0000950124-03-004101 Sample Contracts

STOCK REDEMPTION AGREEMENT
Stock Redemption Agreement • December 29th, 2003 • Morton Industrial Group Inc • Plastics products, nec • Ohio

This Stock Redemption Agreement (the “Agreement”) is dated as of the 23rd day of December, 2003 (the “Effective Date”), by and between MORTON INDUSTRIAL GROUP, INC., a Georgia corporation (the “Company”), and WI PRODUCTS, INC., an Ohio corporation formerly known as Worthington Custom Plastics, Inc. (the “Stockholder”).

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FIFTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 29th, 2003 • Morton Industrial Group Inc • Plastics products, nec • Illinois

This Fifth Amendment and Waiver to Amended and Restated Credit Agreement (herein, the “Amendment”) is made as of December 22, 2003, by and among Morton Industrial Group, Inc., a Georgia corporation (the “Borrower”), the Lenders party to the Credit Agreement hereinafter identified and defined, and Harris Trust and Savings Bank, as Agent for the Lenders (in such capacity, the “Agent”).

SETTLEMENT AGREEMENT
Settlement Agreement • December 29th, 2003 • Morton Industrial Group Inc • Plastics products, nec • Ohio

This Settlement Agreement (together with the exhibits incorporated by reference herein, the “Agreement”) is dated as of the 20th day of November, 2003, by and between WORTHINGTON INDUSTRIES, INC., an Ohio corporation (“Worthington Industries”), and WI PRODUCTS, INC., an Ohio corporation formerly known as Worthington Custom Plastics, Inc. (“WI Products”) (Worthington Industries and WI Products are sometimes collectively referred to as “Worthington”) and MORTON INDUSTRIAL GROUP, INC., a Georgia corporation (“Morton”).

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