EXHIBIT 10.5 ------------ REINSTATEMENT OF CONVERSION AGREEMENT THIS REINSTATEMENT OF CONVERSION AGREEMENT, by and among Jalo Paananen, Elmar Paananen, Annamari Jukko, and Topi Paananen, individual residents of the Republic of Finland (each a "Finland Holder" and, collectively, the "Finland Holders"), Eimo Oyj, a company organized under the laws of the Republic of Finland ("Parent"), and Triple S Plastics, Inc., a Michigan corporation (the "Company") (the Finland Holders, the Parent, and the Company are collectively hereinafter referred to as the "Parties"), is made and entered into by and among the Parties effective as of the 25th day of May, 2001 (the "Effective Reinstatement Date"). WITNESSETH: ---------- WHEREAS, effective as of July 13, 2000, the Company, the Parent, and Spartan Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub") entered into an Agreement and Plan of Merger, as amended by a First Amendment dated as of February 3, 2001 (such agreement, as amended, is hereinafter referred to as the "Merger Agreement"); WHEREAS, in March of 2001, the Company, the Merger Sub, and the Parent terminated the Merger Agreement: WHEREAS, pursuant to the provisions of an Amended and Restated Agreement and Plan of Merger of even date herewith, the Company, the Merger Sub, and the Parent are reinstating the Merger Agreement, amending it in certain respects, and restating it in its entirety, as amended; WHEREAS, effective as of July 13, 2000, the Conversion Agreement in the form of Exhibit 1.6(c) to the Merger Agreement (the "Conversion Agreement") was executed by the Parties; and WHEREAS, the Parties want to make clear and certain that the Conversion Agreement is also reinstated in its entirety; NOW, THEREFORE, for and in consideration of the foregoing recitals, the mutual representations, warranties, covenants, and agreements contained herein, and other good and valuable consideration (the receipt, sufficiency, and adequacy of which are hereby acknowledged), the Parties agree as follows: 1. REINSTATEMENT WITHOUT AMENDMENT. The Conversion Agreement is hereby reinstated in its entirety, effective as of the Effective Reinstatement Date, without any amendments, changes, additions, or deletions. 2. CONTINUATION. The Conversion Agreement is to continue and remain in full force and effect from the Effective Reinstatement Date until terminated in accordance with the provisions of Section 2 thereof. 3. COUNTERPARTS; TELECOPIER. This Agreement may be executed in one or more counterparts, all of which together shall be considered one and the same agreement. Transmission by telecopier of an executed counterpart of the Agreement shall be deemed to constitute due and sufficient delivery of such counterpart. [SIGNATURES BEGIN ON NEXT PAGE] IN WITNESS WHEREOF, the Parties have caused this Reinstatement of the Conversion Agreement to be duly executed as of the day and year set forth at the beginning hereof. EIMO OYJ By: /s/ Elmar Paananen ------------------------------- Name: Elmar Paananen Title: Executive Vice Chairman TRIPLE S PLASTICS, INC. By: /s/ A. Christian Schauer ------------------------------- Name: A. Christian Schauer Title: Chief executive Officer FINLAND HOLDERS: /s/ Jalo Paananen ------------------------------------- Jalo Pannanen /s/ Elmar Paananen ------------------------------------- Elmar Paananen /s/ Annamari Jukko ------------------------------------- Annamari Jukko /s/ Topi Paananen ------------------------------------- Topi Paananen Signature Page to Reinstatement of the Conversion Agreement