMENTS (GP), LLC | |||||
| Its: | General Partner | |||||
| By: | /s/Xxxxxx X. Xxxxxx | |||||
| Title: Managing Member | ||||||
Amendment to TriMas Shareholders Agreement
| PRIVATE EQUITY PORTFOLIO FUND II, LLC |
||||
| By: | /s/Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
Amendment to TriMas Shareholders Agreement
| CRM 1999 ENTERPRISE FUND, LLC |
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| By: | /s/Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | CFO of Managing Member | |||
Amendment to TriMas Shareholders Agreement
| HEARTLAND INDUSTRIAL PARTNERS, L.P. | ||||||
| By: | Heartland Industrial Associates L.L.C., its General Partner | |||||
| By: | /s/Xxxxxx X. Xxxxxxxx | |||||
| Title: | ||||||
Amendment to TriMas Shareholders Agreement
EXHIBIT A
JOINDER AGREEMENT
WHEREAS, the undersigned is acquiring simultaneously with the execution of this Agreement
common stock (the “Common Stock”), par value $0.01 per share of TriMas Corporation (the “Company”);
and
WHEREAS, as a condition to the acquisition of the Common Stock, the undersigned has agreed to
join in a certain Shareholders Agreement (the “Shareholders Agreement”) dated as of June 6, 2002
and amended and restated as of July 19, 2002 among TriMas Corporation and the Shareholders (as such
term is defined in the Shareholders Agreement); and
WHEREAS, the undersigned understands that execution of this Agreement is a condition precedent
to the acquisition of the Common Stock;
NOW, THEREFORE, as an inducement to both the transferor of the Common Stock and the other
Shareholders (as such term is defined in the Shareholders Agreement), to Transfer (as such term is
defined in the Shareholders Agreement) and to allow the Transfer of the Common Stock to the
undersigned, the undersigned agrees as follows:
| 1. | The undersigned hereby joins in the Shareholders Agreement and agrees to be bound by the terms and provisions of the Shareholders Agreement as provided by the Shareholders Agreement. | ||
| 2. | The undersigned hereby consents that the certificate or certificates to be issued to the undersigned representing the Common Stock shall be legended as follows: | ||
| “THE SERCUITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFCTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE. | |||
| THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING WITH RESPECT TO THE DIRECT OR INDIRECT TRANSFER THEREOF, OF A |
| SHAREHOLDERS AGREEMENT DATED AS OF JUNE 6, 2002, AS AMENDED AND RESTATED AS OF JULY 19, 2002. THE SHAREHOLDERS AGREEMENT CONTAINS, AMONG OTHER THINGS, SIGNIFICANT RESTRICTIONS ON TRANSFER OF THE SECURITIES OF THE COMPANY. A COPY OF THE SHAREHOLSERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY.” |
INWITNESS
WHEREOF, the undersigned has executed this Agreement this day of , 20 .
| Title: | ||||
| Address: |
