MORGAN GUARANTY TRUST COMPANY OF NEW YORK, TRUSTEE INDENTURE DATED AS OF DECEMBER 1, 1982 TIE-SHEETIndenture • February 27th, 2007 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
SHAREHOLDERS AGREEMENT BY AND AMONG TRIMAS CORPORATION, METALDYNE COMPANY LLC, THE HEARTLAND ENTITIES LISTED ON THE SIGNATURE PAGES HERETO, AND THE OTHER SHAREHOLDERS NAMED HEREIN OR ADDED AS PARTIES HERETO FROM TIME TO TIME DATED AS OF JUNE 6, 2002...Shareholder Agreement • February 27th, 2007 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
THIS AGREEMENT (the “Agreement”), dated as of June 6, 2002, and amended and restated as of July 19, 2002, by and among TRIMAS CORPORATION, a Delaware corporation (the “Company”), METALDYNE COMPANY, LLC, a Delaware limited liability company (“MCLLC”), Masco Capital Corporation, a Delaware corporation, hIP Side-by-Side Partners, L.P., a Delaware limited partnership, the Heartland entities listed on the signature pages hereto and the other Shareholders listed on the signature pages hereto (each of Sponsor, MCLLC, Masco Capital Corporation, HIP Side-by-Side Partners, L.P., the other shareholders party hereto and each other Person executing a Joinder Agreement after the date hereof, individually a “Shareholder” and together the “Shareholders”).
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • February 27th, 2007 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
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.
SUPPLEMENTAL INDENTURESupplemental Indenture • February 27th, 2007 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members
THIS SUPPLEMENTAL INDENTURE, dated as of November 30, 2006, between Masco Corporation, a Delaware corporation (the “Company”), N. A. and the Bank of New York Trust Company, N. A. (“BNY”).
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT BETWEEN RHJ INTERNATIONAL SA ASAHI TEC CORPORATION and The PRINCIPAL COMPANY SHAREHOLDERS Listed on Schedule I hereto Dated as of November 21, 2006Shareholders’ Agreement • February 27th, 2007 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of November 27, 2006, amoag the Persons listed on Schedule I hereto, RHJ International SA, a societe anonyms organized under the laws of Belgium, and Asahi Tec Corporation, a Japanese corporation (“Argon’’ or the “Company”).
