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EXHIBIT 10.v
April 21, 1992
Xx. Xxxxx X. Xxxxxxxx, President
TriMas Corporation
000 X. Xxxxxxxxxx Xxxxxxx
Xxxxx 000
Xxx Xxxxx, Xxxxxxxx 00000
Dear Xxxxx:
This will confirm our understanding to modify the Registration Agreement
dated December 27, 1988 among TriMas Corporation, Masco Corporation and Masco
Industries (the "Registration Agreement"). The Registration Agreement
currently limits Masco Corporation and Masco Industries from requesting more
than one registration within a period of twelve months. At the request of your
underwriters, each of Masco Corporation and Masco Industries agrees that it
will not, for a period of 120 days after the effective date of TriMas'
definitive prospectus relating to its proposed offering of Common Stock,
provided that such effective date is prior to May 15, 1992, (i) offer for sale,
sell, contract to sell or otherwise dispose of any shares of TriMas Common
Stock, or (ii) exercise any Common Stock registration rights granted to each of
them in the Registration Agreement (including but not limited to requesting
registration of shares owned by others).
In return for the foregoing, and whether or not TriMas' current
registration statement is declared effective, TriMas agrees that the
Registration Agreement is hereby modified so that if Masco Corporation or Masco
Industries requests registration of shares of TriMas Common Stock heretofore
sold to the respective executives of Masco Corporation and Masco Industries
pursuant to the Executive Agreements (as defined below), and such registration
is filed during 1992, they may also request that TriMas file not earlier than
January 1, 1993 a second registration statement covering additional such shares
of TriMas Common Stock heretofore sold pursuant to the Executive Agreements,
even if such second registration is within twelve months of the effective date
of the initial filing during 1992 (so long as such request otherwise complies
with the terms of the Registration Agreement and is made not less than 90 days
from the date of the initial such request). It is understood that if a
registration request is made in 1992 and the registration statement is for any
reason not filed during 1992, Masco Corporation or Masco Industries shall be
entitled, prior to filing, to increase the number of shares covered by such
request. All other provisions contained in the Registration Agreement
including but not limited to those limiting registration requests are
unaffected hereby.
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In connection with the foregoing, we advise you as follows:
1. All executives who have purchased TriMas stock from Masco Corporation
or Masco Industries have done so pursuant to the agreements which shall be
provided to you prior to any request for registration (the "Executive
Agreements").
2. None of the executives who have purchased TriMas stock pursuant to the
Executive Agreements have notified Masco Corporation or Masco Industries that
they wish to sell any of their TriMas stock in the immediate future.
3. The Executive Agreements currently contain restrictions on sales of stock by
the executive which do not permit the executives to sell in a registered
offering more than 50% of such executive's TriMas stock subject to the
Executive Agreements during 1992, and 75% of such stock by the end of 1993.
Masco Corporation and Masco Industries will not amend, waive or modify the
Executive Agreements to permit any sales in a registered offering in excess of
these restrictions.
Please confirm TriMas' agreement with the modifications set forth above
which will become effective upon signature as provided below.
Sincerely,
MASCO CORPORATION MASCO INDUSTRIES, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx By /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx
TriMas Corporation and the Oversight Committee of its Board of Directors concur
with the foregoing.
TRIMAS CORPORATION OVERSIGHT COMMITTEE
By /s/ Xxxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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AMENDMENT TO REGISTRATION AGREEMENT
This is an Amendment dated as of May 15, 1996 to a Registration Agreement
dated as of December 27, 1988 and amended as of April 21, 1992, January 5, 1993
and May 26, 1994 (the "Registration Agreement") among TriMas Corporation, a
Delaware corporation ("TriMas"), Masco Corporation, a Delaware corporation
("Masco"), and MascoTech, Inc. (formerly Masco Industries, Inc.), a Delaware
corporation ("Industries").
WHEREAS, TriMas, Masco, and Industries wish to amend the Registration
Agreement to alter the arrangements for registration of the Executive Shares
owned by Xxxxxxx X. Xxxxxxxxx.
NOW, THEREFORE, the parties hereto agree as follows:
A. The second sentence of Paragraph 1(b) of the Registration Agreement is
hereby amended by deleting the year "1996" and by substituting therefor the
year "1997".
B. Except as provided herein, the Registration Agreement shall remain in
full force and effect and not otherwise be modified or affected by the
provisions hereof. This Amendment to Registration Agreement may be executed in
multiple counterparts.
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
Registration Agreement as of the date first set forth above.
MASCO CORPORATION MASCOTECH, INC.
By /s/Xxxxxxx X. Xxxxxxxxx By /s/Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx
Chairman Chairman
TRIMAS CORPORATION TRIMAS OVERSIGHT COMMITTEE
By /s/Xxxxx X. Xxxxxxxx By /s/Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx
President
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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ACKNOWLEDGMENT
I acknowledge that the Letter Agreements with each of Masco Corporation
and MascoTech, Inc. dated as of June 29, 1989 are amended to conform with the
Registration Agreement, as amended, and that the Letter Agreements shall
otherwise continue in full force and effect.
/s/Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
