GUARANTEEGuarantee • August 7th, 2015 • Mueller Industries Inc • Rolling drawing & extruding of nonferrous metals • Delaware
This Guarantee (this “Guarantee”) is made this 5th day of August, 2015, by Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP, on the one hand, and Mueller Industries, Inc., on the other hand, (including their successors and assigns, the “Guarantors”), in favor of Tecumseh Products Company, a Michigan corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among MA Industrial JV LLC, a newly-formed Delaware limited liability company (“Parent”), MA Industrial Sub Inc., a newly-formed Michigan corporation that is a subsidiary of Parent (“Merger Sub”), and the Guaranteed Party. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER dated as of August 5, 2015 amongMerger Agreement • August 7th, 2015 • Mueller Industries Inc • Rolling drawing & extruding of nonferrous metals • Michigan
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 5, 2015, among Tecumseh Products Company, a Michigan corporation (the “Company”), MA Industrial JV LLC, a Delaware limited liability company (“Parent”), and MA Industrial Sub Inc., a Michigan corporation and a wholly-owned subsidiary of Parent (“Sub”).
