Ms Acquisition Sample Contracts

Ms Acquisition – MS ACQUISITION CORP. ENTERS INTO AGREEMENT TO ACQUIRE ZENITH INDUSTRIAL (May 10th, 1999)

1 EXHIBIT 99.1 MS ACQUISITION CORP. ENTERS INTO AGREEMENT TO ACQUIRE ZENITH INDUSTRIAL CORPORATION Centerline, Michigan. May 10, 1999 -- MS Acquisition Corp. entered into an agreement to acquire all of the issued and outstanding capital stock of Zenith Industrial Corporation. The closing of the transaction is subject to customary and usual conditions including the approval of the Federal Trade Commission. Zenith Industrial Corporation is a stamper specializing in assembly stampings and underbody parts. MS Acquisition Corp. is a leading full-service supplier of highly engineered metal-formed components, complex modules and mechanical assemblies for automotive original equipment manufacturers in Europe and North America. Page 5

Ms Acquisition – SECOND AMENDMENT TO CREDIT AGREEMENT (November 12th, 1998)

1 Exhibit 4.2 Execution Copy SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 6, 1998 (this "Amendment"), is among AETNA INDUSTRIES, INC., a Delaware corporation (the "Company"), the guarantors set forth on the signature pages hereof (collectively, the "Guarantors"), the Lenders set forth on the signature pages hereof (collectively, the "Lenders") and NBD BANK, a Michigan banking corporation, as agent for the Lenders (in such capacity, the "Agent"). RECITALS A. The Company, the Guarantors, the Agent and the Lenders are parties to an Amended and Restated Credit Agreement dated as of April 10, 1998 (as now and hereafter amended, the "Credit Agreement"). B. The Company and the Guarantors

Ms Acquisition – FIRST AMENDMENT TO CREDIT AGREEMENT (August 12th, 1998)

1 EXHIBIT 4.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 20, 1998 (this "Amendment"), is among AETNA INDUSTRIES, INC., a Delaware corporation (the "Company"), the guarantors set forth on the signature pages hereof (collectively, the "Guarantors"), the Lenders set forth on the signature pages hereof (collectively, the "Lenders") and NBD BANK, a Michigan banking corporation, as agent for the Lenders (in such capacity, the "Agent"). RECITALS A. The Company, the Guarantors, the Agent and the Lenders are parties to an Amended and Restated Credit Agreement dated as of April 10, 1998 (as now and hereafter amended, the "Credit Agreement"). B. The Company and the Guarantors desire to amend the Credit Agreement, and the Agent and the Lenders are willing to d

Ms Acquisition – AMENDED AND RESTATED CREDIT AGREEMENT (August 12th, 1998)

1 EXHIBIT 4.1 AETNA INDUSTRIES, INC. ================================================================================ AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 10, 1998 ================================================================================ THE LENDERS PARTY HERETO AND NBD BANK, AS AGENT 2 TABLE OF CONTENTS Article Page ARTICLE 1 DEFINITIONS.......................................................................................1 1.1 C

Ms Acquisition – STOCK PURCHASE AGREEMENT (April 29th, 1998)

1 EXHIBIT 10.1 STOCK PURCHASE AGREEMENT AMONG SOFEDIT, MS, BDHI, CIBA,CEFI THE BARGE FAMILY, THE DOMENECH FAMILY, YACESE, JRMH, H.H.A.WAY, AND SOFEDIT FINANCIAL SHAREHOLDERS DATED AS OF APRIL 3, 1998 2 TABLE OF CONTENTS SECTION PAGE

Ms Acquisition – RESTATED CERTIFICATE OF INCORPORATION (April 29th, 1998)

1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF MS ACQUISITION CORP. MS ACQUISITION CORP., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "GCL"), does hereby certify that: 1. The name of the corporation is MS ACQUISITION CORP. (the "Corporation"). The Corporation was originally incorporated under the name PWC Acquisition Corp., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 2, 1986 being thereafter amended and restated. 2. This Restated Certificate of Incorporation (i) has been adopted in accordance with the provisions of Sections 228 (with the written consent of the stockholders of the Corporation), 242 and 245 of the GCL and (ii) amends

Ms Acquisition – REGISTRATION RIGHTS AGREEMENT (April 29th, 1998)

1 EXHIBIT 10.3 EXECUTION COPY MS ACQUISITION CORP. REGISTRATION RIGHTS AGREEMENT 2 TABLE OF CONTENTS Page RECITALS .................................................................1 ARTICLE I DEFINITIONS......................................................2 1.1 Defined Terms in Stockholders Agreement.................2 1.2 Definitions.............................................2 1.3 Cross-References........................................4 ARTICLE II DEMAND REGISTRATIONS.............................................5 2.1 Requests for Registration...............................5 2.2 Long-Form Regi

Ms Acquisition – STOCKHOLDERS AGREEMENT (April 29th, 1998)

1 EXHIBIT 10.2 EXECUTION COPY STOCKHOLDERS AGREEMENT AMONG MS ACQUISITION CORP. AND ITS STOCKHOLDERS 2 TABLE OF CONTENTS Page RECITALS......................................................................................................... 1 ARTICLE I CERTAIN DEFINITIONS....................................................................................... 2 1.1 Defined Terms...............