SC 13E3/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule 13E-3
Transaction Statement under Section 13(e) of the
Securities Exchange Act of 1934
(Amendment No. 1)

METALDYNE CORPORATION
(Name of Issuer)

METALDYNE CORPORATION
HEARTLAND INDUSTRIAL PARTNERS, L.P.
TIMOTHY LEULIETTE
JEFFREY STAFEIL
THOMAS AMATO
(Name of Persons Filing Statement)

Common Stock, $1.00 par Value
(Title of Class of Securities)

574670 10 5
(CUSIP Number)

Jeffrey M. Stafeil
Metaldyne Corporation
47659 Halyard Drive
Plymouth, Michigan 48170
(734) 207-6200

with copies to:
Jonathan A. Schaffzin, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on Behalf of Persons Filing Statements)

        This statement is filed in connection with (check the appropriate box):

a.

ý The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.



b.

o The filing of a registration statement under the Securities Act of 1933.



c.

o  A tender offer.



d.

o None of the above.

        Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý

        Check the following box if the filing fee is a final amendment reporting the results of the transaction: o

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee
$66,555,643	$7,122

        (1)   Estimated solely for purposes of calculating the amount of the filing fee. The filing fee is based on the product of (x) 42,795,963 outstanding shares of the Issuer's common stock, $1.00 par value per share (which is the maximum number of shares to be converted in the public company merger into the right to receive cash); and (y) $1.56 (which is the average cash payment per share to holders of the shares set forth in (x)). The filing fee of $7,122 was calculated by multiplying the resulting transaction value of $66,555,643 by 0.000107 in accordance with the Commission's Fee Rate Advisory #5 for Fiscal Year 2006.

        ý    Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

        Amount Previously Paid: $10,172

        Form or Registration No.: PREM14C filed October 5, 2006

        Filing Party: Metaldyne Corporation

        Date Filed: October 5, 2006

        This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule 13E-3") is being filed with the Securities and Exchange Commission (the "Commission") jointly by Metaldyne Corporation ("Metaldyne"), Heartland Industrial Partners, L.P. ("Heartland"), Timothy Leuliette, Jeffrey Stafeil and Thomas Amato (Metaldyne, Heartland, Mr. Leuliette, Mr. Stafeil and Mr. Amato are referred to as the "Filing Persons").

        Concurrently with the filing of this Schedule 13E-3, Metaldyne is filing with the Commission Preliminary copies of an Information Statement/Proxy Statement on Schedules 14C and 14A, respectively, of the Securities Exchange Act of 1934, as amended (the "Statement"), describing a proposed merger (the "Merger") of Metaldyne and Argon Acquisition Corp. ("Acquisition Sub"), which is a wholly-owned subsidiary of Asahi Tec Corporation ("Asahi Tec").

        The information in the Statement, including all appendices thereto, is expressly incorporated by reference into this Schedule 13E-3 in its entirety, and the responses to each item are qualified in their entirety by the provisions of the Statement.

        The cross reference sheet below is being supplied pursuant to General Instruction G to Schedule 13E-3 and shows the location in the Statement of the information required to be included in response to the items of this Schedule 13E-3.

Item 1.    Summary Term Sheet.

        The information set forth in the Statement under the caption "Summary Term Sheet" is incorporated herein by reference.

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Item 2.    Subject Company Information.

        (a)   Name and Address.    Metaldyne Corporation is the subject company. The address of its principal executive offices is 47659 Halyard Drive, Plymouth, Michigan 48170-2429, and its telephone number is (734) 207-6200.

        (b)   Securities.    As of November 27, 2006, 42,795,963 shares of Common Stock were issued and outstanding.

        (c)   Trading Market and Price.    There is no trading market for the Common Stock. The information set forth in the Statement under the caption "Certain Information Regarding Metaldyne, Its Security Holders and Management—Market for Registrant's Common Equity and Related Matters" is incorporated herein by reference.

        (d)   Dividends.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger"; and



•

"The Merger—The Parties to the Merger."

        (e)   Prior Public Offerings.    None of the Filing Persons has made an underwritten public offering of Common Stock for cash during the past three years that was registered under the Securities Act of 1933 or exempt from registration under Regulation A.

        (f)    Prior Stock Purchases.    None of the Filing Persons has purchased any Common Stock during the past two years. The information set forth in the Statement under the caption "Certain Information Regarding Metaldyne, Its Security Holders and Management—Security Ownership of Management and Certain Beneficial Owners" is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person.

        (a)-(b)     Metaldyne.    Metaldyne Corporation is the subject company. The address of its principal executive offices is 47659 Halyard Drive, Plymouth, Michigan 48170-2429 and its telephone number is (734) 207-6200. The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—The Parties to the Merger"; and



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger."

        (a)-(b)     Heartland.    The address of Heartland's principal executive offices is 55 Railroad Avenue, Greenwich, Connecticut 06830 and its telephone number is (203) 861-2622. The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger"; and



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger".

        (a), (c)     Messrs. Leuliette, Stafeil and Amato.    The address of each of Messrs. Leuliette, Stafeil and Amato is c/o Metaldyne Corporation, 47659 Halyard Drive, Plymouth, Michigan 48170-2429, and

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their telephone number is (734) 207-6200. The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger"; and



•

"Certain Information Regarding Metaldyne, Its Security Holders and Management—Security Ownership of Management and Certain Beneficial Owners."

        The information set forth in Annex H, Part I, Item 4A of the Statement under the caption "Executive Officers of the Registrant" is incorporated herein by reference.

        During the last five years, none of Heartland nor Messrs. Leuliette, Stafeil and Amato has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Messrs. Leuliette, Stafeil and Amato are each citizens of the United States.

Item 4.    Terms of Transaction.

        (a)(1)     Not applicable.

        (a)(2)     Material Terms.    The information set forth in the Statement under the following captions is incorporated herein by reference.

•

"Summary Term Sheet";



•

"The Merger—Special Factors—Reasons for the Merger";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger";



•

"The Merger—Special Factors—Material U.S. Federal Income Tax Consequences";



•

"The Merger—The Merger Agreement";



•

"The Merger—Approval of the Merger"; and



•

"The Merger—Other Agreements."

        (b)   Purchases.    Not applicable.

        (c)   Different Terms.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"Summary Term Sheet";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger"; and



•

"The Merger—Other Agreements."

        (d)   Appraisal Rights.    The information set forth in the Statement under the caption "The Merger—Appraisal Rights" is incorporated herein by reference.

        (e)   Provisions for Unaffiliated Stockholders.    No provision has been made by the Filing Persons in connection with the transactions contemplated by the Merger Agreement to grant unaffiliated security

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holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

        (f)    Eligibility for Listing or Trading.    Not applicable.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements.

        (a)-(c)     The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Reasons for the Merger";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger";



•

"The Merger—Special Factors—Financing"; and



•

"The Merger—Other Agreements."

        (d)   Conflicts of Interest.    Not applicable.

        (e)   The information set forth in the Statement under the following captions is incorporated herein by reference:

        "The Merger—The Parties to the Merger";

        "The Merger—The Merger Agreement";

        "The Merger—Approval of the Merger"; and

        "The Merger—Other Agreements."

Item 6.    Purposes of the Transaction and Plans or Proposals.

        (b)-(c)(1)-(8)     The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Reasons for the Merger";



•

"The Merger—Special Factors—Purposes, Reasons and Plans for Metaldyne after the Merger";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger"; and



•

"The Merger—Other Agreements."

Item 7.    Purposes, Alternatives, Reasons and Effects.

        (a)   Purposes.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Reasons for the Merger";



•

"The Merger—Special Factors—Purposes, Reasons and Plans for Metaldyne After the Merger"; and



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger."

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        (b)   Alternatives.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger"; and



•

"The Merger—Special Factors—Effects on the Company if the Merger Is Not Completed."

        (c)   Reasons.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger"; and



•

"The Merger—Special Factors—Reasons for the Merger."

        (d)   Effects.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Reasons for the Merger";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger";



•

"The Merger—Special Factors—Material U.S. Federal Income Tax Consequences"; and



•

"The Merger—Other Agreements."

Item 8.    Fairness of the Transaction.

        (a)-(b)     Fairness; Factors Considered in Determining Fairness.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Reasons for the Merger";



•

"The Merger—Special Factors—Position of Our Board of Directors";



•

"The Merger—Special Factors—Opinion of Lazard Frères & Co. LLC";



•

"The Merger—Special Factors—Position of Heartland;" and



•

"The Merger—Special Factors—Position of Certain Executive Officers."

        (c)   Approval of Security Holders.    The transaction is not structured to require approval of at least a majority of unaffiliated security holders.

        (d)   Unaffiliated Representative.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Reasons for the Merger";



•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Position of Our Board of Directors";



•

"The Merger—Special Factors—Position of Heartland;" and



•

"The Merger—Special Factors—Position of Certain Executive Officers."

        (e)   Approval of Directors.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Position of Our Board of Directors"; and

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•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger."

        (f)    Not applicable.

Item 9.    Reports, Opinions, Appraisals and Negotiations.

        (a)-(c)     Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Position of Our Board of Directors"; and



•

"The Merger—Special Factors—Opinion of Lazard Frères & Co. LLC."

Item 10.    Source and Amount of Funds or Other Consideration.

        (a), (b) and (d) Source of Funds; Conditions; Borrowed Funds.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Financing"; and



•

"The Merger—The Merger Agreement—Conditions to the Merger."

        (c)   Expenses.    The information set forth in the Statement under the caption "The Merger—Special Factors—Fees and Expenses" is incorporated herein by reference.

Item 11.    Interest in Securities of the Subject Company.

        (a)   Security Ownership.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—The Parties to the Merger";



•

"The Merger—Special Factors—Certain Effects of the Merger; Interests of Certain Persons in the Merger"; and



•

"Certain Information Regarding Metaldyne, Its Security Holders and Management—Security Ownership of Management and Certain Beneficial Owners."

        (b)   Securities Transactions.    No Filing Persons have engaged in any transaction in the subject securities during the past 60 days.

Item 12.    The Solicitation or Recommendation.

        (d)-(e)     Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger";



•

"The Merger—Special Factors—Position of Our Board of Directors";



•

"The Merger—Special Factors—Position of Heartland;" and



•

"The Merger—Special Factors—Position of Certain Executive Officers."

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Item 13.    Financial Statements.

        (a)   Financial Information.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"Certain Information Regarding Metaldyne, Its Security Holders and Management—Selected Financial Data"; and



•

"Certain Information Regarding Metaldyne, Its Security Holders and Management—Financial Statements and Supplementary Data."

        (b)   Pro Forma Information. Not applicable.

Item 14.    Persons/Assets, Retained, Employed, Compensated or Used.

        (a)-(b)     Solicitation or Recommendations; Employees and Corporate Assets.    The information set forth in the Statement under the following captions is incorporated herein by reference:

•

"The Merger—Special Factors—Background of the Merger"; and



•

"The Merger—Special Factors—Opinion of Lazard Frères & Co. LLC."

        None of the Filing Persons intend to employ or retain any individual or entity to solicit proxies.

Item 15.    Additional Information.

        (b)   The entire Statement, including all Annexes thereto, is incorporated herein by reference.

Item 16.    Exhibits.

        (a)(3)     Information Statement/Proxy Statement of Metaldyne Corporation on Schedules 14C and 14A, respectively, filed with the SEC on November 29, 2006 (incorporated herein by reference).

        (b)   Debt Commitment Letter, dated November 27, 2006, between J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Citigroup Global Markets, Inc., Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas and Argon Acquisition Corp.

        (c)(1)     Opinion of Lazard Frères & Co. LLC, dated November 26, 2006, delivered to Metaldyne's board of directors (incorporated herein by reference to Annex B to the Statement).

        (2)   Presentation of Lazard Frères & Co. LLC delivered to Metaldyne's board of directors on November 24, 2006.

        (d)(1)     Amended and Restated Agreement and Plan of Merger, dated as of November 27, 2006, among Asahi Tec Corporation, Argon Acquisition Corp. and Metaldyne Corporation (incorporated herein by reference to Annex A to the Statement).

        (2)   Amended and Restated Shareholder's Agreement, dated as of November 27, 2006, among RHJI International SA, Asahi Tec Corporation, and the Principal Company Shareholders listed on Schedule I thereto.

        (3)   Amended and Restated Stock Purchase Agreement, dated as of November 27, 2006, among Asahi Tec Corporation and the Principal Company Shareholders listed on Schedule I thereto.

        (4)   Amended and Restated Stock Purchase Agreement, dated as of November 27, 2006, among Asahi Tec Corporation, Metaldyne Investment Fund I, LLC, HIP Side-By-Side Partners, L.P. and Metaldyne Investment Fund II, LLC.

        (5)   Amended and Restated Preferred Stock Purchase Agreement, dated as of November 27, 2006, among Asahi Tec Corporation and Masco Corporation.

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        (6)   Amended and Restated Preferred Stock Purchase Agreement, dated as of November 27, 2006, among Asahi Tec Corporation and DaimlerChrysler Corporation.

        (f)    The information set forth in the Statement under the caption "The Merger—Appraisal Rights" is incorporated herein by reference.

        (g)   Not applicable.

        (h)   Not applicable.

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SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

METALDYNE CORPORATION
By:	/s/ Jeffrey M. Stafeil
	Name:	Jeffrey M. Stafeil
	Title:	Executive Vice President and Chief Financial Officer (Chief Accounting Officer and Authorized Signatory)
	Date:	November 29, 2006
HEARTLAND INDUSTRIAL PARTNERS, L.P.
	By:	Heartland Industrial Associates, L.L.C. its general partner
By:	/s/ Daniel P. Tredwell
	Name:	Daniel P. Tredwell
	Title:	Member
	Date:	November 29, 2006
TIMOTHY D. LEULIETTE
By:	/s/ Timothy D. Leuliette
	Date:	November 29, 2006
JEFFREY M. STAFEIL
By:	/s/ Jeffrey M. Stafeil
	Date:	November 29, 2006
THOMAS A. AMATO
By:	/s/ Thomas A. Amato
	Date:	November 29, 2006

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CALCULATION OF FILING FEE
SIGNATURES

EX-99.(B)

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Exhibit 99(b)

J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, New York 10017	DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005	CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013
JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017	DEUTSCHE BANK TRUST COMPANY AMERICAS 60 Wall Street New York, New York 10005

November 27, 2006

Project Alloy
$445,000,000 Senior Secured Term Facilities
$150,000,000 Senior Secured Revolving Facility
$60,000,000 Senior Secured Synthetic Letter of Credit Facility
Commitment Letter

Argon Acquisition Corp.
c/o Asahi Tec Corporation
547-1 Horinouchi, Kikugawa City
Shizuoka 439-8651, Japan
Attention: Akira Nakamura, President and Chief Executive Officer

Ladies and Gentlemen:

        You have advised J.P. Morgan Securities Inc. ("JPMorgan"), JPMorgan Chase Bank, N.A. ("JPMCB"), Citigroup Global Markets Inc., acting for itself and on behalf of Citicorp North America, Inc., Citibank, N.A., Citicorp USA, Inc. and any of their affiliates (collective, "Citigroup"), Deutsche Bank Securities Inc. ("DBSI") and Deutsche Bank Trust Company Americas ("DBTCA"; together with JPMorgan, JPMCB, Citigroup and DBSI, the "Commitment Parties") that Asahi Tec Corporation intends to acquire the Target and consummate the other transactions described in the introductory paragraph of Exhibit A hereto. Capitalized terms used but not defined herein are used with the meanings assigned to them in said paragraph.

        JPMorgan and Citigroup are pleased to advise you that they are willing to act as the sole joint lead arrangers (with JPMorgan as the lead left arranger) for the Term Facilities and the Synthetic L/C Facility, and JPMorgan, Citigroup and DBSI are pleased to advise you that they are willing to act as sole joint bookrunners for the Term Facilities and the Synthetic L/C Facility. In addition, DBSI and JPMorgan are pleased to advise you that they are willing to act as the sole joint lead arrangers (with DBSI as the lead left arranger) for the Revolving Facility, and DBSI, JPMorgan and Citigroup are pleased to advise you that they are willing to act as sole joint bookrunners for the Revolving Facility. Furthermore, each of JPMCB, Citigroup and DBTCA (collectively, the "Initial Lenders") is pleased to advise you of its several, but not joint, commitment to provide 33?% of the aggregate principal amount of each of the Credit Facilities. This Commitment Letter, the Summaries of Terms and Conditions attached as Exhibits A, B and C hereto (the "Term Sheets") set forth the principal terms and conditions on and subject to which the Initial Lenders are willing to make available the Credit Facilities.

        It is agreed that JPMorgan and Citigroup will act as the sole joint lead arrangers (with JPMorgan as the lead left arranger) in respect of the Term Facilities and the Synthetic L/C Facility and that DBSI and JPMorgan will act as the sole joint lead arrangers (with DBSI as the lead left arranger) in respect of the Revolving Facility (collectively, in such capacities, the "Arrangers"). It is further agreed that JPMorgan, Citigroup and DBSI will act as sole joint bookrunners for the Term Facilities and the Synthetic L/C Facility and that DBSI, JPMorgan and Citigroup will act as sole joint bookrunners for the Revolving Facility, that JPMCB will act as the sole and exclusive administrative agent in respect of

the Term Facilities and the Synthetic L/C Facility and as sole and exclusive syndication agent in respect of the Revolving Facility, that DBTCA will act as sole and exclusive administrative agent in respect of the Revolving Facility and sole and exclusive documentation agent in respect of the Term Facilities and the Synthetic L/C Facility and that an affiliate of Citigroup will act as sole and exclusive syndication agent in respect of the Term Facilities and the Synthetic L/C Facility and as sole and exclusive documentation agent in respect of the Revolving Facility. You agree that, as a condition to the commitments and agreements hereunder, no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheets and Fee Letter referred to below) will be paid in connection with the Credit Facilities without the consent of the Arrangers (such consent not to be unreasonably withheld).

        The Arrangers intend to syndicate the Credit Facilities to a group of lenders reasonably acceptable to MergerCo (together with the Initial Lenders, the "Lenders"). You understand that the Term Facilities and the Synthetic L/C Facility on the one hand and the Revolving Facility on the other hand may be separately syndicated and that the Arrangers intend to commence syndication efforts promptly, and you agree to take all actions that the Arrangers may reasonably request to assist us in completing a syndication reasonably satisfactory to you and us, provided that the Commitment Parties acknowledge and agree that our commitments hereunder are not conditioned upon a successful syndication. Your assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit from the existing banking relationships of the Sponsor, Asahi and the Target, (b) direct contact between senior management and advisors of the Sponsor and Asahi and the proposed Lenders, and your using commercially reasonable efforts to cause direct contact between senior management of the Target and the proposed Lenders, in each case at such places and times as we may reasonably request, (c) as set forth in the next paragraph, assistance from the Sponsor and Asahi, and your using commercially reasonable efforts to cause the Target to assist, in the preparation of materials to be used in connection with the syndication (collectively, with the Term Sheets, the "Information Materials"), (d) the hosting, with us and senior management of the Sponsor and Asahi of, and your using commercially reasonable efforts to make senior management of the Target available for, one or more meetings of prospective Lenders at such places and times as we may reasonably request and (e) your using commercially reasonable efforts to obtain, at least 20 business days prior to the Closing Date, ratings for the Borrower as well as for the Term Facilities and the Synthetic L/C Facility from both Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's Ratings Group ("S&P").

        You will assist us in preparing Information Materials, including Confidential Information Memoranda, for distribution to prospective Lenders. If requested, you also will assist us in preparing an additional version of the Information Materials (the "Public-Side Version") to be used by prospective Lenders' public-side employees and representatives ("Public-Siders") who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to Asahi, the Target, their respective affiliates and any of their respective securities ("MNPI") and who may be engaged in investment and other market related activities with respect to any such entity's securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender's employees willing to receive MNPI ("Private-Siders") and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein.

        You agree that the following documents may be distributed to both Private-Siders and Public-Siders, unless MergerCo advises the Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, lender allocations, if any, and funding and closing memoranda) that do not contain any MNPI, (b) notification of changes in the terms of the Credit Facilities and (c) publicly

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available filings made by the Target after the date hereof with the Securities and Exchange Commission. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

        You hereby authorize the Commitment Parties to distribute drafts of definitive documentation with respect to the Credit Facilities to Private-Siders and Public-Siders.

        The Arrangers will manage, in consultation with you, all aspects of the syndication, including decisions as to the selection of institutions (which shall be reasonably acceptable to you) to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. In their capacity as Arrangers, JPMorgan, Citigroup and DBSI will have no responsibility other than to arrange the syndication as set forth herein and in no event shall be subject to any fiduciary or other implied duties. Additionally, you acknowledge and agree that, as Arrangers, JPMorgan, Citigroup and DBSI are not advising the Sponsor, Asahi or MergerCo as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Sponsor, Asahi and MergerCo shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Arrangers shall have no responsibility or liability to the Sponsor, Asahi or MergerCo with respect thereto.

        To assist the Arrangers in their syndication efforts, you agree promptly to prepare and provide (or, in the case of information relating to the Target and its subsidiaries, use commercially reasonable efforts to prepare and provide) to the Commitment Parties all information with respect to the Target and its subsidiaries, the Transaction and the other transactions contemplated hereby, including all financial information and projections (the "Projections"), as the Arrangers may reasonably request in connection with the arrangement and syndication of the Credit Facilities. You hereby represent and covenant that (a) all information other than the Projections (the "Information") that has been or will be made available to any Commitment Party by you or any of your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were or are made and (b) the Projections that have been or will be made available to any Commitment Party by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed to be reasonable at the time they were made, it being understood that projections are, by their nature, inherently uncertain and actual results may vary materially from the Projections. You understand that in arranging and syndicating the Credit Facilities the Commitment Parties may use and rely on the Information and Projections without independent verification thereof.

        MergerCo agrees that, until the earlier of (a) the termination of the syndication of the Credit Facilities (as determined by the Arrangers) and (b) the Closing Date, it will ensure that there shall be no competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of MergerCo or its subsidiaries (and with respect to Asahi and its other subsidiaries, will consult with us with respect to any of the foregoing by them) without the prior written consent of the Arrangers (which consent shall not be unreasonably withheld) if such offering, placement or arrangement would have, in the reasonable judgment of the Arrangers, a detrimental effect upon the syndication of the Credit Facilities.

        As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described in the Fee Letter dated the date hereof and delivered herewith (the "Fee Letter").

3

        Each Commitment Party's commitments and agreements hereunder are subject to:

        (a)   during the period from January 1, 2006 to the date hereof, except as set forth in the Company Disclosure Letter (as defined in the Transaction Agreement) dated as of and as in effect on August 31, 2006, and as supplemented as of the date hereof, the absence of any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect (as defined below), and since the date hereof, the absence of any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect;

        (b)   the Information Materials having been completed not less than 20 business days prior to the Closing Date;

        (c)   the closing of the Credit Facilities on or before March 15, 2007; and

        (d)   the other conditions set forth in the Term Sheets. The terms of the commitments hereunder and of the Credit Facilities are not limited to those set forth herein and in the Term Sheets. Those matters that are not covered by the provisions hereof and of the Term Sheets shall be consistent with the applicable Term Sheet and are subject to the approval and agreement of the Commitment Parties and MergerCo, it being agreed that there shall be no conditions to closing or the initial funding of the Credit Facilities other than those expressly set forth in this Commitment Letter and the Term Sheets.

        For purposes of the foregoing, a "Material Adverse Effect" means (a) a material adverse effect on the business, assets, financial condition or results of operations of the Target and its subsidiaries, taken as a whole except, in each case, to the extent arising or resulting from, or caused or attributable to, any of the following, individually or taken together: (i) general U.S., Japanese or global economic, political or market conditions to the extent not materially disproportionately affecting the Target and its subsidiaries, taken as whole, relative to other automotive industry participants in the Target's geographic area, (ii) changes in applicable generally accepted accounting principles or Law (as defined in the Transaction Agreement), (iii) the public announcement of the Transactions (as defined in the Transaction Agreement), the consummation of the Transactions or the execution of the Transaction Agreements (as defined in the Transaction Agreement) or (iv) acts of terrorism or war to the extent not materially disproportionately affecting the Target and its subsidiaries, taken as whole, relative to other automotive industry participants in the Target's geographic area, (b) a material adverse effect on the ability of the Target to perform its obligations under the Transaction Agreement or the other Transaction Agreements to which it is a party or (c) a material adverse effect on the ability of the Target to consummate the Transactions or the TM Distribution (as defined in the Transaction Agreement).

4

        You agree (a) to indemnify and hold harmless the Commitment Parties, their affiliates and their respective directors, employees, advisors, and agents (each, an "indemnified person") from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Credit Facilities, the use of the proceeds thereof, the Transaction or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person for all related reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of a single counsel for the indemnified persons, provided that additional counsel may be retained in the event of conflict or separate defenses) incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such indemnified person, and (b) upon the Closing Date (if the Closing Date occurs), to reimburse each Commitment Party and its affiliates for all reasonable out-of-pocket expenses (including reasonable due diligence expenses, syndication expenses, consultant's fees and expenses, travel expenses, and reasonable fees, charges and disbursements of a single counsel (and appropriate local counsel) for the Commitment Parties and their affiliates) incurred in connection with the Credit Facilities and any related documentation (including this Commitment Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof, provided that, notwithstanding the foregoing, you agree to reimburse each Commitment Party and its affiliates promptly upon termination of this Commitment Letter in accordance with its terms for all reasonable fees and expenses of FTI Consulting, Inc. and Hilco Appraisal Services, LLC with respect to field examinations, audits and appraisals performed by such parties in respect of the Revolving Facility, in each case whether or not the Transaction is consummated or definitive credit documentation is executed. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems or for any special, indirect, consequential or punitive damages in connection with the Credit Facilities.

        You acknowledge that each Commitment Party and its affiliates (the term "Commitment Party" as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. No Commitment Party will use confidential information obtained from you by virtue of the transactions contemplated hereby or its other relationships with you in connection with the performance by such Commitment Party of services for other companies, and no Commitment Party will furnish any such information to other companies. You also acknowledge that no Commitment Party has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies. You further acknowledge that each Arranger is a full service securities firm and may from time to time effect transactions, for its own or its affiliates' account or the account of customers, and hold positions in loans, securities or options on loans or securities of Asahi, MergerCo and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter.

        Each Commitment Party may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to the benefits afforded such Commitment Party hereunder.

        This Commitment Letter shall not be assignable by you without the prior written consent of each Commitment Party, such consent not to be unreasonably withheld in connection with any assignment to an affiliate of MergerCo (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified

persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us with respect to the Credit Facilities and set forth the entire understanding of the parties with respect thereto.

        This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. MergerCo consents to the nonexclusive jurisdiction and venue of the state or federal courts located in the City of New York. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the state or federal courts located in the City of New York and (b) any right it may have to a trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Commitment Letter, the Term Sheets, the transactions contemplated hereby or the performance of services hereunder.

        This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheets or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to the officers, directors, employees, accountants, attorneys and other agents and advisors of the Sponsor, Asahi, and MergerCo and, on a confidential and "need to know" basis in connection with the Transaction, those of their affiliates, the Target and the sellers of the Target (except that, unless otherwise consented to by the Arrangers, the Fee Letter may only be disclosed to the Target and the sellers with appropriate redactions, in each case reasonably satisfactory to the Arrangers, to delete all fee amounts), (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law, including applicable securities laws, rules or regulations, or the applicable rules of any securities exchange, (c) upon the request or demand of any regulatory authority having jurisdiction over the Sponsor, Asahi, MergerCo, the Target or any affiliate thereof, (d) the Commitment Letter and Term Sheets, or a summary thereof, and a summary of the terms of the Fee Letter (other than fee amounts), may be disclosed (i) in a customary shareholder proxy statement or information statement, (ii) in any debt tender or consent solicitation materials in connection with the transactions contemplated hereby and (iii) in connection with obtaining any consents or approvals of the Transaction from Asahi's lenders (on a confidential basis), and (e) the Term Sheets may be disclosed to any rating agency in connection with the transactions contemplated hereby, provided, that the foregoing restrictions shall cease to apply (except in respect of the Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you. Each of the Commitment Parties agrees on behalf of itself and each of its affiliates to use all non-public information provided to it or them in connection with the debt financings contemplated hereby by or on behalf of the Sponsor, Asahi, MergerCo, the Target or their affiliates solely for the purpose of providing the services which are the subject of this Commitment Letter and to treat confidentially such information in accordance with its or their customary banking practices and applicable law, including securities laws.

        Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the "Patriot Act"), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor (as defined in the Term Sheets), which information includes names and addresses and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the Patriot Act.

        The compensation, reimbursement, indemnification and confidentiality provisions contained herein and in the Fee Letter and any other provision herein or therein which by its terms expressly survives the termination of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination

of this Commitment Letter or the commitments hereunder, provided that the compensation, reimbursement and indemnification provisions hereof shall be superseded by the provisions of the TL/LC Facility Documentation and the Revolving Facility Documentation upon the effectiveness thereof.

        If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheets and the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on November 27, 2006. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence.

        Upon your acceptance of this Commitment Letter, this Commitment Letter shall amend, restate and supersede the Commitment Letter dated August 31, 2006 among the Commitment Parties and you (provided that all indemnities set forth therein shall survive in accordance with the terms thereof).

        We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,
J.P. MORGAN SECURITIES INC.
By:	/s/  DONALD R. BENSON
Name:	Donald R. Benson
Title:	Managing Director
JPMORGAN CHASE BANK, N.A.
By:	/s/  BRUCE BORDEN
Name:	Bruce Borden
Title:	Vice President

CITIGROUP GLOBAL MARKETS INC.
By:	/s/  DAVE R. GONCHER
Name:	Dave R. Goncher
Title:	Director

DEUTSCHE BANK SECURITIES INC.
By:	/s/  MARK E. FUNK
Name:	Mark E. Funk
Title:	Managing Director
By:	/s/  KEVIN M. SHERLOCK
Name:	Kevin M. Sherlock
Title:	Managing Director
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/  VICKI FLOYD
Name:	Vicki Floyd
Title:	Managing Director
By:	/s/  ALBERT FISCHETTI
Name:	Albert Fischetti
Title:	Director

Accepted and agreed to as of the date first above written:

ARGON ACQUISITION CORP.

By:	/s/  AKIRA NAKAMURA
	Name:  Akira Nakamura
	Title:    President

Annex A to Commitment Letter

SOURCES AND USES TABLE

Sources:
	Initial Term Facility	$	420.0	1
	Revolving Facility	$	0	2
	Existing Notes	$	431.7
	Other Existing Debt	$	7.3	2
	Preferred (PIK)	$	98.0
	RHJI/Co-Investor Cash Equity	$	200.0
	New Asahi Common Equity	$	80.0
	Total Sources	$	1,237.0
Uses:
	Purchase of Common Stock	$	63.3
	Purchase of Series B Preferred	$	16.7
	Rollover of Existing Notes	$	431.7
	Rollover of Other Existing Debt	$	7.3	2
	Refinancing of Indebtedness	$	476.0	2
	Refinancing of Preferred	$	98.0
	Repayment of ABS Facilities	$	37.7	2
	Consent Fees under Existing Notes	$	47.9	1
	Payment of Fees and Expenses	$	55.0
	Metaldyne Common Equity Paid in Cash (3%)	$	3.4	3
	Total Uses	$	1,237.0

¹

Initial Term Facility will be reduced on a dollar-for-dollar basis with any reduction in Consent Fees under Existing Notes to the extent holders of the Existing Notes in excess of the required majority do not consent.

²

Amount is based upon estimated indebtedness and ABS facilities on December 31, 2006 and is subject to change through the Closing Date.

³

Amount calculated based on 30-day average share price of Asahi as of November 17, 2006.

EXHIBIT A

PROJECT ALLOY
SENIOR SECURED TERM FACILITIES
SENIOR SECURED SYNTHETIC LETTER OF CREDIT FACILITY
Summary of Terms and Conditions

        Asahi Tec Corporation ("Asahi"), a corporation controlled by RHJ International SA (together with its affiliates, the "Sponsor"), intends to acquire (the "Transaction") all of the outstanding shares of Metaldyne Corporation (the "Target"), as previously described to the Lenders. In connection therewith: (a) Argon Acquisition Corp. (the "MergerCo"), a newly formed corporation controlled by Asahi, will enter into an agreement (the "Transaction Agreement") with the Target pursuant to which MergerCo will be merged with and into the Target with the Target surviving such merger; (b) Asahi will make cash equity contributions (the "Equity Contributions") to MergerCo in an amount equal to at least $200,000,000; (c) a new intermediate holding company ("NewCo") will be created which will be a wholly owned subsidiary of the Target and which will hold all equity interests in Metaldyne Company LLC; and (d) Metaldyne Company LLC will obtain senior secured credit facilities (the "Credit Facilities") comprised of (i) term loan facilities in the aggregate amount of $445,000,000 (the "Term Facilities"), (ii) a $60,000,000 synthetic letter of credit facility (the "Synthetic L/C Facility") and (iii) a $150,000,000 asset-based lending revolving credit facility (the "Revolving Facility"). Set forth below is a summary of the terms and conditions for the Term Facilities and the Synthetic L/C Facility.

1.	PARTIES
	Borrower:	Metaldyne Company LLC (the "Borrower").
	Guarantors:	NewCo ("Holdings") and each of the Borrower's direct and indirect, existing and future, domestic subsidiaries (subject to exceptions that may be agreed upon with respect to immaterial subsidiaries and excluding MFRC, Inc.) (collectively, the "Guarantors"; the Borrower and the Guarantors, collectively, the "Loan Parties").
	Joint Lead Arrangers:	J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. (in such capacity, each, an "Arranger" and collectively, the "Arrangers").
	Joint Bookrunners:	J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc.
	Administrative Agent:	JPMorgan Chase Bank, N.A. ("JPMCB" and, in such capacity, the "Administrative Agent").
	Syndication Agent:	An affiliate of Citigroup (as defined in the Commitment Letter and, in such capacity, the "Syndication Agent").
	Documentation Agent:	Deutsche Bank Trust Company Americas ("DBTCA" and, in such capacity, the "Documentation Agent" and, together with the Administrative Agent and the Syndication Agent, the "Agents").
	Lenders:	A syndicate of banks, financial institutions and other entities, including JPMCB, Citigroup and DBTCA, arranged by the Arrangers and reasonably acceptable to the Borrower (collectively, the "Lenders").
2.	TYPES AND AMOUNTS OF TERM FACILITIES AND SYNTHETIC L/C FACILITY
A.	Term Facilities

	Types and Amounts:	An initial term loan facility (the "Initial Term Facility") in the amount of $420,000,0004 (the loans thereunder, the "Initial Term Loans") and a delayed draw term loan facility (the "Delayed Draw Term Facility", and together with the Initial Term Facility, the "Term Facilities") in the amount of $25,000,000 (the loans thereunder, the "Delayed Draw Term Loans", and together with the Initial Term Loans, the "Term Loans"), which Credit Facilities will mature on the date that is seven years after the Closing Date (as defined below), provided that (a) if the Target's 11% Senior Subordinated Notes due 2012 (the "11% Subordinated Notes") are outstanding (and have not been defeased or irrevocably called for redemption, in each case with an irrevocable deposit into escrow of cash in an amount sufficient for such defeasance or call) on February 28, 2012, the Term Facilities will mature on February 28, 2012 and (b) if the Target's 10% Senior Notes due 2013 (the "Senior Notes) are outstanding (and have not been defeased or irrevocably called for redemption, in each case with an irrevocable deposit into escrow of cash in an amount sufficient for such defeasance or call) on June 30, 2013, the Term Facilities will mature on June 30, 2013. The Term Loans shall be repayable in equal quarterly installments for the first six years and nine months in an aggregate annual amount equal to 1% of its original principal amount with the balance payable at maturity.
	Availability:	The Initial Term Loans shall be made in a single drawing on the Closing Date. The Delayed Draw Term Loans shall be made in a single drawing on any day after the Closing Date, but prior to the date that is 60 days after the Closing Date.
	Purpose:	The proceeds of the Initial Term Loans shall be used to (a) finance a portion of the Transaction, (b) refinance a portion of the outstanding indebtedness of the Target and (c) pay related fees and expenses incurred in connection with the Transaction. The proceeds of the Delayed Draw Term Loans shall be used to purchase at par any Senior Notes that have been tendered and, to the extent proceeds remain, to purchase at or below par any 11% Subordinated Notes or 10% Subordinated Notes (as defined below).
B.	Synthetic L/C Facility
	Type and Amount:	A five year synthetic letter of credit facility (the "Synthetic L/C Facility" and, together with the Term Facilities, the "Senior Secured Facilities") in the amount of $60,000,000.
	Availability:	The Synthetic L/C Facility shall be available for issuance of letters of credit ("Synthetic Letters of Credit") during the period commencing on the Closing Date and ending on the fifth anniversary thereof (the "Synthetic Facility Termination Date").
	Maturity:	The Synthetic Facility Termination Date.

⁴

The Initial Term Facility will be reduced on a dollar-for-dollar basis by the amount by which the consent fees payable under the Senior Notes, the 11% Subordinated Notes and the 10% Subordinated Notes to obtain the required majority are less than $47.9 million (any such reduction of the Initial Term Facility, the "Closing Date Initial Term Facility Reduction").

2

Synthetic Letters of Credit:	Synthetic Letters of Credit will be issued by JPMCB (in such capacity, the "Synthetic Issuing Lender"). No Synthetic Letter of Credit shall, without the consent of the Synthetic Issuing Lender, have an expiration date after the earlier of (a) one year after the date of issuance and (b) unless cash collateralized (in a manner reasonably satisfactory to the Synthetic Issuing Lender and in an amount equal to 102% of the undrawn face amount) prior to the date five business days prior to the Synthetic Facility Termination Date, five business days prior to the Synthetic Facility Termination Date, provided that any Synthetic Letter of Credit with a one-year or shorter tenor may provide for the renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in clause (b) above).
	Drawings under any Synthetic Letter of Credit may be reimbursed by the Borrower within one business day of such drawing or, at the option of the Borrower, such drawings may be converted into loans ("Synthetic Facility Loans") and availability under the Synthetic L/C Facility shall be reduced by an equivalent amount. To the extent that the Borrower does not so reimburse the Synthetic Issuing Lender, the Lenders under the Synthetic L/C Facility (the "Synthetic Facility Lenders") shall be irrevocably and unconditionally obligated to reimburse the Synthetic Issuing Lender on a pro rata basis, in the manner provided below.
	On the Closing Date, each Synthetic Facility Lender shall deposit an amount equal to such Synthetic Facility Lender's pro rata share of the Synthetic L/C Facility (such amount for each Synthetic Facility Lender, its "Funded Amount") with JPMCB (in such capacity, the "Deposit-Account Agent") to be held by the Deposit-Account Agent in a credit linked deposit account over which the Deposit-Account Agent will have sole dominion and control (the "Credit-Linked Deposit Account"). The sole funding obligation of each Synthetic Facility Lender shall be satisfied upon funding of its Funded Amount. The Borrower shall have no right, title or interest in the Credit-Linked Deposit Account, and the Synthetic Facility Lenders shall have no right to withdraw their Funded Amounts so long as the Synthetic L/C Facility is in effect, except in connection with, and to the extent of, reductions in the amount of the Synthetic L/C Facility (other than in connection with conversions of drawings into Synthetic Facility Loans).

3

		To the extent that the Borrower does not elect to reimburse a drawing under any Synthetic Letter of Credit, the Synthetic Issuing Lender will withdraw the amount of such overdue reimbursement amount from the Credit-Linked Deposit Account (allocated ratably among the Funded Amounts of the Synthetic Facility Lenders) and apply such amount to satisfy such reimbursement obligation (whereupon the amount of such reimbursement obligation will be converted into a Synthetic Facility Loan owed by the Borrower to the Synthetic Facility Lenders, ratably in accordance with the amounts of the Funded Amounts applied by the Synthetic Issuing Lender as described above). Synthetic Facility Loans shall have the same interest terms as Term Loans. Synthetic Facility Loans will not be subject to mandatory prepayment provisions. Synthetic Facility Loans may be prepaid at any time, in whole or in part, without premium or penalty. Upon prepayment of a Synthetic Facility Loan, the amount of principal prepaid shall be deposited into the Credit-Linked Deposit Account and availability under the Synthetic L/C Facility will be increased by such amount.
	Purpose:	The Synthetic Letters of Credit shall be used for general corporate purposes of the Borrower and its subsidiaries.
3.	CERTAIN PAYMENT PROVISIONS
	Fees and Interest Rates:	As set forth on Annex I.
	Optional Prepayments and Commitment Reductions:	Term Loans may be prepaid and the Synthetic L/C Facility may be reduced by the Borrower in minimum amounts to be agreed upon, without premium or penalty (except, in the case of Eurodollar borrowings, breakage costs (excluding lost profits) related to prepayments not made on the last day of the relevant interest period). Optional prepayments of the Term Loans shall be applied as directed by the Borrower. Optional prepayments of the Term Loans may not be reborrowed. Any reduction of the Synthetic L/C Facility shall be accompanied by a proportionate return of the amount in the Credit-Linked Deposit Account to the Synthetic Facility Lenders.

4

	Mandatory Prepayments; Mandatory Offer to Prepay:	The following amounts shall be applied to prepay the Term Loans:
		(a) 100% of the net cash proceeds of any incurrence of debt after the Closing Date by Holdings, the Borrower or any of its subsidiaries (subject to exceptions to be agreed, including an exception for indebtedness permitted pursuant to the TL/LC Facility Documentation).
		(b) 100% of the net cash proceeds of any sale or other disposition (including as a result of casualty or condemnation) by Holdings, the Borrower or any of its subsidiaries of any assets, except for sales in the ordinary course of business and other exceptions to be agreed and subject to full rights of reinvestment for amounts reinvested in the Borrower's business within one year, provided if such amounts are committed to be reinvested within one year, such reinvestment period shall extend for an additional six months.
		(c) Subject to Availability (as defined in Exhibit B) under the Revolving Facility, after giving pro forma effect to any prepayment hereunder, 75% of excess cash flow (the definition of which is to be consistent with the Borrower's existing credit agreement (with appropriate modifications to be agreed to reflect certain factual changes and other modifications to be agreed upon), provided that such mandatory prepayment shall be reduced dollar for dollar for any optional prepayments under the Term Facilities) for each fiscal year of the Borrower (commencing with the first full fiscal year ending after the Closing Date and it being understood that the Borrower will change its fiscal year to end on March 31 of each year), payable within 95 days after fiscal year end, provided, that the foregoing percentage shall be reduced to 50% if the leverage ratio is less than 3.5x, but greater than or equal to 2.5x, 25% if the leverage ratio is less than 2.5x, but greater than or equal to 2.0x and 0% if the leverage ratio is less than 2.0x.
		The Borrower shall be required to offer to prepay the Term Loans at par with 50% of the net cash proceeds received by Holdings from any registered public offering of equity securities by Asahi up to an aggregate prepayment amount of $50,000,000.
		Mandatory prepayments of the Term Loans shall be applied to the scheduled amortization payments of the Term Facilities in forward order for the next eight unpaid quarterly amounts after such prepayment and thereafter ratably to the remaining installments. Mandatory prepayments of the Term Loans may not be reborrowed.
4.	COLLATERAL	The obligations of each Loan Party in respect of the Term Facilities and the Synthetic L/C Facility, any swap agreements provided by any Lender or any affiliate of a Lender (unless, with respect to any swap agreement with a Lender or any affiliate thereof, the Borrower and such Lender or affiliate mutually agree that such swap agreement will not be so secured), and any obligations in respect of overdrafts and related liabilities owed to a Lender (or any affiliate of a Lender) arising from treasury, depository or other cash management services shall be secured by (a) a first priority (subject to exceptions to be agreed) perfected security interest in substantially all of its tangible and intangible assets other than the Revolver Collateral (as defined in the Term Sheet for the Revolving Facility) (including, without limitation, intellectual property, material real property, all of the capital stock of the Borrower and all of the capital stock owned by any other Loan Party (limited, in the case of foreign subsidiaries, to 65% of the capital stock of first tier foreign subsidiaries)), except for those assets as to which the Administrative Agent shall determine (in consultation with the Borrower) in its reasonable discretion that the costs of obtaining a security interest therein are excessive in relation to the value of the security to be afforded thereby (the "Term Collateral") and (b) a second priority (subject to exceptions to be agreed) perfected security interest in such of the accounts receivable, inventory and deposit accounts of Holdings, the Borrower and its wholly owned domestic Loan Parties as are included in the Revolver Collateral from time to time. The relative rights of the Lenders and the lenders under the Revolving Facility shall be set forth in an intercreditor agreement to be agreed.

5

	Intercreditor Arrangements with Bondholders:	The holders of the Senior Notes (the "Senior Bondholders") will obtain a third priority perfected security interest in the Term Collateral and in the Revolver Collateral, and the holders of the 11% Subordinated Notes and the holders of the Target's 10% Senior Subordinated Notes due 2014 (the "10% Subordinated Notes") (collectively, the "Subordinated Bondholders", together with the Senior Bondholders, the "Bondholders") will obtain a fourth priority perfected security interest in the Term Collateral and in the Revolver Collateral. The relative rights of the lenders under the Credit Facilities and the Bondholders shall be set forth in an intercreditor agreement which shall have terms and conditions consistent with Annex II (with such changes as are necessary to implement the banks' position set forth in the Intercreditor Agreement Issues List dated as of November 27, 2006) hereto or otherwise reasonable satisfactory to the Arrangers.
5.	CERTAIN CONDITIONS
	Initial Conditions:	The availability of the Senior Secured Facilities shall be conditioned upon the satisfaction (or waiver by the Agents) of the conditions set forth in Exhibit C (the date upon which all such conditions precedent shall be satisfied or waived and the Transaction is consummated, the "Closing Date").
	On-Going Conditions:	The making of each Term Loan on the Closing Date, each issuance of Synthetic Letters of Credit and the making of each Delayed Draw Term Loan shall be conditioned upon (a) the accuracy in all material respects of all representations and warranties in the documentation (the "TL/LC Facility Documentation") with respect to the Term Facilities and the Synthetic L/C Facility (including, without limitation, the material adverse change and litigation representations), provided that for purposes of extensions of credit on the Closing Date, the material adverse change representation shall be consistent with the no "material adverse change" condition set forth in the Commitment Letter, and (b) the absence of any continuing default or event of default at the time of, or after giving effect to the making of, such extension of credit. Except as provided above, as used herein and in the TL/LC Facility Documentation, a "material adverse change" shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect since the Closing Date on (a) the business, results of operations, property or financial condition of the Borrower and its subsidiaries taken as a whole or (b) the validity or enforceability of any of the TL/LC Facility Documentation or the rights and remedies of the Administrative Agent and the Lenders thereunder.

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6.	CERTAIN DOCUMENTATION MATTERS
		The TL/LC Facility Documentation shall contain the following representations, warranties, covenants and events of default (in each case, except where noted, applicable to Holdings and its subsidiaries) customary for financings of this type (including materiality concepts and basket and other exceptions as may be agreed upon) and reasonably acceptable to the Borrower and the Arrangers:
	Representations and Warranties:	Financial statements (including pro forma financial statements and projections delivered in connection with the Transaction); absence of material undisclosed liabilities; no material adverse change; corporate existence; compliance with all applicable material laws; corporate power and authority; enforceability of TL/LC Facility Documentation; no conflict with material laws or material contractual obligations; no material litigation; no material defaults; ownership of material property; intellectual property; taxes; Federal Reserve regulations; labor matters; ERISA; Investment Company Act and other regulations; subsidiaries; use of proceeds; environmental matters; accuracy of disclosure, taken as a whole; creation and perfection of security interests; solvency of Holdings and its subsidiaries on a consolidated basis on and immediately after the Closing Date; status of Term Facilities and Synthetic L/C Facility as senior debt under the Target's indentures; Regulation H; and delivery of Transaction Agreement.
	Affirmative Covenants:	Delivery of financial statements, SEC reports (or, if there are none, MD&A reporting on a quarterly basis), annual budgets, officers' certificates and other information reasonably requested by the Administrative Agent; payment of taxes and other obligations (excluding indebtedness); continuation of business and maintenance of existence and material rights and privileges; compliance with material laws and material contractual obligations (excluding indebtedness); maintenance of material property and customary insurance; maintenance of books and records; right of the Administrative Agent (or Lenders upon an Event of Default) to inspect property and books and records; notices of known defaults, material litigation and other material events; compliance with environmental laws; further assurances (including, without limitation, with respect to security interests in after-acquired property); and agreement to obtain within 120 days following the Closing Date (or such longer period as may be reasonably acceptable to the Administrative Agent), and to maintain for a minimum of three years thereafter, interest rate protection on terms reasonably satisfactory to the Administrative Agent that results in at least 35% of the aggregate principal amount of the Borrower's indebtedness being effectively subject to a fixed rate or a maximum interest rate.
	Financial Covenants:	The following financial covenants will apply to the Borrower and its consolidated subsidiaries beginning with the first full fiscal quarter ending after the Closing Date: Minimum cash interest coverage ratio of 1.75x (with step ups to be determined) and maximum leverage ratio of 5.5x (with step downs to be determined).

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	The financial covenants contemplated above will be tested quarterly and apply on a consolidated basis.
	For purposes of determining compliance with the financial covenants, if Holdings makes equity contributions to the Borrower (which investment, to the extent not consisting of common equity, shall be on terms and conditions reasonably acceptable to the Lenders) during a fiscal quarter or up until the date that is 10 days after the date financial statements are required to be delivered for the fiscal period ending on the last day of such fiscal quarter, such equity contribution will, at the request of the Borrower, be included in the calculation of consolidated EBITDA for the purposes of determining compliance with financial covenants at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of consolidated EBITDA, a "Specified Equity Contribution"), provided that (a) in each four-fiscal-quarter period, there shall be at least two consecutive fiscal quarters in which no Specified Equity Contribution may be made to the Borrower and (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants.
Negative Covenants:	Limitations on: indebtedness (including guarantee obligations); liens (with exceptions permitting the liens on the Collateral securing the obligations under the Revolving Facility and the liens on the Collateral in favor of the Bondholders, in each case subject to the intercreditor arrangements set forth above); mergers, consolidations, liquidations and dissolutions; sales of assets; dividends and other payments in respect of capital stock (with permitted exceptions to be agreed, including those set forth below); acquisitions, investments, loans and advances (other than acquisitions, investments, loans and advances from the proceeds of equity issuances and contributions by Holdings not required to be used to prepay the Term Facilities and excess cash flow not required to be used to prepay the Term Facilities, provided that the Borrower is in pro forma compliance with its financial covenants and Availability under the Revolving Facility is in excess of $60,000,000, and with other permitted exceptions to be agreed); payments of the 11% Subordinated Notes, the 10% Subordinated Notes, the Senior Notes of the Target or any other material debt instrument (which provision shall not restrict any payments under any Credit Facility and shall include exceptions to be agreed upon, including for (a) payments (including dividends to permit Target to make payments) from the proceeds of equity issuances and contributions by Holdings not required to be used to prepay the Term Facilities and excess cash flow not required to be used to prepay the Term Facilities, provided that the Borrower is in pro forma compliance with its financial covenants and Availability under the Revolving Facility is in excess of $60,000,000, (b) subject to the subordination provisions, if any, in the applicable indentures, scheduled payments of interest (and dividends to permit Target to make scheduled payments of interest) with respect to such indebtedness, (c) refinancings with Permitted Refinancing Indebtedness (to be defined) and (d) repurchases (and dividends to permit Target to make repurchases) of Senior Notes, 11% Subordinated Notes and 10% Subordinated Notes with the proceeds of Delayed Draw Term Loans); modifications of the 11% Subordinated Notes, the 10% Subordinated Notes and the Senior Notes of the Target (with an exception for modifications that are not in any manner materially adverse to the Lenders); capital expenditures (with an initial capital expenditure limit of $90,000,000 per fiscal year, capital expenditure limits to be increased by 20% of tangible assets acquired during a fiscal year (and by 5% of such assets for each subsequent year) and carry forward provisions to be agreed); transactions with affiliates; sale-leasebacks; changes in fiscal year; hedging arrangements for speculative purposes; clauses restricting subsidiary distributions; changes in lines of business; and amendments to the Transaction Agreement and the documents governing the Equity Contributions, in each case in any manner materially adverse to the Lenders.

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	The covenants limiting dividends and other payments in respect of capital stock and transactions with affiliates will also permit, among other things (i) transactions that are at prices and on terms and conditions that are not less favorable than could be obtained on an arm's-length basis from unrelated third parties, (ii) payment of financial advisory fees relating to acquisitions up to a percentage to be agreed, plus expenses, provided that, with respect to any such payment of financial advisory fees, no Event of Default has occurred and is continuing, (iii) repurchases of equity securities from employees, or dividends to Asahi to permit such repurchases, up to an amount to be agreed upon the death, disability, retirement or termination of such employees, (iv) amounts to Holdings and to Target (and, in an amount not to exceed $1,000,000 per year to Asahi) necessary to pay taxes, operating expenses, oversight expenses and other specified obligations to be agreed, (v) net payments up to $1,500,000 per fiscal year, up to $7,500,000 in the aggregate during the term of the Term Facilities, to Asahi and its affiliates to reimburse the allocated costs of services provided to Target and its subsidiaries, (vi) amounts to Target necessary to make payments on the 11% Subordinated Notes, the 10% Subordinated Notes and the Senior Notes, to the extent otherwise permitted hereunder and (vii) any management, service, purchase, lease, supply or similar agreement entered into in the ordinary course of business so long as senior management of the Borrower determine in good faith that any such agreement is at prices and on terms and conditions that are not less favorable than could be obtained on an arm's-length basis from unrelated third parties.
	The negative covenants will also permit, to the extent not consummated prior to the Closing Date, the dividend, distribution, sale, assignment or other transfer of any equity interests in TriMas Corporation held by the Borrower or any of its subsidiaries.
Events of Default:	Nonpayment of principal when due; nonpayment of interest, fees or other amounts after a grace period of three business days; material inaccuracy of a representation or warranty when made; violation of a covenant (subject, in the case of certain affirmative covenants, to a grace period of 30 days after notice); cross-default to material indebtedness of Holdings and its subsidiaries; bankruptcy events; certain ERISA events; material unsatisfied judgments; actual or asserted invalidity of any guarantee, security document or subordination provisions; changes in the passive holding company status of Holdings; and a change of control (the definition of which is to be agreed upon, provided that the definition shall be based upon ownership of Asahi by a party other than a permitted holder (with a threshold of 51%), Asahi ownership of the Target, the Target's ownership of Holdings and Holdings ownership of the Borrower and will include a change of control under any indenture of the Target).

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Non-Recourse Facilities:	The Lenders have not relied on the credit of Asahi or any of its affiliates (other than Holdings and its subsidiaries), and neither Asahi nor any such affiliate has provided, or is expected to provide, any guarantee or comfort letter to the Lenders. The obligations of Holdings and its subsidiaries under the Credit Facilities shall be non-recourse to Asahi in its capacity as a shareholder in Target, except that, for avoidance of doubt, such limitation shall not limit any rights of the Lenders to the extent any losses or damages are suffered by the Lenders as a result of any fraud, gross negligence or willful misconduct on the part of Asahi.
Voting:	Amendments and waivers with respect to the TL/LC Facility Documentation shall require the approval of Lenders holding more than 50% of the aggregate amount of the Term Loans and Synthetic L/C Facility, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of any amortization or final maturity of any Loan, (ii) reductions in the stated rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions of the expiry date of any Lender's commitment; and (b) the consent of 100% of the Lenders shall be required to (i) reduce of any of the voting percentages, (ii) release all or substantially all the collateral and (iii) release all or substantially all of the Guarantors.
	The TL/LC Facility Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding more than 50% of the aggregate amount of Term Loans and the Synthetic L/C Facility shall have consented thereto.
Assignments and Participations:	The Lenders shall be permitted to assign all or a portion of their Loans and commitments with the consent, not to be unreasonably withheld, of (a) the Borrower, unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund or (ii) a payment or bankruptcy event of default has occurred and is continuing and (b) the Administrative Agent, unless a Term Loan is being assigned to a Lender, an affiliate of a Lender or an approved fund. Non-pro rata assignments shall be permitted. In the case of partial assignments (other than to another Lender, an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $1,000,000 and increments of $1,000,000 in excess thereof, unless otherwise agreed by the Borrower and the Administrative Agent. The Administrative Agent shall receive a processing and recordation fee of $3,500 in connection with all assignments. The Lenders shall also be permitted to sell participations in their Loans. Participants shall have the same benefits as the selling Lenders with respect to yield protection and increased cost provisions subject to customary limitations (including that a participant shall not be entitled to any greater amount than the relevant Lender would have received if no participation had been sold). Voting rights of participants shall be limited to those matters set forth in clause (a) under "Voting" with respect to which the affirmative vote of the Lender from which it purchased its participation would be required. Pledges of Loans in accordance with applicable law shall be permitted without restriction.

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Yield Protection:	The TL/LC Facility Documentation shall contain customary provisions (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, tax, capital adequacy and other requirements of law and from the imposition of or changes in withholding or other taxes (subject in each case to a 90 day limit on claims and a right of the Borrower to replace any Lender making a claim) and (b) indemnifying the Lenders for "breakage costs" (excluding lost profits) incurred in connection with, among other things, any prepayment of a Eurodollar Loan (as defined in Annex I) on a day other than the last day of an interest period with respect thereto.
Expenses and Indemnification:	The Borrower shall pay (a) if the Closing Date occurs, all reasonable out-of-pocket expenses of the Agents and the Arrangers associated with the syndication of the Term Facilities and the Synthetic L/C Facility and the preparation, execution, delivery and administration of the TL/LC Facility Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of a single counsel (and appropriate local counsel) for the Agents and Arrangers), and (b) all reasonable out-of-pocket expenses of the Agents and the Lenders (including the reasonable fees, disbursements and other charges of a single counsel (and appropriate local counsel) for the Agents and Lenders, provided that additional counsel may be retained in the event of conflict or separate defenses) in connection with the enforcement of the TL/LC Facility Documentation.
	The Agents, the Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will be indemnified and held harmless against, any losses, claims, damages, liabilities and related reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof, except to the extent they are found by a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of the relevant indemnified person or any of its affiliates or its or their respective officers, directors, employees, advisors and agents. Indemnification obligations are limited to MergerCo and, on and after the Closing Date, the Borrower.
Governing Law and Forum:	State of New York.
Counsel to the Agents, the Arrangers and the Initial Lenders:	Simpson Thacher & Bartlett LLP.

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Annex I to Exhibit A

INTEREST AND CERTAIN FEES
Interest Rate Options:	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to (a) the ABR plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable Margin.
	As used herein:
	"ABR" means the higher of (i) the rate of interest publicly announced by JPMCB as its prime rate in effect at its principal office in New York City (the "Prime Rate") and (ii) the federal funds effective rate from time to time plus 0.5%.
	"Applicable Margin" means (a) 2.50% in the case of ABR Loans and (b) 3.50% in the case of Eurodollar Loans.
	"Eurodollar Rate" means the rate (adjusted for any statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period (as selected by the Borrower) equal to one, two, three or six months (or, if available to all relevant Lenders, nine or twelve months) appearing on Page 3750 of the Telerate screen.
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR ("ABR Loans"), quarterly in arrears.
	In the case of Loans bearing interest based upon the Eurodollar Rate ("Eurodollar Loans") on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
Delayed Draw Commitment Fee:	The Borrower shall pay a commitment fee on the average daily unused portion of the Delayed Draw Term Facility at the rate of 1.75% per annum, payable quarterly in arrears.
Fronting Fees:	A fronting fee equal to 0.25% per annum on the face amount of each Synthetic Letter of Credit shall be payable quarterly in arrears to the Synthetic Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Synthetic Issuing Lender for its own account.
Synthetic L/C Facility Fees:	The Deposit-Account Agent shall pay to the Synthetic Facility Lenders, quarterly in arrears, a rate per annum equal to the three-month Eurodollar Rate on the amount on deposit in the Credit-Linked Deposit Account, less 0.15% per annum, representing administrative cost of maintaining the Credit-Linked Deposit Account (the "Administrative Cost"). The Borrower shall pay to the Synthetic Facility Lenders, quarterly in arrears, a facility fee on the amount on deposit in the Credit-Linked Deposit Account equal to 3.50% plus the Administrative Cost. Such fees shall be distributed to the Synthetic Facility Lenders pro rata in accordance with the Funded Amount of each such Synthetic Facility Lender.

Default Rate:	At any time when the Borrower is in default in the payment of any amount of principal due under the Term Facilities or Synthetic L/C Facility, such overdue amount shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to the relevant ABR Loans.
Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate) for actual days elapsed.

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EXHIBIT B

PROJECT ALLOY
SENIOR SECURED REVOLVING FACILITY
Summary of Terms and Conditions

        Asahi Tec Corporation ("Asahi"), a corporation controlled by RHJ International SA (together with its affiliates, the "Sponsor"), intends to acquire (the "Transaction") all of the outstanding shares of Metaldyne Corporation (the "Target"), as previously described to the Lenders. In connection therewith: (a) Argon Acquisition Corp. (the "MergerCo"), a newly formed corporation controlled by Asahi, will enter into an agreement (the "Transaction Agreement") with the Target pursuant to which MergerCo will be merged with and into the Target with the Target surviving such merger; (b) Asahi will make cash equity contributions (the "Equity Contributions") to MergerCo in an amount equal to at least $200,000,000; (c) a new intermediate holding company ("NewCo") will be created which will be a wholly owned subsidiary of the Target and which will hold all equity interests in Metaldyne Company LLC; and (d) Metaldyne Company LLC will obtain senior secured credit facilities (the "Credit Facilities") comprised of (i) term loan facilities in the aggregate amount of $445,000,000 (the "Term Facilities"), (ii) a $60,000,000 synthetic letter of credit facility (the "Synthetic L/C Facility") and (iii) a $150,000,000 asset-based lending revolving credit facility (the "Revolving Facility"). Set forth below is a summary of the terms and conditions for the Revolving Facility.

1.	PARTIES
	Borrower:	Metaldyne Company LLC (the "Borrower"). Up to a U.S. dollar equivalent of $15,000,000 in the aggregate of the Revolving Facility will be available to certain foreign subsidiaries of the Borrower in euros and pounds sterling. The Administrative Agent shall have the right to require that one or more wholly owned domestic operating subsidiaries of the Borrower be designated as co-borrowers with the Borrower on a joint and several basis.
	Guarantors:	NewCo ("Holdings") and each of the Borrower's direct and indirect, existing and future, domestic subsidiaries (subject to exceptions that may be agreed upon with respect to immaterial subsidiaries and excluding MFRC, Inc.) (collectively, the "Guarantors"; the Borrower and the Guarantors, collectively, the "Loan Parties"), provided that borrowings by any foreign subsidiary of the Borrower will also be guaranteed by other foreign subsidiary borrowers and their subsidiaries and by the Borrower, except to the extent a guarantee thereby could reasonably be expected to result in adverse tax consequences, is prohibited or limited by law, including financial assistance rules, would conflict with the fiduciary duties of directors or could reasonably be expected to result in personal or criminal liability of any director or where the cost of complying with legal requirements to obtain such guarantee are, in the reasonable determination of the Administrative Agent (in consultation with the Borrower), excessive in relation to the value to be afforded thereby.
	Joint Lead Arrangers:	Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (in such capacity, each, an "Arranger" and collectively, the "Arrangers").

	Joint Bookrunners:	Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc.
	Administrative Agent and Collateral Agent:	Deutsche Bank Trust Company Americas ("DBTCA" and, in such capacity, the "Administrative Agent").
	Syndication Agent:	JPMorgan Chase Bank, N.A. ("JPMCB" and, in such capacity, the "Syndication Agent").
	Documentation Agent:	An affiliate of Citigroup (as defined in the Commitment Letter and, in such capacity, the "Documentation Agent" and, together with the Administrative Agent, the Collateral Agent and the Syndication Agent, the "Agents").
	Lenders:	A syndicate of banks, financial institutions and other entities, including DBTCA, JPMCB and Citigroup, arranged by the Arrangers and reasonably acceptable to the Borrower (collectively, the "Lenders").
2.	TYPES AND AMOUNTS OF REVOLVING FACILITY
A.	Revolving Facility
	Type and Amount:	A five year revolving facility (the "Revolving Facility"; the commitments thereunder, the "Revolving Commitments") in the amount of $150,000,000 (the loans thereunder, together with (unless the context otherwise requires) the Swingline Loans referred to below, the "Loans").
	Availability:	The Revolving Facility shall be available on a revolving basis during the period commencing on the Closing Date and ending on the fifth anniversary thereof (the "Revolving Termination Date").
		Availability under the Revolving Facility will be subject to the Borrowing Base referred to below. "Availability" means, at any time, an amount equal to (i) the lesser of the Revolving Commitments and the Borrowing Base minus (ii) the sum of the aggregate outstanding amount of borrowings under the Revolving Facility plus the drawn and undrawn amount of outstanding Letters of Credit issued for the account of the Borrower.
	Maturity:	The Revolving Termination Date.

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Letters of Credit:	A portion of the Revolving Facility not in excess of an amount to be agreed upon shall be available for the issuance of letters of credit (the "Letters of Credit") by DBTCA (in such capacity, the "Issuing Lender"). No Letter of Credit shall, without the consent of the Issuing Lender, have an expiration date after the earlier of (a) one year after the date of issuance and (b) unless cash collateralized (in a manner reasonably satisfactory to the Issuing Lender and in an amount equal to 102% of the undrawn face amount) prior to the date five business days prior to the Revolving Termination Date, five business days prior to the Revolving Termination Date, provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above).
	Drawings under any Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Revolving Loans) within one business day of such drawing. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Revolving Facility shall be irrevocably and unconditionally obligated to fund participations in the reimbursement obligations on a pro rata basis.
Swingline Loans:	A portion of the Revolving Facility not in excess of $50,000,000 shall be available for swingline loans (the "Swingline Loans") from DBTCA on same-day notice (it being understood that, to the extent the Swingline Loans outstanding at any time exceed $25,000,000, DBTCA shall settle the portion of the Swingline Loans that is in excess of $25,000,000 with the other Lenders within 24 hours). Any Swingline Loans will reduce availability under the Revolving Facility on a dollar-for-dollar basis. Each Lender under the Revolving Facility shall be unconditionally and irrevocably required to purchase, under certain circumstances, a pro rata participation in each Swingline Loan.
Borrowing Base:	The "Borrowing Base" will equal (A) the sum of 85% of Borrower's eligible accounts receivable, plus the lesser of (i) 65% of Borrower's eligible inventory (valued at the lower of cost (FIFO) or market), including eligible inventory being purchased under trade letters of credit issued under the Revolving Facility and (ii) the product of 85% multiplied by the net orderly liquidation value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Borrower's eligible inventory (valued at the lower of cost (FIFO) or market) minus (B) customary and appropriate reserves established by the Administrative Agent in its Permitted Discretion. "Permitted Discretion" shall mean a determination made by the Administrative Agent in good faith and in the exercise of its commercially reasonable discretion based upon, but not limited to, the results of field examinations and audits to be performed by the Administrative Agent and third party appraisals of the inventory.

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	Eligibility:	The definition of eligible accounts receivable and eligible inventory will be determined by the Administrative Agent in its Permitted Discretion.
	Purpose:	The proceeds of the Revolving Loans shall be used to (a) finance a portion of the Transaction, (b) refinance a portion of the outstanding indebtedness of the Target, (c) pay related fees and expenses incurred in connection with the Transaction and (d) finance the working capital needs and general corporate purposes of the Borrower and its subsidiaries.
B.	Incremental Facility:	The Borrower will be permitted to increase the commitments under the Revolving Facility (any such increase, an "Incremental Facility") from time to time in an aggregate amount not to exceed $75,000,000 with commitments from financial institutions reasonably acceptable to the Administrative Agent, provided that (i) no Lender will be required to participate in any such Incremental Facility, (i) no default or event of default shall be in existence after giving pro forma effect thereto, and (ii) the terms of any Incremental Facility shall be the same as the Revolving Facility. Any such increase will be effected in accordance with procedures reasonably satisfactory to the Administrative Agent, including, without limitation, procedures to ensure that the exposure is held ratably by all Lenders after giving effect to such increase. The proceeds of any Incremental Facility shall be used to finance the working capital needs and general corporate purposes of the Borrower and its subsidiaries.
3.	CERTAIN PAYMENT PROVISIONS
	Fees and Interest Rates:	As set forth on Annex I.
	Optional Prepayments and Commitment Reductions:	Loans may be prepaid and commitments may be reduced by the Borrower in minimum amounts to be agreed upon, without premium or penalty (except, in the case of Eurodollar borrowings, breakage costs (excluding lost profits) related to prepayments not made on the last day of the relevant interest period). Optional prepayments shall be applied as directed by the Borrower.
	Mandatory Prepayments:	The Loans shall be prepaid and the Letters of Credit shall be cash collateralized or replaced to the extent such extensions of credit exceed Availability under the Revolving Facility, without premium or penalty (except, in the case of Eurodollar borrowings, breakage costs (excluding lost profits) related to prepayments not made on the last day of the relevant interest period).

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4.	COLLATERAL	The obligations of each Loan Party in respect of the Revolving Facility, any swap agreements provided by any Lender or any affiliate of a Lender (unless, with respect to any swap agreement with a Lender or any affiliate thereof, the Borrower and such Lender or affiliate mutually agree that such swap agreement will not be so secured), and any obligations in respect of overdrafts and related liabilities owed to a Lender (or any affiliate of a Lender) arising from treasury, depository or other cash management services shall be secured by (a) a first priority (subject to exceptions to be agreed) perfected security interest in all of the accounts receivable, inventory and deposit accounts of Holdings, the Borrower and its wholly owned Loan Parties, together with the proceeds thereof and certain related assets (collectively, the "Revolver Collateral") and (b) a second priority (subject to exceptions to be agreed) perfected security interest in the collateral securing from time to time the Term Facilities and the Synthetic L/C Facility on a first lien basis (the "Term Collateral"). The Collateral will include the assets of any foreign subsidiary and its subsidiaries in respect of any borrowings by such foreign subsidiary, except for those assets as to which the Administrative Agent shall determine (in consultation with the Borrower) in its reasonable discretion that the costs of obtaining a security interest therein are excessive in relation to the value of the security to be afforded thereby and except to the extent granting of such security could reasonably be expected to result in adverse tax consequences, is prohibited or limited by law, including financial assistance rules, would conflict with the fiduciary duties of directors or could reasonably be expected to result in personal or criminal liability of any director. The relative rights of the Lenders and the lenders under the Term Facilities and the Synthetic L/C Facility shall be set forth in an intercreditor agreement to be agreed.
	Intercreditor Arrangements with Bondholders:	The holders (the "Senior Bondholders") of the 10% Senior Notes due 2013 (the "Senior Notes") will obtain a third priority perfected security interest in the Term Collateral and in the Revolver Collateral, and the holders of the 11% Subordinated Notes of the Target due 2012 (the "11% Subordinated Notes") and the holders of the 10% Senior Subordinated Notes of the Target due 2014 (the "10% Subordinated Notes") (collectively, the "Subordinated Bondholders", together with the Senior Bondholders, the "Bondholders") will obtain a fourth priority perfected security interest in the Term Collateral and in the Revolver Collateral. The relative rights of the lenders under the Credit Facilities and the Bondholders shall be set forth in an intercreditor agreement which shall have terms and conditions consistent with Annex II (with such changes as are necessary to implement the banks' position set forth in the Intercreditor Agreement Issues List dated as of November 27, 2006) hereto or otherwise reasonable satisfactory to the Arrangers.

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5.	CERTAIN CONDITIONS
	Initial Conditions:	The availability of the Revolving Facility shall be conditioned upon the satisfaction (or waiver by the Agents) of the conditions set forth in Exhibit C (the date upon which all such conditions precedent shall be satisfied or waived and the Transaction is consummated, the "Closing Date").
	On-Going Conditions:	The making of each extension of credit shall be conditioned upon (a) the accuracy in all material respects of all representations and warranties in the documentation (the "Revolving Facility Documentation") with respect to the Revolving Facility (including, without limitation, the material adverse change and litigation representations), provided that for purposes of extensions of credit on the Closing Date, the material adverse change representation shall be consistent with the no "material adverse change" condition set forth in the Commitment Letter, (b) the absence of any continuing default or event of default at the time of, or after giving effect to the making of, such extension of credit and (c) after giving effect to the extensions of credit request, the total extensions of credit under the Revolving Facility shall not exceed the lesser of the Revolving Commitment or the Borrowing Base then in effect. Except as provided above, as used herein and in the Revolving Facility Documentation, a "material adverse change" shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect since the Closing Date on (a) the business, results of operations, property or financial condition of the Borrower and its subsidiaries taken as a whole or (b) the validity or enforceability of any of the Revolving Facility Documentation or the rights and remedies of the Administrative Agent and the Lenders thereunder.
6.	CERTAIN DOCUMENTATION MATTERS
		The Revolving Facility Documentation shall contain the following representations, warranties, covenants and events of default (in each case, except where noted, applicable to Holdings and its subsidiaries) customary for financings of this type (including materiality concepts and basket and other exceptions as may be agreed upon) and reasonably acceptable to the Borrower and the Arrangers:
	Representations and Warranties:	Financial statements (including pro forma financial statements and projections delivered in connection with the Transaction); absence of material undisclosed liabilities; no material adverse change; corporate existence; compliance with all applicable material laws; corporate power and authority; enforceability of Revolving Facility Documentation; no conflict with material laws or material contractual obligations; no material litigation; no material defaults; ownership of material property; intellectual property; taxes; Federal Reserve regulations; labor matters; ERISA; Investment Company Act and other regulations; subsidiaries; use of proceeds; environmental matters; accuracy of disclosure taken as a whole; creation and perfection of security interests; solvency of Holdings and its subsidiaries on a consolidated basis on and immediately after the Closing Date; status of Revolving Facility as senior debt under the Target's indentures; Regulation H; and delivery of Transaction Agreement.

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Affirmative Covenants:

Delivery of financial statements, SEC reports (or, if there are none, MD&A reporting on a quarterly basis), annual budgets, officers' certificates and other information reasonably requested by the Administrative Agent (on behalf of itself or any Lender); payment of taxes and other obligations (excluding indebtedness), monthly collateral reporting (including agings and inventory reports) and monthly Borrowing Base Certificates, in form and substance reasonably satisfactory to the Administrative Agent, and other supporting information reasonably requested by the Administrative Agent (on behalf of itself or any Lender) (with more frequent reporting intervals to be agreed in the event Availability falls below a threshold to be agreed or if an event of default shall have occurred and be continuing); continuation of business and maintenance of existence and material rights and privileges; compliance with material laws and material contractual obligations (excluding indebtedness); maintenance of material property and customary insurance; maintenance of books and records; right of the Administrative Agent (or Lenders upon an Event of Default) to inspect property and books and records (including the delivery of periodic field examinations and inventory appraisals as described below); notices of known defaults, material litigation and other material events; compliance with environmental laws; further assurances (including, without limitation, with respect to security interests in after-acquired property); and agreement to obtain within 120 days following the Closing Date (or such longer period as may be reasonably acceptable to the Administrative Agent), and to maintain for a minimum of three years thereafter, interest rate protection on terms reasonably satisfactory to the Administrative Agent that results in at least 35% of the aggregate principal amount of the Borrower's indebtedness being effectively subject to a fixed rate or a maximum interest rate.

Financial Covenant:

So long as extensions of credit or commitments under the Revolving Facility are outstanding, if Availability is below $40,000,000 at any time during any fiscal quarter, the Borrower shall comply with a fixed charge coverage ratio to be agreed for the four fiscal quarter period then most recently ended. For purposes of determining compliance with the financial covenant, if Holdings makes equity contributions to the Borrower (which investment, to the extent not consisting of common equity, shall be on terms and conditions reasonably acceptable to the Lenders) during the last fiscal quarter in the four fiscal quarter period to be tested or thereafter but on or prior to the date that is the later of (i) 10 days after the date financial statements are required to be delivered for the fiscal period ending on the last day of such fiscal quarter and (ii) 10 days after the date on which Availability is first below $40,000,000 following such fiscal quarter, such equity contributions will, at the request of the Borrower, be included in the calculation of consolidated EBITDA for the purposes of determining compliance with the financial covenant at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of consolidated EBITDA, a "Specified Equity Contribution"); provided, that (a) in each four-fiscal-quarter period, there shall be at least two consecutive fiscal quarters in which no Specified Equity Contribution may be made to the Borrower and (b) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenant.

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Negative Covenants:
Limitations on: indebtedness (including guarantee obligations); liens (with exceptions permitting the liens on the Collateral securing the obligations under the Term Facilities and the Synthetic L/C Facility and the liens on the Collateral in favor of the Bondholders, in each case subject to the intercreditor arrangements set forth above); mergers, consolidations, liquidations and dissolutions; sales of assets; dividends and other payments in respect of capital stock (with permitted exceptions to be agreed, including those set forth below); acquisitions, investments, loans and advances (other than acquisitions, investments, loans and advances from the proceeds of equity issuances and contributions by Holdings not required to be used to prepay the Term Facilities and excess cash flow not required to be used to prepay the Term Facilities, provided that the Borrower is in pro forma compliance with its financial covenants and Availability under the Revolving Facility is in excess of $60,000,000, and with other permitted exceptions to be agreed); payments of the 11% Subordinated Notes, the 10% Subordinated Notes, the Senior Notes of the Target or any other material debt instrument (which provision shall not restrict any payments under any Credit Facility and shall include exceptions to be agreed upon, including for (a) payments (including dividends to permit Target to make payments) from the proceeds of equity issuances and contributions by Holdings not required to be used to prepay the Term Facilities and excess cash flow not required to be used to prepay the Term Facilities, provided that the Borrower is in pro forma compliance with its financial covenants and Availability under the Revolving Facility is in excess of $60,000,000, (b) subject to the subordination provisions, if any, in the applicable indentures, scheduled payments of interest (and dividends to permit Target to make scheduled payments of interest) with respect to such indebtedness, (c) refinancings with Permitted Refinancing Indebtedness (to be defined) and (d) repurchases (and dividends to permit Target to make repurchases) of Senior Notes, 11% Subordinated Notes and 10% Subordinated Notes with the proceeds of Delayed Draw Term Loans); modifications of the 11% Subordinated Notes, the 10% Subordinated Notes and the Senior Notes of the Target (with an exception for modifications that are not in any manner materially adverse to the Lenders); capital expenditures (with an initial capital expenditure limit of $90,000,000 per fiscal year, capital expenditure limits to be increased by 20% of tangible assets acquired during a fiscal year (and by 5% of such assets for each subsequent year) and carry forward provisions to be agreed); transactions with affiliates; sale-leasebacks; changes in fiscal year; hedging arrangements for speculative purposes; clauses restricting subsidiary distributions; changes in lines of business; and amendments to the Transaction Agreement and the documents governing the Equity Contributions, in each case in any manner materially adverse to the Lenders.

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The covenants limiting dividends and other payments in respect of capital stock and transactions with affiliates will also permit, among other things (i) transactions that are at prices and on terms and conditions that are not less favorable than could be obtained on an arm's-length basis from unrelated third parties, (ii) payment of financial advisory fees relating to acquisitions up to a percentage to be agreed, plus expenses, provided that, with respect to any such payment of financial advisory fees, no Event of Default has occurred and is continuing, (iii) repurchases of equity securities from employees, or dividends to Asahi to permit such repurchases, up to an amount to be agreed upon the death, disability, retirement or termination of such employees, (iv) amounts to Holdings and to Target (and, in an amount not to exceed $1,000,000 per year, to Asahi) necessary to pay taxes, operating expenses, oversight expenses and other specified obligations to be agreed, (v) net payments up to $1,500,000 per fiscal year, up to $7,500,000 in the aggregate during the term of the Revolving Facility, to Asahi and its affiliates to reimburse the allocated costs of services provided to Target and its subsidiaries, (vi) amounts to Target necessary to make payments on the 11% Subordinated Notes, the 10% Subordinated Notes and the Senior Notes, to extent the otherwise permitted hereunder and (vii) any management, service, purchase, lease, supply or similar agreement entered into in the ordinary course of business so long as senior management of the Borrower determine in good faith that any such agreement is at prices and on terms and conditions that are not less favorable than could be obtained on an arm's-length basis from unrelated third parties. The negative covenants will also permit, to the extent not consummated prior to the Closing Date, the dividend, distribution, sale, assignment or other transfer of any equity interests in TriMas Corporation held by the Borrower or any of its subsidiaries.

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Cash Dominion:

Within 90 days following the Closing Date (or such longer period as may be reasonably acceptable to the Administrative Agent), (a) the Borrower will maintain a main concentration account with the Administrative Agent or one of its affiliates and shall, and shall cause each of its domestic subsidiaries to, maintain, subject to certain exceptions to be agreed, deposit accounts into which all proceeds of Revolver Collateral are paid with one or more banks reasonably acceptable to the Administrative Agent who have accepted the assignment of such account to the Administrative Agent for the benefit of the Lenders (and, as collateral for any borrowings by a foreign subsidiary, the Borrower shall cause such foreign subsidiary and the other foreign subsidiaries which are Guarantors to maintain, subject to certain exceptions to be agreed, such deposit accounts) and (b) the Borrower shall obtain blocked account, lockbox and/or deposit account control agreements reasonably acceptable to the Administrative Agent over such accounts at depository institutions other than the Administrative Agent. In the event that Availability is below $20,000,000 or an event of default occurs, funds deposited into any depository account will be swept on a daily basis into a blocked account with the Administrative Agent and used to reduce amounts owing under the Revolving Facility; provided that such requirement will cease to apply (unless subsequently triggered again) if Availability is greater than $25,000,000 for 60 consecutive days (or, in the case of the first time such requirement ceases to apply, 30 days) or such event of default shall have been cured or waived.

Events of Default:

Nonpayment of principal when due; nonpayment of interest, fees or other amounts after a grace period of three business days; material inaccuracy of a representation or warranty when made; violation of a covenant (subject, in the case of certain affirmative covenants, to a grace period of 30 days after notice); cross-default to material indebtedness of Holdings and its subsidiaries; bankruptcy events; certain ERISA events; material unsatisfied judgments; actual or asserted invalidity of any guarantee, security document or subordination provisions; changes in the passive holding company status of Holdings; and a change of control (the definition of which is to be agreed upon, provided that the definition shall be based upon ownership of Asahi by a party other than a permitted holder (with a threshold of 51%), Asahi ownership of the Target, the Target's ownership of Holdings and Holdings ownership of the Borrower and will include a change of control under any indenture of the Target).

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Non-Recourse Facilities:	The Lenders have not relied on the credit of Asahi or any of its affiliates (other than Holdings and its subsidiaries), and neither Asahi nor any such affiliate has provided, or is expected to provide, any guarantee or comfort letter to the Lenders. The obligations of Holdings and its subsidiaries under the Credit Facilities shall be non-recourse to Asahi in its capacity as a shareholder in Target, except that, for avoidance of doubt, such limitation shall not limit any rights of the Lenders to the extent any losses or damages are suffered by the Lenders as a result of any fraud, gross negligence or willful misconduct on the part of Asahi.
Voting:	Amendments and waivers with respect to the Revolving Facility Documentation shall require the approval of Lenders holding more than 50% of the aggregate amount of the Revolving Commitments, except that (a) the consent of each Lender directly affected thereby shall be required with respect to (i) extensions of the final maturity of any Loan, (ii) reductions in the stated rate of interest or any fee or extensions of any due date thereof and (iii) increases in the amount or extensions of the expiry date of any Lender's commitment; (b) the consent of 100% of the Lenders shall be required to (i) reduce of any of the voting percentages, (ii) release all or substantially all the collateral and (iii) release all or substantially all of the Guarantors and (c) the consent of Lenders holding more than 662/3% of the aggregate amount of the Revolving Commitments shall be required for any amendments or waivers relating to the Borrowing Base or any provisions (including advance rates) relating to Availability (or any changes to the definitions relating to any of the foregoing), in each case that have the effect of increasing Availability (excluding changes by the Administrative Agent in its Permitted Discretion).
	The Revolving Facility Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding at more than 50% of the aggregate amount of Revolving Commitments shall have consented thereto.
Assignments and Participations:	The Lenders shall be permitted to assign all or a portion of their Loans and commitments with the consent, not to be unreasonably withheld, of (a) the Borrower, unless (i) the assignee is a Lender, an affiliate of a Lender or an approved fund or (ii) a payment or bankruptcy event of default has occurred and is continuing and (b) the Administrative Agent. In the case of partial assignments (other than to another Lender, an affiliate of a Lender or an approved fund), the minimum assignment amount shall be $5,000,000 and increments of $1,000,000 in excess thereof, unless otherwise agreed by the Borrower and the Administrative Agent. The Administrative Agent shall receive a processing and recordation fee of $3,500 in connection with all assignments. The Lenders shall also be permitted to sell participations in their Loans. Participants shall have the same benefits as the selling Lenders with respect to yield protection and increased cost provisions subject to customary limitations (including that a participant shall not be entitled to any greater amount than the relevant Lender would have received if no participation had been sold). Voting rights of participants shall be limited to those matters set forth in clause (a) under "Voting" with respect to which the affirmative vote of the Lender from which it purchased its participation would be required. Pledges of Loans in accordance with applicable law shall be permitted without restriction.

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Field Examinations:	Field examinations will be conducted on an annual basis at the discretion of the Administrative Agent to ensure the adequacy of Borrowing Base Collateral and related reporting and control systems, provided that more frequent field examinations as may be agreed shall be permitted if an event of default shall have occurred and be continuing or if Availability is less than $40,000,000.
Appraisals:	Inventory appraisals will be conducted on an annual basis at the discretion of the Administrative Agent, provided that (a) more frequent appraisals as may be agreed shall be permitted if an event of default shall have occurred and be continuing and (b) one additional appraisal per year shall be permitted if Availability is less than $40,000,000.
Yield Protection:	The Revolving Facility Documentation shall contain customary provisions (a) protecting the Lenders against increased costs or loss of yield resulting from changes in reserve, tax, capital adequacy and other requirements of law and from the imposition of or changes in withholding or other taxes (subject in each case to a 90 day limit on claims and a right of the Borrower to replace any Lender making a claim) and (b) indemnifying the Lenders for "breakage costs" (excluding lost profits) incurred in connection with, among other things, any prepayment of a Eurodollar Loan (as defined in Annex I) on a day other than the last day of an interest period with respect thereto.
Expenses and Indemnification:	The Borrower shall pay (a) if the Closing Date occurs, all reasonable out-of-pocket expenses of the Agents and the Arrangers associated with the syndication of the Revolving Facility and the preparation, execution, delivery and administration of the Revolving Facility Documentation and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of a single counsel (and appropriate local counsel) for the Agents and Arrangers), (b) all reasonable out-of-pocket expenses of the Agents and the Lenders (including the reasonable fees, disbursements and other charges of a single counsel (and appropriate local counsel) for the Agents and Lenders, provided that additional counsel may be retained in the event of conflict or separate defenses) in connection with the enforcement of the Revolving Facility Documentation and (c) reasonable fees and expenses associated with Collateral monitoring, Collateral reviews and appraisals (including reasonable field examination fees, plus reasonable out-of-pocket expenses) and reasonable fees and expenses of other advisors and professionals engaged by the Agents or the Arrangers if the Closing Date occurs, provided that, notwithstanding the foregoing, the Borrower shall reimburse the Agents and the Arrangers promptly upon termination of the Commitment Letter in accordance with its terms for all reasonable fees and expenses of FTI Consulting, Inc. and Hilco Appraisal Services, LLC with respect to field examinations, audits and appraisals performed by such parties in respect of the Revolving Facility, in each case whether or not the Transaction is consummated or definitive credit documentation is executed.

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	The Agents, the Arrangers and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) will be indemnified and held harmless against, any losses, claims, damages, liabilities and related reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) incurred in respect of the financing contemplated hereby or the use or the proposed use of proceeds thereof, except to the extent they are found by a final, non-appealable judgment of a court to arise from the gross negligence or willful misconduct of the relevant indemnified person or any of its affiliates or its or their respective officers, directors, employees, advisors and agents. Indemnification obligations are limited to MergerCo and, on and after the Closing Date, the Borrower.
Governing Law and Forum:	State of New York.
Counsel to the Agents, the Arrangers and the Initial Lenders:	Simpson Thacher & Bartlett LLP.

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Annex I to Exhibit B

INTEREST AND CERTAIN FEES

Interest Rate Options:	The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to (a) the ABR plus the Applicable Margin or (b) the Eurodollar Rate plus the Applicable Margin; provided, that all Swingline Loans shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.
	As used herein:
	"ABR" means the higher of (i) the rate of interest publicly announced by DBTCA as its prime rate in effect at its principal office in New York City (the "Prime Rate") and (ii) the federal funds effective rate from time to time plus 0.5%.
	"Applicable Margin" means (a) 1.00% in the case of ABR Loans and (b) 2.00% in the case of Eurodollar Loans. The foregoing margins shall be subject to change based on a leverage or utilization based pricing grid to be agreed.
	"Eurodollar Rate" means the rate (adjusted for any statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period (as selected by the Borrower) equal to one, two, three or six months (or, if available to all relevant Lenders, nine or twelve months) appearing on Page 3750 of the Telerate screen.
Interest Payment Dates:	In the case of Loans bearing interest based upon the ABR ("ABR Loans"), quarterly in arrears. In the case of Loans bearing interest based upon the Eurodollar Rate ("Eurodollar Loans") on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.
Commitment Fees:	The Borrower shall pay a commitment fee calculated at a rate per annum between 0.25% and 0.50% in accordance with a usage based pricing grid to be agreed on the average daily unused portion of the Revolving Facility, payable quarterly in arrears. Swingline Loans shall, for purposes of the commitment fee calculations only, not be deemed to be a utilization of the Revolving Facility.
Letter of Credit Fees:	The Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of each such Letter of Credit. Such fee shall be shared ratably among the Lenders participating in the Revolving Facility and shall be payable quarterly in arrears.
	A fronting fee equal to 0.25% per annum on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

Default Rate:	At any time when the Borrower is in default in the payment of any amount of principal due under the Revolving Facility, such overdue amount shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to the relevant ABR Loans.
Rate and Fee Basis:	All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest rate payable on which is then based on the Prime Rate) for actual days elapsed.

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Annex II to Exhibits A and B

INTERCREDITOR ARRANGEMENTS WITH BONDHOLDERS

TERMS AND CONDITIONS

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS OF INTERCREDITOR AGREEMENT

The security interests of the Bondholders (the “Second Priority Liens”)(1) will be subordinated to the security interests of the lenders under the First Lien Credit Facilities (the “First Priority Liens)(2) pursuant to an Intercreditor Agreement.  For simplification of presentation, the junior liens of the Bondholders are referred to herein as “Second” priority when in fact such liens may rank third or lower in priority. Set forth below is a summary of the anticipated principal terms of the Intercreditor Agreement.

Priority andSubordination: The liens securing the obligations owed to the Bondholders under the respective indentures and related notes (“Second Lien Obligations”) shall be junior and subordinated in all respects to the liens securing the obligations under the First Lien Credit Facilities (“First Lien Obligations”).

The lenders under the First Lien Credit Facilities (the “First Priority Lienholders”) will have a block on the ability of the holders of the Second Priority Liens (the “Second Priority Lienholders”) to exercise lien-related remedies, subject to the provisions below.

The Collateral securing the Second Lien Obligations will be identical to the Collateral securing the First Lien Obligations.(3) Any additional collateral

(1)The Bonds consist of $150 million of senior unsecured notes due 2013 (the “Senior Notes”), $250 million of senior subordinated notes due 2012 (the “2012 Subordinated Notes”) and $31.7 million of senior subordinated notes due 2014 (the “2014 Subordinated Notes”; together with the 2012 Subordinated Notes, the “Subordinated Notes”). For purposes of this Summary of Principal Terms and Conditions, the Second Priority Liens are described as one single class, it being understood that the Intercreditor Agreement will provide that the security interest of the holders of the Subordinated Notes (the “Subordinated Bondholders”) are further subordinated to the security interest of the holders of the Senior Notes (the “Senior Bondholders”) on the same terms as the Second Priority Liens are subordinated to the First Priority Liens. The Senior Bondholders will appoint a collateral agent (the “Senior Bondholders Collateral Agent”), and the Subordinated Bondholders will appoint a single collateral agent (the “Subordinated Bondholders Collateral Agent”; together with the Senior Bondholders Collateral Agent, the “Second Lien Collateral Agent”).

(2)The First Lien Credit Facilities initially consist of a $150 million ABL facility, a $60 million synthetic letter of credit facility and a $445 million term loan facility. The collateral security for the First Lien Credit Facilities initially will include separate first lien/second lien arrangements with respect to portions of the Collateral. A single collateral agent (the “First Lien Collateral Agent”) will be appointed for the First Priority Lienholders.

(3)           The Collateral securing the Second Lien Obligations includes a pledge of Newco’s capital stock that will not be part of the Collateral securing the First Lien Obligations. Furthermore, the Collateral securing the Second Lien Obligations may be subject to an exception for the pledge of stock or other securities of any subsidiary (other than Newco and Metaldyne Company LLC) if the same would require the delivery of separate financial statements under Rule 3-16 of Regulation S-X.

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shall benefit the First Lien and Second Lien Obligations in accordance with their lien priorities. Any waivers, amendments or consents with respect to any provision of the collateral documents securing the First Lien Obligations shall be deemed to automatically apply to any applicable provisions of the collateral documents securing the Second Lien Obligations; provided no such waiver, amendment or consent shall (i) remove or release assets securing the Second Lien Obligations, except to the extent that there is a corresponding release of the liens securing the First Lien Obligations and (ii) be prejudicial to the interests of the holders of Second Lien Obligations to a materially greater extent than the holders of First Lien Obligations.

The First Priority Liens and the Second Priority Liens will be created under separate collateral documents; provided that the collateral documents for the Second Priority Lienholders will be identical in all material respects to the collateral documents for the First Priority Lienholders.

The subordination provisions for the Second Priority Liens will apply notwithstanding, among other things, any defect or deficiency in the creation, attachment or perfection of any First Priority Lien.

The Second Priority Lienholders will agree not to seek to make any Second Priority Lien pari passu with, or to obtain any preference or priority over, any First Priority Lien.

The Second Priority Lienholders will agree not to interfere with the exercise of remedies by the First Priority Lienholders, subject to any such exercise being in accordance with the Intercreditor Agreement.

The Second Priority Lienholders will not object to the amount, validity, priority or enforceability of the First Priority Lienholders’ claims or liens.

If any First Lien Obligations shall be paid and such payment or any part thereof is required to be returned or repaid, the subordination terms shall be reinstated with respect thereto until again fully paid in cash.

First Lien Obligations will include swap obligations and cash management obligations owed to any person (and its affiliates) which was a lender under the First Lien Obligations when such swap or cash management obligations are entered into.

The Second Lien Obligations will not be subordinated in right of payment to the First Lien Obligations solely by virtue of the Intercreditor Agreement (it being acknowledged that certain of the Second Lien Obligations are so subordinated), and the Second Priority Lienholders will be permitted, during the continuance of an event of default with respect to the Second Lien Obligations

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and subject to the terms of the Intercreditor Agreement, to exercise the rights of unsecured creditors and to retain any amounts obtained in respect of such obligations, except to the extent such amounts constitute Collateral for the First Lien Obligations or proceeds of such Collateral which shall be segregated, held in trust and turned over to the First Priority Lienholders.

Exercise of Remedies;Standstill:

The Second Priority Lienholders will be prohibited from foreclosing on or taking any other enforcement action or exercising any other right or remedy (including setoff) and shall not institute any action or proceeding with regards to the foregoing with respect to the Collateral while First Lien Obligations are outstanding, except: •for such actions as they deem necessary to continue the perfection of Second Priority Liens and to preserve Second Priority Liens, and •the Second Priority Lienholders may take enforcement action if an event of default with respect to Second Lien Obligations has occurred and is continuing and the Second Lien Collateral Agent has notified the First Lien Collateral Agent of its intention to exercise rights and remedies in respect of the Second Lien Obligations and the First Priority Lienholders have not commenced any enforcement action within 180 days of receipt of such notice (unless enforcement action would violate bankruptcy stay provisions); provided, however, that (i) the Second Lien Collateral Agent and Second Priority Lienholders may not exercise rights or remedies with respect to Collateral if, notwithstanding the expiration of such standstill period, the First Lien Collateral Agent has commenced and is diligently pursuing the exercise of its rights or remedies with respect to such Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent) or if an insolvency proceeding in respect of any Loan Party has been commenced and the First Priority Lienholders are stayed from proceeding against Collateral and (ii) in no event shall such exercise on behalf of the Second Priority Lienholders affect the priority and other rights of the First Lien Collateral Agent set forth in the Intercreditor Agreement. So long as any of the First Lien Obligations are outstanding, any proceeds of Collateral received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies, or the value allocable to the Collateral, shall be applied by the First Lien Collateral Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents. Upon the discharge of the First Lien Obligations (other than unasserted contingent obligations), the First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent all remaining Collateral and proceeds of Collateral held by it to be applied by the Second Lien Collateral Agent to the Second Lien Obligations in such order as specified in the Second Lien Loan Documents. The Second Priority Lienholders will not take or receive any Collateral or proceeds of Collateral and will agree to pay over to the First Priority Lienholders any Collateral or any proceeds of any Collateral that they may receive.

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Restrictions on Amendments:	The agreements governing the Second Lien Obligations will not be permitted to be amended in a manner adverse to the First Priority Lienholders. The First Lien Obligations and the Second Lien Obligations may be amended, increased, extended, renewed, replaced or refinanced, with the increased, extended, renewed, replaced or refinanced obligations being entitled to the same benefits and subject to the same limitations provided for in the Intercreditor Agreement, in each case subject to the covenants in the documentation for the Second Lien Obligations and the documentation for the First Lien Obligations.
Release of Collateral:	In the event that the First Priority Lienholders release (a) a lien on all or any portion of the Collateral or (b) any Loan Party from obligations under the First Lien Credit Documentation (including the guaranties of the First Lien Obligations), in either case in connection with (i) the enforcement of the First Priority Lienholders’ rights and remedies in respect of the Collateral or (ii) any sale or other disposition of any Collateral in any bankruptcy proceeding or as permitted under the First Lien Credit Documentation, the comparable lien or obligation in respect of the Second Lien Obligations in any such Collateral shall be automatically released; provided that the proceeds from such Collateral shall be applied in accordance with the First Lien Documentation (as defined below) and the Second Lien Documentation (as defined below).
Bankruptcy:	Until the First Lien Obligations have been indefeasibly paid in full in cash and all commitments under the First Lien Credit Facilities have been terminated, the Second Priority Lienholders will agree, in connection with any bankruptcy proceeding, whether voluntary or involuntary: •not to seek relief from the automatic stay in respect of the Collateral or any lien thereon; •except as provided in the last point below, not to seek adequate protection without the consent of the First Priority Lienholders; •not to oppose or object to adequate protection sought by or granted to any First Priority Lienholder including, without limitation, in connection with the use of cash collateral or post-petition financing; •to consent to and not oppose the use of cash collateral if the use of such cash collateral is consented to or not objected to by holders of the First Lien Obligations or the First Lien Collateral Agent; •except as provided in the last point below, to consent to and not oppose any DIP financing by the First Priority Lienholders or others, including on a priming basis, that is consented to or not objected to by holders of the First Lien Obligations or the First Lien Collateral Agent; •not to object to asset sales in any bankruptcy proceeding, including under Section 363 of the Bankruptcy Code, supported by the First Priority Lienholders; •that the First Priority Lienholders and the Second Priority Lienholders shall vote as separate classes on any plan of reorganization; •that the Intercreditor Agreement shall remain in full force and

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	effect; and •if the First Priority Lienholders are granted adequate protection consisting of additional collateral (with replacement liens on such additional collateral) and super-priority claims in connection with any DIP financing or use of cash collateral, then in connection with any such DIP financing or use of cash collateral, the Second Priority Lienholders may seek or accept adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the liens securing the First Lien Obligations and such DIP financing on the same basis as the other liens securing the Second Lien Obligations are so subordinated to the First Lien Obligations, and (y) super-priority claims junior in all respects to the super-priority claims granted to the First Priority Lienholders, provided that any such claims need not be satisfied solely in cash.
Purchase Right:	In the event that payment of the First Lien Obligations is accelerated, the Second Priority Lienholders will have the option for a period of time not to exceed 20 days to purchase all of the First Lien Obligations then outstanding and unpaid (including, without limitation, any prepayment fees, if any, then due) in cash, without warranty, representation or recourse to the First Priority Lienholders, at par; provided that the Second Priority Lienholders shall also replace or cash collateralize any outstanding letters of credit in an amount equal to at least 105% of the aggregate stated amount thereof.
Second Lien Documentation:	In the event of any inconsistency between the provisions of the documentation for the First Lien Obligations (the “First Lien Documentation”), the provisions of the documentation for the Second Lien Obligations (the “Second Lien Documentation”) and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall supercede the provisions of the First Lien Documentation and Second Lien Documentation, as the case may be. Any provision in the First Lien Documentation and Second Lien Documentation notwithstanding, (a) no Loan Party shall be required to act or refrain from acting in a manner that is inconsistent with the terms and conditions of the Intercreditor Agreement and (b) prior to the satisfaction and discharge in full of the First Lien Obligations, no Loan Party shall be required to act or refrain from acting with respect to the Collateral if compliance by such Loan Party with such requirement would result in a breach of or constitute a default under the First Lien Obligations.
Governing Law:	New York.

The foregoing is intended to summarize certain basic terms of the Intercreditor Agreement and is not intended to be a definitive list of all of the terms of the Intercreditor Agreement.

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EXHIBIT C

        The availability of the Credit Facilities, in addition to the conditions set forth in Exhibits A and B, shall be subject to the satisfaction (or waiver by the Agents) of the following conditions. Capitalized terms used but not defined herein have the meanings given in said Exhibits.

        (a)   Each Loan Party shall have executed and delivered TL/LC Facility Documentation and Revolving Facility Documentation consistent with the Term Sheets and Commitment Letter. The lenders under the Term Facilities, the lenders under the Synthetic L/C Facility and the lenders under the Revolving Facility shall have entered into an intercreditor agreement with the Bondholders consistent with Annex II to Exhibits A and B (with such changes as are necessary to implement the banks' position set forth in the Intercreditor Agreement Issues List dated as of November 27, 2006) or otherwise reasonably satisfactory to the Arrangers.

        (b)   MergerCo shall have received cash proceeds from Equity Contributions in an amount equal to at least $200.0 million.

        (c)   The Transaction shall be consummated concurrently with the initial funding of the Credit Facilities in accordance with the Amended and Restated Agreement and Plan of Merger dated as of November [27], 2006 (the "Transaction Agreement") among Asahi, Argon Acquisition Corp. and the Target without waiver or amendment of any material provisions thereof (other than any such waivers or amendments as are not, taken as a whole, materially adverse to the Lenders) unless consented to by the Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed. The Transactions shall have been consummated in a manner substantially consistent with the sources and uses shown on Annex A to the Commitment Letter. Any consents required to permit the Credit Facilities and consummate the Transaction shall have been obtained with respect to each of the 11% Subordinated Notes, the 10% Subordinated Notes and the Senior Notes. Except for (i) the 11% Subordinated Notes, (ii) the Senior Notes, (iii) the 10% Subordinated Notes, (iv) industrial revenue bonds, capital leases and other limited indebtedness in an aggregate amount not to exceed $12.0 million (or such other amount as may be reasonably acceptable to the Arrangers), substantially all of the existing indebtedness of the Target and its subsidiaries shall have been repaid.

        (d)   Any amendments to the existing credit facilities of Asahi required in connection with the consummation of the Transaction shall have been made on terms reasonably satisfactory to the Arrangers.

        (e)   The Lenders, the Agents and the Arrangers shall have received all fees and invoiced expenses required to be paid on or before the Closing Date.

        (f)    The Arrangers shall have received (i) audited consolidated financial statements of the Target for the three most recent fiscal years ended at least 90 days prior to the Closing Date, (ii) unaudited consolidated financial statements of the Target for each fiscal quarter ended after the latest fiscal year referred to in clause (i) above and at least 45 days prior to the Closing Date and unaudited consolidated financial statements for the same period of the prior fiscal year and (iii) within five days of becoming available to management, monthly financial data generated by the Target's internal accounting systems for use by senior management for each month ended at least 30 days after the latest fiscal quarter referred to in clause (ii) above.

        (g)   The Arrangers shall have received an unaudited pro forma consolidated balance sheet of the Borrower as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii) of the preceding paragraph, and a pro forma consolidated statement of operations for the four-quarter period ending on such date, in each case adjusted to give effect to the consummation of the Transaction and the financings contemplated hereby as if such transactions had occurred on such date or on the first day of such period, as applicable, prepared in accordance with Regulation S-X of the Securities Act of 1933, as amended ("Regulation S-X"), and such other adjustments as shall be reasonably agreed between the Borrower and the Arrangers (it

being agreed that the Arrangers are reasonably satisfied with the Regulation S-X and other adjustments contained in the pro forma consolidated financial statements provided to the Arrangers prior to the date hereof).

        (h)   The pro forma ratio of Total Indebtedness (as defined below) of the Borrower and its consolidated subsidiaries to Consolidated EBITDA (as defined below) of the Borrower for the 12-month period ended on the date (the "Applicable Date") of the most recent available quarterly financial statements shall not exceed (i) 4.65 to 1.0, if the Applicable Date is October 1, 2006 and (ii) 4.90 to 1.0, if the Applicable Date is December 31, 2006, and the Borrower shall have provided reasonably satisfactory support for such calculation. As used herein, "Total Indebtedness" and "Consolidated EBITDA" shall have the meanings ascribed to such terms in the Borrower's existing credit agreement (with appropriate modifications to be agreed to reflect certain factual changes and provided that, if the Applicable Date is December 31, 2006, Total Indebtedness shall, for purposes of this clause (h), be calculated subtracting the aggregate amount of cash of the Borrower and its consolidated subsidiaries as of such date), and Consolidated EBITDA shall add back cash expenses paid on or prior to the Closing Date in connection with the Transaction to the extent subtracted in calculating Consolidated Net Income (as defined in the Target's existing credit agreement) and have such other adjustments as the Arrangers and the Borrower reasonably agree to reflect the pro forma financial condition of the Borrower.

        (i)    The Arrangers shall have received projections through 2013.

        (j)    All actions necessary (including obtaining lien searches) to establish that each Administrative Agent will have a perfected security interest in the collateral under the respective Credit Facility shall have been taken, or arrangements for perfection thereof reasonably acceptable to the applicable Administrative Agent shall have been made, and, in connection with real estate collateral, each Administrative Agent shall have received reasonably satisfactory title insurance policies, surveys and other customary documentation to the extent reasonably requested by it.

        (k)   Each Administrative Agent shall have received such customary legal opinions (including opinions (i) from counsel to the Borrower, (ii) if agreed by opining counsel, delivered pursuant to the Transaction Agreement, accompanied by reliance letters in favor of the Lenders and (iii) from such special and local counsel as may be reasonably required by such Administrative Agent), certificates (including customary closing certificates, good standing certificates, an insurance certificate and a chief financial officer's solvency certificate), documents and other instruments as are customary for transactions of this type or as they may reasonably request.

        (l)    As a condition to the funding of the Revolving Facility, the Administrative Agent under the Revolving Facility shall have received and such Administrative Agent shall be reasonably satisfied with appraisals (including updates to existing appraisals to the extent required in such Administrative Agent's reasonable discretion) of certain inventory to be specified by such Administrative Agent from appraisers reasonably satisfactory to such Administrative Agent, it being understood that the appraisal by Hilco Appraisal, LLC dated June 6, 2006 is reasonably satisfactory to such Administrative Agent. The appraisers shall be engaged directly by such Administrative Agent and shall have no direct or indirect interest, financial or otherwise, in the property or transaction.

        (m)  As a condition to the funding of the Revolving Facility, the Administrative Agent under the Revolving Facility or its designee shall have conducted a reasonably satisfactory collateral examination (including updates to the existing collateral examination to the extent required in such Administrative Agent's reasonable discretion) of the accounts receivable and inventory of the Borrower and its subsidiaries and related working capital matters and financial information of the Borrower and its subsidiaries and of the related data processing and other systems, it being

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understood that the collateral examination undertaken by FTI Consulting, Inc. prior to the date of the Commitment Letter is reasonably satisfactory to such Administrative Agent.

        (n)   The Administrative Agent under the Revolving Facility shall have received evidence reasonably satisfactory to it that pro forma Availability on the Closing Date shall not be less than (i) $65.0 million, if the Closing Date occurs on or prior to January 15, 2007 and (ii) an amount to be agreed, otherwise.

        (o)   The Administrative Agent under the Revolving Facility shall have received a Borrowing Base Certificate as of a date no more than five business days prior to the Closing Date with customary supporting documentation and supplemental reporting to be reasonably agreed upon between such Administrative Agent and the Borrower.

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QuickLinks

SOURCES AND USES TABLE
PROJECT ALLOY SENIOR SECURED TERM FACILITIES SENIOR SECURED SYNTHETIC LETTER OF CREDIT FACILITY Summary of Terms and Conditions
PROJECT ALLOY SENIOR SECURED REVOLVING FACILITY Summary of Terms and Conditions
INTEREST AND CERTAIN FEES

EX-99.(C)(2)

Exhibit (c)(2)

Project Alloy PRESENTATION TO METALDYNE BOARD OF DIRECTORS – NOVEMBER 24, 2006 CONFIDENTIALNOVEMBER 2006

CONFIDENTIAL 6 VALUATION MATERIALS II 1 SUMMARY OF REVISED TRANSACTION I Table of Contents Project Alloy The information herein has been prepared by Lazard based upon information supplied by Mercury, RHJI, and Argon (the “Companies”), or publicly available, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by Mercury and Argon with respect to the anticipated future performance of Mercury and Argon, respectively. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Companies, or any other entity, or concerning solvency or fair value of the Companies, or any other entity. With respect to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of each of Mercury and Argon as to the future financial performance of such companies; we assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard. Lazard is not responsible for, and nothing herein should be construed as, tax, accounting, actuarial, legal or other specialist advice. Lazard’s engagement, opinion and the information herein are solely for the benefit and use of Mercury's Board of Directors, and Lazard is not providing any advice or recommendation to any holders of capital stock of the Companies. In addition, the information herein and Lazard's opinion do not address the implications of differing consideration being paid to holders of common stock of Mercury, any subsequent investment by any of Mercury's stockholders in the capital stock of Argon, or the fairness thereof to such holders or holders who are not making such investment, nor do they address the implications of any consideration to be paid to the holders of Mercury's preferred shares or any subsequent investment to be made by such holders, or the fairness thereof to such holders or any other holders of Mercury's capital stock. Lazard's opinion addresses only the fairness from a financial point of view to those holders of Mercury common stock who are not required to reinvest such proceeds in common stock of Argon of the cash consideration being received by such minority holders and no other aspect of the overall transaction.

I Summary of Revised Transaction PROJECT ALLOY

Executive Summary1 TRANSACTION OVERVIEWnThe combination of Mercury and Argon will create a worldwide supplier with approximately $2.8 billion in revenue and a diverse mix of powertrain, chassis, casting, ductile, and other products serving a broad base of global OEMsnArgonwill acquire all of the equity of Mercury pursuant to a merger in which all Mercury shareholders will initially receive cash consideration for their stocknArgon will require that the Mercury Principal Company Stockholders, comprising approximately 97% of Mercury’s outstanding common shares, use the cash to purchase new common shares of ArgonnIn addition, Argon will require that all Mercury preferred shareholders use the cash to purchase new equity securities of Argon (common shares and convertible preferred shares)nRHJI and co-investors will invest $185.0 million in Argon in connection with the closing, and Heartland will also invest $15.0 million in Argon, all at the pre-signing price (¥206 per share)nThe enterprise value implied by the proposed transaction is $1,297.8 million, representing 2005A and 2006E EBITDA valuation multiples of 6.8x and 7.1x, respectivelynThe value to be received by Mercury common shareholders is as follows:—Minority Stockholders, who are not required to reinvest in Argon, will receive approximately $3.4 million in cash for their shares ($2.57 per share) and will receive incremental value if the rounded 30-day average price at closing is greater than as of November 17, 2006—Principal Company Stockholders in aggregate will receive approximately $63.3 million in cash, which will be immediately used to purchase roughly 36.0 million shares of Asahi Tec. At the 30-day average price for the period ending November 17, 2006 of ¥348, these shares have a value of approximately $106.9 millionnMercury’s TriMas shares are not being acquired and the value of TriMas shares is not included in the attached analysisnThe transaction was announced on September 1, 2006, and closing is expected to occur in late December or early January

Executive Summary (cont'd) 2 STRATEGIC RATIONALEnEstablish global platform and expand geographic reach with access to OEM/Tier 1 customers in North America, Europe, and AsianMercury has a unique, diversified customer base, and a growing presence in China and KoreanArgon has presence in Japan, with low cost manufacturing operations in ThailandnCross-selling opportunities to a strong, diverse customer basenCombined solution for DCX/ Mitsubishi platformsnImproved credit profile, liquidity, and prospects for MercurynReduced debt levelsnArgon access to Japanese capital markets nImproved liquidity of the integrated business with sufficient resources to seek strategic acquisitionsnConsolidation opportunities nCombined management depthSYNERGIESnManagement and Roland Berger estimate potential annual synergies to be in the range of $50-70 million or greaternMercury products gain increased access to Japanese OEMsnArgon products gain access to North American and European OEMsnMercury sourcing from low-cost Argon facilities in AsianOpportunities to reduce cost structure of Argon operationsnCombined company SG&A savings

Executive Summary (cont'd) 3 BOARD / MANAGEMENT COMPOSITIONnTim Leuliette will continue to oversee day-to-day operations at the Company as CEO, and will serve as Co-Chairman and Co-CEO of Asahi TecnShoichiro Irimajiri, former Deputy President of Honda, will also play a significant role in the businessnMercury shareholders will have the right to elect two directors if stock ownership is above 10%, and one director if ownership is above 5%REQUIRED REGULATORY APPROVALSnCustomary regulatory approvals and filings in both the US and Japan and, potentially, elsewherenRHJI has received oral approval from the T.S.E. for continued listing nSimultaneously to signing of the Amended and Restated Agreement and Plan of Merger, the parties will execute additional amended documentation as necessary, including: commitment letters, amended and restated stock purchase agreements, the Amended and Restated Shareholders’ Agreement, and various ancillary documents

Events Leading to Revised Transaction Following September 1, conditions worsened in the financial markets for automotive-based companies, particularly in the bank market Both DaimlerChrysler and GM announced, as had Ford earlier, substantial cuts to fourth quarter production volumes Metaldyne’s results for the third quarter of 2006 were lower than anticipated In the 30 days following the announcement of the Merger, the trading price of Asahi Tec common stock rose in excess of 50%, and the reported trading prices of Metaldyne’s debt securities rose significantly Senior notes that had been trading at approximately 94-95 rose to approximately 99-100 Senior sub notes that had been trading at approximately 77-78 rose to approximately 92-94 Asahi Tec and Metaldyne decided to change the capital structure for the transaction by reducing the size of the new bank facility and choosing not to pursue a tender offer for the subordinated notes, which had been a condition to the merger agreement The bondholders were asked to roll into the new transaction, and the parties negotiated cash consent fees of 12.75% for the senior sub notes and 8% for the senior notes As a result of these events, Asahi Tec has required that Metaldyne forego a portion of its consideration, reducing the number of new Asahi Tec shares from approximately 65 million to approximately 45 million All common shareholders, as well as Heartland Series B Preferred shares, will be impacted pro-rata RHJI and co-investors will now invest $185 million in Asahi Tec common equity, and Heartland has agreed to invest $15 million in additional Asahi Tec shares, all at the pre-signing price of ¥206 4

Comparison of Revised Transaction to Announced Transaction 5 (in millions, except per-share amounts)Announced Transaction - September 2006Revised TransactionValue at SigningValue at CurrentNovember 2006ACQUISITION DETAILSRounded 30-day Avg Asahi Tec Price (to 8/29 and 11/17)¥226 ¥348 ¥348 Total Asahi Tec Shares Issued to Metaldyne65.265.245.5Total New Equity Invested$175.0$175.0$200.0Transaction Enterprise Value$1,183.2$1,276.0$1,297.8CONSIDERATION TO SHAREHOLDERS3% Minority Common ShareholdersAggregate Cash Consideration$3.1$4.8$3.4Minimum Price per Share$2.40$3.69$2.5797% PCS ShareholdersAsahi Tec Shares51.651.636.0Value to Holders$99.5$153.2$106.9Series B Preferred ShareholdersAsahi Tec Shares13.613.69.5Value at Average Price$26.2$40.4 $28.2Series A and A-1 Preferred Shareholders$158.1$158.1$158.6MERCURY FINANCIAL PERFORMANCEMercury 2006E EBITDA$190.8$183.4$183.4Mercury LTM EBITDA$197.1$192.0$192.0Metaldyne Net Debt$929.5$952.7$952.7Consent Fees / (Discount) to Noteholders($33.3)($33.3)$47.9TRANSACTION VALUE MULTIPLES2006E EBITDA6.2x7.0x7.1xLTM EBITDA6.0x6.6x6.8xCOMPARABLE MULTIPLESPublic Companies4.5-5.5x4.5-5.5x4.5-5.5xPrecedent Transactions5.0-6.0x5.0-6.0x5.0-6.0x

II Valuation Materials PROJECT ALLOY

6 Consideration to Mercury Shareholders ($ in millions, except per share amounts)The enterprise value, equity value, and transaction multiples implied by the revised transaction are as follows: Excludes TriMas. Based on a rounded 30-day average share price of ¥348 as of 11/17/06 for both PCS and Minority Stockholders and an exchange rate of ¥117.2 to $1. Preferred amounts based on liquidation value as of 1/1/06, then accreted at 3.75% through 12/31/06 for the Series A and A-1 and 11/30/06 for the Series B. Series A and A-1 Preferred reinvested in a new preferred security in Argon; Series B Preferred reinvested in Argon common shares. Expected as of 12/31/06. Includes fees for consents related to the transaction of $47.9 million. Based on Mercury management projections. Mercury Enterprise Value and Transaction MultiplesPer ShareConsideration to Common Shareholders(a)$110.3$2.57Consideration to Preferred (b)186.8Net Debt Refinanced(c)1,000.7Total Enterprise Value$1,297.8MercuryTEVStatistic (d)Multiple2005A$1,897.30.68xRevenue2006E$1,833.00.71x2007E$1,892.40.69x2005A$191.06.8xEBITDA2006E$183.47.1x2007E$203.76.4x2005A$81.415.9xEBIT2006E$ 54.124.0x2007E$89.214.6x

Mercury: Valuation Summary ($ in millions, except per share amounts)7 As per Q4 2006 estimates; includes off-balance sheet A/R securitization of $37.7 million and DCC notes markup of $3.9 million. Current preferred values from balance sheet estimated as of Q4 2006. Based on a rounded 30-day average share price of ¥348 as of 11/17/06 for both PCS and Minority Stockholders and an exchange rate of ¥117.2 to $1. Based on Mercury management projections. METHODOLOGYRANGE OF ENTERPRISE VALUESCOMMENTARYPUBLICCOMPARABLESn4.5x –5.5x 2006E EBITDA of $183.4 millionPRECEDENT TRANSACTIONSn5.0x –6.0x LTM EBITDA of $192.0 millionDCF ANALYSISMANAGEMENT CASEn’05-’10 Revenue CAGR of 1.9% (d)nEBITDA margin increasing from 10.1% to 11.8%n4.5x –5.5x EBITDA Exit Multiplen9.0% –12.0% Discount Rate$1,152$1,030$960$825$1,009$1,310$800$950$1,100$1,250$1,400Net Debt (a)$953Net Debt+Pfd (b)$1,151Transaction Value(c) $1,2987.1x EBITDA2006E EBITDA Multiple4.4x5.2x6.0x6.8x7.6xCURRENT EQUITY VALUE($351) ($201) ($51) $99 $249VALUE PER SHARE($8.19) ($4.69) ($1.19) $2.31 $5.81

Mercury: Summary of Management Financial Projections ($ in millions)Management’s current projections assume a revenue CAGR of 1.9% and EBITDA margin expansion to 11.8% 8 Source: Mercury management projections. Summary Income Statement - CurrentFY Ending December20062007200820092010 Sales $1,833.0 $1,892.4 $1,996.4 $2,076.5 $2,080.4 % Growth(3.4%)3.2%5.5%4.0%0.2% EBITDA 183.4 203.7 227.8 244.3 246.5 % Margin10.0%10.8%11.4%11.8%11.8% EBIT 54.1 89.2 115.6 134.1 138.0 % Margin2.9%4.7%5.8%6.5%6.6%

Automotive Suppliers – Comparable Companies Analysis ($ in millions, except per share amounts)9 Source: Company Filings, Wall street research. EPS estimates from IBES and various research reports. Projections from various research reports. Converted from Euros to USD at Euro = $1.28 USD. Converted from Pounds to USD at Pounds = $1.89 USD. Converted from Canadian dollars to USD at CAD = $0.87 USD. Stock PriceTotal Value as a Multiple of:11/17/2006As a % AMERICAN MEDIAN86%64%0.53x0.51x5.5x5.4x9.8x9.7xN. AMERICAN MEAN84%65%0.550.545.95.410.010.5SELECTED MEDIAN85%57%0.41x0.40x4.6x4.3x8.2x9.2xSELECTED MEAN 79%54%0.460.455.14.58.710.9

Mercury: Selected Comparable Transactions ($ in millions)10 AnnounceTransactionTransaction Value / LTMDateBuyer / TargetValueEBITEBITDASales08-Jul-05First Atlantic Capital$200NANA1.00xPrecision Parts International02-Dec-04The Carlyle Group194NANANARhythm Corp. (JP Morgan Partners)08-Sep-04Ripplewood Holdings756NA6.1x0.77Honsel International (The Carlyle Group)17-May-04Magna International Inc.435NANA0.29New Venture Gear Inc. - U.S. Operations18-Dec-03Tesma75NANA0.58Davis Industries30-Apr-03Tomkins22210.2x5.91.13Stackpole10-Dec-02Metaldyne Corp (Heartland Industrial Partners)235NA 5.0NA DaimlerChrysler - New Castle Facility02-Aug-02Questor/J.P. Morgan Partners45321.26.10.53Teksid SpA - Aluminum Business26-Jul-02JP Morgan Partners86NANA0.44Rhythm (Nissan, Unisia Jecs)22-Jun-01Metaldyne Corp (Heartland Industrial Partners)167(a)NANA0.73Global Metal Technologies Inc.< font size="1" color="white" style="color:white;font-size:1.0pt;">(a)29-Sep-00Heartland Industrial Partners3449.45.30.64Simpson Industries Inc.02-Aug-00Heartland Industrial Partners2,0409.76.71.20MascoTech Inc.06-Jan-00JP Morgan Partners446NANA0.64Mando Machinery Corp - ChassisHigh21.2x6.7x1.20xM edian10.06.00.64Mean12.65.80.72Low9.45.00.29

Automotive Industry: Selected Precedent Transactions 11 Strategic BuyerFinancial Buyer

Mercury: Discounted Cash Flow Analysis ($ in millions)12 Enterprise Values: Management CaseEBITDA Exit Multiples4.5x5.0x5.5x9.0%$1,143$1,226$1,310Discount 10.0%$1,103$1,183$1,264Rate11.0%$1,066$1,143$1,22012.0%$1,030$1,104$1,178Implied Perpetual GrowthEBITDA Exit Multiples4.5x5.0x5.5x9.0%(1.5%)(0.5%)0.3%Discount 10.0%(0.6%)0.4%1.2%Rate11.0%0.3%1.3%2.1%12.0%1.2%2.2%3.0%

EX-99.(D)(2)

Exhibit (d)(2)

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 27, 2006

TABLE OF CONTENTS

		Page
1.	Definitions	3
2.	Board of Directors	6
3.	Proxy	8
4.	Transfers	8
5.	Offering	10
6.	Demand Offering	16
10.	Informational Rights	17
11.	Further Assurances	18
12.	Amendments	18
13.	Binding Agreement	18
14.	Conflicts - Articles	18
15.	Entire Agreement	18
16.	Severability	19
17.	Benefits of Agreement; Third-Party Rights	19
18.	Governing Law	19
19.	No Waiver of Rights	19
20.	Submission to Jurisdiction	19
21.	Specific Performance	20
22.	Costs	20
23.	Notices	20
24.	Confidentiality	21
25.	Definitions Generally	22
26.	English Version Authoritative	22

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of November 27, 2006, among the Persons listed on Schedule I hereto, RHJ International SA, a société anonyme organized under the laws of Belgium, and Asahi Tec Corporation, a Japanese corporation (“Argon” or the “Company”).

WHEREAS, Argon, RHJI and the Principal Company Shareholders entered into a Shareholders’ Agreement dated as August 31, 2006 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein:

WHEREAS, Argon, Argon Acquisition Corp., a Delaware corporation (“Acquisition Sub”) and a wholly owned subsidiary of Argon, and Metaldyne Corporation, a Delaware corporation, have entered into an amended and restated Agreement and Plan of Merger dated as of the date hereof (as such agreement may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), whereby (i) Acquisition Sub will merge (the “Merger”) with and into Mercury, (ii) Mercury will become a wholly owned subsidiary of Argon and (iii) each issued share of Mercury common stock not owned by Argon, Acquisition Sub or Mercury shall be converted into the right to receive the applicable Merger Consideration (as defined in the Merger Agreement) set forth in Section 2.01(c) of the Merger Agreement;

WHEREAS, Argon and the Principal Company Shareholders have entered into an amended and restated stock purchase agreement (the “Parent Stock Purchase Agreement”) dated as of the date hereof whereby the Principal Company Shareholders will acquire an aggregate of 36,017,697 newly issued Shares concurrently with the consummation of the Merger;

WHEREAS, the Company and HIP, as the holder of the Series B Mercury Preferred Stock (the “Mercury Preferred Stock”), have entered into an amended and restated agreement (the “HIP Stock Purchase Agreement” and, together with the Parent Stock Purchase Agreement, the “Stock Purchase Agreements”) dated as of the date of this Agreement, whereby HIP shall acquire for cash (1) 9,490,893 newly issued Shares in exchange for the Merger Consideration (as defined in the Merger Agreement) received by HIP as consideration for such Mercury Preferred Stock and (ii) 8,534,345 newly issued Shares in exchange for $15 million;

WHEREAS, RHJI and the Principal Company Shareholders wish to agree upon certain matters with respect to Argon.

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NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and intending to be legally bound hereby, RHJI and the Principal Company Shareholders hereby agree as follows:

1.Definitions. When used herein, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Agreement, as amended or restated from time to time.

“Argon” has the meaning set forth in the preamble to this Agreement.

“Articles” means the articles of incorporation of Argon, as amended or restated from time to time.

“Board of Directors” has the meaning set forth in Section 2 of this Agreement.

“Business Day” means any day other than a Saturday or Sunday, on which banks located in Tokyo or New York are not required or authorized by law to remain closed.

“Closing Date” means the date of consummation of the transactions described in the Stock Purchase Agreements.

“Company” has the meaning set forth in the preamble to this Agreement.

“CSFB” means Credit Suisse First Boston Equity Partners, L.P., Credit Suisse First Boston Equity Partners (Bermuda), L.P., Credit Suisse First Boston U.S. Executive Advisors, L.P., EMA Partners Fund 2000, L.P., EMA Private Equity Fund 2000, L.P., and its Permitted Transferees.

“Deferral Period” has the meaning set forth in Section 6(e) of this Agreement.

“Demand Notice” has the meaning set forth in Section 6(a) of this Agreement.

“Demand Offering” has the meaning set forth in Section 6(a) of this Agreement.

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“Demand Offering Expenses” means all expenses incident to the Company’s performance of or compliance with Section 6, including all fees and expenses of compliance by the Company with securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for Argon and of the independent certified public accountants of Argon (including the expenses of any annual audit, special audit and “cold comfort” letters required by or incident to such performance and compliance), the reasonable fees and expenses of any special experts retained by Argon in connection with such registration, and fees and expenses of other Persons retained by Argon (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of Shares by holders of such Shares or any expenses incurred by the Principal Company Shareholders).

“Designator” has the meaning set forth in Section 2(a)(i) of this Agreement.

“Director” has the meaning set forth in Section 2 of this Agreement.

“HIP” means HIP means Heartland Industrial Partners, L.P., HIP Side-By-Side Partners, L.P., Heartland Industrial Partners (FF), L.P., Heartland Industrial Partners (C1), L.P, Metaldyne Investment Fund I, LLC and Metaldyne Investment Fund II, LLC and each of their respective Permitted Transferees.

“Inspectors” has the meaning set forth in Section 6(c)(iii).

“Institutional Offering” means one private placement by Argon to institutional investors (with gross proceeds in an aggregate amount of at least $50,000,000) of capital shares of Argon or any successor in interest of Argon after the Closing Date, other than the Offering.

“Lead Principal Company Shareholder” means HIP until the date upon which HIP ceases to own any Shares and thereafter, the Principal Company Shareholder that, together with its Affiliates, owns in the aggregate the largest number of Shares.

“Offering” means the first primary public offering by Argon (with gross proceeds in an aggregate amount of at least $75,000,000) of capital shares of Argon or any successor in interest of Argon after the Closing Date, other than the Institutional Offering.

“Permitted Transferee” means, (i) with respect to RHJI, any Affiliate of RHJI, (ii) with respect to each Principal Company Shareholder, any Affiliate of such Principal Company Shareholder and (iii) with respect to any Principal Company Shareholder that is a natural Person, the estate or administrators of such Person to whom powers over such Person’s properties pass upon death or incapacity, and the testamentary or intestate beneficiaries of such Person under applicable estate laws.

“Person” means any individual, corporation, partnership, trust, association, limited liability company, limited company, joint venture, joint-stock company or any other entity or organization, including a government or governmental agency.

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“Principal Company Shareholders” means the Persons listed on Schedule I hereto and any of their Permitted Transferees to which a Principal Company Shareholder has Transferred Shares in accordance with Section 4.

“Receiving Party” has the meaning set forth in Section 24.

“Records” has the meaning set forth in Section 6(c)(iii).

“Restricted Period” has the meaning set forth in Section 4(b).

“RHJI” means RHJ International SA and its Permitted Transferees.

“SEL” means the Japanese Securities and Exchange Law (Law No. 25 of 1948, as amended)

“Shareholder” means any of the Principal Company Shareholders or RHJI.

“Shares” means the common shares of Argon.

“Specified Shares” means Shares acquired by a Principal Company Shareholder pursuant to a Stock Purchase Agreement and any such Shares Transferred by a Principal Company Shareholder to a Permitted Transferee so long as such Transfer complied with Section 4.

“Subsidiary” means any Person (i) in which Argon, one or more Subsidiaries of Argon and one or more Subsidiaries owns capital stock representing 50% or more of the capital stock of such Person or (ii) of which Argon or a Subsidiary of Argon is the general partner, manager or managing member or holds a similar management position.

“Transfer” means any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition of Shares, including any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition, whether voluntary or by operation of law (including any disposition by means of a merger, consolidation or similar transaction), of the stock, partnership interests, membership interests or any other ownership interests in Argon or any entity that is a direct or indirect beneficial or record owner of any Shares, or any other transaction that has the economic effect of Transferring Shares; provided that neither (i) the Transfer of bona fide publicly traded shares of any holder of Shares (or of the ultimate parent company of any holder of Shares) nor (ii) the bona fide Transfer by a limited partner of its limited partnership interests in Heartland Industrial Partners, L.P., HIP Side-By-Side Partners, L.P., Heartland Industrial Partners (FF), L.P., Heartland Industrial Partners (C1), L.P., Credit Suisse First Boston Equity Partners, L.P., Credit Suisse First Boston Equity Partners (Bermuda), L.P., Credit Suisse First Boston Fund Investments VI Holdings, LLC, Credit Suisse First Boston Fund Investments VI-B (Bermuda), L.P., Credit Suisse First Boston U.S. Executive Advisors, L.P., Masco Corporation, Richard and Jane Manoogian Foundation, First Union Capital Partners, LLC, BancBoston Capital Inc., Metropolitan Life Insurance Company, Equity Asset Investment Trust, Annex Holdings I LP Annex

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Capital Partners LLC, LongPoint Capital Fund L.P., LongPoint Capital Partners LLC, EMA Partners Fund 2000, L.P., EMA Private Equity Fund 2000, L.P., 75 Wall Street Associates LLC, Graham Partners Investments, L.P., Graham Partners Investments (A), L.P., Graham Partners Investments (B), L.P., Private Equity Portfolio Fund II, LLC, CRM 1999 Enterprise Fund, LLC and DaimlerChrysler AG shall be a Transfer for the purposes of this Agreement.

“Transferee” means the transferee in a Transfer.

“Transferor” means the transferor in a Transfer.

“TSE” means the Tokyo Stock Exchange.

2.Board of Directors.

The Shareholders have agreed to exercise their voting rights with respect to the board of directors (the “Board of Directors” and each director thereof, a “Director”) in accordance with the provisions of this Section 2, which they consider to be in the best interests of Argon.

(a)  RHJI, HIP and CSFB (each a “Designator” for the purposes of this Section 2), each shall be entitled to propose to nominate the following number of Directors:

(i)for so long as the Principal Company Shareholders collectively own at least 10% or more of the outstanding number of Shares, HIP and CSFB each shall have the right to nominate one (1) Director;

(ii)for so long as the Principal Company Shareholders collectively own at least 5% but less than 10% of the outstanding number of Shares, HIP shall have the right to nominate one (1) Director; and

(iii)RHJI shall have the right to nominate all other Directors nominated by the Shareholders;

which Directors in each case shall be proposed for appointment or removal, as applicable, at an annual or special meeting of the shareholders of Argon (and its nomination committee meeting to be held prior to such meeting of shareholders) promptly following the proposal of the applicable Designator.

(b)  If a Designator wishes to propose, in accordance with its rights pursuant to Section 2(a) above, that any Person shall be appointed a Director, it shall submit a letter to the other Shareholders setting out such proposal. Each other Shareholders shall (A) cause any member of the nomination committee of Argon who is a Director nominated by such Shareholder to vote in favor of such nomination of the proposed Person as a Director and (B)(x) if any annual or special meeting of the shareholders of

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Argon is held, appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum, and vote or (y) act by written consent with respect to (or cause to be voted or acted upon by written consent) all its Shares in favor of such appointment.

(c)  If a Designator wishes to remove a Director appointed following its proposal from the Board of Directors, it shall submit a letter to the other Shareholders proposing that such Director shall be removed. Each other Shareholders shall (A) cause any member of the nomination committee of Argon who is a Director nominated by such Shareholder to vote in favor of such removal and (B)(x) if any annual or special meeting of the shareholders of Argon is held, appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum, and vote or (y) act by written consent with respect to (or cause to be voted or acted upon by written consent) all its Shares in favor of such removal. Subject to Sections 2(d) and 2(e) below, the Shareholders shall not vote in favor of the removal of a Director, unless the Designator who proposed such Director votes in favor of the removal.

(d)  If a Director ceases to be a Director for whatever cause (including resignation or removal), the Designator upon the proposal of which the relevant Director had been appointed shall be entitled to propose the appointment of a new Director in accordance with, and subject to the provisions of, this Section 2, so long as such Designator continues to be entitled to propose the appointment of such Director under Section 2(a).

(e)  The Company has duly called, given notice of, convened and held on November 16, 2006, a Company Stockholders Meeting (as defined in the Merger Agreement) and has elected as directors to the Company Board the persons designated by HIP and CSFB, each of which are effective only so long as the Closing occurs on or prior to January 16, 2007. Subject to the other provisions of this Section 2, in the event that the Closing Date does not occur on or prior to January 16, 2007, each of the Shareholders undertakes to vote all shares then held by it in favor of the appointment of the Person nominated by HIP and the Person nominated by CSFB, in each case nominated promptly following January 16, 2007, as Directors at a Company Stockholders Meeting to be held as soon as practicable following such date; provided that the appointment of such Persons shall not become effective until the consummation of the transactions described in the Stock Purchase Agreement. The Shareholders undertake to use commercially reasonable efforts to procure that, until replaced or removed in accordance with this Section 2, such Persons shall be the Directors designated HIP and CSFB.

(f)  For so long as either of HIP or CSFB has the right to propose to nominate a Director pursuant to Section 2(a) above, and subject to applicable law (including the rules and regulations of the TSE), it shall have the right to appoint one Director to each committee of or under the Board of Directors, including the audit, nomination and compensation committees thereof.

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Any Director designated by either of HIP or CSFB shall be promptly reimbursed for all costs and expenses, including travel and lodging expenses, incurred by such Director for attending Board of Directors and committee meetings.

(g)  A Designator may irrevocably waive at any time its rights under this Section 2 by providing written notice of such waiver to the other Designators.

3.Proxy. In order to secure RHJI’s rights to vote the Shares of the Principal Company Shareholders, for so long as this Agreement shall remain in full force and effect, each Principal Company Shareholder hereby appoints RHJI, as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Shares owned by such Principal Company Shareholder solely for the purpose of electing Directors pursuant to the provisions of Section 2 of the Agreement, and in any event, subject to, and consistent with, the provisions of Section 2 of the Agreement, it being understood that such proxy extends only to the election of Directors pursuant to the provisions of Section 2 of the Agreement and in no event shall such proxy extend to any other matter that may be acted upon at any annual or special meeting of the shareholders of Argon. RHJI may exercise the irrevocable proxy granted to it hereunder at any time and from time to time. The proxies and powers granted by each Principal Company Shareholder pursuant to this Section 3 are coupled with an interest and are given to secure the performance of the obligations of the Principal Company Shareholders under Section 2 of this Agreement. Such proxies and powers given by any Principal Company Shareholder will be irrevocable until the earliest of (i) the termination of this Agreement and (ii) the sale of the Shares by such Principal Company Shareholder in compliance with this Agreement (other than to a Permitted Transferee).

4.Transfers.

(a)  Generally. A Principal Company Shareholder may Transfer all or any portion of its Shares so long as (i) such Transfer is not restricted by Section 4(b), (ii) if such Transfer is during a Restricted Period only, the Transferor gives Argon and RHJI not less than ten (10) Business Days prior notice of such Transfer, and if such Transfer is not during a Restricted Period, the Transferor gives Argon and RHJI notice of such Transfer reasonably promptly after such Transfer, (iii) the Transferee, if it is a Permitted Transferee of the Transferor, executes and delivers to RHJI a counterpart of the signature page of this Agreement (or other appropriate assumption agreement) and any other agreements, documents or instruments as RHJI may reasonably require and (iv) the Transfer complies with applicable securities laws (including rules of the stock exchange on which any shares of Argon are listed). Any Transfer made in violation of this Section 4 shall be null and void.

(b)  Transfer Restrictions. (i)  During the period from the Closing Date until the consummation of the Institutional Offering (the “Initial Restricted Period”), a Principal Company Shareholder may not Transfer any Shares except with the written consent of RHJI provided that the transfer restriction imposed by this Section (4)(b)(i) shall expire if the Institutional

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Offering has not been consummated within 90 days following the Closing Date. For the avoidance of doubt, the Initial Restricted Period shall not extend beyond the 90th day from the Closing Date.

(ii)If required by the underwriters of the Institutional Offering or the Offering, and for so long as the Principal Company Shareholders collectively own at least 5% or more of the outstanding Shares (or 10% or more of the Shares if both HIP and CSFB have irrevocably waived their right to nominate Directors pursuant to Section 2(g)), a Principal Company Shareholder may not transfer any Shares for a period (an “Offering Restricted Period” and, together with the Initial Restricted Period, each, a “Restricted Period”) of 180 days after the closing of each of (a) the Institutional Offering and (b) the Offering (or for such shorter lock-up period as the underwriters of the Institutional Offering or the Offering, as applicable, require of RHJI or the Principal Company Shareholders); provided that no Restricted Period shall extend beyond 24 months from the Closing Date.

(iii)Each Shareholder shall have the right to Transfer at any time, all or any portion of its Shares to its Permitted Transferees without the prior consent of any other Shareholder and without having such Transfer subject to Section 4(b)(i) or 4(b)(ii); provided such Transfers otherwise still shall be subject to Section 4(a).

(c)  For the avoidance of doubt, nothing in this Agreement shall restrict an Affiliate of a Principal Company Shareholder from making a market in securities of Argon or from otherwise trading in securities of Argon; provided that (i) such Affiliate is an entity that is itself not a Principal Company Shareholder and (ii) such Principal Company Shareholder has in place “Chinese wall” policies and procedures reasonably adequate to ensure that any such market making or trading by any such Affiliate shall not be effected in connection with or in coordination with a Principal Company Shareholder or the trading of any Shares held by a Principal Company Shareholder.

(d)  If a Transferor has Transferred all its Shares pursuant to this Section 4, immediately following such Transfer, such Transferor shall cease to be a party to this Agreement.

(e)  RHJI and the Principal Company Shareholders each shall notify Argon promptly of any acquisition or Transfer of Shares by it or any of its Affiliates and Argon shall notify the other parties to this Agreement promptly of such acquisition or Transfer, in each case with information with respect thereto sufficient to permit the parties to this Agreement to determine the aggregate number of Shares held by each party hereto and its respective Affiliates in order to comply with their respective reporting and filing requirements regarding share ownership under Japanese law and the rules and regulations of the TSE.

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5.Offering.

(a)The Board of Directors shall determine the timing, scope and other terms and conditions of the Offering.

(b)In connection with such Offering:

(i)the Shareholders, if requested by the applicable underwriters, will enter into a customary “lockup” agreement with the underwriters of the Offering for such period as Argon and Argon’s underwriters may agree in connection with such Offering, provided that such period shall not exceed the Offering Restricted Period; and

(ii)Argon and the Shareholders will covenant to reasonably cooperate with each other in complying with all applicable public reporting requirements and all other applicable securities laws (including rules of the stock exchange on which any shares of Argon are listed); provided that the Principal Company Shareholders shall in no event be liable for any action or failure to act by the Company or any other Shareholder in performance of this Section 5(b)(ii).

To the extent the underwriters of the Offering exercise an over-allotment option, if any, and all or any portion of such over-allotment option is made available as a secondary offering of Shares, the Principal Company Shareholders shall have the right to participate pro rata in such secondary offering with the other shareholders of the Company participating in such secondary offering.

(c)In the event that the Company is notified either orally or in writing that the Tokyo Stock Exchange (the “TSE”) has commenced or intends to commence a proceeding to delist the Shares from the TSE as a result of the Transactions (as defined in the Merger Agreement), the Company shall use its reasonable best efforts to prevent the delisting of the Shares by the TSE or, alternatively, to list the Shares on another stock exchange or cause the Shares to be authorized for quotation on an automated quotation system.

6.Demand Offering.

(a)Demand Right.

(i)Following the earlier of (x) the expiration of the Offering Restricted Period following the Offering or (y) 24 months following the Closing Date, upon the written request of the Lead Principal Company Shareholder (a “Demand Notice”) (a copy of which shall be provided by the Lead Principal Company Shareholder to each other Principal Company Shareholder), Argon shall cooperate to effect one secondary offering of Specified Shares held by Principal Company Shareholders (a “Demand Offering”) as to the number of Specified Shares specified in such request. Such request for a Demand Offering shall specify the number of Specified

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Shares proposed to be offered for sale (the “Demand Offering Shares”) and shall also specify the intended method of distribution thereof. The Lead Principal Company Shareholder shall have the right to designate any of the following international or Japanese banks as lead underwriters in a Demand Offering: Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JP Morgan, Lazard, Lehman Brothers, Merrill Lynch, Mizuho, Morgan Stanley, Nikko Citi and Nomura or their successors.

(ii)Argon shall use reasonable efforts to prepare and file offering materials, including a statutory prospectus, for any Demand Offering as promptly as reasonably practicable following delivery of the Demand Notice, and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities and under applicable law and shall make any other filings required under applicable laws and regulations to be made by the Company in connection with the Demand Offering, including the filing of securities notices. Argon shall supplement or make amendments to such offering materials as may be necessary to correct any material misstatement or omission contained therein, until such time as the Demand Offering is completed. Argon shall furnish to the Principal Company Shareholders copies of any such supplement or amendment prior to its being used.

(iii)Any Principal Company Shareholder that elects to participate in a Demand Offering (including any Demand Offering exercised pursuant to Section 6(a)(v)) may withdraw its Shares from such Demand Offering at any time prior to the commencement of the Demand Offering; provided, however, that such Demand Offering shall nonetheless count as the Demand Offering for the purpose of this Section 6(a) unless the Lead Principal Company Shareholder withdraws its Shares in such a manner prior to the commencement of the marketing for such Demand Offering, in which case such Demand Offering shall be terminated and shall not count as the Demand Offering for the purpose of this Section 6(a).

(iv)Argon shall be required to effect only one Demand Offering pursuant to this Section 6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)), except that if the lead underwriter participating in the Demand Offering shall cut back by more than 30% the number of Demand Offering Shares to be offered in the Demand Offering as provided in Section 6(b) below, the Lead Principal Company Shareholder shall have one additional right to make a Demand Offering as provided in this Section 6(a); provided, however, that in no event shall Argon be required to effect more than two Demand Offerings pursuant to this Section 6(a) (including any Demand Offering exercised pursuant to Section 6(a)(v)).

(v)In addition to the right of the Lead Principal Company Shareholder to effect up to two Demand Offerings pursuant to this Section 6(a),

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each of Masco Corporation (“Masco”) and DaimlerChrysler Corporation (“DCX”) has a similar right to effect up to two demand offerings of either Shares or shares of Argon preferred stock pursuant to its respective Other Preferred Stock Purchase Agreement (collectively, each an “Other Demand Right”). If (i) one of the foregoing parties validly exercises an Other Demand Right in respect of Shares and (ii) the Lead Principal Company Shareholder at such time continues to have the right under this Section 6(a) to effect a Demand Offering, then Argon promptly shall notify the Lead Principal Company Shareholder of the exercise of such Other Demand Right and the Principal Company Shareholders shall have the right to participate in the offering of Shares being effected thereby by the Lead Principal Company Shareholder delivering written notice to Argon within ten business days of receipt thereof of its election to so offer Shares; provided that any such election to so participate shall be deemed an exercise by the Lead Principal Company Shareholder of its right under this Section 6(a) to effect a Demand Offering and otherwise shall be effected in accordance with this Section 6(a). The holders of Other Demand Rights also shall have a similar right to participate in a Demand Offering effected by the Principal Company Shareholders pursuant to this Agreement. In no event shall Shares and shares of Argon preferred stock be offered in the same Demand Offering except with the approval of Argon and the Lead Principal Company Shareholder. “Priority Shares” means for purposes of this Agreement, as applicable, any Shares offered by the Principal Company Shareholders, Masco or DCX, in each case in an offering effected either pursuant to this Section 6(a) or pursuant to the exercise of an Other Demand Right by Masco or DCX.

(b)Reduction of Offering. Notwithstanding anything contained herein, if the lead underwriter of an underwritten offering described in Section 6(a) (including any offering being effected in connection with the exercise of an Other Demand right as provided in Section 6(a)(v)) (collectively, a “Specified Offering”) delivers a written opinion to Argon that the number of Shares that the holders of Shares intend to include in any Demand Offering is such that the success of any such offering would be materially and adversely affected, including the price at which the Shares can be sold, then the number of Shares to be included in the Demand Offering for the account of the holders of Shares shall be reduced pro rata to the extent necessary to reduce the total amount of Shares to be included in any such Demand Offering to the amount recommended by such lead underwriter; provided, however, that priority shall be (i) first, the Priority Shares requested to be included in the Demand Offering for the account of the holders of Priority Shares, allocated pro rata among them in accordance with the number of Priority Shares held by each of them until all of such Shares have been included, (ii) second, Shares proposed to be offered by Argon for its own account until all of such Shares have been included and (iii) third, pro rata among any other Shares of Argon requested to be included in the Demand Offering by the holders thereof pursuant to a contractual right, so that the total number of Shares to be included in any such

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offering for the account of all such Persons will not exceed the number recommended by such lead underwriter.

(c)Demand Offering Procedures. Subject to the provisions of Section 6(a), in connection with the Demand Offering, Argon will as promptly as reasonably practicable:

(i)Furnish to the Principal Company Shareholders, if requested, prior to such offering, copies of such offering material for such Demand Offering, and thereafter such number of copies of each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), and such other documents in such quantities as the Principal Company Shareholders may reasonably request from time to time in order to facilitate the disposition of the Shares.

(ii)Promptly notify the Principal Company Shareholders of the happening of any event as a result of which the offering memorandum included in such offering materials or amendment contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and Argon will promptly prepare a supplement or amendment to such offering materials so that such offering memorandum will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iii)Make available for inspection by the Principal Company Shareholders, any underwriter participating in any disposition pursuant to such Demand Offering, any attorney for the Principal Company Shareholders or the underwriter and any accountant or other agent retained by the Principal Company Shareholders or any such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of Argon (collectively, the “Records”) as shall be reasonably necessary to enable each of them to exercise its due diligence responsibility, and cause the officers, directors and employees of Argon and its Subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Demand Offering; provided, however, that (i) Records and information obtained hereunder shall be used by such Inspector only to exercise its due diligence responsibility, (ii) Records or information that Argon determines, in good faith, to be confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records or information is necessary to avoid or correct a material misstatement or omission in the offering materials for such Demand Offering or (y) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction and (iii) Argon may

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require, as a condition to the provision to any Inspector of any Records, that such Inspector execute and deliver to Argon a written agreement, in form and substance reasonably satisfactory to Argon, pursuant to which such Inspector agrees to the confidential treatment of such Records.

(iv)Cause members of senior management of Argon to prepare materials for and participate in a customary road show in connection with the Demand Offering.

(d)Conditions to Demand Offerings. The obligations of Argon to take the actions contemplated by Sections 6(a) and 6(c) with respect to a Demand Offering are subject to the following conditions:

(i)The Principal Company Shareholders shall conform to all applicable requirements of the SEL and TSE with respect to the offering and sale of securities.

(ii)The Principal Company Shareholders shall advise each underwriter through which any of the Shares are offered that the Shares are part of a distribution that is subject to the offering materials delivery requirements of the SEL and TSE.

(iii)Argon may require the Principal Company Shareholders to furnish to Argon such information regarding the Principal Company Shareholders or the distribution of the Shares as Argon may from time to time reasonably request in writing, in each case only as required by the SEL or TSE.

(iv)Upon receipt of any notice from Argon of the happening of any event of the kind described in Section 6(c)(ii) or a condition described in Section 6(e), the Principal Company Shareholders will forthwith discontinue disposition of Shares pursuant to the Demand Offering until the Principal Company Shareholders receives copies of the supplemented or amended offering materials contemplated by Section 6(c)(ii) or notice from Argon of the termination of the Deferral Period (as defined in Section 6(e)) and, if so directed by Argon, will promptly deliver to Argon all copies (other than any permanent file copies then in the Principal Company Shareholders’ possession) of the most recent offering materials covering such Shares that were current at the time of receipt of such notice.

(e)Black-out Period. Argon’s obligations pursuant to Sections 6(a) shall be suspended if compliance with such obligations would (a) in Argon’s good faith determination based upon the advice of outside legal counsel, violate applicable law or (b) require Argon to disclose a material financing, material acquisition or other material corporate development, and the proper officers of Argon have determined, in the good faith exercise of their reasonable business judgment, that such disclosure is not in the best interests of Argon; provided, however, that any such suspension shall not exceed 90 days

14

with respect to any single event or series of related events and all such suspensions shall not exceed 180 days in any twelve-month period (the “Deferral Period”). Argon shall promptly give the Principal Company Shareholders written notice of any such suspension containing the approximate length of the anticipated delay, and Argon shall notify the Principal Company Shareholders upon the termination of the Deferral Period.

(f)Demand Offering Expenses. Argon shall pay all of its Demand Offering Expenses incident to its performance of, and compliance with, the Demand Offering pursuant to Section 6. Each Person who included Shares in any Demand Offering shall pay all discounts and commissions payable to underwriters, selling brokers, managers or other similar Persons related to the sale or disposition of such Person’s Shares pursuant to any Demand Offering in proportion to the amount of such Person’s Shares included in such Demand Offering and all of its other expenses in connection therewith.

(g)Indemnification. (i)If required by the underwriters participating in the Demand Offering, Argon will execute and deliver a customary indemnity agreement, with respect to the information regarding the Company and its subsidiaries (but not the Principal Company Shareholders) included in the offering materials prepared by Argon and used for such Demand Offering, in favor of the underwriters participating in the Demand Offering and their Affiliates.

(ii)Argon will execute and deliver a customary indemnity agreement, with respect to the information regarding the Company and its subsidiaries (but not the Principal Company Shareholders) included in the offering materials prepared by Argon and used for such Demand Offering, in favor of the Principal Company Shareholders participating in the Demand Offering.

7.Termination; Effectiveness.

(a)This Agreement shall terminate (i) with respect to any Shareholder on the date that such Shareholder no longer holds any Shares or (ii) with respect to all Shareholders on the date that the Principal Company Shareholders collectively own less than 5% of the then outstanding Shares.

(b)Termination or expiration of this Agreement shall not relieve the parties of any obligation accruing prior to such termination or expiration and shall be without prejudice to the rights and remedies of any party with respect to the antecedent breach of any of the provisions of this Agreement. The provisions of Sections 18, 20 and 24 shall survive any termination hereof.

(c)Notwithstanding anything else to the contrary in this Agreement, this Agreement shall not have any force or effect unless and until the Merger and the other transactions described in the Merger Agreement and Parent Stock Purchase Agreement are consummated.

15

8.Representations and Warranties of Shareholders. Each Shareholder, severally and not jointly, represents and warrants to each other Shareholder that:

(a)the Shareholder has the power, authority and capacity to execute and deliver this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement. The execution and delivery of this Agreement and all other documents and instruments executed or to be executed by the Shareholder pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Shareholder. This Agreement and all other documents and instruments executed or to be executed by the Shareholder pursuant to this Agreement have been, or will have been, at the time of their respective execution and delivery, duly executed and delivered by a Person duly authorized to execute and deliver this Agreement and such other documents and instruments on behalf of the Shareholder;

(b)this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding obligation of such Shareholder, enforceable in accordance with its terms;

(c)the execution and delivery of this Agreement and all other documents and instruments executed or to be executed by the Shareholder pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under any provision of (i) the organizational documents of the Shareholder or (ii) any mortgage, indenture, trust, lease, partnership or other agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Shareholder or any of its properties or assets, the result of which would materially impair the Shareholder’s ability to consummate the transactions contemplated hereby;

(d)no consent, approval or authorization is required to be obtained or made by the Shareholder in connection with its execution, delivery or performance of this Agreement or the validity and enforceability of this Agreement, other than under circumstances where the failure to obtain such consent, approval or authorization would not have a material adverse effect on the validity or enforceability of this Agreement; and

(b)as of the date of this Agreement, no action, suit, proceeding or governmental investigation is pending against the Shareholder at law or in equity or before any governmental authority that seeks to question, delay or prevent the consummation of the transactions contemplated hereby.

9.Representations and Warranties of Argon. Argon represents and warrants to the Shareholders that:

(a)Argon has the power, authority and capacity to execute and deliver this Agreement and all other documents and instruments executed or to be executed pursuant to this Agreement. The execution and delivery of this Agreement and all other

16

documents and instruments executed or to be executed by Argon pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of Argon. This Agreement and all other documents and instruments executed or to be executed by Argon pursuant to this Agreement have been, or will have been, at the time of their respective execution and delivery, duly executed and delivered by a Person duly authorized to execute and deliver this Agreement and such other documents and instruments on behalf of Argon;

(b)this Agreement has been duly and validly executed and delivered by Argon and constitutes a valid and legally binding obligation of Argon, enforceable in accordance with its terms;

(c)the execution and delivery of this Agreement and all other documents and instruments executed or to be executed by Argon pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under any provision of (i) the organizational documents of Argon or (ii) any mortgage, indenture, trust, lease, partnership or other agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Argon or any of its properties or assets, the result of which would materially impair Argon’s ability to consummate the transactions contemplated hereby;

(d)no consent, approval or authorization is required to be obtained or made by Argon in connection with its execution, delivery or performance of this Agreement or the validity and enforceability of this Agreement, other than under circumstances where the failure to obtain such consent, approval or authorization would not have a material adverse effect on the validity or enforceability of this Agreement; and

(e)as of the date of this Agreement, no action, suit, proceeding or governmental investigation is pending against Argon at law or in equity or before any governmental authority that seeks to question, delay or prevent the consummation of the transactions contemplated hereby.

10.Informational Rights. (a) The Principal Company Shareholders shall be entitled to receive, in an English language version, (if otherwise available), as promptly as practicable after such information is available (i) quarterly consolidated unaudited financial statements and reports of Argon, (ii) consolidated annual audited financial statements and reports of Argon, and (iii) such other information relating to the business, affairs, (including any matter customarily requiring the approval of the Board of Directors), prospects or condition (financial or otherwise) of Argon as is available to Argon and that such Principal Company Shareholder may reasonably request or that customarily is provided to RHJI; provided that any Principal Company Shareholder may waive its rights under this Section 10 at any time in its sole discretion.

(b)Argon recognizes that a Principal Company Shareholder may have one or more limited partners that require certain information and consultation rights from Argon in order for such limited partner to continue to qualify as a “venture capital operating company” (“VCOC”), as that term is commonly referred to under ERISA (as

17

defined in the Parent Stock Purchase Agreement). Argon hereby agrees to provide promptly any such requesting limited partner of a Principal Company Shareholder (which limited partner can substantiate a legitimate requirement to Argon’s reasonable satisfaction) with a VCOC letter substantially consistent with similar VCOC letters previously issued by Argon to HIP and CSFB (but excluding any right to have observation rights at the Board of Directors).

11.Further Assurances. Each Shareholder shall endeavor to take or cause to be taken all actions, and to do or cause to be done all other things, necessary, proper or advisable in order to fulfill and perform its obligations in respect of this Agreement. From time to time, each Shareholder shall, in cooperation with the other parties hereto, as appropriate, execute and deliver, or cause to be executed and delivered, such additional documents and instruments, and take such other actions as may be reasonably requested by the other party or parties to render effective or otherwise carry out the intent and purposes of this Agreement.

12.Amendments. This Agreement may be amended only by a written instrument executed by RHJI and the Principal Company Shareholders holding a majority of all the Shares then held by all Principal Company Shareholders; provided, however, notwithstanding anything to the contrary in this Agreement, no amendment or change to (i) any representation and warranty in this agreement that is adverse to the Principal Company Shareholders may be made without the approval of each Principal Company Shareholder, (ii) the existing liabilities or obligations of any Principal Company Shareholder under this Agreement that is adverse to such Principal Company Shareholder may be made without the approval of such Principal Company Shareholder or (iii) provide any additional benefit or right to HIP or RHJI under this Agreement (other than as provided as of the date hereof) may be made without the approval of each Principal Company Shareholder.

13.Binding Agreement. This Agreement and the rights and duties of the parties hereto shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, heirs, successors and permitted assigns; provided that such rights and duties may not be assigned by any party hereto (and any such assignment shall be void) except that any Permitted Transferee acquiring any Shares shall become a “Shareholder” in accordance with Section 4(a).

14.Conflicts - - Articles. Each of the Shareholders shall take all action necessary, including but not limited to the voting of their Shares, to ensure that the Articles of Argon and the Articles and by-laws or other governing documents of Argon’s Subsidiaries are consistent with, and do not conflict with, the terms of this Agreement and undertake to amend the Articles to incorporate some or all of the provisions of this Agreement, to the extent reasonably determined by RHJI. The Shareholders undertake to sign any other document reasonably deemed necessary by Argon to give effect to this Agreement. To the extent legally permissible, in the case of conflict between the Shareholders, the provisions of this Agreement shall take precedence over the Articles.

15.Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the matters

18

referred to herein (other than with respect to a certain agreement between HIP and CSFB regarding the exercise of their rights as Principal Company Shareholders under this Agreement) and supersedes all prior agreements and understandings (including the Original Agreement) among the parties hereto with respect to the matters referred to herein.

16.Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the agreement contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the agreement contemplated hereby be governed as originally contemplated to the fullest extent possible.

17.Benefits of Agreement; Third-Party Rights. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of any party to this Agreement. Nothing in this Agreement shall be deemed to create any right in any Person not a party hereto and no Person not a party hereto shall have any right to compel performance by any party hereto of its obligations hereunder.

18.Governing Law. This Agreement and all actions contemplated hereby shall be governed by and construed and enforced in accordance with the laws of Japan.

19.No Waiver of Rights. No failure or delay on the part of any party in the exercise of any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or of any other right or power. The waiver by any party or parties hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder. All rights and remedies existing under this Agreement are cumulative and are not exclusive of any rights or remedies otherwise available.

20.Submission to Jurisdiction. Any and all suits, legal actions or proceedings arising out of this Agreement shall be brought either in the courts of Japan or in U.S. Federal court located in the Southern District of New York, and each party hereto hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or proceedings. To the fullest extent permitted by law, each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, legal action or proceeding in any such court and hereby further waives any claim that any suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum.

19

21.Specific Performance. The parties hereby declare that irreparable damage would occur as a result of the failure of any party hereto to perform any of its obligations under this Agreement in accordance with the specific terms hereof. Therefore, all parties hereto shall have the right to specific performance of the obligations of the other parties under this Agreement, and if any party hereto shall institute any action or proceeding to enforce the provisions hereof, any Person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party has or have an adequate remedy by the payment of a financial compensation. The right to specific performance should be in addition to any other remedy to which a party hereto may be entitled.

22.Costs. Save as otherwise provided in this Agreement or in the Stock Purchase Agreement, the parties shall be responsible for and shall bear their own costs (including those of their respective external advisors) in connection with this Agreement and their participation in Argon.

23.Notices. All notices and other communications required or permitted by this Agreement shall be made in writing and any such notice or communication shall be deemed delivered when delivered in person, transmitted by telecopier, or one business day after it has been sent by a nationally recognized overnight courier, at the following address or addresses, or at the address or addresses of the recipient designated at the time it became a party hereto:

if to RHJI:

RHJ International SA
Avenue Louise 326
1050 Brussels
Belgium
Attention:  Robert E. Ewers, Jr., General Counsel
Facsimile No.: +32 (0)2 648 99 38

with a copy to:

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY  10019
United States of America
Attention:  Thomas E. Dunn
Facsimile No.: +1-212-474-3700

if to the Principal Company Shareholders, to:

As set forth on Schedule II.

20

Communications by telecopier also shall be sent concurrently by an internationally recognized overnight courier, but shall in any event be effective as stated above. Each party hereto may from time to time change its address for notices under this Section 23 by giving at least five Business Days’ notice of such changed address to the other parties hereto.

24.Confidentiality. Each party undertakes to take all necessary measures to keep the contents of this Agreement strictly confidential and not to disclose it to third parties, provided that each Shareholder shall be permitted to disclose the contents of this Agreement if required or advisable as a matter of applicable law (including rules of the stock exchange on which any shares of Argon are listed) or to any entity which it believes in good faith to be seriously considering a significant investment in or loan to Argon so long as such entity has executed a confidentiality agreement and, with respect to any disclosure by a Principal Company Shareholder or Transferee thereof, either (i) Argon reasonably determines that such entity will be able to meet its obligations under such confidentiality agreement or (ii) such Principal Company Shareholder agrees to be liable for the obligations of such entity under such confidentiality agreement. Each Shareholder undertakes to take all necessary measures to keep any confidential information of Argon and its Subsidiaries strictly confidential and not to disclose it to third parties without the consent of Argon. The foregoing restrictions on disclosure shall not apply to information that (a) can be demonstrated to have already been known to the receiving party (the “Receiving Party”), without restriction as to confidentiality or use, prior to disclosure of same by Argon; (b) is received from a third party without restriction as to confidentiality or use, by a third party lawfully entitled to possession of such information and who does not violate any contractual, legal or fiduciary obligation, direct or indirect, to keep such information confidential; (c) was in or becomes part of the public domain through no fault of the Receiving Party; (d) the Receiving Party is legally compelled to disclose; (e) is disclosed as required to enforce this Agreement; or (f) is to be disclosed to any prospective Transferee; provided that (i) the prospective Transfer must be permitted under this Agreement, (ii) the prospective Transferee enters into a written confidentiality agreement with Argon reasonably satisfactory to Argon and (iii) either (A) Argon approves the prospective Transferee which enters into such confidentiality agreement, which approval shall not be unreasonably withheld (the poor creditworthiness and/or negative business reputation of such prospective Transferee being a reasonable basis for Argon to refuse its approval) or (B) the Receiving Party agrees to be liable for such prospective Transferee’s obligations under such confidentiality agreement. In the event that the Receiving Party becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process or otherwise) to disclose any of the information, the Receiving Party shall provide Argon with prompt prior written notice of such disclosure requirement (which shall include a copy of any applicable subpoena or order) so that Argon may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 24. In the event that such protective order or other remedy is not obtained, or that Argon waives compliance with the provisions hereof, the Receiving Party agrees to furnish only that portion of the information which the Receiving Party is advised by written opinion of counsel is legally required and to exercise best efforts to obtain assurance that confidential treatment will be accorded such

21

information. Each party further agrees not to make any public announcement or press release relating to this Agreement without the prior written consent of the other parties hereto and without an agreement on the content of such disclosure.

25.Definitions Generally. Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation” when such phrase does not otherwise appear. The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. The section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement.

26.English Version Authoritative. The Shareholders agree that any dispute shall be resolved solely based on the English language version of the definitive documentation.

[Signature page follows.]

22

IN WITNESS WHEREOF, five original copies of the Agreement are signed and each of the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written and acknowledges the receipt of an original and signed copy of the Agreement.

ASAHI TEC CORPORATION,
by
	/s/ AKITA NAKAMURA
	Name: Akita Nakamura
	Title:   President
RHJ INTERNATIONAL S.A.,
by
	/s/ ROBERT EWERS
	Name: Robert Ewers
	Title:   General Counsel

23

HEARTLAND INDUSTRIAL PARTNERS, L.P.
By:	HEARTLAND INDUSTRIAL
	ASSOCIATES, L.L.C.
Its:	General Partner
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
METALDYNE INVESTMENT FUND I, LLC
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
HIP SIDE-BY-SIDE PARTNERS, L.P.
By:	HEARTLAND INDUSTRIAL
	ASSOCIATES, L.L.C.
Its:	General Partner
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
METALDYNE INVESTMENT FUND II, LLC
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
By:	Hemisphere Private Equity Partners, Ltd.,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Authorized Signatory
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
By:	Hemisphere Private Equity Partners, Ltd.,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Authorized Signatory
CREDIT SUISSE FIRST BOSTON FUND
INVESTMENTS VI HOLDINGS, LLC
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
CREDIT SUISSE FIRST BOSTON FUND
INVESTMENTS VI-B (BERMUDA), L.P.
By:	Merchant Capital, Inc., Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
CREDIT SUISSE FIRST BOSTON U.S.
EXECUTIVE ADVISORS, L.P.
By:	Hemisphere Private Equity Partners, Ltd.,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Authorized Signatory
EMA PARTNERS FUND 2000, L.P.
By:	Credit Suisse (Bermuda) Limited, Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
EMA PRIVATE EQUITY FUND 2000, L.P.
By:	Credit Suisse (Bermuda) Limited,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
MASCO CORPORATION
By:	/s/ PETER A. DOW
	Name:	Peter A. Dow
	Title:	Chairman of a Special Committee
		of the Board of Directors of
		Masco Corporation
RICHARD AND JANE MANOOGIAN
FOUNDATION
By:	/s/ RICHARD A. MANOOGIAN
	Name:	Richard A. Manoogian
	Title:	President
RICHARD MANOOGIAN
By:	/s/ RICHARD A. MANOOGIAN
	Name:	Richard A. Manoogian
	Title:	Trustee, Richard A. Manoogian Trust
		Dated February 15, 2006 as
		Amended and Restated
WACHOVIA CAPITAL PARTNERS 2000, LLC,
(formerly First Union Capital Partners, LLC)
By:	/s/ STUART M. CHRISTHILF
	Name:	Stuart M. Christhilf
	Title:	Vice President
BANCBOSTON CAPITAL INC.
By:	/s/ MATHEW R. FRAZIER
	Name:	Mathew R. Frazier
	Title:	Vice President
METROPOLITAN LIFE INSURANCE
COMPANY
By:	/s/ CHRISTOPHER FARRINGTON
	Name:	Christopher Farrington
	Title:	Director
EQUITY ASSET INVESTMENT TRUST
By:	/s/ RON HERMAN
	Name:	Ron Herman
	Title:	Attorney in fact
ANNEX HOLDINGS I LP
By:	Annex Capital Partners, LLC, its
	General Partner
By:	/s/ ALEXANDER P. COLEMAN
	Name:	Alexander P. Coleman
	Title:	Managing Member
75 WALL STREET ASSOCIATES LLC
By:	Allianz Leben Private Equity Fonds Plus
	GmbH, its Member
By:	/s/ WANCHING ANG
	Name:	Wanching Ang
	Title:	Managing Director
By:	/s/ CLAUS ZELLNER
	Name:	Claus Zellner
	Title:	Director
LONG POINT CAPITAL FUND, L.P.
By:	Long Point Capital Partners, LLC, its
	General Partner
By:	/s/ IRA STARR
	Name:	Ira Starr
	Title:	Managing Director
LONG POINT CAPITAL PARTNERS, L.L.C.
By:	/s/ IRA STARR
	Name:	Ira Starr
	Title:	Managing Director
GRAHAM PARTNERS INVESTMENTS, L.P.
By:	GRAHAM PARTNERS GENERAL
	PARTNER, L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP2), L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP), LLC
Its:	General Partner
By:	/s/ STEVEN C. GRAHAM
	Name:	Steven C. Graham
	Title:	Managing Member
GRAHAM PARTNERS INVESTMENTS (A), L.P.
By:	GRAHAM PARTNERS GENERAL
	PARTNER, L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP2), L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP), LLC
Its:	General Partner
By:	/s/ STEVEN C. GRAHAM
	Name:	Steven C. Graham
	Title:	Managing Member
GRAHAM PARTNERS INVESTMENTS (B), L.P.
By:	GRAHAM PARTNERS GENERAL
	PARTNER, L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP2), L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP), LLC
Its:	General Partner
By:	/s/ STEVEN C. GRAHAM
	Name:	Steven C. Graham
	Title:	Managing Member
PRIVATE EQUITY PORTFOLIO FUND II, LLC
By:	/s/ MATTHEW J. AHERN
	Name:	Matthew J. Ahern
	Title:	Vice President
CRM 1999 ENTERPRISE FUND, LLC
By:	/s/ CARLOS LEAL
	Name:	Carlos Leal
	Title:	CFO

24

SCHEDULE I

Principal Company Shareholders

Metaldyne Investment Fund I, LLC, Heartland Industrial Partners, L.P.

HIP Side-by-Side Partners, L.P.

Metaldyne Investment Fund II, LLC, Heartland Industrial Partners, L.P.

Credit Suisse First Boston Equity Partners, L.P.

Credit Suisse First Boston Equity Partners (Bermuda), L.P.

Credit Suisse First Boston Fund Investments VI Holdings, LLC

Credit Suisse First Boston Fund Investments VI-B (Bermuda), L.P.

Credit Suisse First Boston U.S. Executive Advisors, L.P.

Masco Corporation

Richard and Jane Manoogian Foundation

Richard Manoogian

First Union Capital Partners, LLC

BancBoston Capital Inc.

Metropolitan Life Insurance Company

Equity Asset Investment Trust

Annex Holdings I LP Annex Capital Partners LLC

Long Point Capital Fund, L.P.

Long Point Capital Partners, LLC

EMA Partners Fund 2000, L.P.

EMA Private Equity Fund 2000, L.P.

75 Wall Street Associates LLC

Graham Partners Investments, L.P.

Graham Partners Investments (A), L.P.

Graham Partners Investments (B), L.P.

Private Equity Portfolio Fund II, LLC

CRM 1999 Enterprise Fund, LLC

25

EX-99.(D)(3)

Exhibit (d)(3)

AMENDED AND RESTATED
STOCK PURCHASE AGREEMENT

Dated as of November 27, 2006

Between

Asahi Tec Corporation

And

The Purchasers listed on Schedule I hereto

TABLE OF CONTENTS

		Page
ARTICLE I
Purchase and Sale of Shares; Dollar/Yen Exchange
SECTION 1.01.	Purchase and Sale of the Shares	2
SECTION 1.02.	Dollar/Yen Exchange	2
ARTICLE II
Closing
SECTION 2.01.	Closing	3
SECTION 2.02.	Transactions to Be Effected at the Closing	3
ARTICLE III
Representations and Warranties of the Company
SECTION 3.01.	Organization, Standing and Power	4
SECTION 3.02.	Company Subsidiaries; Equity Interests	4
SECTION 3.03.	Capital Structure; the Shares	5
SECTION 3.04.	Authority; Execution and Delivery; Enforceability	6
SECTION 3.05.	No Conflicts; Consents	8
SECTION 3.06.	SEL Documents; Undisclosed Liabilities	9
SECTION 3.07.	Information Supplied	10
SECTION 3.08.	Absence of Certain Changes or Events	11
SECTION 3.09.	Taxes	12
SECTION 3.10.	Absence of Changes in Benefit Plans	14
SECTION 3.11.	Benefit Plans	15
SECTION 3.12.	Litigation	18
SECTION 3.13.	Compliance with Applicable Laws	18
SECTION 3.14.	Environmental Matters	19
SECTION 3.15.	Intellectual Property	20
SECTION 3.16.	Contracts; Debt Instruments	21
SECTION 3.17.	Title to Real Properties	21
SECTION 3.18.	Customers and Suppliers	22
SECTION 3.19.	Brokers; Schedule of Fees and Expenses	22
SECTION 3.20.	Financing	22

ARTICLE IV
Representations and Warranties of the Purchaser
SECTION 4.01.	Organization, Standing and Power	23
SECTION 4.02.	Accredited Investor; Private Offering	23
SECTION 4.03.	Authority; Execution and Delivery; Enforceability	24
SECTION 4.04.	No Conflicts; Consents	24
SECTION 4.05.	Information Supplied	25
SECTION 4.06.	Brokers	25
ARTICLE V
Covenants Relating to Conduct of Business
SECTION 5.01.	Conduct of Business	26
SECTION 5.02.	No Solicitation	28
ARTICLE VI
Additional Agreements
SECTION 6.01.	Preparation of Information Statement	29
SECTION 6.02.	Access to Information; Confidentiality	30
SECTION 6.03.	Commercially Reasonable Efforts; Notification	31
SECTION 6.04.	Fees and Expenses	32
SECTION 6.05.	Public Announcements	32
SECTION 6.06.	Transfer Taxes	32
ARTICLE VII
Conditions Precedent
SECTION 7.01.	Conditions to Each Party’s Obligation To Effect The Acquisition	33
SECTION 7.02.	Conditions to Obligations of the Purchaser	34
SECTION 7.03.	Condition to Obligation of the Company	35
ARTICLE VIII
Termination, Amendment and Waiver
SECTION 8.01.	Termination	36
SECTION 8.02.	Effect of Termination	37
SECTION 8.03.	Amendment	37

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SECTION 8.04.	Extension; Waiver	37
ARTICLE IX
General Provisions
SECTION 9.01.	Nonsurvival of Representations and Warranties	37
SECTION 9.02.	Notices	37
SECTION 9.03.	Definitions	39
SECTION 9.04.	Interpretation	40
SECTION 9.05.	Severability	40
SECTION 9.06.	Counterparts	40
SECTION 9.07.	Entire Agreement; No Third-Party Beneficiaries	40
SECTION 9.08.	Governing Law	41
SECTION 9.09.	Assignment	41
SECTION 9.10.	Enforcement	41
SECTION 9.11.	Agreement and Waiver of Certain Rights	42

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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of November 27, 2006, between Asahi Tec Corporation, a Japanese corporation (the “Company”) and the persons named on Schedule I hereto (collectively, the “Purchaser”).

WHEREAS the Company and the Purchaser entered into a Stock Purchase Agreement dated as of August 31, 2006 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein;

WHEREAS the Purchaser desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to the Purchaser, 18,025,238 newly issued shares of common stock of the Company (the “Shares”);

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the parties’ willingness to enter into this Agreement, the Company, Argon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Acquisition Sub”), and Metaldyne Corporation, a Delaware corporation (“Mercury”), have entered into an amended and restated agreement and plan of merger dated as of the date of this Agreement (the “Merger Agreement”), whereby Acquisition Sub will be merged with and into Mercury, with Mercury as the surviving corporation, and Mercury will become a wholly-owned subsidiary of the Company (the “Merger”);

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the Purchaser’s willingness to enter into this Agreement, RHJ International S.A. (“RHJI”) has executed and delivered to the Purchasers’ Representative (as defined in the Company Stock Purchase Agreement) an amended and restated voting agreement (the “Company Voting Agreement”) dated as of the date of this Agreement in the form attached hereto as Exhibit A;

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the Purchaser’s willingness to enter into this Agreement, RHJI and the Purchasers (as defined in the Company Stock Purchase Agreement) have entered into an amended and restated agreement in the form attached hereto as Exhibit B (the “Stockholders Agreement”) dated as of the date of this Agreement, to be effective as of the Closing, whereby the Purchasers and RHJI agree to certain matters with respect to the Company;

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the Purchaser’s willingness to enter into this Agreement, the Company and each of the holders of (i) the Series A Mercury Preferred Stock and (ii) the Series A-1 Mercury Preferred Stock (together, the “Mercury Preferred Stock”) have entered into an amended and restated agreement (each, an “Other Stock Purchase Agreement”) dated as of the date of this Agreement whereby holders of the Mercury Preferred Stock shall acquire for cash newly issued shares of convertible preferred stock of the Company (the “Company Class C Preferred Stock”) using the Merger Consideration (as defined in the Merger Agreement) received by such holders as consideration for such preferred stock (each, together with the transactions contemplated by the Company Stock Purchase Agreement, an “Other Stock Acquisition”);

WHEREAS the Company and the Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition (as defined in Section 1.01) and also to prescribe various conditions to the Acquisition;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Purchase and Sale of Shares; Dollar/Yen Exchange

SECTION 1.01. Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.01), the Company shall issue, sell, transfer and deliver to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, 18,025,238 Shares (allocated among the Purchaser as set forth on Schedule I) for a purchase price per share equal to ¥206 (the “Purchase Price”), payable in Japanese yen as set forth below in Section 2.02. The issuance, purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”. The Acquisition and the other transactions contemplated by this Agreement and the other Transaction Agreements are referred to in this Agreement collectively as the “Transactions”.

SECTION 1.02. Dollar/Yen Exchange. On the terms and subject to the conditions of this Agreement, the Purchaser agrees that, in lieu of being paid the Merger Consideration (as defined in the Merger Agreement) to which it is entitled under the Merger Agreement in U.S. dollars, it will accept such Merger Consideration converted into Japanese yen at an exchange rate of ¥117.205 per U.S. dollar (the “Exchange Rate”). Prior to the Effective Time (as defined in the Merger Agreement),

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the Company shall deposit with the PCS Paying Agent (as defined in the Merger Agreement) the aggregate amount of the Merger Consideration, in yen determined at the Exchange Rate, due to the Purchaser under the Merger Agreement.

ARTICLE II

Closing

SECTION 2.01. Closing. The closing (the “Closing”) of the Acquisition shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019 at the same time during Tokyo business hours that the Merger closing occurs, on the second business day following the satisfaction (or, to the extent permitted, waiver by all parties) of the conditions set forth in Section 7.01, or, if on such day any condition set forth in Section 7.02 or 7.03 has not been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), as soon as practicable after all the conditions set forth in Article VII have been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), or at such other place, time and date as shall be agreed in writing between the Company and the Purchaser. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

SECTION 2.02. Transactions to Be Effected at the Closing. (a)  As soon as commercially practicable after the Closing, the Company shall deliver to the Purchaser certificates representing the Purchaser’s Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; and

(b)  At the Closing, the Purchaser shall deliver to the PCS Paying Agent the Certificate or Certificates (as defined in the Merger Agreement) representing the shares of Series B Preferred Stock of Mercury held of record by the Purchaser, in accordance with the Merger Agreement and the instructions provided in the letter of transmittal provided to the Purchaser by the PCS Paying Agent (or a duly executed undertaking as required by the letter of transmittal if the Purchaser no longer holds physical certificates), and, upon such delivery, shall instruct the PCS Paying Agent to deliver, from the Merger Consideration represented by such Certificate or Certificates, to the Company payment, to a bank account designated in writing by the Company (such designation to be made at least two business days prior to the Closing Date), of immediately available funds in an amount of Japanese yen equal to the Purchase Price multiplied by 9,490,893.

(c)  At the Closing, the Purchaser shall deliver to the Company payment, to a bank account designated in writing by the Company (such designation to be made at

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least two business days prior to the Closing Date), of immediately available funds in an amount of Japanese yen equal to the Purchase Price multiplied by 8,534,345.

ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to the Purchaser that, except as set forth in the letter, dated as of the date of this Agreement, from the Company to the Purchaser (the “Company Disclosure Letter”):

SECTION 3.01. Organization, Standing and Power. Each of the Company and each of its subsidiaries, including such entities organized under the laws of non-Japanese jurisdictions (the “Company Subsidiaries”), is duly organized, validly existing and in good standing (where such concept is applicable) under the laws of the jurisdiction in which it is organized and has full corporate power and authority, except, in the case of the Company Subsidiaries that are not Significant Company Subsidiaries (as defined below), where the failure to be duly organized, validly existing and in good standing, individually or in the aggregate, has not had and would not be reasonably likely to have a material adverse effect on the Company (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary or the failure to so qualify has had or would be reasonably likely to have a Company Material Adverse Effect. The Company has made available to the Purchaser true and complete copies of the articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”).

SECTION 3.02. Company Subsidiaries; Equity Interests. (a)  Section 3.02(a) of the Company Disclosure Letter lists each Significant Company Subsidiary (as defined below) and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are, as of the date of this Agreement, owned by the Company, by one or more Company Subsidiaries or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, rights of first refusal, options, restrictions (other than restrictions imposed under applicable Law), leases, licenses, easements, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”). The Company has made available to the Purchaser true and complete copies of the articles of incorporation and by-laws, or comparable charter and organizational documents, of each Significant Subsidiary, in each case amended through the date of this Agreement. For purposes of this Agreement, a “Significant Company Subsidiary” means any subsidiary of the

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Company that constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the United States Securities and Exchange Commission (the “U.S. SEC”).

(b)  Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest with a fair market value in excess of U.S. $1 million in any person.

SECTION 3.03. Capital Structure; the Shares. (a)  The authorized number of shares of each class of capital stock of the Company consists of 358,412,200 shares of Company common stock (“Company Common Stock”), 28,572,000 shares of Company Preferred Class A Stock (“Company Class A Preferred Stock”) and 80,000,000 shares of Company Preferred Class B Stock (“Company Class B Preferred Stock” and, together with the Company Class A Preferred Stock, the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). The total authorized number of shares of Capital Stock of the Company is 397,510,516 shares. As of the date of this Agreement, (i) 60,320,132 shares of Company Common Stock and 28,572,000 shares of Company Class A Preferred Stock and 10,526,316 shares of Company Class B Preferred Stock were issued and outstanding, (ii) 90,294 shares of Company Common Stock were held by the Company in its treasury and (iii) 5,217,882 shares of Company Common Stock were subject to outstanding options to purchase Company Common Stock (“Company Stock Options”). Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, there were outstanding Company Stock Options to purchase 2,429,558 shares of Company Common Stock with exercise prices on a per share basis lower than ¥220 and the weighted average exercise price of such Company Stock Options was equal to ¥204.8 per share. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Japanese Corporation Law (“JCL”), the Company Charter or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth above and except for the Equity Commitment

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(as defined below), there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Common Stock. There are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.

(b)  With respect to the Purchaser, assuming the Purchaser has the requisite power and authority to be the lawful owner of the Shares set forth on Schedule I hereto opposite the name of the Purchaser, upon payment of the Purchase Price by the Purchaser at the Closing, such Shares will be duly authorized, validly issued, fully paid and non-assessable, and, subject to the terms of the Stockholders Agreement, free and clear of any Liens, other than those arising from acts of the Purchaser or its affiliates, and free and clear of any restrictive or other legend. Other than this Agreement and the Stockholders Agreement, such Shares will not be subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Shares. Upon issuance of the Shares, (i) the Shares will have been duly registered under the requirements of the SEL, (ii) an application for the listing thereof will have been duly filed with the TSE and (iii) subject to the terms of the Stockholders Agreement and to TSE reporting requirements, the Shares may be transferred by the Purchaser without the requirement of further registration thereof under the requirements of the SEL or the TSE, other than as a result of acts of the Purchaser.

(c)  As of the date of this Agreement, the TSE (as defined in Section 3.05(b)) has acknowledged the Transactions, has indicated (orally or in writing) to the Company (or its representatives) that the consummation of the Transactions will not result in a proceeding by the TSE to delist the Company Common Stock from the TSE and the Company has not been notified (and none of the directors of the Company has been notified) that the TSE has commenced or intends to commence a proceeding to delist the Shares from the TSE as a result of the Transactions.

SECTION 3.04. Authority; Execution and Delivery; Enforceability. (a)  The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to

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consummate the Transactions to which it is a party. The execution and delivery by the Company of this Agreement and each of the Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the issuance of the Company Class C Preferred Stock, to receipt of the Company Stockholder Approval (as defined below). The Company has duly executed and delivered this Agreement, and each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b)  The board of directors of the Company (the “Company Board”), at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (ii) determining that the terms of the Acquisition and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iii) approving the amendment of the Company Charter to authorize the Company Class C Preferred Stock (the “Company Charter Amendment”) and (iv) recommending that the Company’s stockholders approve the Company Charter Amendment.

(c)  The only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholders Meetings (as defined in Section 6.01(b)) (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate

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any Transaction other than the Company Charter Amendment and the matters referred to in this Section 3.04(c).

SECTION 3.05. No Conflicts; Consents. (a)  The execution and delivery by the Company of this Agreement and each Transaction Agreement to which it is a party do not and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter or the comparable charter or organizational documents of any Significant Company Subsidiary, (ii) subject to effectiveness of the Company Facility Amendments (as defined in Section 3.20) as contemplated by the Company Consent Letter (as defined in Section 3.20), any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any material judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(a) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any national, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party and the consummation of the Transactions to which it is a party, other than (i) compliance

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with and filings under (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) Japanese Anti-Monopoly Law (Law No. 54 of 1947, as amended) (the “Japanese Anti-Monopoly Law”), (C) other Antitrust Laws (as defined in Section 6.03(c)), (D) the Foreign Exchange and Foreign Trade Law of Japan (Law No. 228 of 1949, as amended) (the “FEL”), (E) the rules and regulations of the Tokyo Stock Exchange (“TSE”), (F) the JCL and (G) the Japanese Commercial Registration Law (Law No. 125 of 1963, as amended) (the “CRL”), (ii) the filing with the U.S. SEC of (A) an information statement with respect to the Merger (such information statement, including all information required to be included therein by Rule 13e-3 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as such information statement is amended from time to time, the “U.S. Information Statement”) and (B) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing with the Kanto Local Finance Bureau or any other local finance bureau (collectively, the “Bureau”) of such registration, reports and other information (such registration, reports and other information, as amended from time to time, the “Information Statement”) as may be required under the Japanese Securities and Exchange Law (Law No. 25 of 1948, as amended) (the “SEL”) in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws (as defined in Section 3.14), (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Purchaser (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(b) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 3.06. SEL Documents; Undisclosed Liabilities. (a)  The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the Bureau, since March 31, 2006, pursuant to the regulations of the SEL (the “Company SEL Documents”).

(b)  As of its respective date, each Company SEL Document complied in all material respects with the requirements of the SEL, as the case may be, and the rules and regulations under the SEL applicable to such Company SEL Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEL Documents comply as of their

9

respective dates as to form in all material respects with applicable accounting requirements and the published rules and regulations under the SEL with respect thereto, have been prepared in accordance with Japanese generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments and lack of footnote disclosure as permitted under the SEL.

(c)  Except as set forth in the most recent audited consolidated balance sheet of the Company (including the notes thereto) included in the Filed Company SEL Documents (as defined in Section 3.08), and except for liabilities and obligations incurred in the ordinary course of business since the date of such balance sheet, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect.

(d)  The effectiveness of any additional disclosure requirement or applicable accounting rule, consensus or pronouncement that has been formally proposed or adopted by the FSA (as defined in Section 6.01), any Japanese financial accounting standards board or any similar body but that is not yet in effect, is not reasonably likely to lead to any material change in the Company’s disclosures as set forth in the Filed Company SEL Documents.

(e)  None of the Company Subsidiaries is, or has at any time since March 31, 2006, been, subject to (separately from the Company) the reporting requirements under the SEL.

SECTION 3.07. Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Information Statement or any other document required to be filed by the Company with the Bureau relating to the Transactions, including the Acquisition (the “Company Disclosure Documents”) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company Disclosure Documents will comply as to form in all material respects with the requirements of the SEL and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein or omitted therefrom based on information supplied by the Purchaser in writing for inclusion or incorporation by reference therein.

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SECTION 3.08. Absence of Certain Changes or Events. (a)  From the date of the most recent audited financial statements included in the Company SEL Documents filed and publicly available prior to the date of this Agreement (the “Filed Company SEL Documents”) to the date of this Agreement, the Company has conducted its business only in the ordinary course, and during such period there has not been:

(i) any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect;

(ii) any declaration, setting aside, allotment or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Stock or any repurchase for value by the Company of any Company Common Stock;

(iii) any split, combination or reclassification of any Company Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock;

(iv) (A) any grant by the Company or any Company Subsidiary to any current director or officer of the Company or to any other employee or independent contractor of the Company or any Company Subsidiary reasonably likely to earn annual base compensation and bonuses in 2006 of $200,000 or more (any such current director or officer of the Company or other employee or independent contractor, a “Covered Participant”) of any loan or any increase in any type of compensation, benefits, perquisites or bonus or award opportunity, except for grants of normal cash bonus opportunities, normal increases of cash compensation and increases in fringe or other benefits that are not material, in each case in the ordinary course of business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (B) any grant by the Company or any Company Subsidiary to any Covered Participant of any severance, change in control, termination or similar compensation or benefits or increases therein, or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (C) any action by the Company or any Company Subsidiary to fund or in any other way secure the payment of a material amount of compensation or benefits under any Company Benefit Plan (as defined in Section 3.10(a)) or Company Benefit Agreement (as defined in Section 3.10(b)) or (D) any entry by the Company or any Company

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Subsidiary into, or any amendment of, any Company Benefit Agreement with any Covered Participant;

(v) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect;

(vi) any change in accounting methods, principles or practices by the Company or any Company Subsidiary materially affecting the consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP or applicable Law;

(vii) any material elections with respect to Taxes (as defined in Section 3.09) by the Company or any Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax liability or refund;

(viii) any material revaluation by the Company or any Company Subsidiary of any of the material assets of the Company or any Company Subsidiary, except insofar as may have been required by applicable Law; or

(ix) any action by the Company or any Company Subsidiary which, if taken after the date hereof, would constitute a breach of any provisions of Section 5.01(a)(ii), (iv) or (vi) or any authorization, consent or agreement by the Company or any Company Subsidiary to take any of the actions prohibited by the foregoing provisions of Section 5.01(a).

SECTION 3.09. Taxes. (a)  The Company, and each Company Subsidiary, has duly and timely filed, or has caused to be timely filed on its behalf, all material Tax Returns required to be filed by it. All such Tax Returns were true, correct and complete in all material respects. All material Taxes owed (whether or not shown on any Tax Return) have been timely paid in full. To the Company’s knowledge, no claim has been made in writing during the three year period ending on the Closing Date by an authority in a jurisdiction where the Company, or any Company Subsidiary, does not file Tax Returns that the Company, or any Company Subsidiary, is or may be subject to taxation by that jurisdiction. There are no liens with respect to Taxes upon any asset of the Company, or any Company Subsidiary, other than liens for Taxes not yet due and payable.

(b)  The Company, and each Company Subsidiary, has deducted, withheld and timely paid to the appropriate governmental authority all material Taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and the Company, and each Company Subsidiary, has complied with all material reporting and record keeping requirements.

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(c)  No dispute, audit, investigation, proceeding or claim concerning any material Tax liability of the Company, or any Company Subsidiary, has been raised by a governmental authority in writing, and to the Company’s knowledge, no such dispute, audit, investigation, proceeding, or claim is pending or being conducted. The Company has provided or made available to the Purchaser true, correct and complete copies of all material Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Company or any Company Subsidiary since January 1, 2001.

(d)  The Company, and each Company Subsidiary, has not waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. The Company, and each Company Subsidiary, has not executed any power of attorney with respect to any Tax, other than powers of attorney that are no longer in force. Section 3.09(d) of the Company Disclosure Letter lists all closing agreements, private letter rulings, technical advice memoranda, binding oral agreements, rulings or advice or similar agreements or rulings relating to Taxes that have been entered into or issued by any governmental authority with or in respect of the Company and each Company Subsidiary since January 1, 2001.

(e)  The Company, and each Company Subsidiary, is not a party to any contractual obligation relating to Tax sharing or Tax allocation, other than customary commercial agreements with vendors, lenders, customers and other third parties (such as tax gross-ups in loan agreements or property tax escalation clauses in real estate leases) entered into in the ordinary course of business. The Company, and each Company Subsidiary, does not have any material liability for the Taxes of any person under any provision of national, local or foreign law, as a transferee or successor or by contract.

(f)  The Company, and each Company Subsidiary, will not be required to include any amount in taxable income or exclude any item of deduction or loss from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (a) any “closing agreement” as described in any provision of national, state, local or foreign Income Tax law executed on or prior to the Closing Date, (b) any deferred intercompany gain or excess loss account described in any provision or administrative rule of national, local or foreign law, (c) any installment sale or open transaction disposition made on or prior to the Closing Date, or (d) any prepaid amount received on or prior to the Closing Date.

(g)  For purposes of this Agreement:

“Tax” or “Taxes” means (i) any and all national, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto,

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whether disputed or not and (ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor or by contract.

“Tax Return” or “Return” means all national, local and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

SECTION 3.10. Absence of Changes in Benefit Plans. (a)  From the date of the most recent audited financial statements included in the Filed Company SEL Documents to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material respect, any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, equity compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time off, perquisite, fringe benefit, vacation, unemployment insurance, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical or other welfare benefit or other employee benefit plan, program, policy or arrangement, whether oral or written, funded or unfunded, sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to by the Company or any Company Subsidiary or any other person or entity that, together with the Company or any Company Subsidiary, is treated as a single employer under any applicable Law (each, a “Commonly Controlled Entity”), in each case providing benefits to any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary (each, a “Participant”) and whether or not subject to Japanese law (all such plans, programs and arrangements, including any such plan, program or arrangement entered into or adopted on or after the date of this Agreement, “Company Benefit Plans”) or has made any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11(a)), or any material change in the manner in which contributions to any such Company Pension Plan are made or the basis on which such contributions are determined.

(b)  As of the date of this Agreement, there is not any material (i) employment, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, retention, equity compensation, bonus, award, consulting or similar agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other hand, (ii) agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other

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hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of transactions involving the Company or any Company Subsidiary of the nature contemplated by this Agreement or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under clauses (i), (ii) and (iii), collectively, “Company Benefit Agreements”).

(c)  To the Company’s knowledge, the exercise price of each Company Stock Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option.

SECTION 3.11. Benefit Plans. (a)  Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA (a “Company Pension Plan”), or “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), whether or not subject to ERISA, and all other material Company Benefit Plans. The Company has delivered or made available to the Purchaser complete and correct copies of (i) each such Company Benefit Plan and each material Company Benefit Agreement (or, in the case of any such Company Benefit Plan or material Company Benefit Agreement that is unwritten, a written description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence required to be filed with or delivered to any Governmental Entity, with respect to each material Company Benefit Plan , (iii) the most recent summary plan description for each material Company Benefit Plan for which a summary plan description is required under applicable Law, and any summary of material modifications prepared for each material Company Benefit Plan, (iv) each trust agreement and group annuity or insurance contract and other documents relating to the funding or payment of benefits under any material Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable Tax treatment for which such a letter has been obtained, as well as a true, correct and complete copy of each pending application therefor, if applicable, and (vi) the two most recent actuarial valuations for each material Company Benefit Plan for which actuarial valuations have been obtained. Section 3.11(a) of the Company Disclosure Letter sets forth the forecasted obligation amount as of December 31, 2005, as determined by GAAP, for each Company Benefit Plan. Proper provision or reserve for the Company Benefit Plans and for all private pension payments reasonably likely to be required to be made by the Company has been made for accounting purposes under GAAP.

(b)  (i) Each Company Benefit Plan has been administered in compliance with its terms, and (ii) each Company Benefit Plan (and the Company and the Company Subsidiaries with respect to such plans) is in compliance with applicable Law and the

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terms of any applicable collective bargaining agreements, except for such instances of noncompliance with either plan terms or Laws that, individually or in the aggregate, have not had and would not reasonably be likely to have a Company Material Adverse Effect.

(c)  Each Company Benefit Plan required to have been approved by any non-U.S. Governmental Entity (or permitted to have been approved to obtain any beneficial Tax or other status) has been so approved; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval that could reasonably be expected to affect any such approval, except for such failures to approve, revocations of approval and events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(d)  None of the Company, any Company Subsidiary, any employee of the Company or any Company Subsidiary, any of the Company Benefit Plans, including the Company Pension Plans and, to the knowledge of the Company, any trusts created under any of the Company Benefit Plans or any trustee, administrator or other fiduciary of any Company Benefit Plan or trust created thereunder and any agent of the foregoing, has engaged in a “prohibited transaction” under applicable Law or any other breach of fiduciary responsibility that could subject the Company, any Company Subsidiary, any such employee or any of the Company Benefit Plans, or, to the knowledge of the Company, any such trust, trustee, administrator or other fiduciary, to Tax or penalty on prohibited transactions imposed under applicable Law or any other liability for breach of fiduciary duty under any applicable Law, except for such prohibited transactions and other breaches of fiduciary responsibility that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(e)  With respect to any Company Benefit Plan that is an employee welfare benefit plan, whether or not subject to ERISA, no such Company Benefit Plan provides benefits after termination of employment, except where the cost thereof is borne entirely by the former employee (or his or her eligible dependents or beneficiaries).

(f)  No Participant will be entitled to (i)(A) any severance, separation, change of control, termination, bonus or other additional compensation or benefits, or (B) any acceleration of the time of payment or vesting of any compensation or benefits, including the accelerated vesting of Company Stock Options held by such Participant, or the forgiveness of indebtedness owed by such Participant, in each case as a result of any of the Transactions (alone or in combination with any other event) or in connection with the termination of such Participant’s employment on or after the Effective Time or (ii) any compensation or benefits related to or contingent upon, or the value of which will be calculated on the basis of, any of the Transactions (alone or in combination with any other event). The execution and delivery of this Agreement and the consummation of the Transactions (alone or in combination with any other event) and compliance by the Company with the provisions hereof do not and will not require the funding (whether

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through a grantor trust or otherwise) of any Company Benefit Plan, Company Benefit Agreement or any other employment arrangement and will not limit the Company’s ability to amend, modify or terminate any Company Benefit Plan or Company Benefit Agreement.

(g)  Since January 1, 2003, and through the date of this Agreement, neither the Company nor any Company Subsidiary has received notice of, and, to the knowledge of the Company, there are no (i) pending termination proceedings or other suits, claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), actions or proceedings against, or involving or asserting any rights or claims to benefits under, any Company Benefit Plan or Company Benefit Agreement or (ii) pending investigations (other than routine inquiries) by any Governmental Entity with respect to any Company Benefit Plan or Company Benefit Agreement, except for such proceedings, suits, claims, actions and investigations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(h)  Neither the Company nor any Company Subsidiary has any liability or obligations, including under or on account of a Company Benefit Plan or Company Benefit Agreement, arising out of the hiring of persons to provide services to the Company or any Company Subsidiary and treating such persons as consultants or independent contractors and not as employees of the Company or any Company Subsidiary, except for any such liability and obligations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(i)  None of the employees of the Company or any Company Subsidiary is a member of, represented by or otherwise subject to any (i) labor union, works council or similar organization or (ii) collective bargaining agreement, industry-wide collective bargaining agreement or any similar collective agreement, in each case with respect to such employee’s employment by the Company or any Company Subsidiary, and the Company and the Company Subsidiaries do not have any obligation (including to inform or consult with any such employees or their representatives in respect of the Transactions) with respect to any such organization or agreement. Each of the Company and the Company Subsidiaries is in compliance with all applicable Laws and orders with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers compensation, and is not engaged in any unfair labor practice, except for such failures to comply and unfair labor practices that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. There is no unfair labor practice charge or complaint against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened before the competent Labor Standards Supervision Office (“Roudou Kijun Kantoku Sho”), the

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competent Committee on Labor Affairs (“Roudou I-inkai”) or any comparable Governmental Entity that has had or would be reasonably likely to have a Company Material Adverse Effect. Since December 31, 2003, there has been no, and there currently is no, labor strike, material dispute, request for representation, union organization attempt, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. No grievance or arbitration proceeding arising out of a collective bargaining agreement is pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.12. Litigation. (a)  As of the date of this Agreement, there is no claim, demand, suit, action or proceeding pending or, to the knowledge of the Company, threatened in writing against or affecting the Company or any Company Subsidiary that involves an amount in controversy in excess of $1.0 million, seeks material injunctive relief or would be reasonably likely to have a Company Material Adverse Effect, if resolved in accordance with the plaintiff’s demands.

(b)  There is no suit, action or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary nor is there any judgment outstanding against the Company or any Company Subsidiary that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.13. Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or

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both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

SECTION 3.14. Environmental Matters. Except for such matters that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect:

(a)  The Company and each of the Company Subsidiaries are in compliance with all Environmental Laws (as defined below).

(b)  Since July 31, 2003, neither the Company nor any of the Company Subsidiaries has received any written communication that alleges that the Company or any of its subsidiaries is in violation of or has liability under any Environmental Law or written request for information pursuant to any Environmental Law.

(c)  (i) The Company and each of the Company Subsidiaries have obtained and are in compliance with all Permits pursuant to Environmental Law (collectively “Environmental Permits”) necessary for their operations as presently conducted and (ii) all such Environmental Permits are valid and in good standing.

(d)  There are no Environmental Claims pending or, to the knowledge of the Company, threatened in writing, against the Company or any of the Company Subsidiaries.

(e)  Neither the Company nor any of the Company Subsidiaries has entered into or agreed to, or is otherwise subject to, any Judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Materials (as defined below).

(f)  There has been no treatment, storage or Release (as defined below) of any Hazardous Material that would be reasonably likely to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries or against any person whose liabilities the Company or any of the Company Subsidiaries has retained or assumed either contractually or by operation of law.

(g)  None of the Company, the Company Subsidiaries or any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law, has manufactured, sold or distributed any products containing asbestos in any form.

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(h)  (i) neither the Company nor any of the Company Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that would be reasonably likely to form the basis of any Environmental Claim (as defined below) against the Company or any of the Company Subsidiaries, and (ii) to the knowledge of the Company, no Environmental Claims are pending against any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law.

(i)  Definitions. As used in this Agreement:

(1) “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, directives, claims, liens, Judgments, investigations, proceedings or written notices of noncompliance, violation or potential responsibility alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (x) the presence or Release of, or exposure to, any Hazardous Materials at any location; or (y) the failure to comply with any Environmental Law;

(2) “Environmental Laws” means all applicable national, local and foreign laws, rules, regulations, Judgments, legally binding agreements, standards prescribed by Governmental Entities or Environmental Permits issued, promulgated or entered into by or with any Governmental Entity, relating to pollution or protection or restoration of natural resources or the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata), endangered or threatened species or human health (to the extent relating to exposure to Hazardous Materials);

(3) “Hazardous Materials” means any contaminant, pollutant, waste or other substance which is defined as hazardous or toxic under Environmental Laws, or the release or presence of which is regulated under any Environmental Law; and

(4) “Release” means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

SECTION 3.15. Intellectual Property. The Company or one of the Company Subsidiaries owns, or is validly licensed or otherwise has the right to use, all patents, patent rights, trademarks, trademark rights, trade names, trade name

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rights, service marks, service mark rights, copyrights, domain names and other proprietary intellectual property rights and computer programs (collectively, “Intellectual Property Rights”) used in the conduct of the business of the Company and the Company Subsidiaries, except where the failure to own, be validly licensed or have the right to use such Intellectual Property Rights, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. No claims are pending or, to the knowledge of the Company, threatened in writing that the Company or any Company Subsidiary is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right, except for any such claims that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. To the knowledge of the Company, no person is infringing the rights of the Company or any Company Subsidiary with respect to any Intellectual Property Right, except for such infringements that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.16. Contracts. (a)  None of the Company, any of the Company Subsidiaries or, to the knowledge of the Company, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that, individually or in the aggregate, have not resulted and would not be reasonably likely to result in a Company Material Adverse Effect. A “Company Material Contract” means any contract to which the Company or any Company Subsidiary is a party that provides for payment or series of payments or performance by a party thereto having an aggregate value exceeding 100 million Japanese yen or equivalent amount of foreign currency therewith per year.

(b)  All Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company or the applicable Company Subsidiary in accordance with their terms, except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. None of the Company and the Company Subsidiaries has received any written notice of the intention of any party to terminate any Company Material Contract. Complete and correct copies of all Company Material Contracts, together with all material modifications and amendments thereto, have been made available to the Purchaser (either as an exhibit to a Filed SEL Document or otherwise).

SECTION 3.17. Title to Real Properties. (a)  Each of the Company and each Company Subsidiary has good and marketable title to, or valid leasehold interests in, all its real properties free and clear of all Liens, except for such defects in

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title, easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  Except where the failure to comply, the failure to be in full force and effect or the default has not had and would not be reasonably likely to have a Company Material Adverse Effect, each of the Company and each Company Subsidiary has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, all such leases are in full force and effect and no extant notice of default has been given by either party to such leases, and no event has occurred, which with the giving of notice or the passage of time or both would constitute a default under any of such leases.

SECTION 3.18. Customers and Suppliers. (a)  Since January 1, 2005, there has been no adverse change in the relationship of the Company with any customer of the Company or any Company Subsidiary with annual sales of $15 million or more or any of the 15 largest suppliers to the Company or any Company Subsidiary by annual sales volume (excluding utilities), except for such change that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  To the Knowledge of the Company, there is no material dispute with any customer with annual sales of $15 million or more in connection with any product sold by the Company or any Company Subsidiary to any such customer that has given rise or would be reasonably likely to give rise to a material liability or cost, except for such dispute that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.19. Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Deutsche Bank Securities Inc. and RHJI, the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.20. Financing. (a)  The Company has received and accepted (1) a commitment letter dated November 27, 2006 (the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide the debt financing required by Mercury and its subsidiaries to effect the Refinancing (as defined below) and to pay related fees and expenses of the Transactions, (2) a commitment letter dated November 27, 2006 (the “Company Commitment Letter”), from Aozora Bank, Ltd., (“Aozora”)relating to the commitment of Aozora to provide the bridge financing (the “Bridge Financing”) required by the Company, the Purchasers and the holders of Mercury common stock

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and holders of Mercury preferred stock to consummate the Merger, the Acquisition and the Other Stock Acquisitions, (3) the commitment letter dated November 27, 2006, from Aozora, on behalf of the lenders (the “Company Lenders”) under the Company’s existing credit facility (the “Company Consent Letter”) to enter into a consent agreement confirming the approval by the Company Lenders of certain amendments to the Company’s existing credit facility required thereunder by the Company in connection with the Transactions and Refinancing (as defined below) (the “Company Facility Amendments”) and (4) a commitment letter dated November 27, 2006 (the “Equity Commitment” and, together with the Commitment Letter, the Company Commitment Letter and the Company Consent Letter, the “Commitments”), between RHJI, and the Company relating to the agreement of RHJI to provide the equity financing to the Company as specified therein (the “RHJI equity financing”). The Company has provided or made available to the Purchasers’ Representative a true, correct and complete copy of each of the Commitments. The financing contemplated by the Commitment Letter, the Company Consent Letter and the Company Commitment Letter is referred to herein as the “Financing.”

(b)  Subject to its terms and conditions, the Financing, RHJI equity financing and the Acquisition, when funded in accordance with the applicable terms and conditions of the Commitment Letter, Company Commitment Letter, Company Consent Letter, Equity Commitment and this Agreement, will provide Acquisition Sub with funds at the Effective Time sufficient to (i) consummate the Merger, (ii) finance the Consent Solicitations (as defined in the Merger Agreement), (iii) refinance the existing indebtedness of Mercury and its subsidiaries described in the Commitment Letter (the “Refinancing”), (iv) provide the Bridge Financing and (v) pay related fees and expenses of the Transactions.

ARTICLE IV

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Company that:

SECTION 4.01. Organization, Standing and Power. (a)  The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to conduct its businesses as presently conducted.

SECTION 4.02. Accredited Investor; Private Offering. (a)  The Purchaser is (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) a “qualified purchaser” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and (iii) not an

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“investment company” as defined in Section 3 of the Investment Company Act, and meets at least one category and has indicated all categories applicable to it in each of Sections A, B and C of the Accredited Investor Questionnaire attached hereto as Exhibit C.

(b)  Private Offering. The Company Stock purchased by the Purchaser pursuant to this Agreement is being acquired for investment only and not with a view to any public distribution thereof, and the Purchaser shall not offer to sell or otherwise dispose of such Company Stock so acquired by it in violation of any of the registration requirements of the Securities Act.

SECTION 4.03. Authority; Execution and Delivery; Enforceability. The Purchaser has all requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by the Purchaser of this Agreement and each Transaction Agreement to which it is a party and the consummation by it of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Purchaser. The Purchaser has duly executed and delivered this Agreement and each Transaction Agreement to which it is a party, and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the other parties thereto constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.04. No Conflicts; Consents. (a)  The execution and delivery by the Purchaser of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Purchaser or any of its subsidiaries under, any provision of (i) the charter or organizational documents of the Purchaser or any of the Purchaser’s subsidiaries, (ii) any material Contract to which the Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to the Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have, a material adverse effect on the Purchaser (with respect to the Purchaser, a “Purchaser Material Adverse Effect”)

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(excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No Consent of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to the Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party or the consummation of the Transactions to which the Purchaser is a party, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the U.S. SEC of (A) the U.S. Information Statement and (B) such reports under the Exchange Act as may be required in connection with the Merger Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (iii) the filing with the Bureau of the Information Statement as may be required under the SEL in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 4.05. Information Supplied. None of the information supplied or to be supplied by the Purchaser for inclusion or incorporation by reference in the Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

SECTION 4.06. Brokers. No broker, investment banker, financial advisor or other person, other than Lazard Freres & Co. LLC, the fees and expenses of which will be paid by Mercury, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of the Purchaser.

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ARTICLE V

Covenants Relating to Conduct of Business

SECTION 5.01. Conduct of Business. (a)  Conduct of Business by the Company. Except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of the Purchaser:

(i) (A) declare, set aside, allot or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(ii) issue, deliver, sell or grant (A) any shares of its capital stock, (B) any Voting Company Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Company Debt, voting securities or convertible or exchangeable securities or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights, restricted stock units or stock-based performance units, other than the issuance of the Company Common Stock and Company Preferred Stock issued in connection with the Transactions (including to RHJI pursuant to the Equity Commitment) and the issuance of Company Common Stock upon the exercise of Company Stock Options outstanding on the date of this Agreement and in accordance with their present terms;

(iii) amend its articles of incorporation, by-laws or other comparable charter or organizational documents, other than the Company Charter Amendment;

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(iv) acquire or agree to acquire or transfer or agree to transfer by merging or consolidating with, or by corporate separation, stock-for-stock exchange, stock transfer, business assignment or receiving assignment of business or by purchasing a substantial equity interest in or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof that would be material to the Company and the Company Subsidiaries, taken as a whole;

(v) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP;

(vi) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Company Subsidiary, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice, the Bridge Financing and such other long term indebtedness, guarantees, debt securities or other agreements or arrangements that would not be reasonably likely to have a Company Material Adverse Effect;

(vii) make or change any material Tax election; or

(viii) authorize any of, or commit or agree to take any of, the foregoing actions.

(b)  Advice of Changes. The Company shall promptly advise the Purchaser orally and in writing of any change or event that has or could be reasonably likely to have a Company Material Adverse Effect.

(c)  Periodic Reports. In connection with the continuing operation of the business of the Company and the Company Subsidiaries between the date of this Agreement and the Closing and to the extent permitted by Antitrust Laws (as defined in Section 6.02(c)), the Company shall use commercially reasonable efforts to report in good faith on a regular basis to the representatives of the Purchaser to report material operational developments and the general status of ongoing operations pursuant to procedures reasonably requested in writing by the Purchaser; provided that the consultation required by this Section 5.01(d) shall be conducted in a manner so as not to disrupt in any material respect the business of the Company and the Company Subsidiaries; provided further that the Company and the Company Subsidiaries shall not report to the Purchaser or its representatives any non-public information related to output,

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pricing or any other competitively-sensitive matter. The Purchaser acknowledges that it shall not have any approval rights under this Section 5.01(c). The Company acknowledges that any such reports shall not constitute a waiver by the Purchaser of any rights it may have under this Agreement and that the Purchaser shall not have any liability or responsibility for any actions of the Company, any Company Subsidiary or any of their respective directors or officers with respect to matters that are the subject of such reports. All information exchanged pursuant to this Section 5.01(c) shall be subject to the Confidentiality Agreement (as defined in Section 6.02). For the avoidance of doubt, the Company shall not be required to provide any information pursuant to this Section 5.01(c) to the extent such information is not required to be provided pursuant to Section 6.02.

SECTION 5.02. No Solicitation. (a)   Prior to the Closing Date, the Company shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (each, a “Representative” and collectively, “Representatives”) of, the Company or any Company Subsidiary to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative or affiliate of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.02(a) by the Company. The Company shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal.

(b)  Prior to the Closing Date, the Company promptly shall advise the Purchaser orally and in writing of any Company Takeover Proposal or any inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal and the identity of the person making any such Company Takeover Proposal or inquiry including any change to the material details of any such Company Takeover Proposal or inquiry. The Company shall (i) keep the Purchaser fully informed of the status including any change to the material details of any such Company Takeover Proposal or inquiry and (ii) provide to the Purchaser as soon as practicable after receipt or delivery thereof with copies of all material correspondence and other written material sent or provided to the Company from any third party in connection with any Company Takeover Proposal or sent or provided by the Company to any third party in connection with any Company Takeover Proposal.

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(c)  Nothing contained in this Section 5.02 shall prohibit the Company from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable Law.

(d)  For purposes of this Agreement:

“Company Takeover Proposal” means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 20% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 20% of the equity securities or consolidated total assets of the Company, in each case other than the Transactions and the Equity Commitment and Financing.

ARTICLE VI

Additional Agreements

SECTION 6.01. Preparation of Information Statement. (a)  The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the Bureau the Information Statement to be provided to the Company’s stockholders in preliminary form, and each of the Company and the Purchaser shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) with respect thereto. The Company shall notify the Purchaser promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchaser reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto)

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or responding to any comments of the Bureau and the FSA with respect thereto, the Company (i) shall provide the Purchaser an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by the Purchaser.

(b)  Special Stockholder Meetings. The Company represents and warrants that it has duly called, given notice of, convened and held on November 16, 2006, (i) a meeting of the Company Common Stock stockholders, (ii) a meeting of the Company Class A Preferred Stock stockholders, (iii) a meeting of the Company Class B Preferred Stock stockholders and (iv) a general stockholders meeting of the Company (the “Company Stockholders Meetings”) and has (A) obtained the Company Stockholder Approval and (B) elected as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement, provided that each of which are effective only so long as the Closing occurs on or prior to January 16, 2007; provided further that if the Closing has not occurred on or prior to January 16, 2007, then the Company shall, as soon as practicable following such date, duly call, give notice of, convene and hold additional Company Stockholders Meetings for the purpose of (A) seeking the Company Stockholder Approval and (B) electing as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Company Charter Amendment after the Company Board shall have determined in good faith, after consultation with outside counsel, that the failure to do so would be inconsistent with its obligations under applicable Law.

SECTION 6.02. Access to Information; Confidentiality. The Company shall, and shall cause each of its subsidiaries to, afford to the Purchaser and to the Purchaser’s officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Closing (as long as such access is not unreasonably disruptive to the business of the Company or its subsidiaries) to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its subsidiaries to, furnish promptly to the Purchaser (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Japanese securities laws and (b) all other information concerning its business, properties and personnel as the Purchaser may reasonably request; provided, however, that either party may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, would reasonably be expected to raise antitrust concerns for such party (or any of its affiliates) or (iii) such portions of documents or information

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that would reasonably be expected to jeopardize any attorney-client privilege or contravene any Law or fiduciary duty (provided that each party shall in good faith seek and implement a reasonable alternative to provide Purchaser’s counsel with access to such document or information. All information exchanged pursuant to this Section 6.02 shall be subject to the terms of the confidentiality agreement dated September 29, 2005, between RHJI and Mercury (the “Confidentiality Agreement”) as if the Purchaser was a party thereto with the same obligations thereunder as Mercury.

SECTION 6.03. Commercially Reasonable Efforts; Notification. (a)  Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b). Subject to applicable Law relating to the exchange of information, the Company and the Purchaser and their respective counsel shall have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials submitted to, any Governmental Entity in connection with the Acquisition and the other Transactions. The Company and the Purchaser shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Acquisition or the other Transactions.

(b)  Prior to Closing, the Company shall give prompt notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, of (i) any

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representation or warranty made by it contained in this Agreement or any Transaction Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to be a waiver or cure of any such breach or failure to comply or affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or the Transaction Agreements.

(c)  Nothing in Section 6.03(a) shall require the Purchaser to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Acquisition relating to the HSR Act, any Japanese competition Law or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws.

(d)  Nothing in this Section 6.03 shall require the Purchaser to (i) consent to any action or omission by the Company that would be inconsistent with Section 5.01 absent such consent or (ii) agree to amend or waive any provision of this Agreement.

SECTION 6.04. Fees and Expenses. All fees and expenses incurred in connection with the Acquisition and the other Transactions shall be paid by the party incurring such fees or expenses, whether or not the Acquisition is consummated.

SECTION 6.05. Public Announcements. The Purchaser, on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Acquisition and the other Transactions and neither the Purchaser nor the Company shall issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

SECTION 6.06. Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Acquisition shall be paid by the Company, and the Purchaser shall

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reasonably cooperate with the Company in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.

ARTICLE VII

Conditions Precedent

SECTION 7.01. Conditions to Each Party’s Obligation To Effect The Acquisition. The respective obligation of each party to effect the Acquisition is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)  Company Stockholder Approval. The Company shall have obtained the Company Stockholder Approval.

(b)  Antitrust. Any waiting period (and any extension thereof) applicable to the Acquisition under the Japanese Anti-Monopoly Law shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign Antitrust Law of any country, the absence of which would prohibit the consummation of the Acquisition or would be reasonably likely to have a Company Material Adverse Effect, shall have been obtained or made; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to obtain or make such consents, approvals and filings.

(c)  No Injunctions or Restraints. No temporary judgment issued by any court of competent jurisdiction or other law preventing the consummation of the Acquisition shall be in effect; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such judgment that may be entered.

(d)  Merger Agreement. The Company, Acquisition Sub and Mercury shall have consummated the transactions contemplated by the Merger Agreement without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(e)  Other Stock Purchase Agreements. The transactions contemplated by each of the Other Stock Purchase Agreements shall have been consummated without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(f)  Stockholders Agreement. The Stockholders Agreement shall have become effective and remain in full force and effect.

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(g)  Japanese Regulatory. Any waiting periods (and any extensions thereof) applicable to the Acquisition under the FEL, SEL and JCL shall have been terminated or shall have expired.

(h)  Financing. The Company and Acquisition Sub shall have obtained the proceeds contemplated by the Financing or the Alternative Financing (as defined in the Merger Agreement) and the proceeds of the Equity Commitment; provided, however, that prior to asserting this condition, the applicable party shall have complied in all material respects with its respective obligations under Section 6.11 of the Merger Agreement.

(i)  Approval for Listing. The Shares shall have been approved for listing on the TSE and the next business day following the Closing shall be listed thereon; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to obtain such approval and listing.

(j)  Company Stock Purchase Agreement. The transactions contemplated by the Company Stock Purchase Agreement shall have been consummated without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(k)  Appointment of Directors. The persons designated as directors in accordance with Section 2(e) of the Stockholders Agreement shall have been elected to the Company Board.

SECTION 7.02. Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Acquisition are further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of the Company in this Agreement (other than those set forth in Sections 3.01, 3.03 and 3.04) shall be true and correct, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date), other than for such failures to be true and correct that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (it being agreed that for purposes of determining whether such representations and warranties shall be true and correct and applying the foregoing Company Material Adverse Effect qualifier, all such representations and warranties that already are qualified by reference to a Company Material Adverse Effect or other materiality qualifier shall be deemed to be not so qualified). The representations and warranties of the Company set forth in Sections 3.01, 3.03 and 3.04 that are qualified by a Company Material Adverse Effect or

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other materiality qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date). The Purchaser shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(b)  Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Purchaser shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(c)  Absence of Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 7.03. Condition to Obligation of the Company. The obligation of the Company to effect the Acquisition is further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date) and the Company shall have received a certificate signed on behalf of the Purchaser to such effect.

(b)  Performance of Obligations of Purchaser. The Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of the Purchaser to such effect.

(c)  Company Lender Consent. The Company Facility Amendments shall have become effective on the terms and conditions contemplated in the Company Consent Letter.

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ARTICLE VIII

Termination, Amendment and Waiver

SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Company and the Purchaser;

(b) by either the Company or the Purchaser:

(i) if the Acquisition is not consummated on or before March 15, 2007 (the “Outside Date”), unless the failure to consummate the Acquisition is the result of a willful and material breach of this Agreement by the party seeking to terminate this Agreement; provided, however, that the passage of such period shall be tolled for any part thereof during which any party shall be subject to a nonfinal order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Acquisition;

(ii) if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Acquisition and such order, decree, ruling or other action shall have become final and nonappealable;

(iii) if, upon the votes thereon at the duly held first round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained and, upon the votes thereon at the duly held second round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained; or

(iv) if the Merger Agreement is terminated in accordance with its terms;

(c) by the Purchaser, if the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in any Transaction Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.02(a) or 7.02(b), and (B) cannot be or has not been cured by the Outside Date (provided that the Purchaser is not then in willful and material breach of any representation, warranty or covenant contained in this Agreement); or

(d) by the Company, if the Purchaser breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in

36

this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.03(a) or 7.03(b), and (ii) cannot be or has not been cured by the Outside Date (provided that the Company is not then in willful and material breach of any representation, warranty or covenant contained in this Agreement).

SECTION 8.02. Effect of Termination. In the event of termination of this Agreement by either the Company or the Purchaser as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or the Purchaser, other than Section 3.19, Section 4.06, the last sentence of Section 6.02, Section 6.04, this Section 8.02 and Article IX, which provisions shall survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any representation, warranty or covenant set forth in this Agreement, in which case the aggrieved party shall be entitled to all remedies available at law or in equity.

SECTION 8.03. Amendment. This Agreement may not be amended except by an instrument in writing signed by the Company and the Purchaser.

SECTION 8.04. Extension; Waiver. At any time prior to the Closing, the Company and the Purchaser may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Company or by the Purchaser on behalf of the Company or the Purchaser, as applicable. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE IX

General Provisions

SECTION 9.01. Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing, except for Section 3.03(b) which shall survive the Closing. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing.

SECTION 9.02. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed

37

given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)  if to the Purchaser, to

Heartland Industrial Partners, L.P.

55 Railroad Avenue

Greenwich, CT 06830l

Fax: (203) 861-2722

Attention:  Daniel P. Tredwell

with a copy to:

Ellenoff Grossman & Schole LLP

370 Lexington Avenue

New York, NY  10017-6503

Fax:  (212) 370-7889

Attention:  Douglas S. Ellenoff, Esq.

Martin Bring, Esq.

(b)  if to the Company, to

Asahi Tec Corporation

547-1 Horinouchi, Kikugawa City,

Shizuoka 439-8651, Japan

Fax: 81-537-36-4160

Attention:  Suguru Kimura

with a copy to:

Anderson Mori & Tomotsune

Izumi Garden Tower

1-6-1, Roppongi, Minato-ku,

Tokyo 106-6036, Japan

Fax: (03) 6888-3067

Attention: Noritaka Niwano, Esq.

with a copy to:

RHJ International SA

Avenue Louise 326

38

1050 Brussels

Belgium

Attention: Bob Ewers

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention:  Thomas E. Dunn, Esq.; and

The Company promptly shall provide the Purchaser with a copy of each notice delivered under the Merger Agreement.

SECTION 9.03. Definitions. For purposes of this Agreement:

An “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

“business day” means any day other than a Saturday or Sunday, on which banks located in Tokyo or New York are not required or authorized by law to remain closed.

“Company Stock Purchase Agreement” means the stock purchase agreement dated as of the date of this Agreement between the Company, the Purchasers listed on Schedule I thereto and the Purchasers’ Representative.

A “material adverse effect” on a party means (a) a material adverse effect on the business, assets, financial condition or results of operations of the party and its subsidiaries, taken as a whole except, in each case, to the extent arising or resulting from, or caused or attributable to, any of the following, individually or taken together:  (i) general U.S., Japanese or global economic, political or market conditions to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (ii) changes in applicable generally accepted accounting principles or Law, (iii) the public announcement of the Transactions, the consummation of the Transactions or the execution of the Transaction Agreements or (iv) acts of terrorism or war to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (b) a material adverse effect on the ability of the party to perform its obligations under this Agreement or the other Transaction Agreements to which it is a party or (c) a material

39

adverse effect on the ability of the party to consummate the Transactions to which it is a party.

A “person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

A “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person. For the avoidance of doubt, in no event shall Mercury or any subsidiary of Mercury be deemed to be a subsidiary of the Company for any purpose of this Agreement (including after giving effect to the Merger).

“Transaction Agreements” means this Agreement, the Company Voting Agreement, the Merger Agreement, the Company Stock Purchase Agreement, the Stockholders Agreement and the Other Stock Purchase Agreements and documents delivered in connection with the foregoing.

SECTION 9.04. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

SECTION 9.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

SECTION 9.06. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Transaction Agreements, taken together with the Company

40

Disclosure Letter, (a) constitute the entire agreement, and supersede after the date of this Agreement all prior agreements and understandings (including the Original Agreement), both written and oral, among the parties with respect to the Transactions (other than the Confidentiality Agreement) and (b) are not intended to confer upon any person other than the parties any rights or remedies.

SECTION 9.08. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Japan are mandatorily applicable to the Acquisition.

SECTION 9.09. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties; provided that the Purchaser may assign to any of the Purchasers (as defined in the Company Stock Purchase Agreement) its right (but no obligation in connection therewith) to receive from the Company any of the Shares acquired in exchange for payment delivered to the Company pursuant to Section 2.02(c) so long as such assignment is in a form reasonably acceptable to the Company. Any purported assignment in violation of this Section 9.09 shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 9.10. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or any Transaction Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or any Transaction Agreement and to enforce specifically the terms and provisions of this Agreement and each other Transaction Agreement in any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, in the event any dispute arises out of this Agreement, any Transaction Agreement or any Transaction, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any other Transaction Agreement or any Transaction in any court other than any New York state court, any Federal court sitting in the State of New York or the State of Delaware or any Delaware state court and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any other Transaction Agreement or any other Transaction.

41

SECTION 9.11. Agreement and Waiver of Certain Rights. (a)  The Purchaser, by the execution and delivery of this Agreement, hereby waives in relation to the Merger, its rights under Section 262 of the Delaware General Corporation Law (“Section 262”) in connection with its Appraisal Shares (as defined in the Merger Agreement) including any rights to demand appraisal of such Appraisal Shares, and hereby consents and agrees, in relation to the Merger, not to exercise any rights under Section 262, including any appraisal rights, with respect to such Appraisal Shares.

(b)  The Purchaser hereby consents, with respect to the limitations and approval and consent rights set forth in the Shareholders Agreement (the “Mercury Shareholders Agreement”) by and among Mascotech, Inc., Masco Corporation, Richard Manoogian, Richard and Jane Manoogian Foundation, the Heartland Entities listed on the signature pages thereto and the HIP Co-Investors listed on the signature pages thereto, dated as of November 28, 2000, to Mercury’s participation in the Transactions and the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing). The Purchaser further consents and acknowledges that at the Effective Time the Mercury Shareholders Agreement shall terminate and be of no force and effect.

(c)  Subject to the consummation of the Merger, the Purchaser, by the execution and delivery of this Agreement, (i) hereby acknowledges, consents to and agrees that the TM Distribution (as defined in the Merger Agreement) shall be declared and made without registration under the Securities Act or the Exchange Act of the securities distributed thereby, that the TM Distribution shall be made on the terms set forth in the Merger Agreement (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing) and that it waives (subject to the foregoing) any remedy of rescission or any other remedies against Mercury or the Company in connection therewith and (ii) hereby consents and agrees to the declaration and consummation of the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing).

42

IN WITNESS WHEREOF, the Company and the Purchaser have duly executed this Agreement, all as of the date first written above.

ASAHI TEC CORPORATION,
by:
	/s/ AKIRA NAKAMURA
	Name: Akira Nakamura
	Title: President

43

HEARTLAND INDUSTRIAL PARTNERS, L.P.
By:	HEARTLAND INDUSTRIAL
	ASSOCIATES, L.L.C.
Its:	General Partner
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
METALDYNE INVESTMENT FUND I, LLC
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
HIP SIDE-BY-SIDE PARTNERS, L.P.
By:	HEARTLAND INDUSTRIAL
	ASSOCIATES, L.L.C.
Its:	General Partner
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
METALDYNE INVESTMENT FUND II, LLC
By:	/s/ DANIEL P. TREDWELL
	Name:	Daniel P. Tredwell
	Title:	Managing Member
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
By:	Hemisphere Private Equity Partners, Ltd.,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Authorized Signatory
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
By:	Hemisphere Private Equity Partners, Ltd.,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Authorized Signatory
CREDIT SUISSE FIRST BOSTON FUND
INVESTMENTS VI HOLDINGS, LLC
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
CREDIT SUISSE FIRST BOSTON FUND
INVESTMENTS VI-B (BERMUDA), L.P.
By:	Merchant Capital, Inc., Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
CREDIT SUISSE FIRST BOSTON U.S.
EXECUTIVE ADVISORS, L.P.
By:	Hemisphere Private Equity Partners, Ltd.,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Authorized Signatory
EMA PARTNERS FUND 2000, L.P.
By:	Credit Suisse (Bermuda) Limited, Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
EMA PRIVATE EQUITY FUND 2000, L.P.
By:	Credit Suisse (Bermuda) Limited,
	Its General Partner
By:	/s/ KENNETH LOHSEN
	Name:	Kenneth Lohsen
	Title:	Vice President
MASCO CORPORATION
By:	/s/ PETER A. DOW
	Name:	Peter A. Dow
	Title:	Chairman of a Special Committee
		of the Board of Directors of
		Masco Corporation
RICHARD AND JANE MANOOGIAN
FOUNDATION
By:	/s/ RICHARD A. MANOOGIAN
	Name:	Richard A. Manoogian
	Title:	President
RICHARD MANOOGIAN
By:	/s/ RICHARD A. MANOOGIAN
	Name:	Richard A. Manoogian
	Title:	Trustee, Richard A. Manoogian Trust
		Dated February 15, 2006 as
		Amended and Restated
WACHOVIA CAPITAL PARTNERS 2000, LLC,
(formerly First Union Capital Partners, LLC)
By:	/s/ STUART M. CHRISTHILF
	Name:	Stuart M. Christhilf
	Title:	Vice President
BANCBOSTON CAPITAL INC.
By:	/s/ MATHEW R. FRAZIER
	Name:	Mathew R. Frazier
	Title:	Vice President
METROPOLITAN LIFE INSURANCE
COMPANY
By:	/s/ CHRISTOPHER FARRINGTON
	Name:	Christopher Farrington
	Title:	Director
EQUITY ASSET INVESTMENT TRUST
By:	/s/ RON HERMAN
	Name:	Ron Herman
	Title:	Attorney in fact
ANNEX HOLDINGS I LP
By:	Annex Capital Partners, LLC, its
	General Partner
By:	/s/ ALEXANDER P. COLEMAN
	Name:	Alexander P. Coleman
	Title:	Managing Member
75 WALL STREET ASSOCIATES LLC
By:	Allianz Leben Private Equity Fonds Plus
	GmbH, its Member
By:	/s/ WANCHING ANG
	Name:	Wanching Ang
	Title:	Managing Director
By:	/s/ CLAUS ZELLNER
	Name:	Claus Zellner
	Title:	Director
LONG POINT CAPITAL FUND, L.P.
By:	Long Point Capital Partners, LLC, its
	General Partner
By:	/s/ IRA STARR
	Name:	Ira Starr
	Title:	Managing Director
LONG POINT CAPITAL PARTNERS, L.L.C.
By:	/s/ IRA STARR
	Name:	Ira Starr
	Title:	Managing Director
GRAHAM PARTNERS INVESTMENTS, L.P.
By:	GRAHAM PARTNERS GENERAL
	PARTNER, L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP2), L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP), LLC
Its:	General Partner
By:	/s/ STEVEN C. GRAHAM
	Name:	Steven C. Graham
	Title:	Managing Member
GRAHAM PARTNERS INVESTMENTS (A), L.P.
By:	GRAHAM PARTNERS GENERAL
	PARTNER, L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP2), L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP), LLC
Its:	General Partner
By:	/s/ STEVEN C. GRAHAM
	Name:	Steven C. Graham
	Title:	Managing Member
GRAHAM PARTNERS INVESTMENTS (B), L.P.
By:	GRAHAM PARTNERS GENERAL
	PARTNER, L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP2), L.P.
Its:	General Partner
By:	GRAHAM PARTNERS INVESTMENTS
	(GP), LLC
Its:	General Partner
By:	/s/ STEVEN C. GRAHAM
	Name:	Steven C. Graham
	Title:	Managing Member
PRIVATE EQUITY PORTFOLIO FUND II, LLC
By:	/s/ MATTHEW J. AHERN
	Name:	Matthew J. Ahern
	Title:	Vice President
CRM 1999 ENTERPRISE FUND, LLC
By:	/s/ CARLOS LEAL
	Name:	Carlos Leal
	Title:	CFO

44

SCHEDULE I

Purchaser	Shares
Metaldyne Investment Fund I, LLC, Heartland Industrial Partners, L.P.	17,277,081
HIP Side-by-Side Partners, L.P.	1,050,363
Metaldyne Investment Fund II, LLC, Heartland Industrial Partners, L.P.	253,728
Credit Suisse First Boston Equity Partners, L.P.	6,419,944
Credit Suisse First Boston Equity Partners (Bermuda), L.P.	1,794,540
Credit Suisse First Boston Fund Investments VI Holdings, LLC	124,250
Credit Suisse First Boston Fund Investments VI-B (Bermuda), L.P.	29,696
Credit Suisse First Boston U.S. Executive Advisors, L.P.	5,732
Masco Corporation	2,161,348
Richard and Jane Manoogian Foundation	573,463
Richard Manoogian	538,696
First Union Capital Partners, LLC	1,385,513
BancBoston Capital Inc.	667,099
Metropolitan Life Insurance Company	513,153
Equity Asset Investment Trust	513,153
Annex Holdings I LP Annex Capital Partners LLC	513,153
LongPoint Capital Fund, L.P.	503,881
LongPoint Capital Partners, L.L.C.	9,272
EMA Partners Fund 2000, L.P.	462,378
EMA Private Equity Fund 2000, L.P.	297,580
75 Wall Street Associates LLC	256,576
Graham Partners Investments, L.P.	235,133
Graham Partners Investments (A), L.P.	142,975
Graham Partners Investments (B), L.P.	135,044
Private Equity Portfolio Fund II, LLC	102,630
CRM 1999 Enterprise Fund, LLC	51,316
Total Purchasers' Shares	36,017,697

45

EX-99.(D)(4)

Exhibit (d)(4)

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

Dated as of November 27, 2006

Among

Asahi Tec Corporation

The Purchasers listed on Schedule I hereto

And

Heartland Industrial Partners, L.P.,
as Purchasers’ Representative

TABLE OF CONTENTS

	Page
ARTICLE I
Purchase and Sale of Shares; Dollar/Yen Exchange
SECTION 1.01. Purchase and Sale of the Shares	2
SECTION 1.02. Dollar/Yen Exchange	3
ARTICLE II
Closing
SECTION 2.01. Closing	3
SECTION 2.02. Transactions to Be Effected at the Closing	3
ARTICLE III
Representations and Warranties of the Company
SECTION 3.01. Organization, Standing and Power	4
SECTION 3.02. Company Subsidiaries; Equity Interests	4
SECTION 3.03. Capital Structure; the Shares	5
SECTION 3.04. Authority; Execution and Delivery; Enforceability	7
SECTION 3.05. No Conflicts; Consents	8
SECTION 3.06. SEL Documents; Undisclosed Liabilities	9
SECTION 3.07. Information Supplied	10
SECTION 3.08. Absence of Certain Changes or Events	11
SECTION 3.09. Taxes	12
SECTION 3.10. Absence of Changes in Benefit Plans	14
SECTION 3.11. Benefit Plans	15
SECTION 3.12. Litigation	18
SECTION 3.13. Compliance with Applicable Laws	18
SECTION 3.14. Environmental Matters	19
SECTION 3.15. Intellectual Property	21
SECTION 3.16. Contracts; Debt Instruments	21
SECTION 3.17. Title to Real Properties	22
SECTION 3.18. Customers and Suppliers	22
SECTION 3.19. Brokers; Schedule of Fees and Expenses	22
SECTION 3.20. Financing	22

ARTICLE IV
Representations and Warranties of Purchasers
SECTION 4.01. Organization, Standing and Power	24
SECTION 4.02. Accredited Investor; Private Offering	24
SECTION 4.03. Authority; Execution and Delivery; Enforceability	24
SECTION 4.04. No Conflicts; Consents	24
SECTION 4.05. Information Supplied	25
SECTION 4.06. Brokers	26
ARTICLE V
Covenants Relating to Conduct of Business
SECTION 5.01. Conduct of Business	26
SECTION 5.02. No Solicitation	28
ARTICLE VI
Additional Agreements
SECTION 6.01. Preparation of Information Statement	29
SECTION 6.02. Access to Information; Confidentiality	30
SECTION 6.03. Commercially Reasonable Efforts; Notification	31
SECTION 6.04. Fees and Expenses	33
SECTION 6.05. Public Announcements	33
SECTION 6.06. Transfer Taxes	33
ARTICLE VII
Conditions Precedent
SECTION 7.01. Conditions to Each Party’s Obligation To Effect The Acquisition	33
SECTION 7.02. Conditions to Obligations of Purchasers	35
SECTION 7.03. Condition to Obligation of the Company	35
ARTICLE VIII
Termination, Amendment and Waiver
SECTION 8.01. Termination	36
SECTION 8.02. Effect of Termination	37
SECTION 8.03. Amendment	37

SECTION 8.04. Extension; Waiver	38
ARTICLE IX
General Provisions
SECTION 9.01. Nonsurvival of Representations and Warranties	38
SECTION 9.02. Notices	38
SECTION 9.03. Definitions	40
SECTION 9.04. Interpretation	41
SECTION 9.05. Severability	41
SECTION 9.06. Counterparts	41
SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries	41
SECTION 9.08. Governing Law	41
SECTION 9.09. Assignment	42
SECTION 9.10. Enforcement	42
SECTION 9.11. Purchasers’ Representative	42
SECTION 9.12. Agreement and Waiver of Certain Rights	43

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of November 27, 2006, among Asahi Tec Corporation, a Japanese corporation (the “Company”), the persons named on Schedule I hereto (“Purchasers”) and Heartland Industrial Partners, L.P., as Purchasers’ Representative (the “Purchasers’ Representative”).

WHEREAS the Company, Purchasers and the Purchasers’ Representative entered into a Stock Purchase Agreement dated as of August 31, 2006 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein;

WHEREAS each of the Purchasers desires to subscribe for and purchase from the Company, and the Company desires to issue and sell to each Purchaser, the number of newly issued shares of common stock (“Common Stock”) of the Company set forth on Schedule I hereto opposite the name of such Purchaser(the “Shares”);

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the parties’ willingness to enter into this Agreement, the Company, Argon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Acquisition Sub”), and Metaldyne Corporation, a Delaware corporation (“Mercury”), have entered into an amended and restated agreement and plan of merger dated as of the date of this Agreement (the “Merger Agreement”), whereby Acquisition Sub will be merged with and into Mercury, with Mercury as the surviving corporation, and Mercury will become a wholly-owned subsidiary of the Company (the “Merger”);

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the Purchasers’ willingness to enter into this Agreement, RHJ International S.A. (“RHJI”) has executed and delivered to the Purchasers’ Representative an amended and restated voting agreement (the “Company Voting Agreement”) dated as of the date of this Agreement in the form attached hereto as Exhibit A;

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the Purchasers’ willingness to enter into this Agreement, RHJI and the Purchasers have entered into an amended and restated agreement in the form attached hereto as Exhibit B (the “Stockholders Agreement”) dated as of the date of this Agreement, to be effective as of the Closing, whereby the Purchasers and RHJI agree to certain matters with respect to the Company;

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to Purchasers’ willingness to enter into this Agreement, the Company and each of the holders of (i) the Series A Mercury Preferred Stock, (ii) the Series A-1 Mercury Preferred Stock, and (iii) the Series B Mercury Preferred Stock

(together, the “Mercury Preferred Stock”) have entered into an amended and restated agreement (each, an “Other Stock Purchase Agreement”) dated as of the date of this Agreement whereby holders of the Mercury Preferred Stock shall acquire for cash newly issued shares of convertible preferred stock of the Company (the “Company Class C Preferred Stock”) or, in the case of Series B Mercury Preferred Stock, newly issued shares of common stock of the Company, using the Merger Consideration (as defined in the Merger Agreement) received by such holders as consideration for such preferred stock (each, an “Other Stock Acquisition”);

WHEREAS each Purchaser understands and agrees that it is receiving in the Merger less consideration per share of Mercury common stock than the other holders of such shares that are not Purchasers; and

WHEREAS the Company and each Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition (as defined in Section 1.01) and also to prescribe various conditions to the Acquisition;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Purchase and Sale of Shares; Dollar/Yen Exchange

SECTION 1.01. Purchase and Sale of the Shares. (a) On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.01), the Company shall issue, sell, transfer and deliver to each Purchaser, and each Purchaser shall subscribe for and purchase from the Company, the Shares allocated to each Purchaser as set forth on Schedule I hereto for a purchase price per share equal to ¥206 (the “Purchase Price”), payable in Japanese yen as set forth below in Section 2.02. The issuance, purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”. The Acquisition and the other transactions contemplated by this Agreement and the other Transaction Agreements are referred to in this Agreement collectively as the “Transactions”.

(b)  If there is an adjustment to the aggregate amount of the Merger Consideration (as defined in Merger Agreement) pursuant to Section 2.01(c)(ii) of the Merger Agreement, then the total number of Shares and number of Shares allocated to each Purchaser pursuant to Schedule I shall be adjusted appropriately to reflect the reduction in the Merger Consideration received by each Purchaser. In no event shall (i) the Purchase Price be affected, (ii) any Purchaser be allocated a number of whole Shares resulting in such Purchaser owing an aggregate Purchase Price under Section 1.01(a) greater than the aggregate PCS Common Merger Consideration (as

2

defined in the Merger Agreement) to which such Purchaser is entitled under the Merger Agreement and (iii) any Purchaser be entitled to purchase fractional Shares.

SECTION 1.02. Dollar/Yen Exchange. On the terms and subject to the conditions of this Agreement, each Purchaser agrees that, in lieu of being paid the Merger Consideration (as defined in the Merger Agreement) to which it is entitled under the Merger Agreement in U.S. dollars, it will accept such Merger Consideration converted into Japanese yen at an exchange rate of ¥117.205 per U.S. dollar (the “Exchange Rate”). Prior to the Effective Time (as defined in the Merger Agreement), the Company shall deposit with the PCS Paying Agent (as defined in the Merger Agreement) the aggregate amount of the Merger Consideration, in yen determined at the Exchange Rate, due to the Purchasers under the Merger Agreement.

ARTICLE II

Closing

SECTION 2.01. Closing. The closing (the “Closing”) of the Acquisition  shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019 at the same time during Tokyo business hours that the Merger closing occurs, on the second business day following the satisfaction (or, to the extent permitted, waiver by all parties) of the conditions set forth in Section 7.01, or, if on such day any condition set forth in Section 7.02 or 7.03 has not been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), as soon as practicable after all the conditions set forth in Article VII have been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), or at such other place, time and date as shall be agreed in writing between the Company and the Purchasers’ Representative. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

SECTION 2.02. Transactions to Be Effected at the Closing. (a)  As soon as commercially practicable after the Closing, the Company shall deliver to each Purchaser certificates representing such Purchaser’s Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed; and

(b)  At the Closing, each Purchaser shall deliver to the PCS Paying Agent the Certificate or Certificates (as defined in the Merger Agreement) representing the shares of common stock of Mercury held of record by such Purchaser, in accordance with the Merger Agreement and the instructions provided in the letter of transmittal provided to the Purchasers by the PCS Paying Agent (or a duly executed undertaking as required by the letter of transmittal if a Purchaser no longer holds physical certificates), and, upon

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such delivery, shall instruct the PCS Paying Agent to deliver, from the Merger Consideration represented by such Certificate or Certificates, to the Company payment, to a bank account designated in writing by the Company (such designation to be made at least two business days prior to the Closing Date), of immediately available funds in an amount of Japanese yen equal to the Purchase Price multiplied by the number of Shares allocated to such Purchaser as set forth on Schedule I.

ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to the Purchasers that, except as set forth in the letter, dated as of the date of this Agreement, from the Company to the Purchasers’ Representative (the “Company Disclosure Letter”):

SECTION 3.01. Organization, Standing and Power. Each of the Company and each of its subsidiaries, including such entities organized under the laws of non-Japanese jurisdictions (the “Company Subsidiaries”), is duly organized, validly existing and in good standing (where such concept is applicable) under the laws of the jurisdiction in which it is organized and has full corporate power and authority, except, in the case of the Company Subsidiaries that are not Significant Company Subsidiaries (as defined below), where the failure to be duly organized, validly existing and in good standing, individually or in the aggregate, has not had and would not be reasonably likely to have a material adverse effect on the Company (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary or the failure to so qualify has had or would be reasonably likely to have a Company Material Adverse Effect. The Company has made available to Purchasers’ Representative true and complete copies of the articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”).

SECTION 3.02. Company Subsidiaries; Equity Interests. (a)  Section 3.02(a) of the Company Disclosure Letter lists each Significant Company Subsidiary (as defined below) and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are, as of the date of this Agreement, owned by the Company, by one or more Company Subsidiaries or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, rights of first refusal, options, restrictions (other than restrictions imposed under applicable Law), leases, licenses, easements, encumbrances and security interests of any kind or

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nature whatsoever (collectively, “Liens”). The Company has made available to the Purchasers’ Representative true and complete copies of the articles of incorporation and by-laws, or comparable charter and organizational documents, of each Significant Subsidiary, in each case amended through the date of this Agreement. For purposes of this Agreement, a “Significant Company Subsidiary” means any subsidiary of the Company that constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the United States Securities and Exchange Commission (the “U.S. SEC”).

(b)  Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest with a fair market value in excess of U.S. $1 million in any person.

SECTION 3.03. Capital Structure; the Shares. (a)  The authorized number of shares of each class of capital stock of the Company consists of 358,412,200 shares of Company Common Stock, 28,572,000 shares of Company Preferred Class A Stock (“Company Class A Preferred Stock”) and 80,000,000 shares of Company Preferred Class B Stock (“Company Class B Preferred Stock” and, together with the Company Class A Preferred Stock, the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). The total authorized number of shares of Capital Stock of the Company is 397,510,516 shares. As of the date of this Agreement, (i) 60,320,132 shares of Company Common Stock and 28,572,000 shares of Company Class A Preferred Stock and 10,526,316 shares of Company Class B Preferred Stock were issued and outstanding,  (ii) 90,294 shares of Company Common Stock were held by the Company in its treasury and (iii) 5,217,882 shares of Company Common Stock were subject to outstanding options to purchase Company Common Stock (“Company Stock Options”). Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, there were outstanding Company Stock Options to purchase 2,429,558 shares of Company Common Stock with exercise prices on a per share basis lower than ¥220 and the weighted average exercise price of such Company Stock Options was equal to ¥204.8 per share. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Japanese Corporation Law (“JCL”), the Company Charter or any Contract (as defined in Section 3.05) to which the Company

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is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth above and except for the Equity Commitment (as defined below), there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Common Stock. There are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.

(b)  With respect to each of the several Purchasers, assuming such Purchaser has the requisite power and authority to be the lawful owner of the Shares set forth on Schedule I hereto opposite the name of such Purchaser, upon payment of the Purchase Price by such Purchaser at the Closing, such Shares will be duly authorized, validly issued, fully paid and non-assessable, and, subject to the terms of the Stockholders Agreement, free and clear of any Liens, other than those arising from acts of such Purchaser or its affiliates, and free and clear of any restrictive or other legend. Other than this Agreement and the Stockholders Agreement, such Shares will not be subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Shares. Upon issuance of the Shares, (i) the Shares will have been duly registered under the requirements of the SEL, (ii) an application for the listing thereof will have been duly filed with the TSE and (iii) subject to the terms of the Stockholders Agreement and to TSE reporting requirements, the Shares may be transferred by each Purchaser without the requirement of further registration thereof under the requirements of the SEL or the TSE, other than as a result of acts of such Purchaser.

(c)  As of the date of this Agreement, the TSE (as defined in Section 3.05(b)) has acknowledged the Transactions, has indicated (orally or in writing) to the Company (or its representatives) that the consummation of the Transactions will not result in a proceeding by the TSE to delist the Company Common Stock from the TSE and the Company has not been notified (and none of the directors of the Company has

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been notified) that the TSE has commenced or intends to commence a proceeding to delist the Shares from the TSE as a result of the Transactions.

SECTION 3.04. Authority; Execution and Delivery; Enforceability. (a)  The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by the Company of this Agreement and each of the Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the issuance of the Company Class C Preferred Stock, to receipt of the Company Stockholder Approval (as defined below). The Company has duly executed and delivered this Agreement, and each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b)  The board of directors of the Company (the “Company Board”), at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (ii) determining that the terms of the Acquisition and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iii) approving the amendment of the Company Charter to authorize the Company Class C Preferred Stock (the “Company Charter Amendment”) and (iv) recommending that the Company’s stockholders approve the Company Charter Amendment.

(c)  The only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Company Board to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of

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the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholders Meetings (as defined in Section 6.01(b)) (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate any Transaction other than the Company Charter Amendment and the matters referred to in this Section 3.04(c).

SECTION 3.05. No Conflicts; Consents. (a)  The execution and delivery by the Company of this Agreement and each Transaction Agreement to which it is a party do not and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter or the comparable charter or organizational documents of any Significant Company Subsidiary, (ii) subject to effectiveness of the Company Facility Amendments (as defined in Section 3.20) as contemplated by the Company Consent Letter (as defined in Section 3.20), any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any material judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(a) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any national, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to the

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Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party and the consummation of the Transactions to which it is a party, other than (i) compliance with and filings under (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) Japanese Anti-Monopoly Law (Law No. 54 of 1947, as amended) (the “Japanese Anti-Monopoly Law”), (C) other Antitrust Laws (as defined in Section 6.03(c)), (D) the Foreign Exchange and Foreign Trade Law of Japan (Law No. 228 of 1949, as amended) (the “FEL”), (E) the rules and regulations of the Tokyo Stock Exchange (“TSE”), (F) the JCL and (G) the Japanese Commercial Registration Law (Law No. 125 of 1963, as amended) (the “CRL”), (ii) the filing with the U.S. SEC of (A) an information statement with respect to the Merger (such information statement, including all information required to be included therein by Rule 13e-3 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as such information statement is amended from time to time, the “U.S. Information Statement”) and (B) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing with the Kanto Local Finance Bureau or any other local finance bureau (collectively, the “Bureau”) of such registration, reports and other information (such registration, reports and other information, as amended from time to time, the “Information Statement”) as may be required under the Japanese Securities and Exchange Law (Law No. 25 of 1948, as amended) (the “SEL”) in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws (as defined in Section 3.14), (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of any of the Purchasers (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(b) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 3.06. SEL Documents; Undisclosed Liabilities. (a)  The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the Bureau, since March 31, 2006, pursuant to the regulations of the SEL (the “Company SEL Documents”).

(b)  As of its respective date, each Company SEL Document complied in all material respects with the requirements of the SEL, as the case may be, and the rules and regulations under the SEL applicable to such Company SEL Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to

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be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEL Documents comply as of their respective dates as to form in all material respects with applicable accounting requirements and the published rules and regulations under the SEL with respect thereto, have been prepared in accordance with Japanese generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments and lack of footnote disclosure as permitted under the SEL.

(c)  Except as set forth in the most recent audited consolidated balance sheet of the Company (including the notes thereto) included in the Filed Company SEL Documents (as defined in Section 3.08), and except for liabilities and obligations incurred in the ordinary course of business since the date of such balance sheet, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect.

(d)  The effectiveness of any additional disclosure requirement or applicable accounting rule, consensus or pronouncement that has been formally proposed or adopted by the FSA (as defined in Section 6.01), any Japanese financial accounting standards board or any similar body but that is not yet in effect, is not reasonably likely to lead to any material change in the Company’s disclosures as set forth in the Filed Company SEL Documents.

(e)  None of the Company Subsidiaries is, or has at any time since March 31, 2006, been, subject to (separately from the Company) the reporting requirements under the SEL.

SECTION 3.07. Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Information Statement or any other document required to be filed by the Company with the Bureau relating to the Transactions, including the Acquisition (the “Company Disclosure Documents”) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company Disclosure Documents will comply as to form in all material respects with the requirements of the SEL and the rules and regulations thereunder, except that no representation is made by the Company with

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respect to statements made or incorporated by reference therein or omitted therefrom based on information supplied by the Purchasers’ Representative or any Purchaser in writing for inclusion or incorporation by reference therein.

SECTION 3.08. Absence of Certain Changes or Events. (a)  From the date of the most recent audited financial statements included in the Company SEL Documents filed and publicly available prior to the date of this Agreement (the “Filed Company SEL Documents”) to the date of this Agreement, the Company has conducted its business only in the ordinary course, and during such period there has not been:

(i) any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect;

(ii) any declaration, setting aside, allotment or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Stock or any repurchase for value by the Company of any Company Common Stock;

(iii) any split, combination or reclassification of any Company Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock;

(iv) (A) any grant by the Company or any Company Subsidiary to any current director or officer of the Company or to any other employee or independent contractor of the Company or any Company Subsidiary reasonably likely to earn annual base compensation and bonuses in 2006 of $200,000 or more (any such current director or officer of the Company or other employee or independent contractor, a “Covered Participant”) of any loan or any increase in any type of compensation, benefits, perquisites or bonus or award opportunity, except for grants of normal cash bonus opportunities, normal increases of cash compensation and increases in fringe or other benefits that are not material, in each case in the ordinary course of business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (B) any grant by the Company or any Company Subsidiary to any Covered Participant of any severance, change in control, termination or similar compensation or benefits or increases therein, or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (C) any action by the Company or any Company Subsidiary to fund or in any other way secure the payment of a material amount of compensation or benefits under any Company

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Benefit Plan (as defined in Section 3.10(a)) or Company Benefit Agreement (as defined in Section 3.10(b)) or (D) any entry by the Company or any Company Subsidiary into, or any amendment of, any Company Benefit Agreement with any Covered Participant;

(v) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect;

(vi) any change in accounting methods, principles or practices by the Company or any Company Subsidiary materially affecting the consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP or applicable Law;

(vii) any material elections with respect to Taxes (as defined in Section 3.09) by the Company or any Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax liability or refund;

(viii) any material revaluation by the Company or any Company Subsidiary of any of the material assets of the Company or any Company Subsidiary, except insofar as may have been required by applicable Law; or

(ix) any action by the Company or any Company Subsidiary which, if taken after the date hereof, would constitute a breach of any provisions of Section 5.01(a)(ii), (iv) or (vi) or any authorization, consent or agreement by the Company or any Company Subsidiary to take any of the actions prohibited by the foregoing provisions of Section 5.01(a).

SECTION 3.09. Taxes. (a)  The Company, and each Company Subsidiary, has duly and timely filed, or has caused to be timely filed on its behalf, all material Tax Returns required to be filed by it. All such Tax Returns were true, correct and complete in all material respects. All material Taxes owed (whether or not shown on any Tax Return) have been timely paid in full. To the Company’s knowledge, no claim has been made in writing during the three year period ending on the Closing Date by an authority in a jurisdiction where the Company, or any Company Subsidiary, does not file Tax Returns that the Company, or any Company Subsidiary, is or may be subject to taxation by that jurisdiction. There are no liens with respect to Taxes upon any asset of the Company, or any Company Subsidiary, other than liens for Taxes not yet due and payable.

(b)  The Company, and each Company Subsidiary, has deducted, withheld and timely paid to the appropriate governmental authority all material Taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and the

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Company, and each Company Subsidiary, has complied with all material reporting and record keeping requirements.

(c)  No dispute, audit, investigation, proceeding or claim concerning any material Tax liability of the Company, or any Company Subsidiary, has been raised by a governmental authority in writing, and to the Company’s knowledge, no such dispute, audit, investigation, proceeding, or claim is pending or being conducted. The Company has provided or made available to the Purchasers’ Representative true, correct and complete copies of all material Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Company or any Company Subsidiary since January 1, 2001.

(d)  The Company, and each Company Subsidiary, has not waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. The Company, and each Company Subsidiary, has not executed any power of attorney with respect to any Tax, other than powers of attorney that are no longer in force. Section 3.09(d) of the Company Disclosure Letter lists all closing agreements, private letter rulings, technical advice memoranda, binding oral agreements, rulings or advice or similar agreements or rulings relating to Taxes that have been entered into or issued by any governmental authority with or in respect of the Company and each Company Subsidiary since January 1, 2001.

(e)  The Company, and each Company Subsidiary, is not a party to any contractual obligation relating to Tax sharing or Tax allocation, other than customary commercial agreements with vendors, lenders, customers and other third parties (such as tax gross-ups in loan agreements or property tax escalation clauses in real estate leases) entered into in the ordinary course of business. The Company, and each Company Subsidiary, does not have any material liability for the Taxes of any person under any provision of national, local or foreign law, as a transferee or successor or by contract.

(f)  The Company, and each Company Subsidiary, will not be required to include any amount in taxable income or exclude any item of deduction or loss from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (a) any “closing agreement” as described in any provision of national, state, local or foreign income Tax law executed on or prior to the Closing Date, (b) any deferred intercompany gain or excess loss account described in any provision or administrative rule of national, local or foreign law, (c) any installment sale or open transaction disposition made on or prior to the Closing Date, or (d) any prepaid amount received on or prior to the Closing Date.

(g)  For purposes of this Agreement:

“Tax” or “Taxes” means (i) any and all national, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise,

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profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor or by contract.

“Tax Return” or “Return” means all national, local and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

SECTION 3.10. Absence of Changes in Benefit Plans. (a)  From the date of the most recent audited financial statements included in the Filed Company SEL Documents to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material respect, any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, equity compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time off, perquisite, fringe benefit, vacation, unemployment insurance, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical or other welfare benefit or other employee benefit plan, program, policy or arrangement, whether oral or written, funded or unfunded, sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to by the Company or any Company Subsidiary or any other person or entity that, together with the Company or any Company Subsidiary, is treated as a single employer under any applicable Law (each, a “Commonly Controlled Entity”), in each case providing benefits to any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary (each, a “Participant”) and whether or not subject to Japanese law (all such plans, programs and arrangements, including any such plan, program or arrangement entered into or adopted on or after the date of this Agreement, “Company Benefit Plans”) or has made any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11(a)), or any material change in the manner in which contributions to any such Company Pension Plan are made or the basis on which such contributions are determined.

(b)  As of the date of this Agreement, there is not any material (i) employment, deferred compensation, severance, change in control, termination,

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employee benefit, loan, indemnification, retention, equity compensation, bonus, award, consulting or similar agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other hand, (ii) agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of transactions involving the Company or any Company Subsidiary of the nature contemplated by this Agreement or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under clauses (i), (ii) and (iii), collectively, “Company Benefit Agreements”).

(c)  To the Company’s knowledge, the exercise price of each Company Stock Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option.

SECTION 3.11. Benefit Plans. (a)  Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA (a “Company Pension Plan”), or “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), whether or not subject to ERISA, and all other material Company Benefit Plans. The Company has delivered or made available to Purchasers’ Representative complete and correct copies of (i) each such Company Benefit Plan and each material Company Benefit Agreement (or, in the case of any such Company Benefit Plan or material Company Benefit Agreement that is unwritten, a written description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence required to be filed with or delivered to any Governmental Entity, with respect to each material Company Benefit Plan , (iii) the most recent summary plan description for each material Company Benefit Plan for which a summary plan description is required under applicable Law, and any summary of material modifications prepared for each material Company Benefit Plan, (iv) each trust agreement and group annuity or insurance contract and other documents relating to the funding or payment of benefits under any material Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable Tax treatment for which such a letter has been obtained, as well as a true, correct and complete copy of each pending application therefor, if applicable, and (vi) the two most recent actuarial valuations for each material Company Benefit Plan for which actuarial valuations have been obtained. Section 3.11(a) of the Company Disclosure Letter sets forth the forecasted obligation amount as of December 31, 2005, as determined by GAAP, for each Company Benefit Plan. Proper provision or reserve for the Company Benefit Plans and for all private pension payments reasonably likely to be

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required to be made by the Company has been made for accounting purposes under GAAP.

(b)  (i) Each Company Benefit Plan has been administered in compliance with its terms, and (ii) each Company Benefit Plan (and the Company and the Company Subsidiaries with respect to such plans) is in compliance with applicable Law and the terms of any applicable collective bargaining agreements, except for such instances of noncompliance with either plan terms or Laws that, individually or in the aggregate, have not had and would not reasonably be likely to have a Company Material Adverse Effect.

(c)  Each Company Benefit Plan required to have been approved by any non-U.S. Governmental Entity (or permitted to have been approved to obtain any beneficial tax or other status) has been so approved; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval that could reasonably be expected to affect any such approval, except for such failures to approve, revocations of approval and events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(d)  None of the Company, any Company Subsidiary, any employee of the Company or any Company Subsidiary, any of the Company Benefit Plans, including the Company Pension Plans and, to the knowledge of the Company, any trusts created under any of the Company Benefit Plans or any trustee, administrator or other fiduciary of any Company Benefit Plan or trust created thereunder and any agent of the foregoing, has engaged in a “prohibited transaction” under applicable Law or any other breach of fiduciary responsibility that could subject the Company, any Company Subsidiary, any such employee or any of the Company Benefit Plans, or, to the knowledge of the Company, any such trust, trustee, administrator or other fiduciary, to Tax or penalty on prohibited transactions imposed under applicable Law or any other liability for breach of fiduciary duty under any applicable Law, except for such prohibited transactions and other breaches of fiduciary responsibility that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(e)  With respect to any Company Benefit Plan that is an employee welfare benefit plan, whether or not subject to ERISA, no such Company Benefit Plan provides benefits after termination of employment, except where the cost thereof is borne entirely by the former employee (or his or her eligible dependents or beneficiaries).

(f)  No Participant will be entitled to (i)(A) any severance, separation, change of control, termination, bonus or other additional compensation or benefits, or (B) any acceleration of the time of payment or vesting of any compensation or benefits, including the accelerated vesting of Company Stock Options held by such Participant, or the forgiveness of indebtedness owed by such Participant, in each case as a result of any of the Transactions (alone or in combination with any other event) or in connection with the termination of such Participant’s employment on or after the Effective Time or

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(ii) any compensation or benefits related to or contingent upon, or the value of which will be calculated on the basis of, any of the Transactions (alone or in combination with any other event). The execution and delivery of this Agreement and the consummation of the Transactions (alone or in combination with any other event) and compliance by the Company with the provisions hereof do not and will not require the funding (whether through a grantor trust or otherwise) of any Company Benefit Plan, Company Benefit Agreement or any other employment arrangement and will not limit the Company’s ability to amend, modify or terminate any Company Benefit Plan or Company Benefit Agreement.

(g)  Since January 1, 2003, and through the date of this Agreement, neither the Company nor any Company Subsidiary has received notice of, and, to the knowledge of the Company, there are no (i) pending termination proceedings or other suits, claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), actions or proceedings against, or involving or asserting any rights or claims to benefits under, any Company Benefit Plan or Company Benefit Agreement or (ii) pending investigations (other than routine inquiries) by any Governmental Entity with respect to any Company Benefit Plan or Company Benefit Agreement, except for such proceedings, suits, claims, actions and investigations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(h)  Neither the Company nor any Company Subsidiary has any liability or obligations, including under or on account of a Company Benefit Plan or Company Benefit Agreement, arising out of the hiring of persons to provide services to the Company or any Company Subsidiary and treating such persons as consultants or independent contractors and not as employees of the Company or any Company Subsidiary, except for any such liability and obligations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(i)  None of the employees of the Company or any Company Subsidiary is a member of, represented by or otherwise subject to any (i) labor union, works council or similar organization or (ii) collective bargaining agreement, industry-wide collective bargaining agreement or any similar collective agreement, in each case with respect to such employee’s employment by the Company or any Company Subsidiary, and the Company and the Company Subsidiaries do not have any obligation (including to inform or consult with any such employees or their representatives in respect of the Transactions) with respect to any such organization or agreement. Each of the Company and the Company Subsidiaries is in compliance with all applicable Laws and orders with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers compensation, and is not engaged in any unfair labor practice, except for such failures to

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comply and unfair labor practices that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. There is no unfair labor practice charge or complaint against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened before the competent Labor Standards Supervision Office (“Roudou Kijun Kantoku Sho”), the competent Committee on Labor Affairs (“Roudou I-inkai”) or any comparable Governmental Entity that has had or would be reasonably likely to have a Company Material Adverse Effect. Since December 31, 2003, there has been no, and there currently is no, labor strike, material dispute, request for representation, union organization attempt, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. No grievance or arbitration proceeding arising out of a collective bargaining agreement is pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.12. Litigation. (a)  As of the date of this Agreement, there is no claim, demand, suit, action or proceeding pending or, to the knowledge of the Company, threatened in writing against or affecting the Company or any Company Subsidiary that involves an amount in controversy in excess of $1.0 million, seeks material injunctive relief or would be reasonably likely to have a Company Material Adverse Effect, if resolved in accordance with the plaintiff’s demands.

(b)  There is no suit, action or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary nor is there any judgment outstanding against the Company or any Company Subsidiary that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.13. Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities

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(collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

SECTION 3.14. Environmental Matters. Except for such matters that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect:

(a)  The Company and each of the Company Subsidiaries are in compliance with all Environmental Laws (as defined below).

(b)  Since July 31, 2003, neither the Company nor any of the Company Subsidiaries has received any written communication that alleges that the Company or any of its subsidiaries is in violation of or has liability under any Environmental Law or written request for information pursuant to any Environmental Law.

(c)  (i) The Company and each of the Company Subsidiaries have obtained and are in compliance with all Permits pursuant to Environmental Law (collectively “Environmental Permits”) necessary for their operations as presently conducted and (ii) all such Environmental Permits are valid and in good standing.

(d)  There are no Environmental Claims pending or, to the knowledge of the Company, threatened in writing, against the Company or any of the Company Subsidiaries.

(e)  Neither the Company nor any of the Company Subsidiaries has entered into or agreed to, or is otherwise subject to, any Judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Materials (as defined below).

(f)  There has been no treatment, storage or Release (as defined below) of any Hazardous Material that would be reasonably likely to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries or against any person whose liabilities the Company or any of the Company Subsidiaries has retained or assumed either contractually or by operation of law.

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(g)  None of the Company, the Company Subsidiaries or any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law, has manufactured, sold or distributed any products containing asbestos in any form.

(h)  (i) neither the Company nor any of the Company Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that would be reasonably likely to form the basis of any Environmental Claim (as defined below) against the Company or any of the Company Subsidiaries, and (ii) to the knowledge of the Company, no Environmental Claims are pending against any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law.

(i)  Definitions. As used in this Agreement:

(1) “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, directives, claims, liens, Judgments, investigations, proceedings or written notices of noncompliance, violation or potential responsibility alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (x) the presence or Release of, or exposure to, any Hazardous Materials at any location; or (y) the failure to comply with any Environmental Law;

(2) “Environmental Laws” means all applicable national, local and foreign laws, rules, regulations, Judgments, legally binding agreements, standards prescribed by Governmental Entities or Environmental Permits issued, promulgated or entered into by or with any Governmental Entity, relating to pollution or protection or restoration of natural resources or the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata), endangered or threatened species or human health (to the extent relating to exposure to Hazardous Materials);

(3) “Hazardous Materials” means any contaminant, pollutant, waste or other substance which is defined as hazardous or toxic under Environmental Laws, or the release or presence of which is regulated under any Environmental Law; and

(4) “Release” means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air,

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indoor air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

SECTION 3.15. Intellectual Property. The Company or one of the Company Subsidiaries owns, or is validly licensed or otherwise has the right to use, all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights, domain names and other proprietary intellectual property rights and computer programs (collectively, “Intellectual Property Rights”) used in the conduct of the business of the Company and the Company Subsidiaries, except where the failure to own, be validly licensed or have the right to use such Intellectual Property Rights, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. No claims are pending or, to the knowledge of the Company, threatened in writing that the Company or any Company Subsidiary is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right, except for any such claims that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. To the knowledge of the Company, no person is infringing the rights of the Company or any Company Subsidiary with respect to any Intellectual Property Right, except for such infringements that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.16. Contracts. (a)  None of the Company, any of the Company Subsidiaries or, to the knowledge of the Company, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that, individually or in the aggregate, have not resulted and would not be reasonably likely to result in a Company Material Adverse Effect. A “Company Material Contract” means any contract to which the Company or any Company Subsidiary is a party that provides for payment or series of payments or performance by a party thereto having an aggregate value exceeding 100 million Japanese yen or equivalent amount of foreign currency therewith per year.

(b)  All Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company or the applicable Company Subsidiary in accordance with their terms, except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. None of the Company and the Company Subsidiaries has received any written notice of the intention of any party to terminate any Company Material Contract. Complete and correct copies of all Company Material Contracts, together with all material modifications and amendments

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thereto, have been made available to the Purchasers’ Representative (either as an exhibit to a Filed SEL Document or otherwise).

SECTION 3.17. Title to Real Properties. (a)  Each of the Company and each Company Subsidiary has good and marketable title to, or valid leasehold interests in, all its real properties free and clear of all Liens, except for such defects in title, easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  Except where the failure to comply, the failure to be in full force and effect or the default has not had and would not be reasonably likely to have a Company Material Adverse Effect, each of the Company and each Company Subsidiary has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, all such leases are in full force and effect and no extant notice of default has been given by either party to such leases, and no event has occurred, which with the giving of notice or the passage of time or both would constitute a default under any of such leases.

SECTION 3.18. Customers and Suppliers. (a)  Since January 1, 2005, there has been no adverse change in the relationship of the Company with any customer of the Company or any Company Subsidiary with annual sales of $15 million or more or any of the 15 largest suppliers to the Company or any Company Subsidiary by annual sales volume (excluding utilities), except for such change that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  To the Knowledge of the Company, there is no material dispute with any customer with annual sales of $15 million or more in connection with any product sold by the Company or any Company Subsidiary to any such customer that has given rise or would be reasonably likely to give rise to a material liability or cost, except for such dispute that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.19. Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Deutsche Bank Securities Inc. and RHJI, the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.20. Financing. (a)  The Company has received and accepted (1) a commitment letter dated November 27, 2006 (the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) relating to the

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commitment of the Lenders to provide the debt financing required by Mercury and its subsidiaries to effect the Refinancing (as defined below) and to pay related fees and expenses of the Transactions, (2) a commitment letter dated November 27, 2006 (the “Company Commitment Letter”), from Aozora Bank, Ltd. (“Aozora”) relating to the commitment of Aozora to provide the bridge financing (the “Bridge Financing”) required by the Company, the Purchasers and the holders of Mercury common stock and holders of Mercury Preferred Stock to consummate the Merger, the Acquisition and the Other Stock Acquisitions, (3) the commitment letter dated November 27, 2006, from Aozora, on behalf of the lenders (the “Company Lenders”) under the Company’s existing credit facility (the “Company Consent Letter”) to enter into a consent agreement confirming the approval by the Company Lenders of certain amendments to the Company’s existing credit facility required thereunder by the Company in connection with the Transactions and Refinancing (the “Company Facility Amendments”) and (4) a commitment letter dated November 27, 2006 (the “Equity Commitment” and, together with the Commitment Letter, the Company Commitment Letter and the Company Consent Letter, the  “Commitments”), between RHJI  and the Company relating to the agreement of RHJI to provide the equity financing to the Company as specified therein (the “RHJI equity financing”). The Company has provided or made available to the Purchasers’ Representative a true, correct and complete copy of each of the Commitments. The financing contemplated by the Commitment Letter, the Company Consent Letter and the Company Commitment Letter is referred to herein as the  “Financing.”

(b)  Subject to its terms and conditions, the Financing, RHJI equity financing and HIP Stock Acquisition, when funded in accordance with the applicable terms and conditions of the Commitment Letter, Company Consent Letter, Company Commitment Letter, Equity Commitment and HIP Stock Purchase Agreement, will provide Acquisition Sub with funds at the Effective Time sufficient to (i) consummate the Merger, (ii) finance the Consent Solicitations (as defined in the Merger Agreement), (iii) refinance the existing indebtedness of Mercury and its subsidiaries described in the Commitment Letter (the “Refinancing”), (iv) provide the Bridge Financing and (v) pay related fees and expenses of the Transactions.

ARTICLE IV

Representations and Warranties of Purchasers

Each Purchaser, severally and not jointly, represents and warrants to the Company with respect to itself (and not with respect to any other Purchaser) that:

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SECTION 4.01. Organization, Standing and Power. (a)  Such Purchaser (to the extent that it is not an individual) is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to conduct its businesses as presently conducted.

SECTION 4.02. Accredited Investor; Private Offering. (a)  Such Purchaser is (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) a “qualified purchaser” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and (iii) in the case of a Purchaser that is an entity other than an individual, is not an “investment company” as defined in Section 3 of the Investment Company Act, and meets at least one category and has indicated all categories applicable to it in each of Sections A, B and C of the Accredited Investor Questionnaire attached hereto as Exhibit C.

(b)  Private Offering. The Company Stock purchased by such Purchaser pursuant to this Agreement is being acquired for investment only and not with a view to any public distribution thereof, and each of the Purchasers shall not offer to sell or otherwise dispose of such Company Stock so acquired by it in violation of any of the registration requirements of the Securities Act.

SECTION 4.03. Authority; Execution and Delivery; Enforceability. Such Purchaser has all requisite power and authority and, in the case of a Purchaser that is an individual, capacity, to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by such Purchaser (to the extent that it is not an individual) of this Agreement and each Transaction Agreement to which it is a party and the consummation by it of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of such Purchaser. Such Purchaser has duly executed and delivered this Agreement and each Transaction Agreement to which it is a party, and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the other parties thereto constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.04. No Conflicts; Consents. (a)  The execution and delivery by such Purchaser of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the

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properties or assets of such Purchaser or any of its subsidiaries under, any provision of (i) the charter or organizational documents of such Purchaser (to the extent that it is not an individual) or such Purchaser’s subsidiaries, (ii) any material Contract to which such Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to such Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have, a material adverse effect on such Purchaser (with respect to any Purchaser, a “Purchaser Material Adverse Effect”) (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No Consent of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to such Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party or the consummation of the Transactions to which such Purchaser is a party, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the U.S. SEC of (A) the U.S. Information Statement and (B) such reports under the Exchange Act as may be required in connection with the Merger Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (iii) the filing with the Bureau of the Information Statement as may be required under the SEL in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 4.05. Information Supplied. None of the information supplied or to be supplied by such Purchaser with respect to such Purchaser for inclusion or incorporation by reference in the Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be

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stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

SECTION 4.06. Brokers. No broker, investment banker, financial advisor or other person, other than Lazard Freres & Co. LLC, the fees and expenses of which will be paid by Mercury, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of such Purchaser.

ARTICLE V

Covenants Relating to Conduct of Business

SECTION 5.01. Conduct of Business. (a)  Conduct of Business by the Company. Except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of the Purchasers’ Representative:

(i) (A) declare, set aside, allot or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(ii) issue, deliver, sell or grant (A) any shares of its capital stock, (B) any Voting Company Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Company Debt, voting securities or convertible or

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exchangeable securities or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights, restricted stock units or stock-based performance units, other than the issuance of the Company Common Stock and Company Preferred Stock issued in connection with the Transactions (including to RHJI) pursuant to the Equity Commitment and the issuance of Company Common Stock upon the exercise of Company Stock Options  outstanding on the date of this Agreement and in accordance with their present terms;

(iii) amend its articles of incorporation, by-laws or other comparable charter or organizational documents, other than the Company Charter Amendment;

(iv) acquire or agree to acquire or transfer or agree to transfer by merging or consolidating with, or by corporate separation, stock-for-stock exchange, stock transfer, business assignment or receiving assignment of business or by purchasing a substantial equity interest in or substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof that would be material to the Company and the Company Subsidiaries, taken as a whole;

(v) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP;

(vi) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Company Subsidiary, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice, the Bridge Financing and such other long term indebtedness, guarantees, debt securities or other agreements or arrangements that would not be reasonably likely to have a Company Material Adverse Effect;

(vii) make or change any material Tax election; or

(viii) authorize any of, or commit or agree to take any of, the foregoing actions.

(b)  Advice of Changes. The Company shall promptly advise Purchasers’ Representative orally and in writing of any change or event that has or could be reasonably likely to have a Company Material Adverse Effect.

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(c)  Periodic Reports. In connection with the continuing operation of the business of the Company and the Company Subsidiaries between the date of this Agreement and the Closing and to the extent permitted by Antitrust Laws (as defined in Section 6.02(c)), the Company shall use commercially reasonable efforts to report in good faith on a regular basis to the representatives of the Purchasers’ Representative to report material operational developments and the general status of ongoing operations pursuant to procedures reasonably requested in writing by the Purchasers’ Representative; provided that the consultation required by this Section 5.01(d) shall be conducted in a manner so as not to disrupt in any material respect the business of the Company and the Company Subsidiaries; provided further that the Company and the Company Subsidiaries shall not report to the Purchaser’s Representative or its representatives any non-public information related to output, pricing or any other competitively-sensitive matter. Each Purchaser acknowledges that it shall not have any approval rights under this Section 5.01(c). The Company acknowledges that any such reports shall not constitute a waiver by any Purchaser of any rights it may have under this Agreement and that no Purchaser shall have any liability or responsibility for any actions of the Company, any Company Subsidiary or any of their respective directors or officers with respect to matters that are the subject of such reports. All information exchanged pursuant to this Section 5.01(c) shall be subject to the Confidentiality Agreement (as defined in Section 6.02). For the avoidance of doubt, the Company shall not be required to provide any information pursuant to this Section 5.01(c) to the extent such information is not required to be provided pursuant to Section 6.02.

SECTION 5.02. No Solicitation. (a)   Prior to the Closing Date, the Company shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall it authorize or permit any officer, director or employee of, or any investment banker, attorney or other advisor or representative (each, a “Representative” and collectively, “Representatives”) of, the Company or any Company Subsidiary to, (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (as defined in Section 5.02(e)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Company Takeover Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative or affiliate of the Company or any Company Subsidiary shall be deemed to be a breach of this Section 5.02(a) by the Company. The Company shall, and shall cause its Representatives to, cease immediately all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, a Company Takeover Proposal.

(b)  Prior to the Closing Date, the Company promptly shall advise Purchasers’ Representative orally and in writing of any Company Takeover Proposal or

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any inquiry with respect to or that could reasonably be expected to lead to any Company Takeover Proposal and the identity of the person making any such Company Takeover Proposal or inquiry including any change to the material details of any such Company Takeover Proposal or inquiry. The Company shall (i) keep Purchasers’ Representative fully informed of the status including any change to the material details of any such Company Takeover Proposal or inquiry and (ii) provide to Purchasers’ Representative as soon as practicable after receipt or delivery thereof with copies of all material correspondence and other written material sent or provided to the Company from any third party in connection with any Company Takeover Proposal or sent or provided by the Company to any third party in connection with any Company Takeover Proposal.

(c)  Nothing contained in this Section 5.02 shall prohibit the Company from making any required disclosure to the Company’s stockholders if, in the good faith judgment of the Company Board, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable Law.

(d)  For purposes of this Agreement:

“Company Takeover Proposal” means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 20% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 20% of the equity securities or consolidated total assets of the Company, in each case other than the Transactions and the Equity Commitment and Financing.

ARTICLE VI

Additional Agreements

SECTION 6.01. Preparation of Information Statement. (a)  The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the Bureau the Information Statement to be provided to the Company’s stockholders in preliminary form, and each of the Company and the Purchasers’ Representative shall use its commercially reasonable efforts to respond as promptly as practicable to any comments of the Bureau, or its upper body, the Finance Services Agency (the “FSA”) with respect thereto. The Company shall notify the Purchasers’ Representative promptly of the receipt of any comments from the Bureau, the FSA or their staff and of any request by the Bureau or the FSA or their staff for amendments or supplements to the Information Statement or on any other Company Disclosure Document or for additional information and shall supply the Purchasers’ Representative with copies of all correspondence between the Company or any of its

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representatives, on the one hand, and the Bureau, the FSA or their staff, on the other hand, with respect to the Information Statement or any other Company Disclosure Document. If at any time prior to receipt of the Company Stockholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers’ Representative reasonably objects. The Company shall use its commercially reasonable efforts to cause the Information Statement to be mailed to the Company’s stockholders as promptly as practicable after filing with the Bureau. Notwithstanding the foregoing, prior to filing or mailing the Information Statement or any other Company Disclosure Document (or any amendment or supplement thereto) or responding to any comments of the Bureau and the FSA with respect thereto, the Company (i) shall provide the Purchasers’ Representative an opportunity to review and comment on such document or response and (ii) shall include in such document or response all reasonable comments proposed by Purchasers’ Representative.

(b)  Special Stockholder Meetings. The Company represents and warrants that it has duly called, given notice of, convened and held on November 16, 2006, (i) a meeting of the Company Common Stock stockholders, (ii) a meeting of the Company Class A Preferred Stock stockholders, (iii) a meeting of the Company Class B Preferred Stock stockholders and (iv) a general stockholders meeting of the Company (the “Company Stockholders Meetings”) and has (A) obtained the Company Stockholder Approval and (B) elected as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement, provided that each of which are effective only so long as the Closing occurs on or prior to January 16, 2007; provided further that if the Closing has not occurred on or prior to January 16, 2007, then the Company shall, as soon as practicable following such date, duly call, give notice of, convene and hold additional Company Stockholders Meetings for the purpose of (A) seeking the Company Stockholder Approval and (B) electing as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Company Charter Amendment after the Company Board shall have determined in good faith, after consultation with outside counsel, that the failure to do so would be inconsistent with its obligations under applicable Law.

SECTION 6.02. Access to Information; Confidentiality. The Company shall, and shall cause each of its subsidiaries to, afford to the Purchasers’ Representative and to the Purchasers’ Representative’s officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access

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during normal business hours during the period prior to the Closing (as long as such access is not unreasonably disruptive to the business of the Company or its subsidiaries) to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its subsidiaries to, furnish promptly to the Purchasers’ Representative (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Japanese securities laws and (b) all other information concerning its business, properties and personnel as the Purchasers’ Representative may reasonably request; provided, however, that either party may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, would reasonably be expected to raise antitrust concerns for such party (or any of its affiliates) or (iii) such portions of documents or information that would reasonably be expected to jeopardize any attorney-client privilege or contravene any Law or fiduciary duty (provided that each party shall in good faith seek and implement a reasonable alternative to provide Purchasers’ Representative’s counsel with access to such document or information. All information exchanged pursuant to this Section 6.02 shall be subject to the terms of the confidentiality agreement dated September 29, 2005, between RHJI and Mercury (the “Confidentiality Agreement”) as if each applicable Purchaser was a party thereto with the same obligations thereunder as Mercury.

SECTION 6.03. Commercially Reasonable Efforts; Notification. (a)  Upon the terms and subject to the conditions set forth in this Agreement, each of the Company, RHJI and the Purchasers’ Representative shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other Transactions, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Transaction Agreements. In addition, each Purchaser shall use its commercially reasonable efforts to take, or

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cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisition and any other documents to which such Purchaser is a party delivered in connection with the Acquisition and the Transactions to the extent reasonably applicable to, or required of, such Purchaser. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights or agree to any substantial limitation on its operations or to dispose of any significant asset or collection of assets. Notwithstanding the foregoing, the Company and its Representatives shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b). Subject to applicable Law relating to the exchange of information, the Company and the Purchasers’ Representative and their respective counsel shall have the right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials submitted to, any Governmental Entity in connection with the Acquisition and the other Transactions. The Company and the Purchasers’ Representative shall provide the other party and its counsel with the opportunity to participate in any meeting with any Governmental Entity in respect of any filing, investigation or other inquiry in connection with the Acquisition or the other Transactions.

(b)  Prior to Closing, the Company shall give prompt notice to the Purchasers’ Representative, and the Purchasers’ Representative shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement or any Transaction Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to be a waiver or cure of any such breach or failure to comply or affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or the Transaction Agreements.

(c)  Nothing in Section 6.03(a) shall require any Purchaser to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Acquisition relating to the HSR Act, any Japanese competition Law or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws.

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(d)  Nothing in this Section 6.03 shall require the Purchasers’ Representative to (i) consent to any action or omission by the Company that would be inconsistent with Section 5.01 absent such consent or (ii) agree to amend or waive any provision of this Agreement.

SECTION 6.04. Fees and Expenses. All fees and expenses incurred in connection with the Acquisition and the other Transactions shall be paid by the party incurring such fees or expenses, whether or not the Acquisition is consummated.

SECTION 6.05. Public Announcements. The Purchasers’ Representative, on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Acquisition and the other Transactions and none of the Purchasers or the Company shall issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

SECTION 6.06. Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Acquisition shall be paid by the Company, and the Purchasers shall reasonably cooperate with the Company in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.

ARTICLE VII

Conditions Precedent

SECTION 7.01. Conditions to Each Party’s Obligation To Effect The Acquisition. The respective obligation of each party to effect the Acquisition is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)  Company Stockholder Approval. The Company shall have obtained the Company Stockholder Approval.

(b)  Antitrust. Any waiting period (and any extension thereof) applicable to the Acquisition under the Japanese Anti-Monopoly Law shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign Antitrust Law of any country, the absence of which would prohibit the consummation of the Acquisition or would be reasonably likely to have a Company Material Adverse Effect, shall have

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been obtained or made; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to obtain or make such consents, approvals and filings.

(c)  No Injunctions or Restraints. No temporary judgment issued by any court of competent jurisdiction or other law preventing the consummation of the Acquisition shall be in effect; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such judgment that may be entered.

(d)  Merger Agreement. The Company, Acquisition Sub and Mercury shall have consummated the transactions contemplated by the Merger Agreement without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(e)  Other Stock Purchase Agreements. The transactions contemplated by each of the Other Stock Purchase Agreements shall have been consummated without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(f)  Stockholders Agreement. The Stockholders Agreement shall have become effective and remain in full force and effect.

(g)  Japanese Regulatory. Any waiting periods (and any extensions thereof) applicable to the Acquisition under the FEL, SEL and JCL shall have been terminated or shall have expired.

(h)  Financing. The Company and Acquisition Sub shall have obtained the proceeds contemplated by the Financing or the Alternative Financing (as defined in the Merger Agreement) and the proceeds of the Equity Commitment; provided, however, that prior to asserting this condition, the applicable party shall have complied in all material respects with its respective obligations under Section 6.11 of the Merger Agreement.

(i)  Approval for Listing. The Shares shall have been approved for listing on the TSE and the next business day following the Closing shall be listed thereon; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to obtain such approval and listing.

(j)  Appointment of Directors. The persons designated as directors in accordance with Section 2(e) of the Stockholders Agreement shall have been elected to the Company Board.

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SECTION 7.02. Conditions to Obligations of Purchasers. The obligations of each Purchaser to effect the Acquisition are further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of the Company in this Agreement (other than those set forth in Sections 3.01, 3.03 and 3.04) shall be true and correct, as of the date of this Agreement and as of the Closing Date  as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date), other than for such failures to be true and correct that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (it being agreed that for purposes of determining whether such representations and warranties shall be true and correct and applying the foregoing Company Material Adverse Effect qualifier, all such representations and warranties that already are qualified by reference to a Company Material Adverse Effect or other materiality qualifier shall be deemed to be not so qualified). The representations and warranties of the Company set forth in Sections 3.01, 3.03 and 3.04 that are qualified by a Company Material Adverse Effect or other materiality qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date). The Purchasers’ Representative shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(b)  Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Purchasers’ Representative shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(c)  Absence of Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 7.03. Condition to Obligation of the Company. The obligation of the Company to effect the Acquisition is further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of each Purchaser in this Agreement shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing

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Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date) and the Company shall have received a certificate signed on behalf of such Purchaser to such effect.

(b)  Performance of Obligations of Purchasers. Each Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of such Purchaser to such effect.

(c)  Company Lender Consent. The Company Facility Amendments shall have become effective on the terms and conditions contemplated in the Company Consent Letter.

ARTICLE VIII

Termination, Amendment and Waiver

SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Company and the Purchasers’ Representative;

(b) by either the Company or the Purchasers’ Representative:

(i) if the Acquisition is not consummated on or before March 15, 2007 (the “Outside Date”), unless the failure to consummate the Acquisition is the result of a willful and material breach of this Agreement by the party seeking to terminate this Agreement; provided, however, that the passage of such period shall be tolled for any part thereof during which any party shall be subject to a nonfinal order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Acquisition;

(ii) if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Acquisition and such order, decree, ruling or other action shall have become final and nonappealable;

(iii) if, upon the votes thereon at the duly held first round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained and, upon the votes thereon

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at the duly held second round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained; or

(iv) if the Merger Agreement is terminated in accordance with its terms;

(c) by the Purchasers’ Representative, if the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in any Transaction Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.02(a) or 7.02(b), and (B) cannot be or has not been cured by the Outside Date (provided that no Purchaser is then in willful and material breach of any representation, warranty or covenant contained in this Agreement); or

(d) by the Company, if any Purchaser breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.03(a) or 7.03(b), and (ii) cannot be or has not been cured by the Outside Date (provided that the Company is not then in willful and material breach of any representation, warranty or covenant contained in this Agreement).

SECTION 8.02. Effect of Termination. In the event of termination of this Agreement by either the Company or the Purchasers’ Representative as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or any Purchaser, other than Section 3.19, Section 4.06, the last sentence of Section 6.02, Section 6.04, this Section 8.02 and Article IX, which provisions shall survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any representation, warranty or covenant set forth in this Agreement, in which case the aggrieved party shall be entitled to all remedies available at law or in equity.

SECTION 8.03. Amendment. This Agreement may not be amended except by an instrument in writing signed by the Company and the Purchasers’ Representative on behalf of the Purchasers; provided, however, notwithstanding anything to the contrary in this Agreement, no amendment or change to (i) any representation and warranty in this agreement that is adverse to the Purchasers may be made without the approval of each Purchaser, (ii) the existing liabilities or obligations of any Purchaser under this Agreement that is adverse to such Purchaser may be made without the approval of such Purchaser or (iii) provide any additional benefit or right to (A) Metaldyne Investment Fund I, LLC, Heartland Industrial Partners, L.P., (B) Metaldyne Investment Fund II, LLC, Heartland Industrial Partners, L.P., (C) HIP Side-by-Side Partners, L.P. or (D) RHJI under this Agreement (other than as provided as of the date hereof) may be made without the approval of each Purchaser.

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SECTION 8.04. Extension; Waiver. At any time prior to the Closing, the Company and the Purchasers’ Representative may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement; provided, however, notwithstanding anything to the contrary in this Agreement, no extension or waiver (i) with respect to the existing liabilities or obligations of any Purchaser under this Agreement that is adverse to such Purchaser may be made without the approval of such Purchaser or (ii) that provides any additional benefit or right to (A) Metaldyne Investment Fund I, LLC, Heartland Industrial Partners, L.P., (B) Metaldyne Investment Fund II, LLC, Heartland Industrial Partners, L.P., (C) HIP Side-by-Side Partners, L.P. or (D) RHJI under this Agreement (other than as provided as of the date hereof) may be made without the approval of each Purchaser. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Company or by the Purchasers’ Representative on behalf of the Company or Purchasers, as applicable. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE IX

General Provisions

SECTION 9.01. Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing, except for Section 3.03(b) which shall survive the Closing. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing.

SECTION 9.02. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)  if to the Purchasers’ Representative

Heartland Industrial Partners, LP

55 Railroad Avenue

Greenwich, CT 06830l

Fax: (203) 861-2722

Attention:  Daniel P. Tredwell

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with a copy to:

Ellenoff Grossman & Schole LLP
370 Lexington Avenue
New York, NY  10017-6503
Fax:  (212) 370-7889

Attention:  Douglas S. Ellenoff, Esq.

Martin Bring, Esq.

(b)  if to the Company, to

Asahi Tec Corporation

547-1 Horinouchi, Kikugawa City,

Shizuoka 439-8651, Japan

Fax: 81-537-36-4160

Attention:  Suguru Kimura

with a copy to:

Anderson Mori & Tomotsune

Izumi Garden Tower

1-6-1, Roppongi, Minato-ku,

Tokyo 106-6036, Japan

Fax: (03) 6888-3067

Attention: Noritaka Niwano, Esq.

with a copy to:

RHJ International SA

Avenue Louise 326

1050 Brussels

Belgium

Attention: Bob Ewers

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention:  Thomas E. Dunn, Esq.; and

(c)  If to a Purchaser, as set forth on Schedule II.

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The Company promptly shall provide the Purchasers’ Representative with a copy of each notice delivered under the Merger Agreement.

SECTION 9.03. Definitions. For purposes of this Agreement:

An “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

“business day” means any day other than a Saturday or Sunday, on which banks located in Tokyo or New York are not required or authorized by law to remain closed.

“HIP Stock Acquisition” means the Other Stock Acquisition on the terms and subject to the conditions of the HIP Stock Purchase Agreement.

“HIP Stock Purchase Agreement” means the Other Stock Purchase Agreement dated as of the date of this Agreement and entered into by the Company and the holder of the Series B Mercury Preferred Stock.

A “material adverse effect” on a party means (a) a material adverse effect on the business, assets, financial condition or results of operations of the party and its subsidiaries, taken as a whole except, in each case, to the extent arising or resulting from, or caused or attributable to, any of the following, individually or taken together:  (i) general U.S., Japanese or global economic, political or market conditions to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (ii) changes in applicable generally accepted accounting principles or Law, (iii) the public announcement of the Transactions, the consummation of the Transactions or the execution of the Transaction Agreements or (iv) acts of terrorism or war to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (b) a material adverse effect on the ability of the party to perform its obligations under this Agreement or the other Transaction Agreements to which it is a party or (c) a material adverse effect on the ability of the party to consummate the Transactions to which it is a party.

A “person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

A “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is

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sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person. For the avoidance of doubt, in no event shall Mercury or any subsidiary of Mercury be deemed to be a subsidiary of the Company for any purpose of this Agreement (including after giving effect to the Merger).

“Transaction Agreements” means this Agreement, the Company Voting Agreement, the Merger Agreement, the Stockholders Agreement and the Other Stock Purchase Agreements and documents delivered in connection with the foregoing.

SECTION 9.04. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

SECTION 9.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

SECTION 9.06. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Transaction Agreements, taken together with the Company Disclosure Letter, (a) constitute the entire agreement, and supersede after the date of this Agreement all prior agreements and understandings (including the Original Agreement), both written and oral, among the parties with respect to the Transactions (other than the Confidentiality Agreement) and (b) are not intended to confer upon any person other than the parties any rights or remedies.

SECTION 9.08. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of  the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Japan are mandatorily applicable to the Acquisition.

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SECTION 9.09. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 9.10. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or any Transaction Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or any Transaction Agreement and to enforce specifically the terms and provisions of this Agreement and each other Transaction Agreement in any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, in the event any dispute arises out of this Agreement, any Transaction Agreement or any Transaction, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any other Transaction Agreement or any Transaction in any court other than any New York state court, any Federal court sitting in the State of New York or the State of Delaware or any Delaware state court and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any other Transaction Agreement or any other Transaction.

SECTION 9.11. Purchasers’ Representative. (a)  Each Purchaser, by the execution and delivery of this Agreement, hereby consents and agrees to the appointment of Heartland Industrial Partners, L.P. as the Purchasers’ representative (the “Purchasers’ Representative”) for purposes of all matters expressly set forth in this Agreement to be performed by the Purchasers’ Representative, including but not limited to the execution and delivery of the Company Voting Agreement, it being understood that the Purchasers’ Representative will not have any obligations as Purchasers’ Representative from and after the Closing. All decisions of the Purchasers’ Representative may be relied upon by any third person, and shall be binding and conclusive upon each Purchaser. Each Purchaser hereby constitutes and appoints the Purchasers’ Representative, including any replacement of any such Purchasers’ Representative, as attorney-in-fact and agent for such Purchaser with full power of substitution and authority to execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement. Purchasers shall, based on the number of Shares allocated to each Purchaser, be responsible for the payment of all fees and expenses as reasonably incurred by the Purchasers’ Representative in

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performing its duties under this Agreement (the “PR Expenses”) promptly after the Purchasers’ Representative’s written request therefor. If a Purchaser shall default in its obligation to timely pay its pro rata portion of the PR Expenses to the Purchasers’ Representative (the “Defaulting Purchaser”), such defaulted obligation shall be shared pro rata by all non-defaulting Purchasers, based on the number of Shares allocated to each non-defaulting Purchaser. The Purchasers’ Representative may be removed at any time upon the written election of Purchasers (other than the Purchasers’ Representative and its affiliates) who hold at least 80% of the aggregate Shares (excluding the Shares held by the Purchasers’ Representative and its affiliates); provided that Purchasers elect a replacement Purchasers’ Representative and the Company is given prompt written notice of such replacement by the Purchasers’ Representative. The Purchasers’ Representative may also resign at any time upon thirty days prior written notice to the Company and, promptly following any such resignation, Purchasers agree to use their commercially reasonable efforts to appoint a new Purchasers’ Representative by written consent of 80% of the Purchasers. The Purchasers shall severally (based on the number of Shares allocated to each Purchaser) indemnify the Purchasers’ Representative and hold the Purchasers’ Representative harmless against any and all loss, liability, or expense incurred and arising out of or in connection with the acceptance or administration of the duties of the Purchasers’ Representative hereunder (the “Losses”). The provisions of this Section shall survive the termination of this Agreement and the resignation or removal of the Purchasers’ Representative for any reason.

SECTION 9.12. Agreement and Waiver of Certain Rights. (a)  Each Purchaser, by the execution and delivery of this Agreement, hereby waives in relation to the Merger, such Purchaser’s rights under Section 262 of the Delaware General Corporation Law (“Section 262”) in connection with such Purchaser’s Appraisal Shares (as defined in the Merger Agreement) including any rights to demand appraisal of such Purchaser’s Appraisal Shares, and hereby consents and agrees, in relation to the Merger, not to exercise any rights under Section 262, including any appraisal rights, with respect to such Purchaser’s Appraisal Shares.

(b)  Each Purchaser hereby consents, with respect to the limitations and approval and consent rights set forth in the Shareholders Agreement (the “Mercury Shareholders Agreement”) by and among Mascotech, Inc., Masco Corporation, Richard Manoogian, Richard and Jane Manoogian Foundation, the Heartland Entities listed on the signature pages thereto and the HIP Co-Investors listed on the signature pages thereto, dated as of November 28, 2000, to Mercury’s participation in the Transactions and the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing). Each Purchaser further consents and acknowledges that at the Effective Time the Mercury Shareholders Agreement shall terminate and be of no force and effect.

(c)  Subject to the consummation of the Merger, each Purchaser, by the execution and delivery of this Agreement, (i) hereby acknowledges, consents to and

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agrees that the TM Distribution (as defined in the Merger Agreement) shall be declared and made without registration under the Securities Act or the Exchange Act of the securities distributed thereby, that the TM Distribution shall be made on the terms set forth in the Merger Agreement (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing) and that it waives (subject to the foregoing) any remedy of rescission or any other remedies against Mercury or the Company in connection therewith and (ii) hereby consents and agrees to the declaration and consummation of the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing).

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IN WITNESS WHEREOF, the Company and the Purchasers have duly executed this Agreement, all as of the date first written above.

ASAHI TEC CORPORATION,
by
	/s/ AKIRA NAKAMURA
Name: Akira Nakamura
Title: President
METALDYNE INVESTMENT FUND I, LLC,
by
	/s/ DANIEL P. TREDWELL
Name: Daniel P. Tredwell
Title: Managing Member
METALDYNE INVESTMENT FUND II, LLC,
by
	/s/ DANIEL P. TREDWELL
Name: Daniel P. Tredwell
Title: Managing Member
HIP SIDE-BY-SIDE PARTNERS, L.P.,
by
		/s/ DANIEL P. TREDWELL
Name: Daniel P. Tredwell
Title: Managing Member

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SCHEDULE I

Purchaser	Shares
Metaldyne Investment Fund I, LLC, Heartland Industrial Partners, L.P.	17,263,395
HIP Side-by-Side Partners, L.P.	607,020
Metaldyne Investment Fund II, LLC, Heartland Industrial Partners, L.P.	154,823
Total Purchaser Shares	18,025,238

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EX-99.(D)(5)

Exhibit (d)(5)

AMENDED AND RESTATED
PREFERRED STOCK PURCHASE AGREEMENT

Dated as of November 27, 2006

Between

Asahi Tec Corporation

and

Masco Corporation

TABLE OF CONTENTS

	Page
ARTICLE I
Purchase and Sale of Shares; Dollar/Yen Exchange
SECTION 1.01. Purchase and Sale of the Shares	2
SECTION 1.02. Dollar/Yen Exchange	2
ARTICLE II
Closing
SECTION 2.01. Closing	3
SECTION 2.02. Transactions to Be Effected at the Closing	3
ARTICLE III
Representations and Warranties of the Company
SECTION 3.01. Organization, Standing and Power	4
SECTION 3.02. Company Subsidiaries; Equity Interests	4
SECTION 3.03. Capital Structure; the Shares	5
SECTION 3.04. Authority; Execution and Delivery; Enforceability	6
SECTION 3.05. No Conflicts; Consents	8
SECTION 3.06. SEL Documents; Undisclosed Liabilities	9
SECTION 3.07. Information Supplied	10
SECTION 3.08. Absence of Certain Changes or Events	10
SECTION 3.09. Taxes	12
SECTION 3.10. Absence of Changes in Benefit Plans	14
SECTION 3.11. Benefit Plans	15
SECTION 3.12. Litigation	18
SECTION 3.13. Compliance with Applicable Laws	18
SECTION 3.14. Environmental Matters	19
SECTION 3.15. Intellectual Property	20
SECTION 3.16. Contracts	21
SECTION 3.17. Title to Real Properties	21
SECTION 3.18. Customers and Suppliers	22
SECTION 3.19. Brokers; Schedule of Fees and Expenses	22
SECTION 3.20. Financing	22
SECTION 3.21. Other Preferred Stock Purchase Agreement	23

ARTICLE IV
Representations and Warranties of the Purchaser
SECTION 4.01. Organization, Standing and Power	24
SECTION 4.02. Accredited Investor; Private Offering	24
SECTION 4.03. Authority; Execution and Delivery; Enforceability	24
SECTION 4.04. No Conflicts; Consents	24
SECTION 4.05. Information Supplied	25
SECTION 4.06. Brokers	25
ARTICLE V
Covenants Relating to Conduct of Business
SECTION 5.01. Conduct of Business	26
ARTICLE VI
Additional Agreements
SECTION 6.01. Special Stockholder Meetings	27
SECTION 6.02. Access to Information; Confidentiality	27
SECTION 6.03. Commercially Reasonable Efforts; Notification	28
SECTION 6.04. Fees and Expenses	29
SECTION 6.05. Public Announcements	29
SECTION 6.06. Transfer Taxes	29
ARTICLE VII
Conditions Precedent
SECTION 7.01. Conditions to Each Party’s Obligation To Effect The Acquisition	30
SECTION 7.02. Conditions to Obligations of the Purchaser	31
SECTION 7.03. Condition to Obligation of the Company	31
ARTICLE VIII
Termination, Amendment and Waiver
SECTION 8.01. Termination	32
SECTION 8.02. Effect of Termination	33
SECTION 8.03. Amendment	33

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SECTION 8.04. Extension; Waiver	33
ARTICLE IX
General Provisions
SECTION 9.01. Nonsurvival of Representations and Warranties	34
SECTION 9.02. Notices	34
SECTION 9.03. Definitions	35
SECTION 9.04. Interpretation	37
SECTION 9.05. Severability	37
SECTION 9.06. Counterparts	38
SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries	38
SECTION 9.08. Governing Law	38
SECTION 9.09. Assignment	38
SECTION 9.10. Enforcement	38
SECTION 9.11. Transfer Restrictions	39
SECTION 9.12. Demand Offering	39
SECTION 9.13. Notice of Share Redemption	45
SECTION 9.14. Mechanics of Conversion of Shares into Common Stock	46
SECTION 9.15. Notice of Adjustment of Share Conversion Price	47
SECTION 9.16. Transactions with Affiliates	48
SECTION 9.17. Limitations	48
SECTION 9.18. Change in Control	51
SECTION 9.19. Board Observer Right	52
SECTION 9.20. Voting Rights	53
SECTION 9.21. Purchaser Consent	53

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AMENDED AND RESTATED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of November 27, 2006, between Asahi Tec Corporation, a Japanese corporation (the “Company”), and Masco Corporation, (the “Purchaser”).

WHEREAS the Company and the Purchaser entered into a Stock Purchase Agreement dated as of August 31, 2006 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein:

WHEREAS the Purchaser desires to purchase from the Company, and the Company desires to sell to the Purchaser, 82,081 newly issued shares of Class C Preferred Stock of the Company, which shall have an aggregate liquidation preference equal to ¥8,208,100,000 and the other terms and conditions set forth in the Share Terms (as defined in Section 9.03) (the “Shares”).

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the parties’ willingness to enter into this Agreement, the Company, Argon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Acquisition Sub”), and Metaldyne Corporation, a Delaware corporation (“Mercury”), have entered into an amended and restated agreement and plan of merger dated as of the date of this Agreement (the “Merger Agreement”), whereby Acquisition Sub will be merged with and into Mercury, with Mercury as the surviving corporation, and Mercury will become a wholly-owned subsidiary of the Company (the “Merger”);

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the Company’s willingness to enter into this Agreement, (a) the Company and certain stockholders of Mercury listed on Schedule I hereto (the “Principal Company Stockholders”) have entered into an amended and restated stock purchase agreement dated as of the date of this Agreement (the “Company Stock Purchase Agreement”), whereby the Principal Company Stockholders will acquire shares of Company Common Stock (as defined in Section 3.03) using the Merger Consideration (as defined in the Merger Agreement) received by such Principal Company Stockholders as consideration for such shares, (b) the Company and DaimlerChrysler Corporation, the holder of the Series A-1 Mercury Preferred Stock (“DCX”), have entered into an amended and restated agreement (the “Other Preferred Stock Purchase Agreement”) dated as of the date of this Agreement whereby DCX shall acquire newly issued Shares using the Merger Consideration received by DCX as consideration for such preferred stock and (c) the holders of the Series B Mercury Preferred Stock have entered into an amended and restated agreement (the “HIP

Stock Purchase Agreement” and, together with the Other Preferred Stock Purchase Agreement and the Company Stock Purchase Agreement, the “Other Stock Purchase Agreements”) dated as of the date of this Agreement whereby holders of Series B Mercury Preferred Stock shall acquire (the “HIP Stock Acquisition”; each of the transactions contemplated by the Company Stock Purchase Agreement, HIP Preferred Stock Purchase Agreement or an Other Stock Purchase Agreement, an “Other Stock Acquisition”) newly issued shares of Company Common Stock, using the Merger Consideration received by such holders as consideration for such stock;

WHEREAS the Company and the Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition (as defined in Section 1.01) and also to prescribe various conditions to the Acquisition;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Purchase and Sale of Shares; Dollar/Yen Exchange

SECTION 1.01. Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.01), the Company shall issue, sell, transfer and deliver to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, 82,081 Shares for a purchase price per share equal to ¥64,104 (the “Purchase Price”), payable in Japanese yen as set forth below in Section 2.02. The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”. The Acquisition and the other transactions contemplated by this Agreement and the other Transaction Agreements are referred to in this Agreement collectively as the “Transactions”.

SECTION 1.02. Dollar/Yen Exchange. On the terms and subject to the conditions of this Agreement, the Purchaser agrees that, in lieu of being paid the Merger Consideration (as defined in the Merger Agreement) to which it is entitled under the Merger Agreement in U.S. dollars, it will accept such Merger Consideration converted into Japanese yen at an exchange rate of ¥117.205 per U.S. dollar (the “Exchange Rate”). Prior to the Effective Time (as defined in the Merger Agreement), the Company shall deposit with the PCS Paying Agent (as defined in the Merger Agreement) the aggregate amount of the Merger Consideration, in yen determined at the Exchange Rate, due to the Purchaser under the Merger Agreement.

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ARTICLE II

Closing

SECTION 2.01. Closing. The closing (the “Closing”) of the Acquisition shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019 at the same time during Tokyo business hours that the Merger closing occurs, on the second business day following the satisfaction (or, to the extent permitted, waiver by all parties) of the conditions set forth in Section 7.01, or, if on such day any condition set forth in Section 7.02 or 7.03 has not been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), as soon as practicable after all the conditions set forth in Article VII have been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), or at such other place, time and date as shall be agreed in writing between the Company and the Purchaser. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

SECTION 2.02. Transactions to Be Effected at the Closing.

(a)  As soon as commercially practicable after the Closing, the Company shall deliver to the Purchaser certificates representing the Purchaser’s Shares with appropriate transfer tax stamps, if any, affixed; and

(b)  At the Closing, the Purchaser shall deliver to the PCS Paying Agent the Certificate or Certificates (as defined in the Merger Agreement) representing the shares of Series A Mercury Preferred Stock held of record by the Purchaser, in accordance with the Merger Agreement and the instructions provided in the letter of transmittal provided to the Purchaser by the PCS Paying Agent, and, upon such delivery, shall instruct the PCS Paying Agent to deliver, from the Merger Consideration represented by such Certificate or Certificates, to the Company payment, to a bank account designated in writing by the Company (such designation to be made at least two business days prior to the Closing Date), of immediately available funds in an amount of Japanese yen equal to the Purchase Price multiplied by the number of Shares to be acquired by the Purchaser.

SECTION 2.03. Liquidated Damages. If the Company breaches its obligation under Section 1.01 to deliver the Shares at Closing as required by Section 2.02(a), (i) the Company promptly shall pay Purchaser, in immediately available funds in Japanese yen, the amount of ¥8,208,100,000 plus interest at an annual rate of 3.75% determined from January 1, 2006, until the date of payment and (ii) Purchaser shall instruct the PCS Paying Agent to deliver the Merger Consideration represented by the Certificate or Certificates representing the shares of Series A Mercury Preferred Stock held of record by Purchaser prior to the effectiveness of the Merger to a bank account designated in writing by the Company. The Company and Purchaser have provided for

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the foregoing amount in clause (i) as liquidated damages and not as a penalty because they each value the Shares at the amount provided in clause (i).

ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to the Purchaser that, except as set forth in the letter, dated as of the date of this Agreement, from the Company to the Purchaser (the “Company Disclosure Letter”):

SECTION 3.01. Organization, Standing and Power. Each of the Company and each of its subsidiaries, including such entities organized under the laws of non-Japanese jurisdictions (the “Company Subsidiaries”), is duly organized, validly existing and in good standing (where such concept is applicable) under the laws of the jurisdiction in which it is organized and has full corporate power and authority, except, in the case of the Company Subsidiaries that are not Significant Company Subsidiaries (as defined below), where the failure to be duly organized, validly existing and in good standing, individually or in the aggregate, has not had and would not be reasonably likely to have a material adverse effect on the Company (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary or the failure to so qualify has had or would be reasonably likely to have a Company Material Adverse Effect. The Company has made available to the Purchaser true and complete copies of the articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”).

SECTION 3.02. Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each Significant Company Subsidiary (as defined below) and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are, as of the date of this Agreement, owned by the Company, by one or more Company Subsidiaries or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, rights of first refusal, options, restrictions (other than restrictions imposed under applicable Law), leases, licenses, easements, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”). The Company has made available to the Purchaser true and complete copies of the articles of incorporation and by-laws, or comparable charter and organizational documents, of each Significant Subsidiary, in each case amended through the date of this Agreement. For purposes of this Agreement, a “Significant Company Subsidiary” means any subsidiary of the Company that constitutes

4

a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the United States Securities and Exchange Commission (the “U.S. SEC”).

(b)  Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest with a fair market value in excess of $1 million in any person.

SECTION 3.03. Capital Structure; the Shares. (a) As of the date of this Agreement, the authorized number of shares of each class of capital stock of the Company consists of 358,412,200 shares of Company common stock (“Company Common Stock”), 28,572,000 shares of Company Preferred Class A Stock (“Company Class A Preferred Stock”) and 80,000,000 shares of Company Preferred Class B Stock (“Company Class B Preferred Stock” and, together with the Company Class A Preferred Stock, the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). As of the date of this Agreement, the total authorized number of shares of Capital Stock of the Company is 397,510,516 shares. As of the date of this Agreement, (i) 60,320,132 shares of Company Common Stock and 28,572,000 shares of Company Class A Preferred Stock and 10,526,316 shares of Company Class B Preferred Stock were issued and outstanding, (ii) 90,294 shares of Company Common Stock were held by the Company in its treasury and (iii) 5,217,882 shares of Company Common Stock were subject to outstanding options to purchase Company Common Stock (“Company Stock Options”). Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, there were outstanding Company Stock Options to purchase 2,429,558 shares of Company Common Stock with exercise prices on a per share basis lower than ¥220 and the weighted average exercise price of such Company Stock Options was equal to ¥204.8 per share. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Japanese Corporation Law (“JCL”), the Company Charter or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth above and except for the Equity Commitment (as defined below), there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based

5

performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Common Stock. There are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.

(b)  Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Shares, upon payment of the Purchase Price by the Purchaser at the Closing, such Shares will be duly authorized, validly issued, fully paid and non-assessable, and, subject to the terms of this Agreement and the Share Terms, free and clear of any Liens, other than those arising from acts of the Purchaser or its affiliates. Other than this Agreement, the Shares are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Shares.

(c)  As of the date of this Agreement, the TSE (as defined in Section 3.05(b)) has acknowledged the Transactions, has indicated (orally or in writing) to the Company (or its representatives) that the consummation of the Transactions will not result in a proceeding by the TSE to delist the Company Common Stock from the TSE and the Company has not been notified (and none of the directors of the Company has been notified) that the TSE has commenced or intends to commence a proceeding to delist the Shares from the TSE as a result of the Transactions.

SECTION 3.04. Authority; Execution and Delivery; Enforceability. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by the Company of this Agreement and each of the Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the issuance of the Shares, to receipt of the Company Stockholder Approval (as defined below). The Company has duly executed and delivered this Agreement, and each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery

6

thereof by the other parties hereto and thereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

(b)  The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (ii) determining that the terms of the Acquisition and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iii) approving the amendment of the Company Charter to authorize the Shares (the “Company Charter Amendment”) and (iv) recommending that the Company’s stockholders approve the Company Charter Amendment.

(c)  The only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Board of Directors to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Board of Directors to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholder Meetings (as defined in Section 6.01(b)) (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate any Transaction other than the Company Charter Amendment and the matters referred to in this Section 3.04(c).

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SECTION 3.05. No Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement and each Transaction Agreement to which it is a party do not and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter or the comparable charter or organizational documents of any Significant Company Subsidiary, (ii) subject to effectiveness of the Company Facility Amendments (as defined in Section 3.20) as contemplated by the Company Consent Letter (as defined in Section 3.20), any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any material judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(a) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any national, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party and the consummation of the Transactions to which it is a party, other than (i) compliance with and filings under (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) Japanese Anti-Monopoly Law (Law No. 54 of 1947, as amended) (the “Japanese Anti-Monopoly Law”), (C) other Antitrust Laws (as defined in Section 6.03(c)), (D) the Foreign Exchange and Foreign Trade Law of Japan (Law No. 228 of 1949, as amended) (the “FEL”), (E) the rules and regulations of the Tokyo Stock Exchange (“TSE”), (F) the JCL and (G) the Japanese Commercial Registration Law (Law No. 125 of 1963, as amended) (the “CRL”), (ii) the filing with the U.S. SEC of (A) an information statement with respect to the Merger (such information statement, including all information required to be included therein by Rule 13e-3 promulgated under the Securities and Exchange Act of 1934, as

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amended (the “Exchange Act”), as such information statement is amended from time to time, the “U.S. Information Statement”) and (B) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing with the Kanto Local Finance Bureau or any other local finance bureau (collectively, the “Bureau”) of such registration, reports and other information (such registration, reports and other information, as amended from time to time, the “Information Statement”) as may be required under the Japanese Securities and Exchange Law (Law No. 25 of 1948, as amended) (the “SEL”) in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws (as defined in Section 3.14), (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Purchaser (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(b) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 3.06. SEL Documents; Undisclosed Liabilities. (a) The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the Bureau, since March 31, 2006, pursuant to the regulations of the SEL (the “Company SEL Documents”).

(b)  As of its respective date, each Company SEL Document complied in all material respects with the requirements of the SEL, as the case may be, and the rules and regulations under the SEL applicable to such Company SEL Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEL Documents comply as of their respective dates as to form in all material respects with applicable accounting requirements and the published rules and regulations under the SEL with respect thereto, have been prepared in accordance with Japanese generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown

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(subject, in the case of unaudited statements, to normal year-end audit adjustments and lack of footnote disclosure as permitted under the SEL.

(c)  Except as set forth in the most recent audited consolidated balance sheet of the Company (including the notes thereto) included in the Filed Company SEL Documents (as defined in Section 3.08), and except for liabilities and obligations incurred in the ordinary course of business since the date of such balance sheet, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect.

(d)  The effectiveness of any additional disclosure requirement or applicable accounting rule, consensus or pronouncement that has been formally proposed or adopted by the FSA (as defined in Section 6.01), any Japanese financial accounting standards board or any similar body but that is not yet in effect, is not reasonably likely to lead to any material change in the Company’s disclosures as set forth in the Filed Company SEL Documents.

(e)  None of the Company Subsidiaries is, or has at any time since March 31, 2006, been, subject to (separately from the Company) the reporting requirements under the SEL.

SECTION 3.07. Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Information Statement or any other document required to be filed by the Company with the Bureau relating to the Transactions, including the Acquisition (the “Company Disclosure Documents”) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company Disclosure Documents will comply as to form in all material respects with the requirements of the SEL and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein or omitted therefrom based on information supplied by the Purchaser in writing for inclusion or incorporation by reference therein.

SECTION 3.08. Absence of Certain Changes or Events. (a) From the date of the most recent audited financial statements included in the Company SEL Documents filed and publicly available prior to the date of this Agreement (the “Filed Company SEL Documents”) to the date of this Agreement, the Company has conducted its business only in the ordinary course, and during such period there has not been:

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(i) any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect;

(ii) any declaration, setting aside, allotment or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Stock or any repurchase for value by the Company of any Company Common Stock;

(iii) any split, combination or reclassification of any Company Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock;

(iv) (A) any grant by the Company or any Company Subsidiary to any current director or officer of the Company or to any other employee or independent contractor of the Company or any Company Subsidiary reasonably likely to earn annual base compensation and bonuses in 2006 of $200,000 or more (any such current director or officer of the Company or other employee or independent contractor, a “Covered Participant”) of any loan or any increase in any type of compensation, benefits, perquisites or bonus or award opportunity, except for grants of normal cash bonus opportunities, normal increases of cash compensation and increases in fringe or other benefits that are not material, in each case in the ordinary course of business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (B) any grant by the Company or any Company Subsidiary to any Covered Participant of any severance, change in control, termination or similar compensation or benefits or increases therein, or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (C) any action by the Company or any Company Subsidiary to fund or in any other way secure the payment of a material amount of compensation or benefits under any Company Benefit Plan (as defined in Section 3.10(a)) or Company Benefit Agreement (as defined in Section 3.10(b)) or (D) any entry by the Company or any Company Subsidiary into, or any amendment of, any Company Benefit Agreement with any Covered Participant;

(v) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect;

(vi) any change in accounting methods, principles or practices by the Company or any Company Subsidiary materially affecting the consolidated

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assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP or applicable Law;

(vii) any material elections with respect to Taxes (as defined in Section 3.09) by the Company or any Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax liability or refund;

(viii) any material revaluation by the Company or any Company Subsidiary of any of the material assets of the Company or any Company Subsidiary, except insofar as may have been required by applicable Law; or

(ix) any action by the Company or any Company Subsidiary which, if taken after the date hereof, would constitute a breach of any provisions of Section 5.01(a)(ii), (iv) or (vi) or any authorization, consent or agreement by the Company or any Company Subsidiary to take any of the actions prohibited by the foregoing provisions of Section 5.01(a).

SECTION 3.09. Taxes. (a) The Company, and each Company Subsidiary, has duly and timely filed, or has caused to be timely filed on its behalf, all material Tax Returns required to be filed by it. All such Tax Returns were true, correct and complete in all material respects. All material Taxes owed (whether or not shown on any Tax Return) have been timely paid in full. To the Company’s knowledge, no claim has been made in writing during the three year period ending on the Closing Date by an authority in a jurisdiction where the Company, or any Company Subsidiary, does not file Tax Returns that the Company, or any Company Subsidiary, is or may be subject to taxation by that jurisdiction. There are no liens with respect to Taxes upon any asset of the Company, or any Company Subsidiary, other than liens for Taxes not yet due and payable.

(b)  The Company, and each Company Subsidiary, has deducted, withheld and timely paid to the appropriate governmental authority all material Taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and the Company, and each Company Subsidiary, has complied with all material reporting and record keeping requirements.

(c)  No dispute, audit, investigation, proceeding or claim concerning any material Tax liability of the Company, or any Company Subsidiary, has been raised by a governmental authority in writing, and to the Company’s knowledge, no such dispute, audit, investigation, proceeding, or claim is pending or being conducted. The Company has provided or made available to the Purchaser true, correct and complete copies of all material Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Company or any Company Subsidiary since January 1, 2001.

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(d)  The Company, and each Company Subsidiary, has not waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. The Company, and each Company Subsidiary, has not executed any power of attorney with respect to any Tax, other than powers of attorney that are no longer in force. Section 3.09(d) of the Company Disclosure Letter lists all closing agreements, private letter rulings, technical advice memoranda, binding oral agreements, rulings or advice or similar agreements or rulings relating to Taxes that have been entered into or issued by any governmental authority with or in respect of the Company and each Company Subsidiary since January 1, 2001.

(e)  The Company, and each Company Subsidiary, is not a party to any contractual obligation relating to Tax sharing or Tax allocation, other than customary commercial agreements with vendors, lenders, customers and other third parties (such as tax gross-ups in loan agreements or property tax escalation clauses in real estate leases) entered into in the ordinary course of business. The Company, and each Company Subsidiary, does not have any material liability for the Taxes of any person under any provision of national, local or foreign law, as a transferee or successor or by contract.

(f)  The Company, and each Company Subsidiary, will not be required to include any amount in taxable income or exclude any item of deduction or loss from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (a) any “closing agreement” as described in any provision of national, state, local or foreign income Tax law executed on or prior to the Closing Date, (b) any deferred intercompany gain or excess loss account described in any provision or administrative rule of national, local or foreign law, (c) any installment sale or open transaction disposition made on or prior to the Closing Date, or (d) any prepaid amount received on or prior to the Closing Date.

(g)  For purposes of this Agreement:

“Tax” or “Taxes” means (i) any and all national, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor or by contract.

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“Tax Return” or “Return” means all national, local and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

SECTION 3.10. Absence of Changes in Benefit Plans. (a)  From the date of the most recent audited financial statements included in the Filed Company SEL Documents to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material respect, any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, equity compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time off, perquisite, fringe benefit, vacation, unemployment insurance, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical or other welfare benefit or other employee benefit plan, program, policy or arrangement, whether oral or written, funded or unfunded, sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to by the Company or any Company Subsidiary or any other person or entity that, together with the Company or any Company Subsidiary, is treated as a single employer under any applicable Law (each, a “Commonly Controlled Entity”), in each case providing benefits to any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary (each, a “Participant”) and whether or not subject to Japanese law (all such plans, programs and arrangements, including any such plan, program or arrangement entered into or adopted on or after the date of this Agreement, “Company Benefit Plans”) or has made any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11(a)), or any material change in the manner in which contributions to any such Company Pension Plan are made or the basis on which such contributions are determined.

(b)  As of the date of this Agreement, there is not any material (i) employment, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, retention, equity compensation, bonus, award, consulting or similar agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other hand, (ii) agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of transactions involving the Company or any Company Subsidiary of the nature contemplated by this Agreement or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such

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agreements under clauses (i), (ii) and (iii), collectively, “Company Benefit Agreements”).

(c)  To the Company’s knowledge, the exercise price of each Company Stock Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option.

SECTION 3.11. Benefit Plans. (a)  Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA (a “Company Pension Plan”), or “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), whether or not subject to ERISA, and all other material Company Benefit Plans. The Company has delivered or made available to the Purchaser complete and correct copies of (i) each such Company Benefit Plan and each material Company Benefit Agreement (or, in the case of any such Company Benefit Plan or material Company Benefit Agreement that is unwritten, a written description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence required to be filed with or delivered to any Governmental Entity, with respect to each material Company Benefit Plan , (iii) the most recent summary plan description for each material Company Benefit Plan for which a summary plan description is required under applicable Law, and any summary of material modifications prepared for each material Company Benefit Plan, (iv) each trust agreement and group annuity or insurance contract and other documents relating to the funding or payment of benefits under any material Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable Tax treatment for which such a letter has been obtained, as well as a true, correct and complete copy of each pending application therefor, if applicable, and (vi) the two most recent actuarial valuations for each material Company Benefit Plan for which actuarial valuations have been obtained. Section 3.11(a) of the Company Disclosure Letter sets forth the forecasted obligation amount as of December 31, 2005, as determined by GAAP, for each Company Benefit Plan. Proper provision or reserve for the Company Benefit Plans and for all private pension payments reasonably likely to be required to be made by the Company has been made for accounting purposes under GAAP.

(b)  (i) Each Company Benefit Plan has been administered in compliance with its terms, and (ii) each Company Benefit Plan (and the Company and the Company Subsidiaries with respect to such plans) is in compliance with applicable Law and the terms of any applicable collective bargaining agreements, except for such instances of noncompliance with either plan terms or Laws that, individually or in the aggregate, have not had and would not reasonably be likely to have a Company Material Adverse Effect.

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(c)  Each Company Benefit Plan required to have been approved by any non-U.S. Governmental Entity (or permitted to have been approved to obtain any beneficial Tax or other status) has been so approved; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval that could reasonably be expected to affect any such approval, except for such failures to approve, revocations of approval and events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(d)  None of the Company, any Company Subsidiary, any employee of the Company or any Company Subsidiary, any of the Company Benefit Plans, including the Company Pension Plans and, to the knowledge of the Company, any trusts created under any of the Company Benefit Plans or any trustee, administrator or other fiduciary of any Company Benefit Plan or trust created thereunder and any agent of the foregoing, has engaged in a “prohibited transaction” under applicable Law or any other breach of fiduciary responsibility that could subject the Company, any Company Subsidiary, any such employee or any of the Company Benefit Plans, or, to the knowledge of the Company, any such trust, trustee, administrator or other fiduciary, to Tax or penalty on prohibited transactions imposed under applicable Law or any other liability for breach of fiduciary duty under any applicable Law, except for such prohibited transactions and other breaches of fiduciary responsibility that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(e)  With respect to any Company Benefit Plan that is an employee welfare benefit plan, whether or not subject to ERISA, no such Company Benefit Plan provides benefits after termination of employment, except where the cost thereof is borne entirely by the former employee (or his or her eligible dependents or beneficiaries).

(f)  No Participant will be entitled to (i)(A) any severance, separation, change of control, termination, bonus or other additional compensation or benefits, or (B) any acceleration of the time of payment or vesting of any compensation or benefits, including the accelerated vesting of Company Stock Options held by such Participant, or the forgiveness of indebtedness owed by such Participant, in each case as a result of any of the Transactions (alone or in combination with any other event) or in connection with the termination of such Participant’s employment on or after the Effective Time or (ii) any compensation or benefits related to or contingent upon, or the value of which will be calculated on the basis of, any of the Transactions (alone or in combination with any other event). The execution and delivery of this Agreement and the consummation of the Transactions (alone or in combination with any other event) and compliance by the Company with the provisions hereof do not and will not require the funding

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(whether through a grantor trust or otherwise) of any Company Benefit Plan, Company Benefit Agreement or any other employment arrangement and will not limit the Company’s ability to amend, modify or terminate any Company Benefit Plan or Company Benefit Agreement.

(g)  Since January 1, 2003, and through the date of this Agreement, neither the Company nor any Company Subsidiary has received notice of, and, to the knowledge of the Company, there are no (i) pending termination proceedings or other suits, claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), actions or proceedings against, or involving or asserting any rights or claims to benefits under, any Company Benefit Plan or Company Benefit Agreement or (ii) pending investigations (other than routine inquiries) by any Governmental Entity with respect to any Company Benefit Plan or Company Benefit Agreement, except for such proceedings, suits, claims, actions and investigations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(h)  Neither the Company nor any Company Subsidiary has any liability or obligations, including under or on account of a Company Benefit Plan or Company Benefit Agreement, arising out of the hiring of persons to provide services to the Company or any Company Subsidiary and treating such persons as consultants or independent contractors and not as employees of the Company or any Company Subsidiary, except for any such liability and obligations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(i)  None of the employees of the Company or any Company Subsidiary is a member of, represented by or otherwise subject to any (i) labor union, works council or similar organization or (ii) collective bargaining agreement, industry-wide collective bargaining agreement or any similar collective agreement, in each case with respect to such employee’s employment by the Company or any Company Subsidiary, and the Company and the Company Subsidiaries do not have any obligation (including to inform or consult with any such employees or their representatives in respect of the Transactions) with respect to any such organization or agreement. Each of the Company and the Company Subsidiaries is in compliance with all applicable Laws and orders with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers compensation, and is not engaged in any unfair labor practice, except for such failures to comply and unfair labor practices that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.  There is no unfair labor practice charge or complaint against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened before the competent

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Labor Standards Supervision Office (“Roudou Kijun Kantoku Sho”), the competent Committee on Labor Affairs (“Roudou I-inkai”) or any comparable Governmental Entity that has had or would be reasonably likely to have a Company Material Adverse Effect. Since December 31, 2003, there has been no, and there currently is no, labor strike, material dispute, request for representation, union organization attempt, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. No grievance or arbitration proceeding arising out of a collective bargaining agreement is pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.12. Litigation. (a)  As of the date of this Agreement, there is no claim, demand, suit, action or proceeding pending or, to the knowledge of the Company, threatened in writing against or affecting the Company or any Company Subsidiary that involves an amount in controversy in excess of $1.0 million, seeks material injunctive relief or would be reasonably likely to have a Company Material Adverse Effect, if resolved in accordance with the plaintiff’s demands.

(b)  There is no suit, action or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary nor is there any judgment outstanding against the Company or any Company Subsidiary that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.13. Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment

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or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

SECTION 3.14. Environmental Matters. Except for such matters that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect:

(a)  The Company and each of the Company Subsidiaries are in compliance with all Environmental Laws (as defined below).

(b)  Since July 31, 2003, neither the Company nor any of the Company Subsidiaries has received any written communication that alleges that the Company or any of its subsidiaries is in violation of or has liability under any Environmental Law or written request for information pursuant to any Environmental Law.

(c)  (i) The Company and each of the Company Subsidiaries have obtained and are in compliance with all Permits pursuant to Environmental Law (collectively “Environmental Permits”) necessary for their operations as presently conducted and (ii) all such Environmental Permits are valid and in good standing.

(d)  There are no Environmental Claims pending or, to the knowledge of the Company, threatened in writing, against the Company or any of the Company Subsidiaries.

(e)  Neither the Company nor any of the Company Subsidiaries has entered into or agreed to, or is otherwise subject to, any Judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Materials (as defined below).

(f)  There has been no treatment, storage or Release (as defined below) of any Hazardous Material that would be reasonably likely to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries or against any person whose liabilities the Company or any of the Company Subsidiaries has retained or assumed either contractually or by operation of law.

(g)  None of the Company, the Company Subsidiaries or any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law, has manufactured, sold or distributed any products containing asbestos in any form.

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(h)  (i) neither the Company nor any of the Company Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that would be reasonably likely to form the basis of any Environmental Claim (as defined below) against the Company or any of the Company Subsidiaries, and (ii) to the knowledge of the Company, no Environmental Claims are pending against any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law.

(i)  Definitions. As used in this Agreement:

(1) “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, directives, claims, liens, Judgments, investigations, proceedings or written notices of noncompliance, violation or potential responsibility alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (x) the presence or Release of, or exposure to, any Hazardous Materials at any location; or (y) the failure to comply with any Environmental Law;

(2) “Environmental Laws” means all applicable national, local and foreign laws, rules, regulations, Judgments, legally binding agreements, standards prescribed by Governmental Entities or Environmental Permits issued, promulgated or entered into by or with any Governmental Entity, relating to pollution or protection or restoration of natural resources or the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata), endangered or threatened species or human health (to the extent relating to exposure to Hazardous Materials);

(3) “Hazardous Materials” means any contaminant, pollutant, waste or other substance which is defined as hazardous or toxic under Environmental Laws, or the release or presence of which is regulated under any Environmental Law; and

(4) “Release” means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

SECTION 3.15. Intellectual Property. The Company or one of the Company Subsidiaries owns, or is validly licensed or otherwise has the right to use, all

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patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights, domain names and other proprietary intellectual property rights and computer programs (collectively, “Intellectual Property Rights”) used in the conduct of the business of the Company and the Company Subsidiaries, except where the failure to own, be validly licensed or have the right to use such Intellectual Property Rights, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. No claims are pending or, to the knowledge of the Company, threatened in writing that the Company or any Company Subsidiary is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right, except for any such claims that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. To the knowledge of the Company, no person is infringing the rights of the Company or any Company Subsidiary with respect to any Intellectual Property Right, except for such infringements that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.16. Contracts. (a) None of the Company, any of the Company Subsidiaries or, to the knowledge of the Company, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that, individually or in the aggregate, have not resulted and would not be reasonably likely to result in a Company Material Adverse Effect. A “Company Material Contract” means any contract to which the Company or any Company Subsidiary is a party that provides for payment or series of payments or performance by a party thereto having an aggregate value exceeding 100 million Japanese yen or equivalent amount of foreign currency therewith per year.

(b)  All Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company or the applicable Company Subsidiary in accordance with their terms, except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. None of the Company and the Company Subsidiaries has received any written notice of the intention of any party to terminate any Company Material Contract. Complete and correct copies of all Company Material Contracts, together with all material modifications and amendments thereto, have been made available to the Purchaser (either as an exhibit to a Filed SEL Document or otherwise).

SECTION 3.17. Title to Real Properties. (a) Each of the Company and each Company Subsidiary has good and marketable title to, or valid leasehold interests in, all its real properties free and clear of all Liens, except for such defects in title,

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easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  Except where the failure to comply, the failure to be in full force and effect or the default has not had and would not be reasonably likely to have a Company Material Adverse Effect, each of the Company and each Company Subsidiary has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, all such leases are in full force and effect and no extant notice of default has been given by either party to such leases, and no event has occurred, which with the giving of notice or the passage of time or both would constitute a default under any of such leases.

SECTION 3.18. Customers and Suppliers. (a) Since January 1, 2005, there has been no adverse change in the relationship of the Company with any customer of the Company or any Company Subsidiary with annual sales of $15 million or more or any of the 15 largest suppliers to the Company or any Company Subsidiary by annual sales volume (excluding utilities), except for such change that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  To the Knowledge of the Company, there is no material dispute with any customer with annual sales of $15 million or more in connection with any product sold by the Company or any Company Subsidiary to any such customer that has given rise or would be reasonably likely to give rise to a material liability or cost, except for such dispute that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.19. Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Deutsche Bank Securities Inc. and RHJI, the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.20. Financing. (a) The Company has received and accepted (1) a commitment letter dated November 27, 2006 (the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide the debt financing required by Mercury and its subsidiaries to effect the Refinancing (as defined below) and to pay related fees and expenses of the Transactions, (2) a commitment letter dated November 27, 2006 (the “Company Commitment Letter”), from Aozora Bank, Ltd., (the “Aozora”) relating to the commitment of Aozora to provide the bridge financing (the “Bridge Financing”) required by the Company, the Purchasers and the holders of Mercury common stock

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and holders of Mercury preferred stock to consummate the Merger, the Acquisition and the Other Stock Acquisitions, (3) the commitment letter dated November 27, 2006, from Aozora, on behalf of the lenders (the “Company Lenders”) under the Company’s existing credit facility (the “Company Consent Letter”) to enter into a consent agreement confirming the approval by the Company Lenders of certain amendments to the Company’s existing credit facility required thereunder by the Company in connection with the Transactions and Refinancing (as defined below) (the “Company Facility Amendments”) and (4) a commitment letter dated November 27, 2006 (the “Equity Commitment” and, together with the Commitment Letter, the Company Commitment Letter and the Company Consent Letter, the “Commitments”), between RHJI, and the Company relating to the agreement of RHJI to provide the equity financing to the Company as specified therein (the “RHJI equity financing”). The Company has provided or made available to the Purchasers’ Representative a true, correct and complete copy of each of the Commitments. The financing contemplated by the Commitment Letter, the Company Consent Letter and the Company Commitment Letter is referred to herein as the “Financing.”

(b)  Subject to their terms and conditions, the Financing and RHJI equity financing and HIP Stock Acquisition, when funded in accordance with the applicable terms and conditions of the Commitment Letter, Company Commitment Letter, Equity Commitment and HIP Stock Purchase Agreement, will provide Acquisition Sub with funds at the Effective Time sufficient to (i) consummate the Merger, (ii) finance the Consent Solicitations (as defined in the Merger Agreement), (iii) refinance the existing indebtedness of Mercury and its subsidiaries described in the Commitment Letter (the “Refinancing”), (iv) provide the Bridge Financing and (v) pay related fees and expenses of the Transactions.

SECTION 3.21. Other Preferred Stock Purchase Agreement. The Other Preferred Stock Purchase Agreement shall be entered into upon such terms and conditions that are substantially equivalent to the terms and conditions of this Agreement.

SECTION 3.22. Japanese Law. A Japanese corporation may issue shares, with the approval of its shareholders, at a purchase price less than the fair market value of such shares.

ARTICLE IV

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Company that:

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SECTION 4.01. Organization, Standing and Power. (a) The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to conduct its businesses as presently conducted.

SECTION 4.02. Accredited Investor; Private Offering. (a) The Purchaser is (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) a “qualified purchaser” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and (iii) is not an “investment company” as defined in Section 3 of the Investment Company Act, and meets at least one category and has indicated all categories applicable to it in each of Sections A, B and C of the Accredited Investor Questionnaire attached hereto as Exhibit A.

(b)  Private Offering. The Shares purchased by the Purchaser pursuant to this Agreement is being acquired for investment only and not with a view to any public distribution thereof, and the Purchaser shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act.

SECTION 4.03. Authority; Execution and Delivery; Enforceability. The Purchaser has all requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by the Purchaser of this Agreement and each Transaction Agreement to which it is a party and the consummation by it of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Purchaser. The Purchaser has duly executed and delivered this Agreement and each Transaction Agreement to which it is a party, and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the other parties thereto constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.04. No Conflicts; Consents. (a) The execution and delivery by the Purchaser of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Purchaser or any of its subsidiaries under, any provision of (i) the charter or organizational documents of the Purchaser or any of the Purchaser’s subsidiaries, (ii) any material Contract to which the Purchaser or any of its subsidiaries is a party or by which any of their respective

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properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to the Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have, a material adverse effect on the Purchaser (with respect to the Purchaser, a “Purchaser Material Adverse Effect”) (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No Consent of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to the Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party or the consummation of the Transactions to which the Purchaser is a party, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the U.S. SEC of (A) the U.S. Information Statement and (B) such reports under the Exchange Act as may be required in connection with the Merger Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (iii) the filing with the Bureau of the Information Statement as may be required under the SEL in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 4.05. Information Supplied. None of the information supplied or to be supplied by the Purchaser for inclusion or incorporation by reference in the Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

SECTION 4.06. Brokers. No broker, investment banker, financial advisor or other person, other than Keybanc Capital Markets, the fees and expenses of

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which will be paid by the Purchaser, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of the Purchaser.

ARTICLE V

Covenants Relating to Conduct of Business

SECTION 5.01. Conduct of Business. (a) Conduct of Business by the Company. Except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of the Purchaser:

(i)  (A) declare, set aside, allot or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(ii) issue, deliver, sell or grant (A) any shares of its capital stock, (B) any Voting Company Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Company Debt, voting securities or convertible or exchangeable securities or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights, restricted stock units or stock-based performance units, other than the issuance of the Company Common Stock and Company Preferred Stock issued in connection with the Transactions (including to RHJI pursuant to the Equity Commitment) and the issuance of Company Common Stock upon the

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exercise of Company Stock Options outstanding on the date of this Agreement and in accordance with their present terms;

(iii) amend its articles of incorporation, by-laws or other comparable charter or organizational documents, other than the Company Charter Amendment;

(iv) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP;

(v) make or change any material Tax election; or

(vi) authorize any of, or commit or agree to take any of, the foregoing actions.

(b)  Advice of Changes. The Company shall promptly advise the Purchaser orally and in writing of any change or event that has or could be reasonably likely to have a Company Material Adverse Effect.

ARTICLE VI

Additional Agreements

SECTION 6.01. Special Stockholder Meetings. The Company has duly called, given notice of, convened and held on November 16, 2006, (i) a meeting of the Company Common Stock stockholders, (ii) a meeting of the Company Class A Preferred Stock stockholders, (iii) a meeting of the Company Class B Preferred Stock stockholders and (iv) a general stockholders meeting of the Company (the “Company Stockholders Meetings”) and has obtained the Company Stockholder Approval, which is effective so long as the Closing occurs on or prior to January 16, 2007; provided that if the Closing has not occurred on or prior to January 16, 2007, then the Company shall, as soon as practicable following such date, duly call, give notice of, convene and hold additional Company Stockholders Meetings for the purpose of seeking the Company Stockholder Approval.

SECTION 6.02. Access to Information; Confidentiality. The Company shall, and shall cause each of its subsidiaries to, afford to the Purchaser and to the Purchaser’s officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Closing (as long as such access is not unreasonably disruptive to the business of the Company or its subsidiaries) to all their respective properties, books, contracts,

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commitments, personnel and records and, during such period, the Company shall, and shall cause each of its subsidiaries to, furnish promptly to the Purchaser (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Japanese securities laws and (b) all other information concerning its business, properties and personnel as the Purchaser may reasonably request; provided, however, that either party may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, would reasonably be expected to raise antitrust concerns for such party (or any of its affiliates) or (iii) such portions of documents or information that would reasonably be expected to jeopardize any attorney-client privilege or contravene any Law or fiduciary duty (provided that each party shall in good faith seek and implement a reasonable alternative to provide the Purchaser’s counsel with access to such document or information. All information exchanged pursuant to this Section 6.02 shall be subject to the terms of the confidentiality agreement dated September 29, 2005, between RHJI and Mercury (the “Confidentiality Agreement”) as if the Purchaser was a party thereto with the same obligations thereunder as Mercury.

SECTION 6.03. Commercially Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other Transactions. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights, including any rights under another Transaction Agreement, or to prohibit the Company from exercising any right under the Merger Agreement to terminate such agreement.

(b)  Prior to Closing, the Company shall give prompt notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement or any Transaction Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to be a waiver or cure of any such breach or failure to comply or affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or the Transaction Agreements.

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(c)  Nothing in Section 6.03(a) shall require the Purchaser to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Acquisition relating to the HSR Act, any Japanese competition Law or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws.

(d)  Nothing in this Section 6.03 shall require the Purchaser to (i) consent to any action or omission by the Company that would be inconsistent with Section 5.01 absent such consent or (ii) agree to amend or waive any provision of this Agreement.

SECTION 6.04. Fees and Expenses. All fees and expenses incurred in connection with the Acquisition and the other Transactions shall be paid by the party incurring such fees or expenses, whether or not the Acquisition is consummated.

SECTION 6.05. Public Announcements. The Purchaser on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Acquisition and the other Transactions and neither the Purchaser nor the Company shall issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

SECTION 6.06. Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Acquisition shall be paid by the Company, and the Purchaser shall reasonably cooperate with the Company in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.

SECTION 6.07. In the event that the Company is notified either orally or in writing that the TSE has commenced or intends to commence a proceeding to delist the Company Common Stock from the TSE as a result of the Merger, the Company shall use its reasonable best efforts to prevent the delisting of the Company Common Stock by the TSE or, alternatively, to list the Company Common Stock on another stock exchange or cause the Company Common Stock to be authorized for quotation on an automated quotation system.

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ARTICLE VII

Conditions Precedent

SECTION 7.01. Conditions to Each Party’s Obligation To Effect The Acquisition. The respective obligation of each party to effect the Acquisition is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)  Company Stockholder Approval. The Company shall have obtained the Company Stockholder Approval.

(b)  Antitrust. Any waiting period (and any extension thereof) applicable to the Acquisition under the Japanese Anti-Monopoly Law shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign Antitrust Law of any country, the absence of which would prohibit the consummation of the Acquisition or would be reasonably likely to have a Company Material Adverse Effect, shall have been obtained or made; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to obtain or make such consents, approvals and filings.

(c)  No Injunctions or Restraints. No temporary judgment issued by any court of competent jurisdiction or other law preventing the consummation of the Acquisition shall be in effect; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such judgment that may be entered.

(d)  Merger Agreement. The Company, Acquisition Sub and Mercury shall have consummated the transactions contemplated by the Merger Agreement without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(e)  Other Stock Purchase Agreements. The parties to each of the Other Stock Purchase Agreements shall have consummated the transactions contemplated by such Other Stock Purchase Agreement without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(f)  Japanese Regulatory. Any waiting periods (and any extensions thereof) applicable to the Acquisition under the FEL, SEL and JCL shall have been terminated or shall have expired.

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SECTION 7.02. Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Acquisition are further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of the Company in this Agreement (other than those set forth in Sections 3.01, 3.03 and 3.04) shall be true and correct, as of the date of this Agreement, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date), other than for such failures to be true and correct that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (it being agreed that for purposes of determining whether such representations and warranties shall be true and correct and applying the foregoing Company Material Adverse Effect qualifier, all such representations and warranties that already are qualified by reference to a Company Material Adverse Effect or other materiality qualifier shall be deemed to be not so qualified). The representations and warranties of the Company set forth in Sections 3.01, 3.03 and 3.04 that are qualified by a Company Material Adverse Effect or other materiality qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date). The Purchaser shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(b)  Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Purchaser shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

SECTION 7.03. Condition to Obligation of the Company. The obligation of the Company to effect the Acquisition is further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date) and the Company shall have received a certificate signed on behalf of the Purchaser to such effect.

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(b)  Performance of Obligations of the Purchaser. The Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of such Purchaser to such effect.

(c)  Company Lender Consent. The Company Facility Amendments shall have become effective on the terms and conditions contemplated in the Company Consent Letter.

ARTICLE VIII

Termination, Amendment and Waiver

SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Company and the Purchaser;

(b) by either the Company or the Purchaser:

(i) if the Acquisition is not consummated on or before March 15, 2007 (the “Outside Date”), unless the failure to consummate the Acquisition is the result of a willful and material breach of this Agreement by the party seeking to terminate this Agreement; provided, however, that the passage of such period shall be tolled for any part thereof during which any party shall be subject to a nonfinal order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Acquisition;

(ii) if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Acquisition and such order, decree, ruling or other action shall have become final and nonappealable;

(iii) if, upon the votes thereon at a duly held first round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained and, upon the votes thereon at a duly held second round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained; or

(iv) if the Merger Agreement is terminated in accordance with its terms;

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(c) by the Purchaser, if the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.02(a) or 7.02(b), and (B) cannot be or has not been cured by the Outside Date (provided that the Purchaser is not then in willful and material breach of any representation, warranty or covenant contained in this Agreement); or

(d) by the Company, if the Purchaser breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.03(a) or 7.03(b), and (ii) cannot be or has not been cured by the Outside Date (provided that the Company is not then in willful and material breach of any representation, warranty or covenant contained in this Agreement).

SECTION 8.02. Effect of Termination. In the event of termination of this Agreement by either the Company or the Purchaser as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or the Purchaser, other than Section 3.19, Section 4.06, the last sentence of Section 6.02, Section 6.04, this Section 8.02 and Article IX, which provisions shall survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any representation, warranty or covenant set forth in this Agreement, in which case the aggrieved party shall be entitled to all remedies available at law or in equity.

SECTION 8.03. Amendment. This Agreement may not be amended except by an instrument in writing signed by the Company and the Purchaser.

SECTION 8.04. Extension; Waiver. At any time prior to the Closing, the Company and the Purchaser may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Company or by the Purchaser on behalf of the Company or Purchaser, as applicable. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

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ARTICLE IX

General Provisions

SECTION 9.01. Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing, except for Section 3.03(b) which shall survive the Closing. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing.

SECTION 9.02. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)  if to the Purchaser

Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180-1300
Fax: (313) 792-4107

Attention: General Counsel

with a copy to:

Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Fax: (212) 450-3800

Attention:  John D. Amarosi; and

(b)  if to the Company, to

Asahi Tec Corporation

547-1 Horinouchi, Kikugawa City,

Shizuoka 439-8651, Japan

Fax: 81-537-36-4160

Attention:  Suguru Kimura

with a copy to:
Anderson Mori & Tomotsune

Izumi Garden Tower

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1-6-1, Roppongi, Minato-ku,

Tokyo 106-6036, Japan

Fax: (03) 6888-3067

Attention: Noritaka Niwano, Esq.

with a copy to:
RHJ International SA
Avenue Louise 326
1050 Brussels
Belgium

Attention: Bob Ewers

with a copy to:

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019

Attention:  Thomas E. Dunn, Esq.; and

The Company promptly shall provide the Purchaser with a copy of each notice delivered under the Merger Agreement.

SECTION 9.03. Definitions. For purposes of this Agreement:

The term “Additional Dividends” has the meaning assigned to it in the Share Terms.

An “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

“business day” means any day other than a Saturday or Sunday, on which banks located in Tokyo or New York are not required or authorized by law to remain closed.

“Conversion Trigger Event” means, with respect to the Shares, any 30-day period during which the market value of the Common Stock (as determined based on the closing sale price of the Common Stock on the TSE or such other securities exchange or automated quotation system on which the Common Stock is then listed or authorized for

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quotation) for each day in such period is equal to or greater than the conversion price of the Shares.

“Demand Offering Expenses” means all expenses incident to the Company’s performance of or compliance with Section 9.12, including all fees and expenses of compliance by the Company with securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and of the independent certified public accountants of the Company (including the expenses of any annual audit, special audit and “cold comfort” letters required by or incident to such performance and compliance), the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, and fees and expenses of other Persons retained by the Company (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of Shares by holders of such Shares or any expenses incurred by the holders of the Shares).

“Institutional Offering” means the private placement by the Company to institutional investors, with gross proceeds in an aggregate amount of at least $50,000,000, of capital stock of the Company or any successor in interest of the Company after the Closing Date, other than the IPO.

“IPO” means the first primary public offering by the Company, with gross proceeds in an aggregate amount of at least $75,000,000, of capital shares of the Company or any successor in interest of the Company after the Closing Date, other than the Institutional Offering.

The term “Liquidation Preference” has the meaning assigned to it in the Share Terms.

A “material adverse effect” on a party means (a) a material adverse effect on the business, assets, financial condition or results of operations of the party and its subsidiaries, taken as a whole except, in each case, to the extent arising or resulting from, or caused or attributable to, any of the following, individually or taken together:  (i) general U.S., Japanese or global economic, political or market conditions to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (ii) changes in applicable generally accepted accounting principles or Law, (iii) the public announcement of the Transactions, the consummation of the Transactions or the execution of the Transaction Agreements or (iv) acts of terrorism or war to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (b) a material adverse effect on the ability of the party to perform its obligations under this Agreement or the other Transaction Agreements to which it is a party or (c) a material adverse effect on the ability of the party to consummate the Transactions to which it is a party.

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A “person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

“Share Terms” means the Terms and Conditions of Preferred Class C Stock in the form attached hereto as Exhibit B.

“Stockholders Agreement” means the agreement to be executed by each of the Principal Company Stockholders, the Company and RHJI International S.A. (together with its affiliates, “RHJI”) dated as of the date hereof.

A “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person.

“Transaction Agreements” means this Agreement, the Merger Agreement and the Other Stock Purchase Agreements and documents delivered in connection with the foregoing.

“Transfer” means any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition of Shares, including any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition, whether voluntary or by operation of law (including any disposition by means of a merger, consolidation or similar transaction), of the stock, partnership interests, membership interests or any other ownership interests in the Company or any entity that is a direct or indirect beneficial or record owner of any Shares, or any other transaction that has the economic effect of Transferring Shares; provided that the Transfer of bona fide publicly traded shares of any holder of Shares (or of the ultimate parent company of any holder of Shares) shall not be a Transfer for the purposes of this Agreement.

SECTION 9.04. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

SECTION 9.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of

37

being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

SECTION 9.06. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Transaction Agreements, taken together with the Company Disclosure Letter, (a) constitute the entire agreement, and supersede after the date of this Agreement all prior agreements and understandings, both written and oral, among the parties with respect to the Transactions (other than the Confidentiality Agreement) and (b) are not intended to confer upon any person other than the parties any rights or remedies.

SECTION 9.08. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Japan are mandatorily applicable to the Acquisition or to the Shares.

SECTION 9.09. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 9.10. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or any Transaction Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or any Transaction Agreement and to enforce specifically the terms and provisions of this Agreement and each other Transaction Agreement in any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, in the event any dispute arises out of this Agreement, any Transaction Agreement or any Transaction, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave

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from any such court, (c) agrees that it will not bring any action relating to this Agreement or any other Transaction Agreement or any Transaction in any court other than any New York state court, any Federal court sitting in the State of New York or the State of Delaware or any Delaware state court and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any other Transaction Agreement or any other Transaction.

SECTION 9.11. Transfer Restrictions. (a) Other than (i) pursuant to the Demand Offering set forth in Section 9.12 and (ii) to any affiliate of the Purchaser controlled by the Purchaser (a “Permitted Transferee”), the Shares may not be transferred (other than with the prior written consent of RHJI, such consent not to be unreasonably withheld or delayed).

(b)  The Purchaser may not Transfer any Common Stock into which Shares have been converted (the “Restricted Shares”), other than Transfers to Permitted Transferees, during the following periods:  (i) for a period of 90 days following the Closing Date (the “Initial Restricted Period”), (ii) for a period of 180 days following the consummation of the Institutional Offering (or for such shorter lock-up period as the underwriters of the Institutional Offering require of RHJI or the Purchaser) (the “Institutional Restricted Period”) and (iii) for a period of 180 days after the date of the consummation of the IPO (or for such shorter lock-up period as the underwriters of the IPO require of RHJI or the Purchaser) (the “Offering Restricted Period” and, together with the Initial Restricted Period and the Institutional Restricted Period, each a “Restricted Period”); provided that no Restricted Period shall extend beyond 24 months from the Closing Date.

(c)  The Purchaser shall not Transfer to a Permitted Transferee any Shares or, during a Restricted Period, Restricted Shares unless the Purchaser first provides the Company five business days prior notice and such Permitted Transferee enters into a joinder agreement, pursuant to which it becomes a Purchaser under this Agreement, which joinder agreement shall be reasonably satisfactory to the Company. The Purchaser shall give the Company notice of any Transfer of Restricted Shares (other than during a Restricted Period) promptly after such Transfer.

(d)  If the Purchaser has Transferred all of its Shares and Restricted Shares in one or more Transfers not in violation of this Section 9.11, immediately following such Transfer the Purchaser shall cease to be a party to this Agreement.

SECTION 9.12. Demand Offering.

(a)  Demand Right.

(i)   (A) In the event that a Conversion Trigger Event does not occur during the four year period following the Closing Date, upon the written request

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of the Purchaser (a “Share Demand Notice”), the Company shall cooperate to effect one secondary offering of the Shares held by the Purchaser (a “Share Demand Offering”) as to the number of Shares specified in such request; provided that if the Purchaser first effects a Restricted Share Demand Offering (as defined below), the Purchaser shall not be entitled to effect any Share Demand Offering; (B) following the earlier of (x) the expiration of the Offering Restricted Period and (y) 24 months following the Closing Date, upon the written request of the Purchaser (a “Restricted Share Demand Notice”) and, together with a Share Demand Notice, a “Demand Notice”), the Company shall cooperate to effect one secondary offering of Restricted Shares held by the Purchaser (a “Restricted Share Demand Offering” and, together with a Share Demand Offering, each a “Demand Offering”) as to the number of Restricted Shares specified in such request; provided that if the Purchaser first effects a Share Demand Offering, the Purchaser shall not be entitled to effect any Restricted Share Demand Offering; and (C) any such request for a Demand Offering shall specify the number of Shares or Restricted Shares, as applicable, proposed to be offered for sale (the “Demand Offering Shares”) and shall also specify the intended method of distribution thereof. The Purchaser shall have the right to designate any of the following international or Japanese banks to participate as underwriters in a Demand Offering: Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JP Morgan, Lazard, Lehman Brothers, Merrill Lynch, Mizuho, Morgan Stanley, Nikko Citi and Nomura.

(ii) The Company shall use reasonable efforts to prepare and file offering materials, including a statutory prospectus, for any Demand Offering as promptly as reasonably practicable following delivery of the Demand Notice and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities, and shall make any other filings required under applicable laws and regulations to be made by the Company in connection with such Demand Offering, including the filing of securities notices. The Company shall supplement or make amendments to such offering materials as may be necessary to correct any material misstatement or omission contained therein, until such time as the Demand Offering is completed. The Company shall furnish to the holders of the Shares copies of any such supplement or amendment prior to its being used.

(iii) The Purchaser may withdraw its Demand Offering Shares from such Demand Offering at any time prior to the commencement of the marketing for such Demand Offering, in which case such Demand Offering shall be terminated and shall not count as the Demand Offering for the purpose of this Section 9.12(a).

(iv) The Company shall be required to effect only one Demand Offering pursuant to this Section 9.12(a) (including any Demand Offering exercised

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pursuant to Section 9.12(a)(v)), except that if the lead underwriter participating in the Demand Offering shall cut back by more than 30% the number of Demand Offering Shares to be offered in the Demand Offering by the Purchaser as provided in Section 9.12(b) below, the Purchaser shall have one additional right to make a Demand Offering as provided in this Section 9.12(a); provided, however, that in no event shall the Company be required to effect more than two Demand Offerings pursuant to this Section 9.12(a) (including any Demand Offering exercised pursuant to Section 9.12(a)(v)).

(v) In addition to the Purchaser’s right to effect up to two Demand Offerings pursuant to this Section 9.12, (x) the Principal Company Shareholders have a similar right to effect up to two demand offerings of Common Stock pursuant to the Stockholders Agreement and (y) DCX has a similar right to effect up to two demand offerings of either Common Stock or Shares pursuant to the Other Preferred Stock Purchase Agreement (collectively, each an “Other Demand Right”). If (i) one of the foregoing parties validly exercises an Other Demand Right in respect of shares of Common Stock and (ii) the Purchaser at such time continues to have the right under this Section 9.12(a) to effect a Restricted Share Demand Offering, then the Company promptly shall notify the Purchaser of the exercise of such Other Demand Right and the Purchaser shall have the right to participate in the offering of Common Stock being effected thereby by delivering written notice to the Company within ten business days of receipt thereof of its election to so offer Restricted Shares; provided that any such election to so participate shall be deemed an exercise by the Purchaser of its right under this Section 9.12(a) to effect a Restricted Share Demand Offering and otherwise shall be effected in accordance with this Section 9.12. The Purchaser shall have a similar right to participate in an offering of Shares effected by DCX pursuant to an Other Demand Right. The holders of Other Demand Rights also shall have a similar right to participate in a Restricted Share Demand Offering effected by the Purchaser pursuant to this Agreement and DCX shall have a similar right to participate in a Share Demand Offering effected by the Purchaser pursuant to this Agreement. In no event shall shares of Common Stock and Shares be offered in the same Demand Offering except with the approval of the Company and the Purchaser. “Priority Shares” means for purposes of this Agreement, as applicable, any shares of Common Stock offered by the Purchaser, DCX or the Principal Company Shareholders and any Shares offered by the Purchaser or DCX, in each case in an offering effected either pursuant to this Section 9.12 or pursuant to the exercise of an Other Demand Right by the Principal Company Shareholders or DCX.

(b)  Reduction of Offering. Notwithstanding anything contained herein, if the lead underwriter of an underwritten offering described in Section 9.12(a) (including any such offering being effected in connection with the exercise of an Other Demand Right as provided in Section 9.12(a)(v)) (collectively,

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a “Specified Offering”) delivers a written opinion to the Company that the number of Shares or Common Shares, as applicable (the “Offered Shares”), that the holders of Offered Shares intend to include in such specified Offering is such that the success of any such offering would be materially and adversely affected, including the price at which the Offered Shares can be sold, then the number of Offered Shares to be included in the Specified Offering for the account of the holders of the Offered Shares shall be reduced pro rata to the extent necessary to reduce the total amount of Offered Shares to be included in any such Specified Offering to the amount recommended by such lead underwriter; provided, however, that priority shall be (i) first, the Priority Shares requested to be included in the Specified Offering for the account of the holders of the Priority Shares, allocated pro rata among them in accordance with the number of Priority Shares held by each of them until all of such shares have been included, (ii) second, Offered Shares proposed to be offered by the Company for its own account and (iii) third, pro rata among any other Offered Shares of the Company requested to be included in the Demand Offering by the holders thereof pursuant to a contractual right, so that the total number of Offered Shares to be included in any such offering for the account of all such Persons will not exceed the number recommended by such lead underwriter.

(c)  Demand Offering Procedures. Subject to the provisions of Section 9.12(a), in connection with the Demand Offering, the Company will as promptly as reasonably practicable:

(i) Furnish to the holders of the Demand Offering Shares, if requested, prior to such offering, copies of such offering material for such Demand Offering, and thereafter such number of copies of each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), and such other documents in such quantities as the holders of the Demand Offering Shares may reasonably request from time to time in order to facilitate the disposition of the Demand Offering Shares.

(ii) Promptly notify the holders of the Demand Offering Shares of the happening of any event as a result of which the offering memorandum included in such offering materials or amendment contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Company will promptly prepare a supplement or amendment to such offering materials so that such offering memorandum will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iii) Make available for inspection by the holders of the Demand Offering Shares, any underwriter participating in any disposition pursuant to such

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Demand Offering, any attorney for the holders of the Demand Offering Shares or the underwriter and any accountant or other agent retained by the holders of the Demand Offering Shares or any such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable each of them to exercise its due diligence responsibility, and cause the officers, directors and employees of the Company and its Subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Demand Offering; provided, however, that (i) Records and information obtained hereunder shall be used by such Inspector only to exercise its due diligence responsibility, (ii) Records or information that the Company determines, in good faith, to be confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records or information is necessary to avoid or correct a material misstatement or omission in the offering materials for such Demand Offering or (y) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction and (iii) the Company may require, as a condition to the provision to any Inspector of any Records, that such Inspector execute and deliver to the Company a written agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such Inspector agrees to the confidential treatment of such Records.

(iv) Cause members of senior management of the Company to prepare materials for and participate in a customary road show in connection with the Demand Offering.

(d)  Conditions to Demand Offerings. The obligations of the Company to take the actions contemplated by Sections 9.12(a) and 9.12(c) with respect to a Demand Offering:

(i) The holders of the Demand Offering Shares shall conform to all applicable requirements of the SEL and TSE with respect to the offering and sale of securities.

(ii) The holders of the Demand Offering Shares shall advise each underwriter through which any of the Shares are offered that the Shares are part of a distribution that is subject to the offering materials delivery requirements of the SEL or the TSE.

(iii) The Company may require the holders of the Demand Offering Shares to furnish to the Company such information regarding the holders of the Demand Offering Shares or the distribution of the Demand Offering Shares as the Company may from time to time reasonably request in writing, in each case only as required by the SEL or TSE.

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(iv) Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 9.12(c)(ii) or a condition described in Section 9.12(e), the holders of the Demand Offering Shares will forthwith discontinue and cause the holders of the Demand Offering Shares to discontinue disposition of the Demand Offering Shares pursuant to the Demand Offering until the holders of the Demand Offering Shares receive copies of the supplemented or amended offering materials contemplated by Section 9.12(c)(ii) or notice from the Company of the termination of the Deferral Period (as defined in Section 9.12(e)) and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the possession of the holders of the Demand Offering Shares) of the most recent offering materials covering such Demand Offering Shares that was current at the time of receipt of such notice.

(e)  Black-out Period. The Company’s obligations pursuant to Section 9.12(a) shall be suspended if compliance with such obligations would (a) in the Company’s good faith determination based upon the advice of outside legal counsel, violate applicable law or (b) require the Company to disclose a material financing, acquisition or other corporate development, and the proper officers of the Company have determined, in the good faith exercise of their reasonable business judgment, that such disclosure is not in the best interests of the Company; provided, however, that any such suspension shall not exceed 90 days and all such suspensions shall not exceed 180 days in any twelve-month period (the “Deferral Period”). The Company shall promptly give the holders of the Demand Offering Shares written notice of any such suspension containing the approximate length of the anticipated delay, and the Company shall notify the holders of the Demand Offering Shares upon the termination of the Deferral Period.

(f)  Demand Offering Expenses. The Company shall pay all of its Demand Offering Expenses incident to its performance of, and compliance with, the Demand Offering pursuant to Section 9.12(a). Each holder of Demand Shares shall pay all discounts and commissions payable to underwriters, selling brokers, managers or other similar Persons related to the sale or disposition of such holder’s Demand Offering Shares pursuant to any Demand Offering in proportions to the amount of such holder’s Demand Offering Shares included in such Demand Offering and all of its other expenses in connection therewith.

(g)  Indemnification. (i) If required by the underwriters participating in the Demand Offering, the Company will execute and deliver a customary indemnity agreement, with respect to the information regarding the Company and its subsidiaries (but not the Purchaser) included in the offering materials prepared by the Company and used for such Demand Offering, in favor of the underwriters participating in the Demand Offering and their Affiliates.

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(ii) The Company will execute and deliver a customary indemnity agreement, with respect to the information regarding the Company and its subsidiaries (but not the Purchaser) included in the offering materials prepared by the Company and used for such Demand Offering, in favor of the Purchaser participating in the Demand Offering.

(h)  Termination. The Company shall not have an obligation pursuant to this Section 9.12 to effect a Restricted Share Demand Offering unless the aggregate amount of Restricted Shares owned by the Purchaser represent at least 5% of the Common Shares of the Company.

SECTION 9.13. Notice of Share Redemption. (a) At least 30 days but not more than 60 days prior to the date of any redemption of Shares pursuant to subsection 3(a) or 3(b) of the Share Terms, a written notice shall be mailed to each holder of record of Shares to be redeemed in a postage prepaid envelope addressed to such holder at his post office address as shown on the records of the Company, notifying such holder of the election of the Company to redeem such shares, stating the date fixed for redemption thereof (the “Redemption Date”) and calling upon such holder to surrender to the Company on the Redemption Date at the place designated in such notice his Certificate or Certificates representing the number of Shares specified in such notice of redemption in accordance with subsection 3 of the Share Terms.

(b)  On or after the Redemption Date each holder of Shares to be redeemed shall present and surrender his Certificate or Certificates for such Shares to the Company at the place designated in such notice and thereupon the redemption price of such Shares shall be paid to or on the order of the person whose name appears on such Certificate or Certificates as the owner thereof and each surrendered Certificate shall be canceled in accordance with subsection 3 of the Share Terms.

(c)  From and after the Redemption Date (unless default shall be made by the Company in payment of the redemption price) all dividends on the Shares designated for redemption in such notice shall cease to accrue and all rights of the holders thereof as stockholders of the Company, except the right to receive the redemption price thereof (including an amount equal to all accrued and unpaid dividends up to the Redemption Date) upon the surrender of Certificates representing the same, shall cease and terminate and such Shares shall not thereafter be transferred (except with the consent of the Company) on the books of the Company and such Shares shall not be deemed to be outstanding for any purpose whatsoever.

(d)  At its election, the Company prior to the Redemption Date may deposit the redemption price (including an amount equal to all accrued and unpaid dividends up to the Redemption Date) of the Shares so called for redemption in trust for the holders thereof with a Japanese bank or trust company, in which case such notice to holders of the Shares to be redeemed shall state the date of such

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deposit, shall specify the office of such bank or trust company as the place of payment of the redemption price and shall call upon such holders to surrender the Certificates representing such Shares at such price on or after the date fixed in such redemption notice (which shall not be later than the Redemption Date) against payment of the redemption price (including all accrued and unpaid dividends up to the Redemption Date). From and after the making of such deposit, the Shares so designated for redemption shall not be deemed to be outstanding for any purpose other than conversion pursuant to subsection 4 of the Share Terms and the rights of the holders of such shares shall be limited to (i) the conversion rights pursuant to subsection 4 of the Share Terms and (ii)the right to receive the redemption price of such shares (including all accrued and unpaid dividends up to the Redemption Date), without interest, upon surrender of the certificates representing the same to the Company at said office of such bank or trust company. Any interest accrued on such funds shall be paid to the Company from time to time. Any moneys so deposited which shall remain unclaimed by the holders of Shares at the end of six months after the Redemption Date shall be returned by such bank or trust company to the Company, after which the holders of such Shares shall have no further interest in such moneys, except as unsecured claimants of the Company.

SECTION 9.14. Mechanics of Conversion of Shares into Common Stock. (a) The conversion right of a holder of Shares pursuant to subsection 4 of the Share Terms shall be exercised by such holder by the surrender to the Company of the Certificate or Certificates representing such Shares to be converted at any time during usual business hours at its principal place of business or the offices of its duly appointed transfer agent to be maintained by it, accompanied by written notice to the Company that the holder elects to convert all of the Shares represented by such Certificate or Certificates and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Company or its duly appointed transfer agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed transfer agent duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 9.14(c). Immediately prior to the close of business on the date of receipt by the Company or its duly appointed transfer agent of notice of conversion of Shares, each converting holder of Shares shall be deemed to be the holder of record of Common Stock issuable upon conversion of such holder’s Shares. On the date of any conversion, all rights with respect to the Shares so converted, including the rights, if any, to receive notices, will terminate, except only the rights of holders thereof to (i) receive certificates for the number of whole shares of Common Stock into which such Shares have been converted and (ii) exercise the rights to which they are entitled as holders of Common Stock.

(b)  The Company shall at all times reserve and keep available for issuance upon the conversion of any Shares such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit

46

the conversion of all outstanding Shares, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding Shares.

(c)  The issuance or delivery of certificates for Common Stock upon the conversion of Shares pursuant to subsection 4 of the Share Terms shall be made without charge to the converting holder of Shares for such certificates or for any Tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the Shares converted; provided, however, that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the relevant Shares and the Company shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such Tax or shall have established to the reasonable satisfaction of the Company that such Tax has been paid.

(d)  Upon conversion of the Shares into Company Common Stock pursuant to the terms of subsection 4 of the Share Terms, (i) the Company Common Stock will have been duly registered under the requirements of the SEL, (ii) an application for the listing thereof will have been duly filed with the TSE and (iii) subject to the terms of this Agreement and to TSE reporting requirements, the Company Common Stock may be transferred by the Purchaser without the requirement of further registration thereof under the requirements of the SEL or the TSE, other than as a result of acts of the Purchaser.

SECTION 9.15. Notice of Adjustment of Share Conversion Price.  (a) Whenever the conversion price of the Shares is adjusted pursuant to subsection 5 of the Share Terms, the Company shall (i) compute the adjusted conversion price in accordance with subsection 5 of the Share Terms and prepare and transmit to the transfer agent an officer’s certificate setting forth the adjusted conversion price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the conversion price (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), the Company or, at the request and expense of the Company, the transfer agent, shall provide a written notice to the holders of Shares of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the conversion price was determined and setting forth the adjusted conversion price.

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(b)  Reversal of Adjustment. If at any time the Company takes a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then no adjustment in the conversion price of the Shares then in effect shall be required by reason of the taking of such record.

SECTION 9.16. Transactions with Affiliates. The Company shall comply with its affiliate transactions covenant under its credit facilities with the Company Lenders, whether or not such facility otherwise remains in effect.

SECTION 9.17. Limitations. (a) Except as expressly permitted by this Section 9.16, the Company shall not and shall not permit any of its Subsidiaries to (i) declare, pay or set apart for payment any dividend or make any distribution on, or directly or indirectly purchase, redeem or discharge any mandatory redemption, sinking fund or other similar obligation in respect of any other stock of the Company ranking on a parity with the Shares as to dividends or liquidation rights (collectively, “Parity Securities”), or in respect of any warrants, rights or options exercisable for or convertible into any such Parity Securities or (ii) declare, pay or set apart for payment any dividend or make any distributions on, or, directly or indirectly, purchase, redeem or satisfy any such mandatory redemption, sinking fund or other similar obligation in respect of any stock of the Company ranking junior to the Shares as to dividends or liquidation rights (collectively, “Junior Securities”), or in respect of any warrants, rights or options exercisable for or convertible into any Junior Securities; provided, however, that (A) with respect to dividends and distributions, payments may be made or amounts set aside for payment of dividends on Parity Securities if prior to or concurrently with such payment or setting apart for payment, all accrued and unpaid dividends on the Shares not paid on the dates upon which such payment is due hereof (including Additional Dividends) shall have been or shall be paid; (B) with respect to any purchase, redemption or retirement of Parity Securities, Shares shall be redeemed so that the number of Shares and Parity Securities so purchased or redeemed shall bear to each other the same ratio that the liquidation preference of the Shares and the liquidation preference of such Parity Securities shall bear to each other; and (C) dividends and distributions may be made or set aside for payment in respect of any Junior Securities or redemptions, repurchases or retirements of any Junior Securities may be made if (x) the Company, prior to making such dividends or distributions in respect of any Junior Securities, has paid in cash all accrued dividends on the Shares and is not then in arrears on payment of any dividends on the Shares or (y) the Conversion Trigger Event has occurred. In addition, notwithstanding the foregoing, the Company will be permitted to (1) pay dividends and distributions in respect of capital stock in the form of Junior Securities and dividends and distributions in respect of Parity Securities in the form of Parity Securities; (2) pay dividends or make other distributions in respect of any capital stock if at the time of declaration of such dividend or distribution the Company could have made such payment

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in compliance with this Section 9.16; (3) exchange or replace Junior Securities with other Junior Securities or other Parity Securities with Parity Securities or Junior Securities; and (4) make payments to redeem, repurchase or acquire for value Junior Securities or Parity Securities or options in respect thereof, in each case in connection with any repurchase, cash settlement, put or call provisions under employee stock option, management subscription, retained share or stock purchase agreements or other agreements to compensate employees, including in respect of restricted stock awards.

(b)  So long as any Shares are outstanding and unless the vote or consent of the holders of a greater number of Shares shall then be required by law, except as otherwise provided in the Certificate of Incorporation, the Company shall not amend the Company Charter without the approval, by vote or written consent, by the holders of at least two-thirds of the then outstanding Shares if such amendment would amend any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any Shares so as to affect such holders adversely. Without limiting the generality of the preceding sentence, the Company will not amend the Certificate of Incorporation without the approval by the holders of at least two-thirds of the then outstanding Shares if such amendment would:

(i) change the relative seniority rights of the holders of the Shares as to the payment of dividends in relation to the holders of any other capital stock of the Company, or create any other class or series of capital stock entitled to (a) seniority as to liquidation preferences or dividend, repurchase or redemption rights, or (b) parity as to liquidation preferences or dividend, repurchase or redemption rights, in each case in relation to the holders of the Shares;

(ii) reduce the amount payable to the holders of the Shares upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, or change the relative seniority of the liquidation preference of the holders of the Shares to the rights upon liquidation of the holders of other capital stock of the Company, or change the dividend or redemption rights of the holders of the Shares;

(iii) cancel or modify the rights of the holders of the Shares with respect to redemption, conversion, anti-dilution, priority upon liquidation or dissolution or voting rights or under this Section 9.16;

(iv) increase or decrease (other than by redemption or purchase and any subsequent filing in connection therewith) the authorized number of Shares;

(v) allow for the issuance of any Parity Securities, provided, however, that Parity Securities may be issued without such approval solely to finance (1) an investment by the Company or any Subsidiary of the Company in any other person pursuant to which such person shall become a Subsidiary of the Company or any Subsidiary of the Company, or shall be merged with or into the Company

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or any Subsidiary of the Company, or (2) the acquisition by the Company or any Subsidiary of the Company of the assets of any person which constitute all or substantially all of the assets of such person or comprises any division or line of business of such person or any other properties or assets of such person acquired outside of the ordinary course of business; provided that, in each case, such issuance is to a person or persons having a direct or indirect beneficial interest in the person or assets so acquired by the Company or any Subsidiary of the Company or to refinance debt or preferred stock incurred or assumed in connection with an acquisition described in clause (1) or (2) above so long as the initial liquidation preference of any such Parity Securities (exclusive of accrued or pay-in-kind dividends thereon after issuance, which shall be permitted) does not exceed in the aggregate the Japanese yen equivalent of $25 million at the time of such issuance; or

(vi) allow for the issuance of any capital stock of the Company ranking prior in right of payment as to dividends or upon liquidation, dissolution or winding-up of the Company (“Senior Securities”).

(c)  So long as any of the Shares are outstanding and unless the vote or consent of the holders of a greater number of Shares shall then be required by law, the consent of the holders of two-thirds of all of the outstanding Shares (given in person or by proxy, either by written consent pursuant to the JCL or by a vote at an extraordinary meeting of stockholders called for such purpose or at any annual meeting of stockholders, with the holders of Shares voting as a class and with each Share having one vote) shall be required prior to the sale, lease or conveyance of all or substantially all of the Company’s assets or the merger or consolidation of the Company with or into any other entity if as a result of such transaction the Shares would be cashed out for less than 100% of the Liquidation Preference of such Share plus any accrued and unpaid dividends (including Additional Dividends)), or as a result of which the Shares would continue in existence (either as stock in the Company or in the surviving company in a merger or in any parent company of the Company or such surviving corporation) but with an adverse alteration in its specified designations, rights, preferences or privileges, including the rights set forth in Sections 9.11 through 9.22 of this Agreement.

(d)  Nothing herein contained shall be construed so as to require a class vote or the consent of the holders of the outstanding Shares (i) in connection with any increase in the total number of authorized shares of Common Stock, or (ii) in connection with the authorization or increase of any class or series of Junior Securities.

(e)  The limitations stated in this Section 9.16 shall not apply if, at or prior to the time when the distribution, payment, purchase, redemption, discharge, conversion, exchange, amendment, alteration, repeal, issuance, sale, lease,

50

conveyance, merger or consolidation is to occur, as the case may be, provision is made for the redemption or reacquisition of all Shares at the time outstanding. Nothing herein contained shall in any way limit the right and power, subject to the limitations set forth herein, of the Company to issue the presently authorized but unissued shares of its capital stock, or bonds, notes, mortgages, debentures, and other obligations, and to incur indebtedness to banks and to other lenders.

SECTION 9.18. Change in Control. (a) If a Change in Control (as hereinafter defined) shall occur prior to a Conversion Trigger Event, and, as a result of such Change in Control the Shares cease to be convertible into an equity security that is listed on a stock exchange or authorized for quotation on an automated quotation system, then each holder of Shares shall have the right to require that the Company purchase such holder’s Shares, in whole or in part, out of Company Funds legally available therefore under the JCL (the “Legally Available Funds”) and subject to necessary procedures under the JCL at a cash purchase price (a “Change in Control Payment”) in an amount equal to 100% of the liquidation preference of such Shares, plus accrued and unpaid dividends (including on any Additional Dividends, if any, to the date of purchase, pursuant to the offer described below (the “Change in Control Offer”) and the other procedures set forth herein.

(b)  Within the time period specified in subsection 9.18(d), the Company shall mail a notice to each holder of Shares, with the following information: (i) a Change in Control Offer is being made pursuant to this Section 9.18 and that all Shares properly tendered pursuant to such Change in Control Offer will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, except as may be otherwise required by applicable Law (the “Change in Control Payment Date”); (iii) any Shares not properly tendered will remain outstanding and continue to accrue dividends; (iv) unless the Company defaults in making the Change in Control Payment, all Shares accepted for payment pursuant to the Change in Control Offer will cease to accumulate dividends on the Change in Control Payment Date; (v) holders of Shares electing to have any Shares purchased pursuant to a Change in Control Offer will be required to surrender such Shares, properly endorsed for transfer, to the transfer agent for the Shares at the address specified in the notice prior to the close of business on the third Business Day preceding the Change in Control Payment Date; (vi) holders of Shares will be entitled to withdraw their tendered Shares and their election to require the Company to purchase such Shares, provided that the transfer agent receives, not later than the close of business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the holder of Shares, the number of Shares tendered for purchase, and a statement that such holder is withdrawing his tendered Shares and his election to have such Shares purchased; and (vii) that holders whose Shares are being purchased only in part will be issued, to the extent applicable, a new certificate or certificates for Shares equal in number to the unpurchased portion of the Shares surrendered.

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(c)  On the Change in Control Payment Date, the Company shall, to the extent permitted by Law, (i) accept for payment all Shares properly tendered pursuant to the Change in Control Offer, (ii) deposit with the transfer agent for the Shares an amount in cash equal to the aggregate Change in Control Payment in respect of all Shares so tendered and (iii) deliver, or cause to be delivered, to such transfer agent for cancellation the Shares so accepted. The Company shall promptly mail, or cause to be mailed, to each holder of Shares the Change in Control Payment for such Shares, and new Shares equal in aggregate liquidation preference to any unpurchased portion of Shares surrendered, if any.

(d)  The Company shall mail the notice referred to in Section 9.13(b) above not later than 60 days after learning of a Change in Control specified in Section 9.15(e)(i) or (ii) below or not more than 60 days after an occurrence specified in Section 9.15(e)(iii) (such 60th day being the “Notice Trigger Date”). Prior to making a Change in Control Offer, but in any event not later than the Notice Trigger Date, the Company covenants to (i) repay in full all indebtedness under agreements containing change of control puts or defaults (and terminate all commitments thereunder) or offer to repay in full all such indebtedness (and terminate all commitments) and to repay the indebtedness owed to (and terminate the commitments of) each creditor which has accepted such offer or (ii) obtain the requisite consents in respect of such indebtedness to permit the purchase of Shares. The Company will first comply with the covenant in the preceding sentence before it will be required to repurchase Shares pursuant to the provisions described below.

(e)  The occurrence of any of the following events will constitute a “Change in Control”:

(i) any person or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “1934 Act”) other than RHJI (an “other entity”) shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the 1934 Act, of capital stock representing a majority of the voting power for the election of the Directors of the Company; or

(ii) the Company, directly or indirectly, consolidates or merges with any other entity or sells or leases it properties and assets substantially as an entirety to any other entity, and, immediately following such transaction, a person or group, within the meaning of Section 13(d)(3) of the 1934 Act, other than RHJI, beneficially owns capital stock representing a majority of the voting power for the election of Directors of the Company.

SECTION 9.19. Board Observer Right. In the event that the Company shall fail to discharge its obligation to redeem Shares pursuant to Subsection 3(a) of the Share Terms and a Conversion Trigger Event has not occurred, the holders of the Shares shall have the right to collectively designate one observer to the Board of Directors of the Company. Such observer shall be removed from the Board of Directors of the Company

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immediately following the discharge by the Company of its obligation to redeem Shares pursuant to Subsection 3(a) of the Share Terms or upon the occurrence of a Conversion Trigger Event. Such observer may be removed at any time by the vote of the majority of the holders of Shares.

SECTION 9.20. Voting Rights. The Holders of the Shares shall not, except as required by Japanese law, have any right or power to vote on any question or in any proceedings or to be represented at, or to receive notice of, any meeting of the Company’s stockholders. On any matters on which the holders of the Shares shall be entitled to vote, they shall be entitled to one vote for each share held.

SECTION 9.21. Purchaser Consent. (a) The Purchaser hereby consents, with respect to the limitations set forth in the Shareholders Agreement by and among Mascotech, Inc., Masco Corporation, Richard Manoogian, Richard and Jane Manoogian Foundation, the Heartland Entities listed on the signature pages thereto and the HIP Co-Investors listed on the signature pages thereto, dated as of November 28, 2000 (the “Mercury Shareholders Agreement”), to Mercury’s participation in the Transactions and to the TM Distribution (as defined in the Merger Agreement) (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing). The Purchaser further consents and acknowledges that at the Effective Time the Mercury Shareholders Agreement shall terminate and be of no force and effect.

(b)  The Purchaser hereby consents to the Merger and the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing).

(c)  The Purchaser, by the execution and delivery of this Agreement, hereby waives in relation to the Merger its rights under Section 262 of the Delaware General Corporation Law (“Section 262”) in connection with its Appraisal Shares (as defined in the Merger Agreement) including any rights to demand appraisal of its Appraisal Shares, and hereby consents and agrees, in relation to the Merger, not to exercise any rights under Section 262, including any appraisal rights, with respect to its Appraisal Shares.

SECTION 9.22. Information Rights. So long as the Purchaser holds Shares, or holds Restricted Shares representing at least 5% of the total number of outstanding shares of Common Stock, the Purchaser shall be entitled to receive, in an English language version, (if otherwise available), as promptly as practicable after such information is available (i) quarterly consolidated unaudited financial statements and reports of the Company, (ii) consolidated annual audited financial statements and reports of the Company, and (iii) such other information relating to the business, affairs (including any matter customarily requiring the approval of the Board of Directors), prospects or condition (financial or otherwise) of the Company as is available to the Company and that the Purchaser may reasonably request or that customarily is provided

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to RHJI; provided that the Purchaser may waive its rights under this Section 9.22 at any time in its sole discretion.

SECTION 9.23. Authoritative Version of Share Terms. The Company and the Purchaser agree (i) to use commercially reasonable efforts to cause the Share Terms to be translated into a Japanese version reasonably satisfactory to both parties so as to reflect accurately in Japanese the Terms and Conditions attached hereto as Exhibit B and (ii) that such Japanese version of the Share Terms shall govern and be the authoritative version of the Share Terms.

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IN WITNESS WHEREOF, the Company and the Purchaser have duly executed this Agreement, all as of the date first written above.

ASAHI TEC CORPORATION,
by	/s/ AKIRA NAKAMURA
	Name: Akira Nakamura
	Title:   President
MASCO CORPORATION,
by	/s/ PETER A. DOW
	Name:	Peter A. Dow
	Title:	Chairman of a Special Committee of the Board of Directors of Masco Corporation

EX-99.(D)(6)

Exhibit (d)(6)

AMENDED AND RESTATED
PREFERRED STOCK PURCHASE AGREEMENT

Dated as of November 27, 2006

Between

Asahi Tec Corporation

and

DaimlerChrysler Corporation

TABLE OF CONTENTS

		Page
ARTICLE I
Purchase and Sale of Shares; Dollar/Yen Exchange
SECTION 1.01.	Purchase and Sale of the Shares	2
SECTION 1.02.	Dollar/Yen Exchange	2
ARTICLE II
Closing
SECTION 2.01.	Closing	2
SECTION 2.02.	Transactions to Be Effected at the Closing	3
ARTICLE III
Representations and Warranties of the Company
SECTION 3.01.	Organization, Standing and Power	4
SECTION 3.02.	Company Subsidiaries; Equity Interests	4
SECTION 3.03.	Capital Structure; the Shares	5
SECTION 3.04.	Authority; Execution and Delivery; Enforceability	6
SECTION 3.05.	No Conflicts; Consents	7
SECTION 3.06.	SEL Documents; Undisclosed Liabilities	9
SECTION 3.07.	Information Supplied	10
SECTION 3.08.	Absence of Certain Changes or Events	10
SECTION 3.09.	Taxes	12
SECTION 3.10.	Absence of Changes in Benefit Plans	14
SECTION 3.11.	Benefit Plans	15
SECTION 3.12.	Litigation	18
SECTION 3.13.	Compliance with Applicable Laws	18
SECTION 3.14.	Environmental Matters	19
SECTION 3.15.	Intellectual Property	21
SECTION 3.16.	Contracts	21
SECTION 3.17.	Title to Real Properties	22
SECTION 3.18.	Customers and Suppliers	22
SECTION 3.19.	Brokers; Schedule of Fees and Expenses	23
SECTION 3.20.	Financing	23
SECTION 3.21.	Other Preferred Stock Purchase Agreement	24

ARTICLE IV
Representations and Warranties of the Purchaser
SECTION 4.01.	Organization, Standing and Power	24
SECTION 4.02.	Accredited Investor; Private Offering	24
SECTION 4.03.	Authority; Execution and Delivery; Enforceability	24
SECTION 4.04.	No Conflicts; Consents	25
SECTION 4.05.	Information Supplied	26
SECTION 4.06.	Brokers	26
ARTICLE V
Covenants Relating to Conduct of Business
SECTION 5.01.	Conduct of Business	26
ARTICLE VI
Additional Agreements
SECTION 6.01.	Special Stockholder Meetings	28
SECTION 6.02.	Access to Information; Confidentiality	28
SECTION 6.03.	Commercially Reasonable Efforts; Notification	28
SECTION 6.04.	Fees and Expenses	30
SECTION 6.05.	Public Announcements	30
SECTION 6.06.	Transfer Taxes	30
ARTICLE VII
Conditions Precedent
SECTION 7.01.	Conditions to Each Party’s Obligation To Effect The Acquisition	30
SECTION 7.02.	Conditions to Obligations of the Purchaser	31
SECTION 7.03.	Condition to Obligation of the Company	32
ARTICLE VIII
Termination, Amendment and Waiver
SECTION 8.01.	Termination	33
SECTION 8.02.	Effect of Termination	34
SECTION 8.03.	Amendment	34

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SECTION 8.04.	Extension; Waiver	34
ARTICLE IX
General Provisions
SECTION 9.01.	Nonsurvival of Representations and Warranties	34
SECTION 9.02.	Notices	34
SECTION 9.03.	Definitions	36
SECTION 9.04.	Interpretation	38
SECTION 9.05.	Severability	38
SECTION 9.06.	Counterparts	38
SECTION 9.07.	Entire Agreement; No Third-Party Beneficiaries	38
SECTION 9.08.	Governing Law	38
SECTION 9.09.	Assignment	39
SECTION 9.10.	Enforcement	39
SECTION 9.11.	Transfer Restrictions	39
SECTION 9.12.	Demand Offering	40
SECTION 9.13.	Notice of Share Redemption	45
SECTION 9.14.	Mechanics of Conversion of Shares into Common Stock	47
SECTION 9.15.	Notice of Adjustment of Share Conversion Price	48
SECTION 9.16.	Transactions with Affiliates	49
SECTION 9.17.	Limitations	49
SECTION 9.18.	Change in Control	52
SECTION 9.19.	Board Observer Right	53
SECTION 9.20.	Voting Rights	54
SECTION 9.21.	Purchaser Consent	54

iii

AMENDED AND RESTATED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of November 27, 2006, between Asahi Tec Corporation, a Japanese corporation (the “Company”), and DaimlerChrysler Corporation, (the “Purchaser”).

WHEREAS the Company and the Purchaser entered into a Stock Purchase Agreement dated as of August 31, 2006 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein:

WHEREAS the Purchaser desires to purchase from the Company, and the Company desires to sell to the Purchaser, 97,098 newly issued shares of Class C Preferred Stock of the Company, which shall have an aggregate liquidation preference equal to 9,709,300,000 and the other terms and conditions set forth in the Share Terms (as defined in Section 9.03) (the “Shares”).

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the parties’ willingness to enter into this Agreement, the Company, Argon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Acquisition Sub”), and Metaldyne Corporation, a Delaware corporation (“Mercury”), have entered into an amended and restated agreement and plan of merger dated as of the date of this Agreement (the “Merger Agreement”), whereby Acquisition Sub will be merged with and into Mercury, with Mercury as the surviving corporation, and Mercury will become a wholly-owned subsidiary of the Company (the “Merger”);

WHEREAS simultaneously with the execution and delivery of this Agreement and as a condition to the Company’s willingness to enter into this Agreement, (a) the Company and certain stockholders of Mercury listed on Schedule I hereto (the “Principal Company Stockholders”) have entered into an amended and restated stock purchase agreement dated as of the date of this Agreement (the “Company Stock Purchase Agreement”), whereby the Principal Company Stockholders will acquire shares of Company Common Stock (as defined in Section 3.03) using the Merger Consideration (as defined in the Merger Agreement) received by such Principal Company Stockholders as consideration for such shares, (b) the Company and Masco Corporation, the holder of the Series A Mercury Preferred Stock (“Masco”), have entered into an amended and restated agreement (the “Other Preferred Stock Purchase Agreement”) dated as of the date of this Agreement whereby Masco shall acquire newly issued Shares using the Merger Consideration received by Masco as consideration for such preferred stock and (c) the holders of the Series B Mercury Preferred Stock have entered into an amended and restated agreement (the “HIP Stock Purchase Agreement” and, together with the Other Preferred Stock Purchase Agreement and the Company Stock Purchase Agreement, the “Other Stock Purchase Agreements”) dated as of the date of this Agreement whereby holders of Series B Mercury Preferred Stock shall acquire (the “HIP Stock Acquisition”;

each of the transactions contemplated by the Company Stock Purchase Agreement, HIP Preferred Stock Purchase Agreement or an Other Stock Purchase Agreement an “Other Stock Acquisition”) newly issued shares of Company Common Stock, using the Merger Consideration received by such holders as consideration for such stock;

WHEREAS the Company and the Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Acquisition (as defined in Section 1.01) and also to prescribe various conditions to the Acquisition;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

Purchase and Sale of Shares; Dollar/Yen Exchange

SECTION 1.01. Purchase and Sale of the Shares. On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.01), the Company shall issue, sell, transfer and deliver to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, 97,098 Shares for a purchase price per share equal to ¥64,104 (the “Purchase Price”), payable in Japanese yen as set forth below in Section 2.02. The purchase and sale of the Shares is referred to in this Agreement as the “Acquisition”. The Acquisition and the other transactions contemplated by this Agreement and the other Transaction Agreements are referred to in this Agreement collectively as the “Transactions”.

SECTION 1.02. Dollar/Yen Exchange. On the terms and subject to the conditions of this Agreement, the Purchaser agrees that, in lieu of being paid the Merger Consideration (as defined in the Merger Agreement) to which it is entitled under the Merger Agreement in U.S. dollars, it will accept such Merger Consideration converted into Japanese yen at an exchange rate of ¥117.205 per U.S. dollar (the “Exchange Rate”). Prior to the Effective Time (as defined in the Merger Agreement), the Company shall deposit with the PCS Paying Agent (as defined in the Merger Agreement) the aggregate amount of the Merger Consideration, in yen determined at the Exchange Rate, due to the Purchaser under the Merger Agreement.

ARTICLE II

Closing

SECTION 2.01. Closing. The closing (the “Closing”) of the Acquisition shall take place at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue,

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New York, New York 10019 at the same time during Tokyo business hours that the Merger closing occurs, on the second business day following the satisfaction (or, to the extent permitted, waiver by all parties) of the conditions set forth in Section 7.01, or, if on such day any condition set forth in Section 7.02 or 7.03 has not been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), as soon as practicable after all the conditions set forth in Article VII have been satisfied (or, to the extent permitted, waived by the party or parties entitled to the benefits thereof), or at such other place, time and date as shall be agreed in writing between the Company and the Purchaser. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

SECTION 2.02. Transactions to Be Effected at the Closing.

(a)  As soon as commercially practicable after the Closing, the Company shall deliver to the Purchaser certificates representing the Purchaser’s Shares with appropriate transfer tax stamps, if any, affixed; and

(b)  At the Closing, the Purchaser shall deliver to the PCS Paying Agent the Certificate or Certificates (as defined in the Merger Agreement) representing the shares of Series A-1 Mercury Preferred Stock held of record by the Purchaser, in accordance with the Merger Agreement and the instructions provided in the letter of transmittal provided to the Purchaser by the PCS Paying Agent, and, upon such delivery, shall instruct the PCS Paying Agent to deliver, from the Merger Consideration represented by such Certificate or Certificates, to the Company payment, to a bank account designated in writing by the Company (such designation to be made at least two business days prior to the Closing Date), of immediately available funds in an amount of Japanese yen equal to the Purchase Price multiplied by the number of Shares to be acquired by the Purchaser.

SECTION 2.03. Liquidated Damages. If the Company breaches its obligation under Section 1.01 to deliver the Shares at Closing as required by Section 2.02(a), (i) the Company promptly shall pay Purchaser, in immediately available funds in Japanese yen, the amount of ¥9,709,300,000 plus interest at an annual rate of 3.75% determined from January 1, 2006, until the date of payment and (ii) Purchaser shall instruct the PCS Paying Agent to deliver the Merger Consideration represented by the Certificate or Certificates representing the shares of Series A-1 Mercury Preferred Stock held of record by Purchaser prior to the effectiveness of the Merger to a bank account designated in writing by the Company. The Company and Purchaser have provided for the foregoing amount in clause (i) as liquidated damages and not as a penalty because they each value the Shares at the amount provided in clause (i).

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ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to the Purchaser that, except as set forth in the letter, dated as of the date of this Agreement, from the Company to the Purchaser (the “Company Disclosure Letter”):

SECTION 3.01. Organization, Standing and Power. Each of the Company and each of its subsidiaries, including such entities organized under the laws of non-Japanese jurisdictions (the “Company Subsidiaries”), is duly organized, validly existing and in good standing (where such concept is applicable) under the laws of the jurisdiction in which it is organized and has full corporate power and authority, except, in the case of the Company Subsidiaries that are not Significant Company Subsidiaries (as defined below), where the failure to be duly organized, validly existing and in good standing, individually or in the aggregate, has not had and would not be reasonably likely to have a material adverse effect on the Company (a “Company Material Adverse Effect”). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary or the failure to so qualify has had or would be reasonably likely to have a Company Material Adverse Effect. The Company has made available to the Purchaser true and complete copies of the articles of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”).

SECTION 3.02. Company Subsidiaries; Equity Interests. (a) Section 3.02(a) of the Company Disclosure Letter lists each Significant Company Subsidiary (as defined below) and its jurisdiction of organization. All the outstanding shares of capital stock of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are, as of the date of this Agreement, owned by the Company, by one or more Company Subsidiaries or by the Company and another Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, rights of first refusal, options, restrictions (other than restrictions imposed under applicable Law), leases, licenses, easements, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”). The Company has made available to the Purchaser true and complete copies of the articles of incorporation and by-laws, or comparable charter and organizational documents, of each Significant Subsidiary, in each case amended through the date of this Agreement. For purposes of this Agreement, a “Significant Company Subsidiary” means any subsidiary of the Company that constitutes a significant subsidiary within the meaning of Rule 1-02 of Regulation S-X of the United States Securities and Exchange Commission (the “U.S. SEC”).

(b)  Except for its interests in the Company Subsidiaries, the Company does not as of the date of this Agreement own, directly or indirectly,

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any capital stock, membership interest, partnership interest, joint venture interest or other equity interest with a fair market value in excess of $1 million in any person.

SECTION 3.03. Capital Structure; the Shares. (a)  As of the date of this Agreement, the authorized number of shares of each class of capital stock of the Company consists of 358,412,200 shares of Company common stock (“Company Common Stock”), 28,572,000 shares of Company Preferred Class A Stock (“Company Class A Preferred Stock”) and 80,000,000 shares of Company Preferred Class B Stock (“Company Class B Preferred Stock” and, together with the Company Class A Preferred Stock, the “Company Preferred Stock” and, together with the Company Common Stock, the “Company Capital Stock”). As of the date of this Agreement, the total authorized number of shares of Capital Stock of the Company is 397,510,516 shares. As of the date of this Agreement, (i) 60,320,132 shares of Company Common Stock and 28,572,000 shares of Company Class A Preferred Stock and 10,526,316 shares of Company Class B Preferred Stock were issued and outstanding, (ii) 90,294 shares of Company Common Stock were held by the Company in its treasury and (iii) 5,217,882 shares of Company Common Stock were subject to outstanding options to purchase Company Common Stock (“Company Stock Options”). Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company were issued, reserved for issuance or outstanding. As of the date of this Agreement, there were outstanding Company Stock Options to purchase 2,429,558 shares of Company Common Stock with exercise prices on a per share basis lower than ¥220 and the weighted average exercise price of such Company Stock Options was equal to ¥204.8 per share. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Japanese Corporation Law (“JCL”), the Company Charter or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock may vote (“Voting Company Debt”). Except as set forth above and except for the Equity Commitment (as defined below), there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold,

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additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Common Stock. There are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.

(b)  Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Shares, upon payment of the Purchase Price by the Purchaser at the Closing, such Shares will be duly authorized, validly issued, fully paid and non-assessable, and, subject to the terms of this Agreement and the Share Terms, free and clear of any Liens, other than those arising from acts of the Purchaser or its affiliates. Other than this Agreement, the Shares are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Shares.

(c)  As of the date of this Agreement, the TSE (as defined in Section 3.05(b)) has acknowledged the Transactions, has indicated (orally or in writing) to the Company (or its representatives) that the consummation of the Transactions will not result in a proceeding by the TSE to delist the Company Common Stock from the TSE and the Company has not been notified (and none of the directors of the Company has been notified) that the TSE has commenced or intends to commence a proceeding to delist the Shares from the TSE as a result of the Transactions.

SECTION 3.04. Authority; Execution and Delivery; Enforceability. (a)  The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Agreements to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by the Company of this Agreement and each of the Transaction Agreements to which it is a party and the consummation by the Company of the Transactions to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the issuance of the Shares, to receipt of the Company Stockholder Approval (as defined below). The Company has duly executed and delivered this Agreement, and each Transaction Agreement to which it is a party and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

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(b)  The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held duly and unanimously adopted resolutions (i) approving this Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (ii) determining that the terms of the Acquisition and the other Transactions are fair to and in the best interests of the stockholders of the Company, (iii) approving the amendment of the Company Charter to authorize the Shares (the “Company Charter Amendment”) and (iv) recommending that the Company’s stockholders approve the Company Charter Amendment.

(c)  The only vote of holders of any class or series of Company Capital Stock necessary to consummate the Acquisition and other Transactions is (A) the approval of the Company Charter Amendment (i) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Common Stock stockholders meeting, (ii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class A Preferred Stock stockholders meeting, (iii) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the Company Class B Preferred Stock stockholders meeting, and (iv) by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, (B) the approval of the delegation of authority to the Board of Directors to determine the terms of the issuance of the Company Class C Preferred Stock upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company and (C) the approval of the delegation of authority to the Board of Directors to determine the terms of the issuance of Company Stock Options upon favorable terms by the two-thirds affirmative vote of the total number of votes held by the stockholders present at the general stockholders meeting of the Company, which, in the case of each of (A), (B) and (C), may and will be effected at the Company Stockholder Meetings (as defined in Section 6.01(b)) (the “Company Stockholder Approval”). The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate any Transaction other than the Company Charter Amendment and the matters referred to in this Section 3.04(c).

SECTION 3.05. No Conflicts; Consents. (a)  The execution and delivery by the Company of this Agreement and each Transaction Agreement to which it is a party

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do not and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter or the comparable charter or organizational documents of any Significant Company Subsidiary, (ii) subject to effectiveness of the Company Facility Amendments (as defined in Section 3.20) as contemplated by the Company Consent Letter (as defined in Section 3.20), any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.05(b), any material judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”) applicable to the Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(a) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any national, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party and the consummation of the Transactions to which it is a party, other than (i) compliance with and filings under (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) Japanese Anti-Monopoly Law (Law No. 54 of 1947, as amended) (the “Japanese Anti-Monopoly Law”), (C) other Antitrust Laws (as defined in Section 6.03(c)), (D) the Foreign Exchange and Foreign Trade Law of Japan (Law No. 228 of 1949, as amended) (the “FEL”), (E) the rules and regulations of the Tokyo Stock Exchange (“TSE”), (F) the JCL and (G) the Japanese Commercial Registration Law (Law No. 125 of 1963, as amended) (the “CRL”), (ii) the filing with the U.S. SEC of (A) an information statement with respect to the Merger (such information statement, including all information required to be included therein by Rule 13e-3 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as such

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information statement is amended from time to time, the “U.S. Information Statement”) and (B) such reports under Section 13 of the Exchange Act as may be required in connection with this Agreement, the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing with the Kanto Local Finance Bureau or any other local finance bureau (collectively, the “Bureau”) of such registration, reports and other information (such registration, reports and other information, as amended from time to time, the “Information Statement”) as may be required under the Japanese Securities and Exchange Law (Law No. 25 of 1948, as amended) (the “SEL”) in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws (as defined in Section 3.14), (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Purchaser (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.05(b) and the application of Section 7.02(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 3.06. SEL Documents; Undisclosed Liabilities. (a)  The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the Bureau, since March 31, 2006, pursuant to the regulations of the SEL (the “Company SEL Documents”).

(b)  As of its respective date, each Company SEL Document complied in all material respects with the requirements of the SEL, as the case may be, and the rules and regulations under the SEL applicable to such Company SEL Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEL Documents comply as of their respective dates as to form in all material respects with applicable accounting requirements and the published rules and regulations under the SEL with respect thereto, have been prepared in accordance with Japanese generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their

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operations and cash flows for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments and lack of footnote disclosure as permitted under the SEL.

(c)  Except as set forth in the most recent audited consolidated balance sheet of the Company (including the notes thereto) included in the Filed Company SEL Documents (as defined in Section 3.08), and except for liabilities and obligations incurred in the ordinary course of business since the date of such balance sheet, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect.

(d)  The effectiveness of any additional disclosure requirement or applicable accounting rule, consensus or pronouncement that has been formally proposed or adopted by the FSA (as defined in Section 6.01), any Japanese financial accounting standards board or any similar body but that is not yet in effect, is not reasonably likely to lead to any material change in the Company’s disclosures as set forth in the Filed Company SEL Documents.

(e)  None of the Company Subsidiaries is, or has at any time since March 31, 2006, been, subject to (separately from the Company) the reporting requirements under the SEL.

SECTION 3.07. Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Information Statement or any other document required to be filed by the Company with the Bureau relating to the Transactions, including the Acquisition (the “Company Disclosure Documents”) will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company Disclosure Documents will comply as to form in all material respects with the requirements of the SEL and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein or omitted therefrom based on information supplied by the Purchaser in writing for inclusion or incorporation by reference therein.

SECTION 3.08. Absence of Certain Changes or Events. (a)  From the date of the most recent audited financial statements included in the Company SEL Documents filed and publicly available prior to the date of this Agreement (the “Filed Company SEL Documents”) to the date of this Agreement, the Company has conducted its business only in the ordinary course, and during such period there has not been:

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(i) any event, change, effect, development or state of facts that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect;

(ii) any declaration, setting aside, allotment or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any Company Common Stock or any repurchase for value by the Company of any Company Common Stock;

(iii) any split, combination or reclassification of any Company Common Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Common Stock;

(iv) (A) any grant by the Company or any Company Subsidiary to any current director or officer of the Company or to any other employee or independent contractor of the Company or any Company Subsidiary reasonably likely to earn annual base compensation and bonuses in 2006 of $200,000 or more (any such current director or officer of the Company or other employee or independent contractor, a “Covered Participant”) of any loan or any increase in any type of compensation, benefits, perquisites or bonus or award opportunity, except for grants of normal cash bonus opportunities, normal increases of cash compensation and increases in fringe or other benefits that are not material, in each case in the ordinary course of business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (B) any grant by the Company or any Company Subsidiary to any Covered Participant of any severance, change in control, termination or similar compensation or benefits or increases therein, or of the right to receive any severance, change in control, termination or similar compensation or benefits or increases therein, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEL Documents, (C) any action by the Company or any Company Subsidiary to fund or in any other way secure the payment of a material amount of compensation or benefits under any Company Benefit Plan (as defined in Section 3.10(a)) or Company Benefit Agreement (as defined in Section 3.10(b)) or (D) any entry by the Company or any Company Subsidiary into, or any amendment of, any Company Benefit Agreement with any Covered Participant;

(v) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect;

(vi) any change in accounting methods, principles or practices by the Company or any Company Subsidiary materially affecting the consolidated

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assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP or applicable Law;

(vii) any material elections with respect to Taxes (as defined in Section 3.09) by the Company or any Company Subsidiary or settlement or compromise by the Company or any Company Subsidiary of any material Tax liability or refund;

(viii) any material revaluation by the Company or any Company Subsidiary of any of the material assets of the Company or any Company Subsidiary, except insofar as may have been required by applicable Law; or

(ix) any action by the Company or any Company Subsidiary which, if taken after the date hereof, would constitute a breach of any provisions of Section 5.01(a)(ii), (iv) or (vi) or any authorization, consent or agreement by the Company or any Company Subsidiary to take any of the actions prohibited by the foregoing provisions of Section 5.01(a).

SECTION 3.09. Taxes. (a)  The Company, and each Company Subsidiary, has duly and timely filed, or has caused to be timely filed on its behalf, all material Tax Returns required to be filed by it. All such Tax Returns were true, correct and complete in all material respects. All material Taxes owed (whether or not shown on any Tax Return) have been timely paid in full. To the Company’s knowledge, no claim has been made in writing during the three year period ending on the Closing Date by an authority in a jurisdiction where the Company, or any Company Subsidiary, does not file Tax Returns that the Company, or any Company Subsidiary, is or may be subject to taxation by that jurisdiction. There are no liens with respect to Taxes upon any asset of the Company, or any Company Subsidiary, other than liens for Taxes not yet due and payable.

(b)  The Company, and each Company Subsidiary, has deducted, withheld and timely paid to the appropriate governmental authority all material Taxes required to be deducted, withheld or paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party, and the Company, and each Company Subsidiary, has complied with all material reporting and record keeping requirements.

(c)  No dispute, audit, investigation, proceeding or claim concerning any material Tax liability of the Company, or any Company Subsidiary, has been raised by a governmental authority in writing, and to the Company’s knowledge, no such dispute, audit, investigation, proceeding, or claim is pending or being conducted. The Company has provided or made available to the Purchaser true, correct and complete copies of all material Tax Returns, examination reports, and statements of deficiencies filed, assessed

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against, or agreed to by the Company or any Company Subsidiary since January 1, 2001.

(d)  The Company, and each Company Subsidiary, has not waived any statute of limitations in respect of material Taxes or agreed to any extension of time with respect to a material Tax assessment or deficiency. The Company, and each Company Subsidiary, has not executed any power of attorney with respect to any Tax, other than powers of attorney that are no longer in force. Section 3.09(d) of the Company Disclosure Letter lists all closing agreements, private letter rulings, technical advice memoranda, binding oral agreements, rulings or advice or similar agreements or rulings relating to Taxes that have been entered into or issued by any governmental authority with or in respect of the Company and each Company Subsidiary since January 1, 2001.

(e)  The Company, and each Company Subsidiary, is not a party to any contractual obligation relating to Tax sharing or Tax allocation, other than customary commercial agreements with vendors, lenders, customers and other third parties (such as tax gross-ups in loan agreements or property tax escalation clauses in real estate leases) entered into in the ordinary course of business. The Company, and each Company Subsidiary, does not have any material liability for the Taxes of any person under any provision of national, local or foreign law, as a transferee or successor or by contract.

(f)  The Company, and each Company Subsidiary, will not be required to include any amount in taxable income or exclude any item of deduction or loss from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (a) any “closing agreement” as described in any provision of national, state, local or foreign income Tax law executed on or prior to the Closing Date, (b) any deferred intercompany gain or excess loss account described in any provision or administrative rule of national, local or foreign law, (c) any installment sale or open transaction disposition made on or prior to the Closing Date, or (d) any prepaid amount received on or prior to the Closing Date.

(g)  For purposes of this Agreement:

“Tax” or “Taxes” means (i) any and all national, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (ii) any liability for the payment of any amounts of the type

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described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor or by contract.

“Tax Return” or “Return” means all national, local and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

SECTION 3.10. Absence of Changes in Benefit Plans. (a)  From the date of the most recent audited financial statements included in the Filed Company SEL Documents to the date of this Agreement, neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or agreed to terminate, adopt, amend or modify (or announced an intention to terminate, adopt, amend or modify), in any material respect, any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, equity compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time off, perquisite, fringe benefit, vacation, unemployment insurance, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical or other welfare benefit or other employee benefit plan, program, policy or arrangement, whether oral or written, funded or unfunded, sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to by the Company or any Company Subsidiary or any other person or entity that, together with the Company or any Company Subsidiary, is treated as a single employer under any applicable Law (each, a “Commonly Controlled Entity”), in each case providing benefits to any current or former director, officer, employee or independent contractor of the Company or any Company Subsidiary (each, a “Participant”) and whether or not subject to Japanese law (all such plans, programs and arrangements, including any such plan, program or arrangement entered into or adopted on or after the date of this Agreement, “Company Benefit Plans”) or has made any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11(a)), or any material change in the manner in which contributions to any such Company Pension Plan are made or the basis on which such contributions are determined.

(b)  As of the date of this Agreement, there is not any material (i) employment, deferred compensation, severance, change in control, termination, employee benefit, loan, indemnification, retention, equity compensation, bonus, award, consulting or similar agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other hand, (ii) agreement between the Company or any Company Subsidiary, on the one hand, and any Participant, on the other hand, the benefits

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of which are contingent, or the terms of which are materially altered, upon the occurrence of transactions involving the Company or any Company Subsidiary of the nature contemplated by this Agreement or (iii) trust or insurance Contract or other agreement to fund or otherwise secure payment of any compensation or benefit to be provided to any Participant (all such agreements under clauses (i), (ii) and (iii), collectively, “Company Benefit Agreements”).

(c)  To the Company’s knowledge, the exercise price of each Company Stock Option is not less than the fair market value of a share of Company Common Stock as determined on the date of grant of such Company Stock Option.

SECTION 3.11. Benefit Plans. (a)  Section 3.11(a) of the Company Disclosure Letter contains a complete and correct list of all Company Benefit Plans that are “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA (a “Company Pension Plan”), or “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), whether or not subject to ERISA, and all other material Company Benefit Plans. The Company has delivered or made available to the Purchaser complete and correct copies of (i) each such Company Benefit Plan and each material Company Benefit Agreement (or, in the case of any such Company Benefit Plan or material Company Benefit Agreement that is unwritten, a written description thereof), (ii) the two most recent annual reports required to be filed, or such similar reports, statements, information returns or material correspondence required to be filed with or delivered to any Governmental Entity, with respect to each material Company Benefit Plan, (iii) the most recent summary plan description for each material Company Benefit Plan for which a summary plan description is required under applicable Law, and any summary of material modifications prepared for each material Company Benefit Plan, (iv) each trust agreement and group annuity or insurance contract and other documents relating to the funding or payment of benefits under any material Company Benefit Plan, (v) the most recent determination or qualification letter issued by any Governmental Entity for each Company Benefit Plan intended to qualify for favorable Tax treatment for which such a letter has been obtained, as well as a true, correct and complete copy of each pending application therefor, if applicable, and (vi) the two most recent actuarial valuations for each material Company Benefit Plan for which actuarial valuations have been obtained. Section 3.11(a) of the Company Disclosure Letter sets forth the forecasted obligation amount as of December 31, 2005, as determined by GAAP, for each Company Benefit Plan. Proper provision or reserve for the Company Benefit Plans and for all private pension payments reasonably likely to be required to be made by the Company has been made for accounting purposes under GAAP.

(b)  (i) Each Company Benefit Plan has been administered in compliance with its terms, and (ii) each Company Benefit Plan (and the Company and the Company Subsidiaries with respect to such plans) is in

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compliance with applicable Law and the terms of any applicable collective bargaining agreements, except for such instances of noncompliance with either plan terms or Laws that, individually or in the aggregate, have not had and would not reasonably be likely to have a Company Material Adverse Effect.

(c)  Each Company Benefit Plan required to have been approved by any non-U.S. Governmental Entity (or permitted to have been approved to obtain any beneficial Tax or other status) has been so approved; no such approval has been revoked (nor, to the knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent approval that could reasonably be expected to affect any such approval, except for such failures to approve, revocations of approval and events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(d)  None of the Company, any Company Subsidiary, any employee of the Company or any Company Subsidiary, any of the Company Benefit Plans, including the Company Pension Plans and, to the knowledge of the Company, any trusts created under any of the Company Benefit Plans or any trustee, administrator or other fiduciary of any Company Benefit Plan or trust created thereunder and any agent of the foregoing, has engaged in a “prohibited transaction” under applicable Law or any other breach of fiduciary responsibility that could subject the Company, any Company Subsidiary, any such employee or any of the Company Benefit Plans, or, to the knowledge of the Company, any such trust, trustee, administrator or other fiduciary, to Tax or penalty on prohibited transactions imposed under applicable Law or any other liability for breach of fiduciary duty under any applicable Law, except for such prohibited transactions and other breaches of fiduciary responsibility that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(e)  With respect to any Company Benefit Plan that is an employee welfare benefit plan, whether or not subject to ERISA, no such Company Benefit Plan provides benefits after termination of employment, except where the cost thereof is borne entirely by the former employee (or his or her eligible dependents or beneficiaries).

(f)  No Participant will be entitled to (i)(A) any severance, separation, change of control, termination, bonus or other additional compensation or benefits, or (B) any acceleration of the time of payment or vesting of any compensation or benefits, including the accelerated vesting of Company Stock Options held by such Participant, or the forgiveness of indebtedness owed by such Participant, in each case as a result of any of the Transactions (alone or in combination with any other event) or in connection

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with the termination of such Participant’s employment on or after the Effective Time or (ii) any compensation or benefits related to or contingent upon, or the value of which will be calculated on the basis of, any of the Transactions (alone or in combination with any other event). The execution and delivery of this Agreement and the consummation of the Transactions (alone or in combination with any other event) and compliance by the Company with the provisions hereof do not and will not require the funding (whether through a grantor trust or otherwise) of any Company Benefit Plan, Company Benefit Agreement or any other employment arrangement and will not limit the Company’s ability to amend, modify or terminate any Company Benefit Plan or Company Benefit Agreement.

(g)  Since January 1, 2003, and through the date of this Agreement, neither the Company nor any Company Subsidiary has received notice of, and, to the knowledge of the Company, there are no (i) pending termination proceedings or other suits, claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), actions or proceedings against, or involving or asserting any rights or claims to benefits under, any Company Benefit Plan or Company Benefit Agreement or (ii) pending investigations (other than routine inquiries) by any Governmental Entity with respect to any Company Benefit Plan or Company Benefit Agreement, except for such proceedings, suits, claims, actions and investigations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(h)  Neither the Company nor any Company Subsidiary has any liability or obligations, including under or on account of a Company Benefit Plan or Company Benefit Agreement, arising out of the hiring of persons to provide services to the Company or any Company Subsidiary and treating such persons as consultants or independent contractors and not as employees of the Company or any Company Subsidiary, except for any such liability and obligations that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(i)  None of the employees of the Company or any Company Subsidiary is a member of, represented by or otherwise subject to any (i) labor union, works council or similar organization or (ii) collective bargaining agreement, industry-wide collective bargaining agreement or any similar collective agreement, in each case with respect to such employee’s employment by the Company or any Company Subsidiary, and the Company and the Company Subsidiaries do not have any obligation (including to inform or consult with any such employees or their representatives in respect of the Transactions) with respect to any such organization or agreement. Each of the Company and the Company Subsidiaries is in compliance with all applicable

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Laws and orders with respect to labor relations, employment and employment practices, occupational safety and health standards, terms and conditions of employment, payment of wages, classification of employees, immigration, visa, work status, pay equity and workers compensation, and is not engaged in any unfair labor practice, except for such failures to comply and unfair labor practices that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. There is no unfair labor practice charge or complaint against the Company or any Company Subsidiary pending or, to the knowledge of the Company, threatened before the competent Labor Standards Supervision Office (“Roudou Kijun Kantoku Sho”), the competent Committee on Labor Affairs (“Roudou I-inkai”) or any comparable Governmental Entity that has had or would be reasonably likely to have a Company Material Adverse Effect. Since December 31, 2003, there has been no, and there currently is no, labor strike, material dispute, request for representation, union organization attempt, slowdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. No grievance or arbitration proceeding arising out of a collective bargaining agreement is pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary that has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.12. Litigation. (a)  As of the date of this Agreement, there is no claim, demand, suit, action or proceeding pending or, to the knowledge of the Company, threatened in writing against or affecting the Company or any Company Subsidiary that involves an amount in controversy in excess of $1.0 million, seeks material injunctive relief or would be reasonably likely to have a Company Material Adverse Effect, if resolved in accordance with the plaintiff’s demands.

(b)  There is no suit, action or proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company or any Company Subsidiary nor is there any judgment outstanding against the Company or any Company Subsidiary that, individually or in the aggregate, has had or would be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.13. Compliance with Applicable Laws. The Company and the Company Subsidiaries and their relevant personnel and operations are in compliance with all applicable Laws, including those relating to occupational health and safety except for any such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication during the past two years from a Governmental Entity that alleges that the Company or a Company Subsidiary is not in compliance with any applicable Law

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except for such failure to be in compliance as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all permits, licenses, variances, exemptions, authorizations, operating certificates, franchises, orders and approvals of all Governmental Entities (collectively, “Permits”), necessary for them to own, lease or operate their properties and assets and to carry on their businesses as now conducted, except for such Permits the absence of which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect and there has occurred no violation of, default (with or without the lapse of time or the giving of notice, or both) under, or event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Permit, except for such violations, defaults or events that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. This Section 3.13 does not relate to matters with respect to Taxes, which are the subject of Section 3.09 or to Environmental Permits or Environmental Laws, which are the subject of Section 3.14.

SECTION 3.14. Environmental Matters. Except for such matters that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect:

(a)  The Company and each of the Company Subsidiaries are in compliance with all Environmental Laws (as defined below).

(b)  Since July 31, 2003, neither the Company nor any of the Company Subsidiaries has received any written communication that alleges that the Company or any of its subsidiaries is in violation of or has liability under any Environmental Law or written request for information pursuant to any Environmental Law.

(c)  (i) The Company and each of the Company Subsidiaries have obtained and are in compliance with all Permits pursuant to Environmental Law (collectively “Environmental Permits”) necessary for their operations as presently conducted and (ii) all such Environmental Permits are valid and in good standing.

(d)  There are no Environmental Claims pending or, to the knowledge of the Company, threatened in writing, against the Company or any of the Company Subsidiaries.

(e)  Neither the Company nor any of the Company Subsidiaries has entered into or agreed to, or is otherwise subject to, any Judgment relating to any Environmental Law or to the investigation or remediation of Hazardous Materials (as defined below).

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(f)  There has been no treatment, storage or Release (as defined below) of any Hazardous Material that would be reasonably likely to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries or against any person whose liabilities the Company or any of the Company Subsidiaries has retained or assumed either contractually or by operation of law.

(g)  None of the Company, the Company Subsidiaries or any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law, has manufactured, sold or distributed any products containing asbestos in any form.

(h)  (i) neither the Company nor any of the Company Subsidiaries has retained or assumed, either contractually or by operation of law, any liabilities or obligations that would be reasonably likely to form the basis of any Environmental Claim (as defined below) against the Company or any of the Company Subsidiaries, and (ii) to the knowledge of the Company, no Environmental Claims are pending against any Person whose liabilities the Company or any of the Company Subsidiaries has, or may have, retained or assumed, either contractually or by operation of law.

(i)  Definitions. As used in this Agreement:

(1) “Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, directives, claims, liens, Judgments, investigations, proceedings or written notices of noncompliance, violation or potential responsibility alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (x) the presence or Release of, or exposure to, any Hazardous Materials at any location; or (y) the failure to comply with any Environmental Law;

(2) “Environmental Laws” means all applicable national, local and foreign laws, rules, regulations, Judgments, legally binding agreements, standards prescribed by Governmental Entities or Environmental Permits issued, promulgated or entered into by or with any Governmental Entity, relating to pollution or protection or restoration of natural resources or the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata), endangered or threatened species or human health (to the extent relating to exposure to Hazardous Materials);

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(3) “Hazardous Materials” means any contaminant, pollutant, waste or other substance which is defined as hazardous or toxic under Environmental Laws, or the release or presence of which is regulated under any Environmental Law; and

(4) “Release” means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

SECTION 3.15. Intellectual Property. The Company or one of the Company Subsidiaries owns, or is validly licensed or otherwise has the right to use, all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights, domain names and other proprietary intellectual property rights and computer programs (collectively, “Intellectual Property Rights”) used in the conduct of the business of the Company and the Company Subsidiaries, except where the failure to own, be validly licensed or have the right to use such Intellectual Property Rights, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect. No claims are pending or, to the knowledge of the Company, threatened in writing that the Company or any Company Subsidiary is infringing or otherwise adversely affecting the rights of any person with regard to any Intellectual Property Right, except for any such claims that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. To the knowledge of the Company, no person is infringing the rights of the Company or any Company Subsidiary with respect to any Intellectual Property Right, except for such infringements that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

SECTION 3.16. Contracts. (a)  None of the Company, any of the Company Subsidiaries or, to the knowledge of the Company, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract, to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that, individually or in the aggregate, have not resulted and would not be reasonably likely to result in a Company Material Adverse Effect. A “Company Material Contract” means any contract to which the Company or any Company Subsidiary is a party that provides for payment or series of payments or performance by a party thereto having an aggregate value exceeding 100 million Japanese yen or equivalent amount of foreign currency therewith per year.

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(b)  All Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company or the applicable Company Subsidiary in accordance with their terms, except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect. None of the Company and the Company Subsidiaries has received any written notice of the intention of any party to terminate any Company Material Contract. Complete and correct copies of all Company Material Contracts, together with all material modifications and amendments thereto, have been made available to the Purchaser (either as an exhibit to a Filed SEL Document or otherwise).

SECTION 3.17. Title to Real Properties. (a)  Each of the Company and each Company Subsidiary has good and marketable title to, or valid leasehold interests in, all its real properties free and clear of all Liens, except for such defects in title, easements, restrictive covenants and similar encumbrances or impediments that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  Except where the failure to comply, the failure to be in full force and effect or the default has not had and would not be reasonably likely to have a Company Material Adverse Effect, each of the Company and each Company Subsidiary has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, all such leases are in full force and effect and no extant notice of default has been given by either party to such leases, and no event has occurred, which with the giving of notice or the passage of time or both would constitute a default under any of such leases.

SECTION 3.18. Customers and Suppliers. (a)  Since January 1, 2005, there has been no adverse change in the relationship of the Company with any customer of the Company or any Company Subsidiary with annual sales of $15 million or more or any of the 15 largest suppliers to the Company or any Company Subsidiary by annual sales volume (excluding utilities), except for such change that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

(b)  To the Knowledge of the Company, there is no material dispute with any customer with annual sales of $15 million or more in connection with any product sold by the Company or any Company Subsidiary to any such customer that has given rise or would be reasonably likely to give rise to a material liability or cost, except for such dispute that, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

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SECTION 3.19. Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person, other than Deutsche Bank Securities Inc. and RHJI, the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.20. Financing. (a)  The Company has received and accepted (1) a commitment letter dated November 27, 2006 (the “Commitment Letter”), from the lenders party thereto (collectively, the “Lenders”) relating to the commitment of the Lenders to provide the debt financing required by Mercury and its subsidiaries to effect the Refinancing (as defined below) and to pay related fees and expenses of the Transactions, (2) a commitment letter dated November 27, 2006 (the “Company Commitment Letter”), from Aozora Bank, Ltd., (“Aozora”) relating to the commitment of Aozora to provide the bridge financing (the “Bridge Financing”) required by the Company, the Purchasers and the holders of Mercury common stock and holders of Mercury preferred stock to consummate the Merger, the Acquisition and the Other Stock Acquisitions, (3) the commitment letter dated November 27, 2006, from Aozora, on behalf of the lenders (the “Company Lenders”) under the Company’s existing credit facility (the “Company Consent Letter”) to enter into a consent agreement confirming the approval by the Company Lenders of certain amendments to the Company’s existing credit facility required thereunder by the Company in connection with the Transactions and Refinancing (as defined below) (the “Company Facility Amendments”) and (4) a commitment letter dated November 27, 2006 (the “Equity Commitment” and, together with the Commitment Letter, the Company Commitment Letter and the Company Consent Letter, the “Commitments”), between RHJI, and the Company relating to the agreement of RHJI to provide the equity financing to the Company as specified therein (the “RHJI equity financing”). The Company has provided or made available to the Purchasers’ Representative a true, correct and complete copy of each of the Commitments. The financing contemplated by the Commitment Letter, the Company Consent Letter and the Company Commitment Letter is referred to herein as the “Financing.”

(b)  Subject to their terms and conditions, the Financing, RHJI equity financing and HIP Stock Acquisition, when funded in accordance with the applicable terms and conditions of the Commitment Letter, Company Commitment Letter, Equity Commitment and HIP Stock Purchase Agreement, will provide Acquisition Sub with funds at the Effective Time sufficient to (i) consummate the Merger, (ii) finance the Consent Solicitations (as defined in the Merger Agreement), (iii) refinance the existing indebtedness of Mercury and its subsidiaries described in the Commitment Letter (the “Refinancing”),

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(iv) provide the Bridge Financing and (v) pay related fees and expenses of the Transactions.

SECTION 3.21. Other Preferred Stock Purchase Agreement. The Other Preferred Stock Purchase Agreement shall be entered into upon such terms and conditions that are substantially equivalent to the terms and conditions of this Agreement.

SECTION 3.22. Japanese Law. A Japanese corporation may issue shares, with the approval of its shareholders, at a purchase price less than the fair market value of such shares.

ARTICLE IV

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Company that:

SECTION 4.01. Organization, Standing and Power. (a) The Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full power and authority to conduct its businesses as presently conducted.

SECTION 4.02. Accredited Investor; Private Offering. (a)  The Purchaser is (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) a “qualified purchaser” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and (iii) is not an “investment company” as defined in Section 3 of the Investment Company Act, and meets at least one category and has indicated all categories applicable to it in each of Sections A, B and C of the Accredited Investor Questionnaire attached hereto as Exhibit A.

(b)  Private Offering. The Shares purchased by the Purchaser pursuant to this Agreement is being acquired for investment only and not with a view to any public distribution thereof, and the Purchaser shall not offer to sell or otherwise dispose of the Shares so acquired by it in violation of any of the registration requirements of the Securities Act.

SECTION 4.03. Authority; Execution and Delivery; Enforceability. The Purchaser has all requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to consummate the Transactions to which it is a party. The execution and delivery by the Purchaser of this Agreement and each Transaction Agreement to which it is a party and the consummation by it of the Transactions to which it is a party have been duly authorized by all necessary corporate

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action on the part of the Purchaser. The Purchaser has duly executed and delivered this Agreement and each Transaction Agreement to which it is a party, and this Agreement and each Transaction Agreement to which it is a party, assuming the due authorization, execution and delivery thereof by the other parties thereto constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 4.04. No Conflicts; Consents. (a)  The execution and delivery by the Purchaser of this Agreement and each Transaction Agreement to which it is a party, do not, and the consummation of the Acquisition and the other Transactions to which it is a party and compliance with and performance of the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Purchaser or any of its subsidiaries under, any provision of (i) the charter or organizational documents of the Purchaser or any of the Purchaser’s subsidiaries, (ii) any material Contract to which the Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to the Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not be reasonably likely to have, a material adverse effect on the Purchaser (with respect to the Purchaser, a “Purchaser Material Adverse Effect”) (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

(b)  No Consent of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to the Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which it is a party or the consummation of the Transactions to which the Purchaser is a party, other than (i) compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other Antitrust Laws, (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) the filing with the U.S. SEC of (A) the U.S. Information Statement and (B) such reports under the Exchange Act as may be required in connection with the Merger Agreement and the other Transaction Agreements, the Acquisition and the other Transactions, (iii) the filing with the Bureau of the Information Statement as may be required under the SEL in connection with this Agreement, the other Transaction Agreements, the Acquisition and the other Transactions, (iv) the filing of a certificate of merger in connection with the Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the

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Company is qualified to do business, (v) compliance with and such filings as may be required under applicable Environmental Laws, (vi) such filings as may be required in connection with the Taxes described in Section 6.06, (vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 4.04(b) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”).

SECTION 4.05. Information Supplied. None of the information supplied or to be supplied by the Purchaser for inclusion or incorporation by reference in the Information Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

SECTION 4.06. Brokers. No broker, investment banker, financial advisor or other person, other than Donnelly Penman & Partners, the fees and expenses of which will be paid by the Purchaser, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Acquisition and the other Transactions based upon arrangements made by or on behalf of the Purchaser.

ARTICLE V

Covenants Relating to Conduct of Business

SECTION 5.01. Conduct of Business. (a)  Conduct of Business by the Company. Except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing the Company shall, and shall cause each Company Subsidiary to, conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Closing, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following without the prior written consent of the Purchaser:

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(i)  (A) declare, set aside, allot or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect wholly owned subsidiary of the Company to its parent, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;

(ii) issue, deliver, sell or grant (A) any shares of its capital stock, (B) any Voting Company Debt or other voting securities, (C) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such shares, Voting Company Debt, voting securities or convertible or exchangeable securities or (D) any “phantom” stock, “phantom” stock rights, stock appreciation rights, restricted stock units or stock-based performance units, other than the issuance of the Company Common Stock and Company Preferred Stock issued in connection with the Transactions (including to RHJI pursuant to the Equity Commitment) and the issuance of Company Common Stock upon the exercise of Company Stock Options outstanding on the date of this Agreement and in accordance with their present terms;

(iii) amend its articles of incorporation, by-laws or other comparable charter or organizational documents, other than the Company Charter Amendment;

(iv) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP;

(v) make or change any material Tax election; or

(vi) authorize any of, or commit or agree to take any of, the foregoing actions.

(b)  Advice of Changes. The Company shall promptly advise the Purchaser orally and in writing of any change or event that has or could be reasonably likely to have a Company Material Adverse Effect.

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ARTICLE VI

Additional Agreements

SECTION 6.01. Special Stockholder Meetings. The Company has duly called, given notice of, convened and held on November 16, 2006, (i) a meeting of the Company Common Stock stockholders, (ii) a meeting of the Company Class A Preferred Stock stockholders, (iii) a meeting of the Company Class B Preferred Stock stockholders and (iv) a general stockholders meeting of the Company (the “Company Stockholders Meetings”) and has obtained the Company Stockholder Approval, which is effective so long as the Closing occurs on or prior to January 16, 2007; provided that if the Closing has not occurred on or prior to January 16, 2007, then the Company shall, as soon as practicable following such date, duly call, give notice of, convene and hold additional Company Stockholders Meetings for the purpose of seeking the Company Stockholder Approval.

SECTION 6.02. Access to Information; Confidentiality. The Company shall, and shall cause each of its subsidiaries to, afford to the Purchaser and to the Purchaser’s officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Closing (as long as such access is not unreasonably disruptive to the business of the Company or its subsidiaries) to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its subsidiaries to, furnish promptly to the Purchaser (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Japanese securities laws and (b) all other information concerning its business, properties and personnel as the Purchaser may reasonably request; provided, however, that either party may withhold (i) any document or information that is subject to the terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, would reasonably be expected to raise antitrust concerns for such party (or any of its affiliates) or (iii) such portions of documents or information that would reasonably be expected to jeopardize any attorney-client privilege or contravene any Law or fiduciary duty (provided that each party shall in good faith seek and implement a reasonable alternative to provide the Purchaser’s counsel with access to such document or information. All information exchanged pursuant to this Section 6.02 shall be subject to the terms of the confidentiality agreement dated September 29, 2005, between RHJI and Mercury (the “Confidentiality Agreement”) as if the Purchaser was a party thereto with the same obligations thereunder as Mercury.

SECTION 6.03. Commercially Reasonable Efforts; Notification. (a)  Upon the terms and subject to the conditions set forth in this Agreement, each of the

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parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Acquisition and the other Transactions. Nothing in this Agreement shall be deemed to require any party to waive any substantial rights, including any rights under another Transaction Agreement, or to prohibit the Company from exercising any right under the Merger Agreement to terminate such agreement.

(b)  Prior to Closing, the Company shall give prompt notice to the Purchaser, and the Purchaser shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement or any Transaction Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to be a waiver or cure of any such breach or failure to comply or affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or the Transaction Agreements.

(c)  Nothing in Section 6.03(a) shall require the Purchaser to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Acquisition relating to the HSR Act, any Japanese competition Law or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws.

(d)  Nothing in this Section 6.03 shall require the Purchaser to (i) consent to any action or omission by the Company that would be inconsistent with Section 5.01 absent such consent or (ii) agree to amend or waive any provision of this Agreement.

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SECTION 6.04. Fees and Expenses. All fees and expenses incurred in connection with the Acquisition and the other Transactions shall be paid by the party incurring such fees or expenses, whether or not the Acquisition is consummated.

SECTION 6.05. Public Announcements. The Purchaser on the one hand, and the Company, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the Acquisition and the other Transactions and neither the Purchaser nor the Company shall issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange.

SECTION 6.06. Transfer Taxes. All stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) (“Transfer Taxes”) incurred in connection with the Acquisition shall be paid by the Company, and the Purchaser shall reasonably cooperate with the Company in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes.

SECTION 6.07. In the event that the Company is notified either orally or in writing that the TSE has commenced or intends to commence a proceeding to delist the Company Common Stock from the TSE as a result of the Merger, the Company shall use its reasonable best efforts to prevent the delisting of the Company Common Stock by the TSE or, alternatively, to list the Company Common Stock on another stock exchange or cause the Company Common Stock to be authorized for quotation on an automated quotation system.

ARTICLE VII

Conditions Precedent

SECTION 7.01. Conditions to Each Party’s Obligation To Effect The Acquisition. The respective obligation of each party to effect the Acquisition is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)  Company Stockholder Approval. The Company shall have obtained the Company Stockholder Approval.

(b)  Antitrust. Any waiting period (and any extension thereof) applicable to the Acquisition under the Japanese Anti-Monopoly Law shall have been terminated or shall have expired. Any consents, approvals and filings under any foreign Antitrust Law of any country, the absence of which

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would prohibit the consummation of the Acquisition or would be reasonably likely to have a Company Material Adverse Effect, shall have been obtained or made; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to obtain or make such consents, approvals and filings.

(c)  No Injunctions or Restraints. No temporary judgment issued by any court of competent jurisdiction or other law preventing the consummation of the Acquisition shall be in effect; provided, however, that prior to asserting this condition, subject to Section 6.03, the applicable party shall have used its commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such judgment that may be entered.

(d)  Merger Agreement. The Company, Acquisition Sub and Mercury shall have consummated the transactions contemplated by the Merger Agreement without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(e)  Other Stock Purchase Agreements. The parties to each of the Other Stock Purchase Agreements shall have consummated the transactions contemplated by such Other Stock Purchase Agreement without the amendment, modification or waiver in any material respect of any material term or condition thereof.

(f)  Japanese Regulatory. Any waiting periods (and any extensions thereof) applicable to the Acquisition under the FEL, SEL and JCL shall have been terminated or shall have expired.

SECTION 7.02. Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Acquisition are further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of the Company in this Agreement (other than those set forth in Sections 3.01, 3.03 and 3.04) shall be true and correct, as of the date of this Agreement, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date), other than for such failures to be true and correct that, individually or in the aggregate, have not had and would not be reasonably likely to have a Company Material Adverse Effect (it being agreed that for purposes of determining whether such representations and warranties shall be true and correct and applying the foregoing Company Material Adverse Effect qualifier, all such representations and warranties that already are qualified by reference to a Company Material Adverse Effect or

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other materiality qualifier shall be deemed to be not so qualified). The representations and warranties of the Company set forth in Sections 3.01, 3.03 and 3.04 that are qualified by a Company Material Adverse Effect or other materiality qualifier shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date of this Agreement, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, or true and correct in all material respects, as applicable, on and as of such earlier date). The Purchaser shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

(b)  Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Purchaser shall have received a certificate signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company to such effect.

SECTION 7.03. Condition to Obligation of the Company. The obligation of the Company to effect the Acquisition is further subject to the following conditions:

(a)  Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date) and the Company shall have received a certificate signed on behalf of the Purchaser to such effect.

(b)  Performance of Obligations of the Purchaser. The Purchaser shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Company shall have received a certificate signed on behalf of such Purchaser to such effect.

(c)  Company Lender Consent. The Company Facility Amendments shall have become effective on the terms and conditions contemplated in the Company Consent Letter.

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ARTICLE VIII

Termination, Amendment and Waiver

SECTION 8.01. Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Company and the Purchaser;

(b) by either the Company or the Purchaser:

(i) if the Acquisition is not consummated on or before March 15, 2007 (the “Outside Date”), unless the failure to consummate the Acquisition is the result of a willful and material breach of this Agreement by the party seeking to terminate this Agreement; provided, however, that the passage of such period shall be tolled for any part thereof during which any party shall be subject to a nonfinal order, decree, ruling or action restraining, enjoining or otherwise prohibiting the consummation of the Acquisition;

(ii) if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Acquisition and such order, decree, ruling or other action shall have become final and nonappealable;

(iii) if, upon the votes thereon at a duly held first round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained and, upon the votes thereon at a duly held second round of meetings to obtain the Company Stockholder Approval, the Company Stockholder Approval is not validly obtained; or

(iv) if the Merger Agreement is terminated in accordance with its terms;

(c) by the Purchaser, if the Company breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.02(a) or 7.02(b), and (B) cannot be or has not been cured by the Outside Date (provided that the Purchaser is not then in willful and material breach of any representation, warranty or covenant contained in this Agreement); or

(d) by the Company, if the Purchaser breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in

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this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.03(a) or 7.03(b), and (ii) cannot be or has not been cured by the Outside Date (provided that the Company is not then in willful and material breach of any representation, warranty or covenant contained in this Agreement).

SECTION 8.02. Effect of Termination. In the event of termination of this Agreement by either the Company or the Purchaser as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company or the Purchaser, other than Section 3.19, Section 4.06, the last sentence of Section 6.02, Section 6.04, this Section 8.02 and Article IX, which provisions shall survive such termination, and except to the extent that such termination results from the willful and material breach by a party of any representation, warranty or covenant set forth in this Agreement, in which case the aggrieved party shall be entitled to all remedies available at law or in equity.

SECTION 8.03. Amendment. This Agreement may not be amended except by an instrument in writing signed by the Company and the Purchaser.

SECTION 8.04. Extension; Waiver. At any time prior to the Closing, the Company and the Purchaser may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Company or by the Purchaser on behalf of the Company or the Purchaser, as applicable. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE IX

General Provisions

SECTION 9.01. Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing, except for Section 3.03(b) which shall survive the Closing. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing.

SECTION 9.02. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed

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given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

(a)  if to the Purchaser

DaimlerChrysler Corporation

CIMS 485-14-78

1000 Chrysler Drive

Auburn Hills, Michigan 48326

Fax: (248) 512-3984

Attention: Holly Leese, Senior Staff Counsel and Assistant Secretary; and

(b)  if to the Company, to

Asahi Tec Corporation

547-1 Horinouchi, Kikugawa City,

Shizuoka 439-8651, Japan

Fax: 81-537-36-4160

Attention:  Suguru Kimura

with a copy to:

Anderson Mori & Tomotsune

Izumi Garden Tower

1-6-1, Roppongi, Minato-ku,

Tokyo 106-6036, Japan

Fax: (03) 6888-3067

Attention: Noritaka Niwano, Esq.

with a copy to:

RHJ International SA

Avenue Louise 326

1050 Brussels

Belgium

Attention: Bob Ewers

with a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

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Attention:  Thomas E. Dunn, Esq.; and

The Company promptly shall provide the Purchaser with a copy of each notice delivered under the Merger Agreement.

SECTION 9.03. Definitions. For purposes of this Agreement:

The term “Additional Dividends” has the meaning assigned to it in the Share Terms.

An “affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

“business day” means any day other than a Saturday or Sunday, on which banks located in Tokyo or New York are not required or authorized by law to remain closed.

“Conversion Trigger Event” means, with respect to the Shares, any 30-day period during which the market value of the Common Stock (as determined based on the closing sale price of the Common Stock on the TSE or such other securities exchange or automated quotation system on which the Common Stock is then listed or authorized for quotation) for each day in such period is equal to or greater than the conversion price of the Shares.

“Demand Offering Expenses” means all expenses incident to the Company’s performance of or compliance with Section 9.12, including all fees and expenses of compliance by the Company with securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and of the independent certified public accountants of the Company (including the expenses of any annual audit, special audit and “cold comfort” letters required by or incident to such performance and compliance), the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, and fees and expenses of other Persons retained by the Company (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of Shares by holders of such Shares or any expenses incurred by the holders of the Shares).

“Institutional Offering”  means the private placementby the Company to institutional investors, with gross proceeds in an aggregate amount of at least $50,000,000, of capital stock of the Company or any successor in interest of the Company after the Closing Date, other than the IPO.

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“IPO” means the first primary public offering by the Company, with gross proceeds in an aggregate amount of at least $75,000,000, of capital shares of the Company or any successor in interest of the Company after the Closing Date, other than the Institutional Offering.

The term “Liquidation Preference” has the meaning assigned to it in the Share Terms.

A “material adverse effect” on a party means (a) a material adverse effect on the business, assets, financial condition or results of operations of the party and its subsidiaries, taken as a whole except, in each case, to the extent arising or resulting from, or caused or attributable to, any of the following, individually or taken together:  (i) general U.S., Japanese or global economic, political or market conditions to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (ii) changes in applicable generally accepted accounting principles or Law, (iii) the public announcement of the Transactions, the consummation of the Transactions or the execution of the Transaction Agreements or (iv) acts of terrorism or war to the extent not materially disproportionately affecting the party and its subsidiaries, taken as whole, relative to other automotive industry participants in the party’s geographic area, (b) a material adverse effect on the ability of the party to perform its obligations under this Agreement or the other Transaction Agreements to which it is a party or (c) a material adverse effect on the ability of the party to consummate the Transactions to which it is a party.

A “person” means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

“Share Terms” means the Terms and Conditions of Preferred Class C Stock in the form attached hereto as Exhibit B.

“Stockholders Agreement” means the agreement to be executed by each of the Principal Company Stockholders, the Company and RHJI International S.A. (together with its affiliates, “RHJI”) dated as of the date hereof.

A “subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person.

“Transaction Agreements” means this Agreement, the Merger Agreement and the Other Stock Purchase Agreements and documents delivered in connection with the foregoing.

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“Transfer” means any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition of Shares, including any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition, whether voluntary or by operation of law (including any disposition by means of a merger, consolidation or similar transaction), of the stock, partnership interests, membership interests or any other ownership interests in the Company or any entity that is a direct or indirect beneficial or record owner of any Shares, or any other transaction that has the economic effect of Transferring Shares; provided that the Transfer of bona fide publicly traded shares of any holder of Shares (or of the ultimate parent company of any holder of Shares) shall not be a Transfer for the purposes of this Agreement.

SECTION 9.04. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

SECTION 9.05. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

SECTION 9.06. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

SECTION 9.07. Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Transaction Agreements, taken together with the Company Disclosure Letter, (a) constitute the entire agreement, and supersede after the date of this Agreement all prior agreements and understandings, both written and oral, among the parties with respect to the Transactions (other than the Confidentiality Agreement) and (b) are not intended to confer upon any person other than the parties any rights or remedies.

SECTION 9.08. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof,

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except to the extent the laws of Japan are mandatorily applicable to the Acquisition or to the Shares.

SECTION 9.09. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

SECTION 9.10. Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement or any Transaction Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or any Transaction Agreement and to enforce specifically the terms and provisions of this Agreement and each other Transaction Agreement in any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any New York state court, any Federal court located in the State of New York or the State of Delaware or in any Delaware state court, in the event any dispute arises out of this Agreement, any Transaction Agreement or any Transaction, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any other Transaction Agreement or any Transaction in any court other than any New York state court, any Federal court sitting in the State of New York or the State of Delaware or any Delaware state court and (d) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any other Transaction Agreement or any other Transaction.

SECTION 9.11. Transfer Restrictions. (a)  Other than (i) pursuant to the Demand Offering set forth in Section 9.12 and (ii) to any affiliate of the Purchaser controlled by the Purchaser (a “Permitted Transferee”), the Shares may not be transferred (other than with the prior written consent of RHJI, such consent not to be unreasonably withheld or delayed).

(b)  The Purchaser may not Transfer any Common Stock into which Shares have been converted (the “Restricted Shares”), other than Transfers to Permitted Transferees, during the following periods:  (i) for a period of 90 days following the Closing Date (the “Initial Restricted Period”), (ii) for a period of 180 days following the consummation of the Institutional Offering (or for such shorter lock-up period as the underwriters of the Institutional Offering require of RHJI or the Purchaser) (the “Institutional

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Restricted Period”) and (iii) for a period of 180 days after the date of the consummation of the IPO (or for such shorter lock-up period as the underwriters of the IPO require of RHJI or the Purchaser) (the “Offering Restricted Period” and, together with the Initial Restricted Period and the Institutional Restricted Period, each a “Restricted Period”); provided that no Restricted Period shall extend beyond 24 months from the Closing Date.

(c)  The Purchaser shall not Transfer to a Permitted Transferee any Shares or, during a Restricted Period, Restricted Shares unless the Purchaser first provides the Company five business days prior notice and such Permitted Transferee enters into a joinder agreement, pursuant to which it becomes a Purchaser under this Agreement, which joinder agreement shall be reasonably satisfactory to the Company. The Purchaser shall give the Company notice of any Transfer of Restricted Shares (other than during a Restricted Period) promptly after such Transfer.

(d)  If the Purchaser has Transferred all of its Shares and Restricted Shares in one or more Transfers not in violation of this Section 9.11, immediately following such Transfer the Purchaser shall cease to be a party to this Agreement.

SECTION 9.12. Demand Offering.

(a)  Demand Right.

(i)   (A) In the event that a Conversion Trigger Event does not occur during the four year period following the Closing Date, upon the written request of the Purchaser (a “Share Demand Notice”), the Company shall cooperate to effect one secondary offering of the Shares held by the Purchaser (a “Share Demand Offering”) as to the number of Shares specified in such request; provided that if the Purchaser first effects a Restricted Share Demand Offering (as defined below), the Purchaser shall not be entitled to effect any Share Demand Offering; (B) following the earlier of (x) the expiration of the Offering Restricted Period and (y) 24 months following the Closing Date, upon the written request of the Purchaser (a “Restricted Share Demand Notice”) and, together with a Share Demand Notice, a “Demand Notice”), the Company shall cooperate to effect one secondary offering of Restricted Shares held by the Purchaser (a “Restricted Share Demand Offering” and, together with a Share Demand Offering, each a “Demand Offering”) as to the number of Restricted Shares specified in such request; provided that if the Purchaser first effects a Share Demand Offering, the Purchaser shall not be entitled to effect any Restricted Share Demand Offering; and (C) any such request for a Demand Offering shall specify the number of Shares or Restricted Shares, as applicable, proposed to be offered for sale (the “Demand Offering Shares”) and shall also specify the intended method of distribution thereof. The Purchaser shall have the right to designate any of the

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following international or Japanese banks to participate as underwriters in a Demand Offering: Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JP Morgan, Lazard, Lehman Brothers, Merrill Lynch, Mizuho, Morgan Stanley, Nikko Citi and Nomura.

(ii) The Company shall use reasonable efforts to prepare and file offering materials, including a statutory prospectus, for any Demand Offering as promptly as reasonably practicable following delivery of the Demand Notice and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities, and shall make any other filings required under applicable laws and regulations to be made by the Company in connection with such Demand Offering, including the filing of securities notices. The Company shall supplement or make amendments to such offering materials as may be necessary to correct any material misstatement or omission contained therein, until such time as the Demand Offering is completed. The Company shall furnish to the holders of the Shares copies of any such supplement or amendment prior to its being used.

(iii) The Purchaser may withdraw its Demand Offering Shares from such Demand Offering at any time prior to the commencement of the marketing for such Demand Offering, in which case such Demand Offering shall be terminated and shall not count as the Demand Offering for the purpose of this Section 9.12(a).

(iv) The Company shall be required to effect only one Demand Offering pursuant to this Section 9.12(a) (including any Demand Offering exercised pursuant to Section 9.12(a)(v)), except that if the lead underwriter participating in the Demand Offering shall cut back by more than 30% the number of Demand Offering Shares to be offered in the Demand Offering by the Purchaser as provided in Section 9.12(b) below, the Purchaser shall have one additional right to make a Demand Offering as provided in this Section 9.12(a); provided, however, that in no event shall the Company be required to effect more than two Demand Offerings pursuant to this Section 9.12(a) (including any Demand Offering exercised pursuant to Section 9.12(a)(v)).

(v) In addition to the Purchaser’s right to effect up to two Demand Offerings pursuant to this Section 9.12, (x) the Principal Company Shareholders have a similar right to effect up to two demand offerings of Common Stock pursuant to the Stockholders Agreement and (y) Masco has a similar right to effect up to two demand offerings of either Common Stock or Shares pursuant to the Other Preferred Stock Purchase Agreement (collectively, each an “Other Demand Right”). If (i) one of the foregoing parties validly exercises an Other Demand Right in respect of shares of Common Stock and (ii) the Purchaser at such time continues to have the right under this Section 9.12(a) to effect a

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Restricted Share Demand Offering, then the Company promptly shall notify the Purchaser of the exercise of such Other Demand Right and the Purchaser shall have the right to participate in the offering of Common Stock being effected thereby by delivering written notice to the Company within ten business days of receipt thereof of its election to so offer Restricted Shares; provided that any such election to so participate shall be deemed an exercise by the Purchaser of its right under this Section 9.12(a) to effect a Restricted Share Demand Offering and otherwise shall be effected in accordance with this Section 9.12. The Purchaser shall have a similar right to participate in an offering of Shares effected by Masco pursuant to an Other Demand Right. The holders of Other Demand Rights also shall have a similar right to participate in a Restricted Share Demand Offering effected by the Purchaser pursuant to this Agreement and Masco shall have a similar right to participate in a Share Demand Offering effected by the Purchaser pursuant to this Agreement. In no event shall shares of Common Stock and Shares be offered in the same Demand Offering except with the approval of the Company and the Purchaser. “Priority Shares” means for purposes of this Agreement, as applicable, any shares of Common Stock offered by the Purchaser, Masco or the Principal Company Shareholders and any Shares offered by the Purchaser or Masco, in each case in an offering effected either pursuant to this Section 9.12 or pursuant to the exercise of an Other Demand Right by the Principal Company Shareholders or Masco.

(b)  Reduction of Offering. Notwithstanding anything contained herein, if the lead underwriter of an underwritten offering described in Section 9.12(a) (including any such offering being effected in connection with the exercise of an Other Demand Right as provided in Section 9.12(a)(v)) (collectively, a “Specified Offering”) delivers a written opinion to the Company that the number of Shares or Common Shares, as applicable (the “Offered Shares”), that the holders of Offered Shares intend to include in such specified Offering is such that the success of any such offering would be materially and adversely affected, including the price at which the Offered Shares can be sold, then the number of Offered Shares to be included in the Specified Offering for the account of the holders of the Offered Shares shall be reduced pro rata to the extent necessary to reduce the total amount of Offered Shares to be included in any such Specified Offering to the amount recommended by such lead underwriter; provided, however, that priority shall be (i) first, the Priority Shares requested to be included in the Specified Offering for the account of the holders of the Priority Shares, allocated pro rata among them in accordance with the number of Priority Shares held by each of them until all of such shares have been included, (ii) second, Offered Shares proposed to be offered by the Company for its own account and (iii) third, pro rata among any other Offered Shares of the Company requested to be included in the Demand Offering by the holders thereof pursuant to a contractual right, so that the total number of Offered Shares to be included in any such offering

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for the account of all such Persons will not exceed the number recommended by such lead underwriter.

(c)  Demand Offering Procedures. Subject to the provisions of Section 9.12(a), in connection with the Demand Offering, the Company will as promptly as reasonably practicable:

(i) Furnish to the holders of the Demand Offering Shares, if requested, prior to such offering, copies of such offering material for such Demand Offering, and thereafter such number of copies of each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), and such other documents in such quantities as the holders of the Demand Offering Shares may reasonably request from time to time in order to facilitate the disposition of the Demand Offering Shares.

(ii) Promptly notify the holders of the Demand Offering Shares of the happening of any event as a result of which the offering memorandum included in such offering materials or amendment contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Company will promptly prepare a supplement or amendment to such offering materials so that such offering memorandum will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(iii) Make available for inspection by the holders of the Demand Offering Shares, any underwriter participating in any disposition pursuant to such Demand Offering, any attorney for the holders of the Demand Offering Shares or the underwriter and any accountant or other agent retained by the holders of the Demand Offering Shares or any such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable each of them to exercise its due diligence responsibility, and cause the officers, directors and employees of the Company and its Subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Demand Offering; provided, however, that (i) Records and information obtained hereunder shall be used by such Inspector only to exercise its due diligence responsibility, (ii) Records or information that the Company determines, in good faith, to be confidential shall not be disclosed by the Inspectors unless (x) the disclosure of such Records or information is necessary to avoid or correct a material misstatement or omission in the offering materials for such Demand Offering or (y) the release of such Records or information is ordered pursuant to a subpoena or other order from a court or governmental authority of competent

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jurisdiction and (iii) the Company may require, as a condition to the provision to any Inspector of any Records, that such Inspector execute and deliver to the Company a written agreement, in form and substance reasonably satisfactory to the Company, pursuant to which such Inspector agrees to the confidential treatment of such Records.

(iv) Cause members of senior management of the Company to prepare materials for and participate in a customary road show in connection with the Demand Offering.

(d)  Conditions to Demand Offerings. The obligations of the Company to take the actions contemplated by Sections 9.12(a) and 9.12(c) with respect to a Demand Offering:

(i) The holders of the Demand Offering Shares shall conform to all applicable requirements of the SEL and TSE with respect to the offering and sale of securities.

(ii) The holders of the Demand Offering Shares shall advise each underwriter through which any of the Shares are offered that the Shares are part of a distribution that is subject to the offering materials delivery requirements of the SEL or the TSE.

(iii) The Company may require the holders of the Demand Offering Shares to furnish to the Company such information regarding the holders of the Demand Offering Shares or the distribution of the Demand Offering Shares as the Company may from time to time reasonably request in writing, in each case only as required by the SEL or TSE.

(iv) Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 9.12(c)(ii) or a condition described in Section 9.12(e), the holders of the Demand Offering Shares will forthwith discontinue and cause the holders of the Demand Offering Shares to discontinue disposition of the Demand Offering Shares pursuant to the Demand Offering until the holders of the Demand Offering Shares receive copies of the supplemented or amended offering materials contemplated by Section 9.12(c)(ii) or notice from the Company of the termination of the Deferral Period (as defined in Section 9.12(e)) and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the possession of the holders of the Demand Offering Shares) of the most recent offering materials covering such Demand Offering Shares that was current at the time of receipt of such notice.

(e)  Black-out Period. The Company’s obligations pursuant to Section 9.12(a) shall be suspended if compliance with such obligations would

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(a) in the Company’s good faith determination based upon the advice of outside legal counsel, violate applicable law or (b) require the Company to disclose a material financing, acquisition or other corporate development, and the proper officers of the Company have determined, in the good faith exercise of their reasonable business judgment, that such disclosure is not in the best interests of the Company; provided, however, that any such suspension shall not exceed 90 days and all such suspensions shall not exceed 180 days in any twelve-month period (the “Deferral Period”). The Company shall promptly give the holders of the Demand Offering Shares written notice of any such suspension containing the approximate length of the anticipated delay, and the Company shall notify the holders of the Demand Offering Shares upon the termination of the Deferral Period.

(f)  Demand Offering Expenses. The Company shall pay all of its Demand Offering Expenses incident to its performance of, and compliance with, the Demand Offering pursuant to Section 9.12(a). Each holder of Demand Shares shall pay all discounts and commissions payable to underwriters, selling brokers, managers or other similar Persons related to the sale or disposition of such holder’s Demand Offering Shares pursuant to any Demand Offering in proportions to the amount of such holder’s Demand Offering Shares included in such Demand Offering and all of its other expenses in connection therewith.

(g)  Indemnification. (i) If required by the underwriters participating in the Demand Offering, the Company will execute and deliver a customary indemnity agreement, with respect to the information regarding the Company and its subsidiaries (but not the Purchaser) included in the offering materials prepared by the Company and used for such Demand Offering, in favor of the underwriters participating in the Demand Offering and their Affiliates.

(ii) The Company will execute and deliver a customary indemnity agreement, with respect to the information regarding the Company and its subsidiaries (but not the Purchaser) included in the offering materials prepared by the Company and used for such Demand Offering, in favor of the Purchaser participating in the Demand Offering.

(h)  Termination. The Company shall not have an obligation pursuant to this Section 9.12 to effect a Restricted Share Demand Offering unless the aggregate amount of Restricted Shares owned by the Purchaser represent at least 5% of the Common Shares of the Company.

SECTION 9.13. Notice of Share Redemption. (a)  At least 30 days but not more than 60 days prior to the date of any redemption of Shares pursuant to subsection 3(a) or 3(b) of the Share Terms, a written notice shall be mailed to each holder

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of record of Shares to be redeemed in a postage prepaid envelope addressed to such holder at his post office address as shown on the records of the Company, notifying such holder of the election of the Company to redeem such shares, stating the date fixed for redemption thereof (the “Redemption Date”) and calling upon such holder to surrender to the Company on the Redemption Date at the place designated in such notice his Certificate or Certificates representing the number of Shares specified in such notice of redemption in accordance with subsection 3 of the Share Terms.

(b)  On or after the Redemption Date each holder of Shares to be redeemed shall present and surrender his Certificate or Certificates for such Shares to the Company at the place designated in such notice and thereupon the redemption price of such Shares shall be paid to or on the order of the person whose name appears on such Certificate or Certificates as the owner thereof and each surrendered Certificate shall be canceled in accordance with subsection 3 of the Share Terms.

(c)  From and after the Redemption Date (unless default shall be made by the Company in payment of the redemption price) all dividends on the Shares designated for redemption in such notice shall cease to accrue and all rights of the holders thereof as stockholders of the Company, except the right to receive the redemption price thereof (including an amount equal to all accrued and unpaid dividends up to the Redemption Date) upon the surrender of Certificates representing the same, shall cease and terminate and such Shares shall not thereafter be transferred (except with the consent of the Company) on the books of the Company and such Shares shall not be deemed to be outstanding for any purpose whatsoever.

(d)  At its election, the Company prior to the Redemption Date may deposit the redemption price (including an amount equal to all accrued and unpaid dividends up to the Redemption Date) of the Shares so called for redemption in trust for the holders thereof with a Japanese bank or trust company, in which case such notice to holders of the Shares to be redeemed shall state the date of such deposit, shall specify the office of such bank or trust company as the place of payment of the redemption price and shall call upon such holders to surrender the Certificates representing such Shares at such price on or after the date fixed in such redemption notice (which shall not be later than the Redemption Date) against payment of the redemption price (including all accrued and unpaid dividends up to the Redemption Date). From and after the making of such deposit, the Shares so designated for redemption shall not be deemed to be outstanding for any purpose other than conversion pursuant to subsection 4 of the Share Terms and the rights of the holders of such shares shall be limited to (i) the conversion rights pursuant to subsection 4 of the Share Terms and (ii)the right to receive the redemption price of such shares (including all accrued and unpaid dividends up to the

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Redemption Date), without interest, upon surrender of the certificates representing the same to the Company at said office of such bank or trust company. Any interest accrued on such funds shall be paid to the Company from time to time. Any moneys so deposited which shall remain unclaimed by the holders of Shares at the end of six months after the Redemption Date shall be returned by such bank or trust company to the Company, after which the holders of such Shares shall have no further interest in such moneys, except as unsecured claimants of the Company.

SECTION 9.14. Mechanics of Conversion of Shares into Common Stock. (a)  The conversion right of a holder of Shares pursuant to subsection 4 of the Share Terms shall be exercised by such holder by the surrender to the Company of the Certificate or Certificates representing such Shares to be converted at any time during usual business hours at its principal place of business or the offices of its duly appointed transfer agent to be maintained by it, accompanied by written notice to the Company that the holder elects to convert all of the Shares represented by such Certificate or Certificates and specifying the name or names (with address) in which a certificate or certificates for shares of Common Stock are to be issued and (if so required by the Company or its duly appointed transfer agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Company or its duly appointed transfer agent duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 9.14(c). Immediately prior to the close of business on the date of receipt by the Company or its duly appointed transfer agent of notice of conversion of Shares, each converting holder of Shares shall be deemed to be the holder of record of Common Stock issuable upon conversion of such holder’s Shares. On the date of any conversion, all rights with respect to the Shares so converted, including the rights, if any, to receive notices, will terminate, except only the rights of holders thereof to (i) receive certificates for the number of whole shares of Common Stock into which such Shares have been converted  and (ii) exercise the rights to which they are entitled as holders of Common Stock.

(b)  The Company shall at all times reserve and keep available for issuance upon the conversion of any Shares such number of its authorized but unissued shares of Common Stock as will from time to time be sufficient to permit the conversion of all outstanding Shares, and shall take all action required to increase the authorized number of shares of Common Stock if at any time there shall be insufficient unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding Shares.

(c)  The issuance or delivery of certificates for Common Stock upon the conversion of Shares pursuant to subsection 4 of the Share Terms shall be made without charge to the converting holder of Shares for such certificates or for any Tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be

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issued or delivered in the respective names of, or in such names as may be directed by, the holders of the Shares converted; provided, however, that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the relevant Shares and the Company shall not be required to issue or deliver such certificate unless or until the person or persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such Tax or shall have established to the reasonable satisfaction of the Company that such Tax has been paid.

(d)  Upon conversion of the Shares into Company Common Stock pursuant to the terms of subsection 4 of the Share Terms, (i) the Company Common Stock will have been duly registered under the requirements of the SEL, (ii) an application for the listing thereof will have been duly filed with the TSE and (iii) subject to the terms of this Agreement and to TSE reporting requirements, the Company Common Stock may be transferred by the Purchaser without the requirement of further registration thereof under the requirements of the SEL or the TSE, other than as a result of acts of the Purchaser.

SECTION 9.15. Notice of Adjustment of Share Conversion Price.  (a)  Whenever the conversion price of the Shares is adjusted pursuant to subsection 5 of the Share Terms, the Company shall (i) compute the adjusted conversion price in accordance with subsection 5 of the Share Terms and prepare and transmit to the transfer agent an officer’s certificate setting forth the adjusted conversion price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based and (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the conversion price (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), the Company or, at the request and expense of the Company, the transfer agent, shall provide a written notice to the holders of Shares of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the conversion price was determined and setting forth the adjusted conversion price.

(b)  Reversal of Adjustment. If at any time the Company takes a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter (and before the dividend or distribution has been paid or delivered to stockholders) legally abandons its plan to pay or deliver such dividend or distribution, then no adjustment in the conversion price of the Shares then in effect shall be required by reason of the taking of such record.

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SECTION 9.16. Transactions with Affiliates. The Company shall comply with its affiliate transactions covenant under its credit facilities with the Company Lenders, whether or not such facility otherwise remains in effect.

SECTION 9.17. Limitations. (a)  Except as expressly permitted by this Section 9.16, the Company shall not and shall not permit any of its Subsidiaries to (i) declare, pay or set apart for payment any dividend or make any distribution on, or directly or indirectly purchase, redeem or discharge any mandatory redemption, sinking fund or other similar obligation in respect of any other stock of the Company ranking on a parity with the Shares as to dividends or liquidation rights (collectively, “Parity Securities”), or in respect of any warrants, rights or options exercisable for or convertible into any such Parity Securities or (ii) declare, pay or set apart for payment any dividend or make any distributions on, or, directly or indirectly, purchase, redeem or satisfy any such mandatory redemption, sinking fund or other similar obligation in respect of any stock of the Company ranking junior to the Shares as to dividends or liquidation rights (collectively, “Junior Securities”), or in respect of any warrants, rights or options exercisable for or convertible into any Junior Securities; provided, however, that (A) with respect to dividends and distributions, payments may be made or amounts set aside for payment of dividends on Parity Securities if prior to or concurrently with such payment or setting apart for payment, all accrued and unpaid dividends on the Shares not paid on the dates upon which such payment is due hereof (including Additional Dividends) shall have been or shall be paid; (B) with respect to any purchase, redemption or retirement of Parity Securities, Shares shall be redeemed so that the number of Shares and Parity Securities so purchased or redeemed shall bear to each other the same ratio that the liquidation preference of the Shares and the liquidation preference of such Parity Securities shall bear to each other; and (C) dividends and distributions may be made or set aside for payment in respect of any Junior Securities or redemptions, repurchases or retirements of any Junior Securities may be made if (x) the Company, prior to making such dividends or distributions in respect of any Junior Securities, has paid in cash all accrued dividends on the Shares and is not then in arrears on payment of any dividends on the Shares or (y) the Conversion Trigger Event has occurred. In addition, notwithstanding the foregoing, the Company will be permitted to (1) pay dividends and distributions in respect of capital stock in the form of Junior Securities and dividends and distributions in respect of Parity Securities in the form of Parity Securities; (2) pay dividends or make other distributions in respect of any capital stock if at the time of declaration of such dividend or distribution the Company could have made such payment in compliance with this Section 9.16; (3) exchange or replace Junior Securities with other Junior Securities or other Parity Securities with Parity Securities or Junior Securities; and (4) make payments to redeem, repurchase or acquire for value Junior Securities or Parity Securities or options in respect thereof, in each case in connection with any repurchase, cash settlement, put or call provisions under employee stock option, management subscription, retained share or stock purchase agreements or other agreements to compensate employees, including in respect of restricted stock awards.

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(b)  So long as any Shares are outstanding and unless the vote or consent of the holders of a greater number of Shares shall then be required by law, except as otherwise provided in the Certificate of Incorporation, the Company shall not amend the Company Charter without the approval, by vote or written consent, by the holders of at least two-thirds of the then outstanding Shares if such amendment would amend any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any Shares so as to affect such holders adversely. Without limiting the generality of the preceding sentence, the Company will not amend the Certificate of Incorporation without the approval by the holders of at least two-thirds of the then outstanding Shares if such amendment would:

(i) change the relative seniority rights of the holders of the Shares as to the payment of dividends in relation to the holders of any other capital stock of the Company, or create any other class or series of capital stock entitled to (a) seniority as to liquidation preferences or dividend, repurchase or redemption rights, or (b) parity as to liquidation preferences or dividend, repurchase or redemption rights, in each case in relation to the holders of the Shares;

(ii) reduce the amount payable to the holders of the Shares upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, or change the relative seniority of the liquidation preference of the holders of the Shares to the rights upon liquidation of the holders of other capital stock of the Company, or change the dividend or redemption rights of the holders of the Shares;

(iii) cancel or modify the rights of the holders of the Shares with respect to redemption, conversion, anti-dilution, priority upon liquidation or dissolution or voting rights or under this Section 9.16;

(iv) increase or decrease (other than by redemption or purchase and any subsequent filing in connection therewith) the authorized number of Shares;

(v) allow for the issuance of any Parity Securities, provided, however, that Parity Securities may be issued without such approval solely to finance (1) an investment by the Company or any Subsidiary of the Company in any other person pursuant to which such person shall become a Subsidiary of the Company or any Subsidiary of the Company, or shall be merged with or into the Company or any Subsidiary of the Company, or (2) the acquisition by the Company or any Subsidiary of the Company of the assets of any person which constitute all or substantially all of the assets of such person or comprises any division or line of business of such person or any other properties or assets of such person acquired outside of the ordinary course of business; provided that, in each case, such issuance is to a person or persons having a direct or indirect beneficial interest in the person or assets so acquired by the Company or any Subsidiary of the

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Company or to refinance debt or preferred stock incurred or assumed in connection with an acquisition described in clause (1) or (2) above so long as the initial liquidation preference of any such Parity Securities (exclusive of accrued or pay-in-kind dividends thereon after issuance, which shall be permitted) does not exceed in the aggregate the Japanese yen equivalent of $25 million at the time of such issuance; or

(vi) allow for the issuance of any capital stock of the Company ranking prior in right of payment as to dividends or upon liquidation, dissolution or winding-up of the Company (“Senior Securities”).

(c)  So long as any of the Shares are outstanding and unless the vote or consent of the holders of a greater number of Shares shall then be required by law, the consent of the holders of two-thirds of all of the outstanding Shares (given in person or by proxy, either by written consent pursuant to the JCL or by a vote at an extraordinary meeting of stockholders called for such purpose or at any annual meeting of stockholders, with the holders of Shares voting as a class and with each Share having one vote) shall be required prior to the sale, lease or conveyance of all or substantially all of the Company’s assets or the merger or consolidation of the Company with or into any other entity if as a result of such transaction the Shares would be cashed out for less than 100% of the Liquidation Preference of such Share plus any accrued and unpaid dividends (including Additional Dividends)), or as a result of which the Shares would continue in existence (either as stock in the Company or in the surviving company in a merger or in any parent company of the Company or such surviving corporation) but with an adverse alteration in its specified designations, rights, preferences or privileges, including the rights set forth in Sections 9.11 through 9.22 of this Agreement.

(d)  Nothing herein contained shall be construed so as to require a class vote or the consent of the holders of the outstanding Shares (i) in connection with any increase in the total number of authorized shares of Common Stock, or (ii) in connection with the authorization or increase of any class or series of Junior Securities.

(e)  The limitations stated in this Section 9.16 shall not apply if, at or prior to the time when the distribution, payment, purchase, redemption, discharge, conversion, exchange, amendment, alteration, repeal, issuance, sale, lease, conveyance, merger or consolidation is to occur, as the case may be, provision is made for the redemption or reacquisition of all Shares at the time outstanding. Nothing herein contained shall in any way limit the right and power, subject to the limitations set forth herein, of the Company to issue the presently authorized but unissued shares of its capital stock, or bonds, notes,

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mortgages, debentures, and other obligations, and to incur indebtedness to banks and to other lenders.

SECTION 9.18. Change in Control. (a)  If a Change in Control (as hereinafter defined) shall occur prior to a Conversion Trigger Event, and, as a result of such Change in Control the Shares cease to be convertible into an equity security that is listed on a stock exchange or authorized for quotation on an automated quotation system, then each holder of Shares shall have the right to require that the Company purchase such holder’s Shares, in whole or in part, out of Company Funds legally available therefore under the JCL (the “Legally Available Funds”) and subject to necessary procedures under the JCL at a cash purchase price (a “Change in Control Payment”) in an amount equal to 100% of the liquidation preference of such Shares, plus accrued and unpaid dividends (including on any Additional Dividends, if any, to the date of purchase, pursuant to the offer described below (the “Change in Control Offer”) and the other procedures set forth herein.

(b)  Within the time period specified in subsection 9.18(d), the Company shall mail a notice to each holder of Shares, with the following information: (i) a Change in Control Offer is being made pursuant to this Section 9.18 and that all Shares properly tendered pursuant to such Change in Control Offer will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, except as may be otherwise required by applicable Law (the “Change in Control Payment Date”); (iii) any Shares not properly tendered will remain outstanding and continue to accrue dividends; (iv) unless the Company defaults in making the Change in Control Payment, all Shares accepted for payment pursuant to the Change in Control Offer will cease to accumulate dividends on the Change in Control Payment Date; (v) holders of Shares electing to have any Shares purchased pursuant to a Change in Control Offer will be required to surrender such Shares, properly endorsed for transfer, to the transfer agent for the Shares at the address specified in the notice prior to the close of business on the third Business Day preceding the Change in Control Payment Date; (vi) holders of Shares will be entitled to withdraw their tendered Shares and their election to require the Company to purchase such Shares, provided that the transfer agent receives, not later than the close of business on the last day of the offer period, a telegram, telex, facsimile transmission or letter setting forth the name of the holder of Shares, the number of Shares tendered for purchase, and a statement that such holder is withdrawing his tendered Shares and his election to have such Shares purchased; and (vii) that holders whose Shares are being purchased only in part will be issued, to the extent applicable, a new certificate or certificates for Shares equal in number to the unpurchased portion of the Shares surrendered.

(c)  On the Change in Control Payment Date, the Company shall, to the extent permitted by Law, (i) accept for payment all Shares properly tendered pursuant to the Change in Control Offer, (ii) deposit with the transfer agent for the Shares an amount

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in cash equal to the aggregate Change in Control Payment in respect of all Shares so tendered and (iii) deliver, or cause to be delivered, to such transfer agent for cancellation the Shares so accepted. The Company shall promptly mail, or cause to be mailed, to each holder of Shares the Change in Control Payment for such Shares, and new Shares equal in aggregate liquidation preference to any unpurchased portion of Shares surrendered, if any.

(d)  The Company shall mail the notice referred to in Section 9.13(b) above not later than 60 days after learning of a Change in Control specified in Section 9.15(e)(i) or (ii) below or not more than 60 days after an occurrence specified in Section 9.15(e)(iii) (such 60th day being the “Notice Trigger Date”). Prior to making a Change in Control Offer, but in any event not later than the Notice Trigger Date, the Company covenants to (i) repay in full all indebtedness under agreements containing change of control puts or defaults (and terminate all commitments thereunder) or offer to repay in full all such indebtedness (and terminate all commitments) and to repay the indebtedness owed to (and terminate the commitments of) each creditor which has accepted such offer or (ii) obtain the requisite consents in respect of such indebtedness to permit the purchase of Shares. The Company will first comply with the covenant in the preceding sentence before it will be required to repurchase Shares pursuant to the provisions described below.

(e)  The occurrence of any of the following events will constitute a “Change in Control”:

(i) any person or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “1934 Act”) other than RHJI (an “other entity”) shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the 1934 Act, of capital stock representing a majority of the voting power for the election of the Directors of the Company; or

(ii) the Company, directly or indirectly, consolidates or merges with any other entity or sells or leases it properties and assets substantially as an entirety to any other entity, and, immediately following such transaction, a person or group, within the meaning of Section 13(d)(3) of the 1934 Act, other than RHJI, beneficially owns capital stock representing a majority of the voting power for the election of Directors of the Company.

SECTION 9.19. Board Observer Right. In the event that the Company shall fail to discharge its obligation to redeem Shares pursuant to Subsection 3(a) of the Share Terms and a Conversion Trigger Event has not occurred, the holders of the Shares shall have the right to collectively designate one observer to the Board of Directors of the Company. Such observer shall be removed from the Board of Directors of the Company immediately following the discharge by the Company of its obligation to redeem Shares pursuant to Subsection 3(a) of the Share Terms or upon the occurrence of a Conversion

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Trigger Event. Such observer may be removed at any time by the vote of the majority of the holders of Shares.

SECTION 9.20. Voting Rights. The Holders of the Shares shall not, except as required by Japanese law, have any right or power to vote on any question or in any proceedings or to be represented at, or to receive notice of, any meeting of the Company’s stockholders. On any matters on which the holders of the Shares shall be entitled to vote, they shall be entitled to one vote for each share held.

SECTION 9.21. Purchaser Consent. (a)  The Purchaser hereby consents to the Merger and the TM Distribution (subject to the payment date of the TM Distribution being on or after the Closing Date and being made conditional on the Closing).

(b)  The Purchaser, by the execution and delivery of this Agreement, hereby waives in relation to the Merger its rights under Section 262 of the Delaware General Corporation Law (“Section 262”) in connection with its Appraisal Shares (as defined in the Merger Agreement) including any rights to demand appraisal of its Appraisal Shares, and hereby consents and agrees, in relation to the Merger, not to exercise any rights under Section 262, including any appraisal rights, with respect to its Appraisal Shares.

SECTION 9.22. Information Rights. So long as the Purchaser holds Shares, or holds Restricted Shares representing at least 5% of the total number of outstanding shares of Common Stock, the Purchaser shall be entitled to receive, in an English language version, (if otherwise available), as promptly as practicable after such information is available (i) quarterly consolidated unaudited financial statements and reports of the Company, (ii) consolidated annual audited financial statements and reports of the Company, and (iii) such other information relating to the business, affairs (including any matter customarily requiring the approval of the Board of Directors), prospects or condition (financial or otherwise) of the Company as is available to the Company and that the Purchaser may reasonably request or that customarily is provided to RHJI; provided that the Purchaser may waive its rights under this Section 9.22 at any time in its sole discretion.

SECTION 9.23. Authoritative Version of Share Terms. The Company and the Purchaser agree (i) to use commercially reasonable efforts to cause the Share Terms to be translated into a Japanese version reasonably satisfactory to both parties, so as to reflect accurately in Japanese the Terms and Conditions attached hereto as Exhibit B and (ii) that such Japanese version of the Share Terms shall govern and be the authoritative version of the Share Terms.

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IN WITNESS WHEREOF, the Company and the Purchaser have duly executed this Agreement, all as of the date first written above.

ASAHI TEC CORPORATION,
by	/s/ AKIRA NAKAMURA
	Name: Akira Nakamura
	Title:   President

DAIMLERCHRYSLER CORPORATION,
by	/s/ JOHN C. STELLMAN
	Name: John C. Stellman
	Title: Vice President