1 EXHIBIT 99.2 February 8, 1996 Lilly Industries, Inc. 733 South West Street Indianapolis, Indiana 46225 Attention: Douglas W. Huemme, Chairman President and Chief Executive Officer Dear Mr. Huemme: Lilly Industries, Inc. (the "Borrower") has...Lilly Industries Inc • March 18th, 1996 • Paints, varnishes, lacquers, enamels & allied prods
INDENTURE BetweenLilly Industries Inc • December 5th, 1997 • Paints, varnishes, lacquers, enamels & allied prods • New York
by and amongAgreement and Plan of Merger • June 26th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT [1995]Revolving Credit Agreement • February 26th, 1996 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 14th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this 14th day of January 2000 by and between LILLY INDUSTRIES, INC. (the "Company"), an Indiana corporation with its principal place of business in Indianapolis, Indiana, and...Executive Employment Agreement • February 25th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
R E C I T A L S - - - - - - - -Rights Agreement • June 26th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
CREDIT AGREEMENTAssignment Agreement • December 5th, 1997 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT made as of the 31st day of August, 1999, by and among LILLY INDUSTRIES, INC., an Indiana corporation (the "Borrower"), the LENDERS party hereto, and BANK ONE, INDIANA, N.A., as successor by...Credit Agreement • February 25th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
Rights Agent RIGHTS AGREEMENTRights Agreement • January 23rd, 1996 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Ohio
AGREEMENT, dated as of the 11th day of May, 2000 (this "Agreement"), by and among Lilly Industries, Inc., a Canadian corporation organized under the laws of the Province of Ontario ("Lilly Canada"), Lilly Industries, Inc., an Indiana corporation (the...Agreement • July 14th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
LILLY INDUSTRIES, INC. CHANGE IN CONTROL AGREEMENT OLIN RAY CROCKER This CHANGE IN CONTROL AGREEMENT, dated as of February 3, 2000, evidences an agreement by and between LILLY INDUSTRIES, INC., an Indiana corporation having its principal executive...Control Agreement • February 25th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT [1995]Credit Agreement • February 26th, 1996 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
1 EXHIBIT 99.11 CONFIDENTIALITY AGREEMENT An interest has been indicated by the undersigned parties (the "Parties") to receive non-public and confidential information ("evaluation material") relating to a potential purchase, investment, partnership,...Confidentiality Agreement • March 18th, 1996 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
AGREEMENT, dated as of the 11th day of May, 2000 (this "Agreement"), by and between Lilly Industries, Inc., an Indiana corporation (the "Company"), and Olin Ray Crocker (the "Executive"). WHEREAS, the Board of Directors of the Company (the "Board"),...Agreement • July 14th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
AGREEMENT, dated as of the 11th day of May, 2000 (this "Agreement"), by and between Lilly Industries, Inc., an Indiana corporation (the "Company"), and Virgil E. Underwood (the "Executive"). WHEREAS, the Board of Directors of the Company (the...Agreement • July 14th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
AGREEMENT, dated as of the 11th day of May, 2000 (this "Agreement"), by and between Lilly Industries, Inc., an Indiana corporation (the "Company"), and Larry H. Dalton (the "Executive"). WHEREAS, the Board of Directors of the Company (the "Board"),...Agreement • July 14th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
AGREEMENT, dated as of the 11th day of May, 2000 (this "Agreement"), by and between Lilly Industries, Inc., an Indiana corporation (the "Company"), and Keith C. Vander Hyde, Jr. (the "Executive"). WHEREAS, the Board of Directors of the Company (the...Agreement • July 14th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
AGREEMENTAgreement • March 18th, 1996 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods
LILLY INDUSTRIES, INC. $100,000,000 7-3/4% Senior Notes due 2007 REGISTRATION AGREEMENTLilly Industries Inc • December 5th, 1997 • Paints, varnishes, lacquers, enamels & allied prods • New York
2) two (2) times an amount equal to any contributions the Company or Lilly Canada would have otherwise made on Executive's behalf to the Company's Employee Stock Purchase Plan during the twelve (12) months following Executive's date of termination,...Change in Control Agreement • February 25th, 2000 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Indiana
ACKNOWLEDGMENTLilly Industries Inc • March 18th, 1996 • Paints, varnishes, lacquers, enamels & allied prods
ACKNOWLEDGMENTLilly Industries Inc • March 8th, 1996 • Paints, varnishes, lacquers, enamels & allied prods
LILLY INDUSTRIES, INC. $100,000,000 7-3/4% Senior Notes due 2007 PURCHASE AGREEMENTLilly • December 5th, 1997 • Lilly Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • New York
November 29, 1999 Via Certified Mail Mr. J. Dean Presson Vice President National City Bank Corporate Trust Administration 629 Euclid Avenue, Suite 635 Cleveland, OH 4414 Re: Lilly Industries, Inc. Rights Agreement Dear Mr. Presson: Pursuant to Section...Lilly Industries Inc • February 25th, 2000 • Paints, varnishes, lacquers, enamels & allied prods
Pursuant to Section 21 of that certain Rights Agreement by and between Lilly Industries, Inc. ("Lilly") and KeyCorp Shareholder Services, Inc. ("KeyCorp"), dated as of January 12, 1996 (the "Agreement"), Lilly hereby provides notice that, effective December 6, 1999, KeyCorp shall be removed as Rights Agent under this Agreement. Pursuant to Section 21 of the Agreement, Lilly has appointed National City Bank to be the successor Rights Agent effective as of December 6, 1999. For your records, please find enclosed a copy of the Rights Agreement.
