-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5/sV6/g7YsaNNuzEzm7+8thmzxzlIosLgVUZzyNyiYBJ3sfrXlWjRf4HMVh2vL9 FKkPW+sOKLgjAICaargtzg== 0001104659-05-047492.txt : 20051006 0001104659-05-047492.hdr.sgml : 20051006 20051006153137 ACCESSION NUMBER: 0001104659-05-047492 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051006 DATE AS OF CHANGE: 20051006 GROUP MEMBERS: ANDREW MCNALLY IV GROUP MEMBERS: BABSON CAPITAL MANAGEMENT LLC GROUP MEMBERS: FORREST E. CRISMAN, JR. GROUP MEMBERS: GLENN SCOLNIK GROUP MEMBERS: MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY GROUP MEMBERS: MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED GROUP MEMBERS: MASSMUTUAL HIGH YIELD PARTNERS II LLC GROUP MEMBERS: MICHAEL T. FURRY GROUP MEMBERS: RALPH R. WHITNEY, JR. GROUP MEMBERS: RICHARD A. PLACE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REINHOLD INDUSTRIES INC/DE/ CENTRAL INDEX KEY: 0000862255 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 132596288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41315 FILM NUMBER: 051127154 BUSINESS ADDRESS: STREET 1: 12827 EAST IMPERIAL HWY CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670-4713 BUSINESS PHONE: 5629443281 MAIL ADDRESS: STREET 1: 12827 EAST IMPERIAL HWY CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670 FORMER COMPANY: FORMER CONFORMED NAME: KEENE CORP /DE/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meinsen Brett R CENTRAL INDEX KEY: 0001301764 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 562-903-3005 MAIL ADDRESS: STREET 1: 12827 E. IMPERIAL HWY. CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670 SC 13D 1 a05-17289_1sc13d.htm SC 13D

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

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Reinhold Industries, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

75935A 10 9

(CUSIP Number)

Philip L. McCool
Sommer Barnard Attorneys, PC
One Indiana Square, Suite 3500
Indianapolis, Indiana 46256
(317) 713-3500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 26, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 75935A 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Massachusetts Mutual Life Insurance Company IRS Identification No.: 04-1590850

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Massachusetts

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 460,025

			8.	Shared Voting Power 635,271

			9.	Sole Dispositive Power 460,025

			10.	Shared Dispositive Power 635,271

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,095,295

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 33.7%

	14.	Type of Reporting Person (See Instructions) IC

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MassMutual High Yield Partners II LLC IRS Identification No: 04-3325219

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 460,024

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 460,024

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 460,024

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.1%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MassMutual Corporate Value Partners Limited IRS Identification No.: NA

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 175,246

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 175,246

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 175,246

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.4%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Babson Capital Management LLC IRS Identification No.: 51-0504477

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 635,271 shares owned by Massachusetts Mutual Life Insurance Company and MassMutual Corporate Value Partners Limited

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 635,271 shares owned by Massachusetts Mutual Life Insurance Company and MassMutual Corporate Value Partners Limited

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 635,271 shares owned by Massachusetts Mutual Life Insurance Company and MassMutual Corporate Value Partners Limited

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 19.5%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Andrew McNally IV

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 93,473

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 93,473

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 93,473

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 2.9%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Forrest E. Crisman, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 63,651

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 63,651

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 63,651

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 2.0%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph R. Whitney, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 66,286

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 66,286

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 66,286

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 2.0%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Glenn Scolnik

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 67,535

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 67,535

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 67,535

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 2.1%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Michael T. Furry

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 193,223

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 193,223

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 193,223

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.4%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard A. Place

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 9.636

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 9,636

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,636

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1.0%

	14.	Type of Reporting Person (See Instructions) IN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Brett R. Meinsen

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 25,386

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 25,386

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 25,386

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1.0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Schedule 13D relates to the Class A Common Stock of Reinhold Industries, Inc., a Delaware corporation (the “Company”). The address of the Company’s principal executive offices is 12827 Imperial Highway, Santa Fe Springs, California 90670.
Item 2.	Identity and Background
This Schedule D is filed on behalf of Massachusetts Mutual Life Insurance Company, a Massachusetts life insurance company (“MMLIC”), MassMutual High Yield Partners II LLC, a Delaware limited liability company (“MMHYP”), MassMutual Corporate Value Partners Limited, a Cayman Islands corporation (“MMCVP”) Babson Capital Management LLC, a Delaware limited liability company (“Babson Capital”), Andrew McNally IV, Forrest E. Crisman, Jr., Ralph R. Whitney, Jr., Glenn Scolnik, Michael T. Furry, Richard A. Place, and Brett A. Meinsen (collectively, the “Reporting Persons”).
The address of MMLIC is 1295 State State Street, Springfield, MA 01111. The address of each of MMHYP and MMCVP is c/o Babson Capital Management LLC, 1500 Main Street, Suite 2200, Springfield, MA 01115. MMLIC is an insurance company. MMHYP and MMCVP are private investment companies.
The executive officers and directors of MMLIC are as follows: See Schedule 1 attached hereto
The manager of MMHYP is: See Schedule 1 attached hereto
The directors of MMCVP are: See Schedule 1 attached hereto
The executive officers and members of the board of managers of Babson Capital are: See Schedule 1 attached hereto.
Mr. McNally’s address is c/o Hammond Kennedy Whitney & Company, Inc., 333 North Michigan Avenue, Suite 2200, Chicago, IL 60601. Mr. McNally is a partner of Hammond Kennedy Whitney & Company, Inc. Mr. McNally is a director of the Company.
Mr. Crisman’s address is 37 Pembroke Hill, Farmington, CT 06032. Mr. Crisman is a partner of Hammond Kennedy Whitney & Company, Inc.
Mr. Whitney’s address is 3441 Highway 34, Wheatland, WY 82201. Mr. Whitney is a partner of Hammond Kennedy Whitney & Company, Inc. Mr. Whitney is a director of the Company.
Mr. Scolnik’s address is c/o Hammond Kennedy Whitney & Company, Inc., 8888 keystone Crossing, Indianapolis, IN 46240. Mr. Scolnik is a partner of Hammond Kennedy Whitney & Company, Inc. Mr. Scolnik is a director of the Company.
Mr. Furry’s address is c/o Reinhold Industries, Inc. 12827 E. Imperial Highway, Santa Fe Springs, CA 90670. Mr. Furry is President, Chief Executive Officer and a director of the Company.
Mr. Place’s address is 4898 Hickory Hill Road, Ann Arbor, MI 48105. Mr. Place is retired. Mr. Place is a director of the Company.
Mr. Meinsen’s address is c/o Reinhold Industries, Inc. 12827 E. Imperial Highway, Santa Fe Springs, CA 90670. Mr. Meinsen is the Treasurer and Secretary of the Company.
Each of the Reporting Persons who is an individual is a citizen of the United States.
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations of similar misdemeanors) or was party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons have entered into the Joint Filing Agreement attached hereto as Exhibit A and incorporated herein by reference, stating that this Schedule 13DF and any amendments to it shall be deemed to be filed by all of the Reporting Persons. Neither the Joint Filing Agreement nor the filing of this Schedule 13D is an admission that the Reporting Persons comprise a “group” within the meaning of Section 13(d)(3) of th3 Securities Exchange Act of 1934 or the regulations thereunder. Each Reporting Person expressly disclaims the existence of a group.
Item 3.	Source and Amount of Funds or Other Consideration
The Reporting Persons and TCG Guardian 2 Limited, a company registered under the laws of England and Wales (“TCG”) entered into the Voting Agreement described in Item 4 (“Voting Agreement”) of this Schedule 13D to facilitate the transactions contemplated by the Share Sale Agreement described in Item 4 of this Schedule 13D. None of the Reporting Persons received any additional consideration from the Company or TCG in connection with the execution and delivery of the Voting Agreement.
Item 4.	Purpose of Transaction
On September 26, 2005, the Company announced that it has entered into a Share Sale Agreement dated as of September 26, 2005 (the “Sale Agreement”) by and between the Company and TCG, an affiliate of The Carlyle Group. Under the terms of the Sale Agreement, the Company will sell its NP Aerospace Limited subsidiary to TCG for £30,000,000 (approximately $53,400,000 at the then current exchange rate).
The purpose of the Reporting Persons entering into the Voting Agreement with respect to all the shares of the Company’s Class A Common Stock owned by them (the “Shares”) is to facilitate the transactions contemplated by the Sale Agreement.
Pursuant to the Voting Agreement, the Reporting Persons agreed to vote the Shares in favor of the Sale Agreement at any special or annual meeting at which the Sale Agreement is submitted to a vote of the Company’s stockholders, or in connection with the solicitation of written consents of the stockholders of the Company with respect to the Sale Agreement.
The foregoing descriptions of the transactions contemplated by the Sale Agreement and the Voting Agreement are qualified in their entirety by reference to the respective agreements. The Sale Agreement is incorporated as Exhibit B to this Schedule 13D by reference to the Company’s Current Report on Form 8-K filed September 27, 2005, and a copy of the Voting Agreement is attached hereto as Exhibit C. The Exhibits to this Schedule 13D are specifically incorporated herein by reference in answer to this Item 4.
Except as set forth in this Schedule 13D, the Voting Agreement and the Sale Agreement, none of the Reporting Persons has any plans or proposals that relate to or result in any of the transactions described in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a, b) The following table sets forth the aggregate number and percentage of Shares beneficially by each of the Reporting Persons. Except as noted below, each Reporting Person has sole voting and investment power with respect to the shares indicated.

Name	Total Shares	Percentage of Outstanding Shares

Massachusetts Mutual Life Insurance Company(1)	1,095,295	33.7	%

MassMutual High Yield Partners II, LLC	460,024	14.1	%

MassMutual Corporate Value Partners Limited	175,246	5.4	%

Andrew McNally IV(2)	93,473	2.9	%

Forrest E. Crisman, Jr.	63,651	2.0	%

Ralph R. Whitney, Jr.	66,286	2.0	%

Glenn Scolnik	67,535	2.1	%

Michael T. Furry	193,223	5.9	%

Richard A. Place	9,636		*

Brett R. Meinsen	25,386		*

*Lees than one percent.

(1) Includes the Shares owned by MMHYP and MMCVP. MMLIC shares voting and investment power with respect to the Shares of MMHYP and MMCVP but disclaims beneficial ownership.

(2) Includes Shares owned by Andrew Management IV, L.P., of which Mr. McNally is general partner and has sole voting and investment power.

(d) N/A

(e) N/A

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
See Item 4 for a description of the Voting Agreement and the Sale Agreement. The description herein of the Voting Agreement and the Sale Agreement, and the matters contemplated thereby is qualified in its entirety by reference to the respective agreements, each of which is filed as an exhibit to this Schedule 13D.
MMLIC, MMHYP, MMCVP and Messrs. McNally, Crisman, Whitney and Scolnik, and certain other persons, filed a statement on Schedule 13D relating to the Company on May 28, 1999, as amended by Amendment No.1. thereto filed September 3, 1999 (the “1999 Schedule”). The 1999 Schedule describes a Stockholders Agreement relating to the Shares that were entered into by the persons filing the 1999 Schedule.
The Stockholders Agreement contains agreements among the parties thereto with respect to the transfer of Shares acquired by the parties to the Stockholders Agreement from the Keene Creditors’ Trust. The Stockholders Agreement provides that, except in certain circumstances set forth in the Stockholders

Agreement, none of the parties to the Stockholders Agreement will sell or otherwise transfer Shares without first offering to sell all the Shares on the same terms to the other parties to the Stockholders Agreement. Except in certain circumstances, each party to the Stockholders Agreement also has an option to participate on a pro rata basis in any sale of Shares by another party to the Stockholders Agreement.
Except as set forth in this Schedule 13D, none of the Reporting Persons nor any of their executive officers, directors, managers or general partners has any contracts, arrangements, understanding or relationships (legal or otherwise) with any other person with respect to any securities of the Company.
Item 7.		Material to Be Filed as Exhibits
	Exhibit A:		Joint Filing Agreement

	Exhibit B:		Share Sale Agreement dated September 26, 2005, between Reinhold Industries, Inc. and TCG Guardian 2 Limited (incorporated by reference to Exhibit 2 to the Current Report on Form 8-K filed by Reinhold Industries, Inc. on September 27, 2005.)

	Exhibit C:		Voting Agreement dated September 26, 2005.

	Exhibit D:		Stockholders Agreement dated May 21, 1999 (incorporated by reference to Exhibit D to the Schedule 13D filed with respect to Reinhold Industries, Inc. on May 28, 1999.

SCHEDULE 1

Massachusetts Mutual Life Insurance Company is a mutual life insurance company organized under the laws of Massachusetts and a registered investment adviser.

MassMutual Corporate Value Partners Limited is a corporation organized under the laws of the Cayman Islands.

MassMutual Corporate Value Limited is a corporation organized under the laws of the Cayman Islands and the owner of the majority of the capital stock of MassMutual Corporate Value Partners Limited.

MassMutual High Yield Partners II LLC is a limited liability company organized under the laws of Delaware.

HYP Management LLC is a limited liability company organized under the laws of Delaware and the manager of MassMutual High Yield Partners II LLC.

Babson Capital Management LLC is a limited liability company organized under the laws of Delaware and a registered investment adviser.

The Class A Common Stock reported hereby for Massachusetts Mutual Life Insurance Company is owned directly by Massachusetts Mutual Life Insurance Company. Babson Capital Management LLC, as Investment Adviser to Massachusetts Mutual Life Insurance Company, may be deemed to be the beneficial owner of all such Class A Common Stock.

The Class A Common Stock reported hereby for MassMutual Corporate Value Partners Limited is owned directly by MassMutual Corporate Value Partners Limited. As a result of Massachusetts Mutual Life Insurance Company’s ownership interest in the capital stock of MassMutual Corporate Value Limited, which is the majority owner of the capital stock of MassMutual Corporate Value Partners Limited, and as a result of Massachusetts Mutual Life Insurance Company’s ownership of shares of MassMutual Corporate Value Partners Limited, Massachusetts Mutual Life Insurance Company may be deemed to be the beneficial owner of all such Class A Common Stock. Babson Capital Management LLC, having been delegated authority from Massachusetts Mutual Life Insurance Company to act as Investment Manager to MassMutual Corporate Value Partners Limited, and as Investment Adviser to Massachusetts Mutual Life Insurance Company, may be deemed to be the beneficial owner of all such Class A Common Stock. MassMutual Corporate Value Limited, as majority owner of the capital stock of MassMutual Corporate Value Partners Limited may be deemed to be the beneficial owner of all such Class A Common Stock.

The Class A Common Stock reported hereby for MassMutual High Yield Partners II LLC is owned directly by MassMutual High Yield Partners II LLC. As a result of Massachusetts Mutual Life Insurance Company’s ownership interest in the capital stock of MassMutual High Yield Partners II LLC, and as a result of Massachusetts Mutual Life Insurance Company’s control of HYP Management LLC (the manager of MassMutual High Yield Partners II LLC), Massachusetts Mutual Life Insurance Company may be deemed to be the beneficial owner of all such Class A Common Stock. HYP Management LLC, as manager of MassMutual High Yield Partners II LLC may be deemed to be the beneficial owner of all such Class A Common Stock.

Each of Babson Capital Management LLC, MassMutual Corporate Value Limited and HYP Management LLC hereby disclaims any beneficial ownership of any Class A Common Stock held by Massachusetts Mutual Life Insurance Company, MassMutual Corporate Value Partners Limited or MassMutual High Yield Partners II LLC.

Each of Massachusetts Mutual Life Insurance Company, MassMutual Corporate Value Partners Limited and MassMutual High Yield Partners II LLC disclaims any beneficial ownership of any of the shares of Class A Common Stock not held directly by it.

NAME	BUSINESS ADDRESS	REPORTING ENTITY POSITION; PRINCIPAL BUSINESS, PRINCIPAL OCCUPATION OR EMPLOYMENT	CITIZENSHIP
Massachusetts Mutual Life Insurance Company	1295 State Street Springfield, MA 01111	Insurance Company	Commonwealth of Massachusetts, U.S.A.
*The following persons are the Executive Officers and Directors of* *Massachusetts Mutual Life Insurance Company* *except as otherwise noted:*
Stuart H. Reese	1295 State Street Springfield, MA 01111	President and Chief Executive Officer, Director	U.S.A.
Roger W. Crandall	1500 Main Street Springfield, MA 01115	Executive Vice President and Chief Investment Officer	U.S.A.
Howard E. Gunton	1295 State Street Springfield, MA 01111	Executive Vice President and Chief Financial Officer	U.S.A.
John V. Murphy	1295 State Street Springfield, MA 01111	Executive Vice President	U.S.A.
Matthew E. Winter	1295 State Street Springfield, MA 01111	Executive Vice President	U.S.A.

Edward M. Kline	1295 State Street Springfield, MA 01111	Corporate Vice President and Treasurer	U.S.A.
Stephen L. Kuhn	1500 Main Stree Springfield, MA 01115	Senior Vice President, Secretary and Deputy General Counsel	U.S.A.
James R. Birle	Village of Golf, Florida	Chairman of the Board of Directors; Chairman, Resolute Partners, LLC (private merchant bank)	U.S.A.
Roger G. Ackerman	Corning, New York	Director; Chief Executive Officer, Retired, Corning Incorporated (manufacturer of specialty materials, communications equipment and consumer products)	U.S.A.
Gene Chao	Vienna, Virginia	Director; Chairman and Chief Executive Officer, National Captioning Institute (presentation graphic services and equipment)	U.S.A.
James H. DeGraffenreidt, Jr.	Washington, D.C.	Director; Chief Executive Officer, WGL Holdings, Inc. (natural gas services)	U.S.A.
Patricia Diaz Dennis	San Antonio, Texas	Director; Senior Vice President and Assistant General Counsel, SBC Telecommunications, Inc. (telecommunications company)	U.S.A.
James L. Dunlap	Houston, Texas	Director; Vice Chairman, Retired, Ocean Energy, Inc.(energy exploration and production)	U.S.A.

William B. Ellis	New Haven, Connecticut	Director; Senior Fellow, Yale University School of Forestry and Environmental Studies; Retired Chairman and Chief Executive Officer, Northeast Utilities	U.S.A.
Robert A. Essner	Madison, New Jersey	Director; Chairman, President and Chief Executive Officer, Wyeth (pharmaceutical and biotechnology company)	U.S.A.
Robert M. Furek	Village of Golf, Florida	Director; President and Chief Executive Officer, Retired, Heublein, Inc.; Partner, Resolute Partners, LLC (private merchant bank)	U.S.A.
Carol A. Leary	Longmeadow, Massachusetts	Director; President, Bay Path College	U.S.A.
William B. Marx, Jr.	Murray Hill, New Jersey	Director; Senior Executive Vice President, Retired, Lucent Technologies (research, communications and networking services company)	U.S.A.
John F. Maypole	Toccoa, Georgia	Director; Managing Partner Peach State Real Estate Holding Company (real estate investment company)	U.S.A.
Marc F. Raciot	Washington, D.C.	Director; Partner Bracewell & Patterson, LLP (law firm) and former Governor of Montana	U.S.A.
MassMutual Corporate Value Partners Limited	c/o Babson Capital Management LLC 1500 Main Street Springfield, MA 01115	Private Investment Company	Cayman Islands

The following persons are the Directors of MassMutual Corporate Value Partners Limited* except as otherwise noted:*
Stuart H. Reese	1295 State Street Springfield, MA 01111	Director	U.S.A.
Clifford M. Noreen	1500 Main Street Springfield, MA 01115	Director	U.S.A.
Roger W. Crandall	1500 Main Street Springfield, MA 01115	Director	U.S.A.
David J. Lubar	Milwaukee, Wisconsin	Director; President and Partner, Lubar and Company	U.S.A.
Bjorn Carlson	Stockholm, Sweden	Director; Principal, Nordic Fund	Sweden
Ken Taratus	Atlanta, Goergia	Director; Managing Director, Jeffries & Company, Inc.	U.S.A.
MassMutual Corporate Value Limited	c/o Babson Capital Management LLC 1500 Main Street Springfield, MA 01115	Private Investment Company	Cayman Islands
The following persons are the Directors of MassMutual Corporate Value Limited* except as otherwise noted:*
Stuart H. Reese	1295 State Street Springfield, MA 01111	Director	U.S.A.
Clifford M. Noreen	1500 Main Street Springfield, MA 01115	Director	U.S.A.
Roger W. Crandall	1500 Main Street Springfield, MA 01115	Director	U.S.A.
David J. Lubar	Milwaukee, Wisconsin	Director; President and Partner, Lubar and Company	U.S.A.
Bjorn Carlson	Stockholm, Sweden	Director; Principal, Nordic Fund	Sweden
Ken Taratus	Atlanta, Goergia	Director; Managing Director, Jeffries & Company, Inc.	U.S.A.
MassMutual High Yield Partners II LLC	c/o Babson Capital Management LLC 1500 Main Street Springfield, MA 01115	Private Investment Company	Delaware, U.S.A.

The following person is the manager of MassMutual High Yield Partners II LLC:
HYP Management LLC	c/o Babson Capital Management LLC 1500 Main Street Springfield, MA 01115	Private Investment Company	Delaware, U.S.A.
The following persons are the Executive Officers and Directors of HYP Management LLC:
Roger W. Crandall	1500 Main Street Springfield, MA 01115	President and Director	U.S.A.
Clifford M. Noreen	1500 Main Street Springfield, MA 01115	Senior Vice President	U.S.A.
James M. Roy	1500 Main Street Springfield, MA 01115	Vice President, Chief Financial Officer and Director	U.S.A.
Stephen L. Kuhn	1500 Main Street Springfield, MA 01115	Senior Vice President and Assistant Secretary	U.S.A.
Rodney J. Dillman	1500 Main Street Springfield, MA 01115	Vice President, Assistant Secretary and Director	U.S.A.
Edward M. Kline	1500 Main Street Springfield, MA 01115	Vice President and Treasurer	U.S.A.
Sally Fortier Murphy	1500 Main Street Springfield, MA 01115	Secretary	U.S.A.
Babson Capital Management LLC	1500 Main Street, Suite 2200 Springfield, MA 01115	Registered Investment Adviser	Delaware, U.S.A.
The following persons are the Executive Officers and Members of the Board of Managers of Babson Capital Management LLC:
Roger W. Crandall	1500 Main Street Springfield, MA 01115	Chairman and Manager	U.S.A.
William F. Glavin, Jr.	1500 Main Street Springfield, MA 01115	President, Chief Executive Officer and Manager	U.S.A.
David J. Brennan	c/o Babson Capital Europe Limited Almack House 28 King Street London SW1Y 6XA United Kingdom	Vice Chairman and Manager	United Kingdom

James E. Masur	1500 Main Street Springfield, MA 01115	Chief Financial Officer and Managing Director	U.S.A.
Jan F. Jumet	Independence Wharf 470 Atlantic Avenue Boston, MA 02210	Chief Compliance Officer and Managing Director	U.S.A.
DeAnne Dupont	Independence Wharf 470 Atlantic Avenue Boston, MA 02210	Treasurer, Controller and Managing Director	U.S.A.
Bernadette Clegg	Independence Wharf 470 Atlantic Avenue Boston, MA 02210	Assistant Treasurer and Managing Director	U.S.A.
Stephen L. Kuhn	1500 Main Street Springfield, MA 01115	General Counsel and Secretary	U.S.A.
Rodney J. Dillman	1500 Main Street Springfield, MA 01115	Deputy General Counsel and Assistant Secretary	U.S.A.
John E. Deitelbaum	1500 Main Street Springfield, MA 01115	Counsel and Assistant Secretary	U.S.A.
John A. Anderson III	1500 Main Street Springfield, MA 01115	Counsel and Assistant Secretary	U.S.A.
Deborah L. Gatto	Independence Wharf 470 Atlantic Avenue Boston, MA 02210	Assistant Treasurer	U.S.A.
Robert Liguori	1295 State Street Springfield, MA 01111	Manager	U.S.A.
Kevin M. McClintock	Independence Wharf 470 Atlantic Avenue Boston, MA 02210	Manager	U.S.A.
Michael T. Rollings	1295 State Street Springfield, MA 01111	Manager	U.S.A.

SIGNATURE

Dated October 6, 2005	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	By: Babson Capital Management LLC, its Investment Adviser
	By:	/s/ Robert D. Erwin
	Printed:			Robert D. Erwin
	Title:		Managing Director

	MASSMUTUAL HIGH YIELD PARTNERS II LLC
	By:	HYP Management LLC, its Managing Member
	By:	/s/ Robert D. Erwin
	Printed:			Robert D. Erwin
	Title:		Vice President

	MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED
	By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
	By:	/s/ Robert D. Erwin
	Printed:			Robert D. Erwin
	Title:		Managing Director


	/s/ Andrew McNally IV
	Andrew McNally IV


	/s/ Forrest E. Crisman, Jr.
	Forrest E. Crisman, Jr.


	/s/ Ralph R. Whitney, Jr.
	Ralph R. Whitney, Jr.


	/s/ Glenn Scolnik
	Glenn Scolnik


	/s/ Michael T. Furry
	Michael T. Furry


	/s/ Richard A. Place
	Richard A. Place


	/s/ Brett R. Meinsen
	Brett R. Meinsen

EX-99.A 2 a05-17289_1ex99da.htm EX-99.A

Exhibit 99.A

JOINT FILING AGREEMENT

We, the signatories of the statement on Schedule 13D to which this joint filing agreement is attached, hereby agree that such statement is, and any amendments filed by any of us will be, filed on behalf of each of us.

Dated: October 6, 2005

STOCKHOLDERS:	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	By: Babson Capital Management LLC, its Investment Adviser

	By:	/s/ Robert D. Erwin
	Printed:				Robert D. Erwin
	Title:		Managing Director

	MASSMUTUAL HIGH YIELD PARTNERS II LLC
	By:	HYP Management LLC, its Managing Member
	By:	/s/ Robert D. Erwin
	Printed:				Robert D. Erwin
	Title:		Vice President

	MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED
	By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager

	By:	/s/ Robert D. Erwin
	Printed:				Robert D. Erwin
	Title:			Managing Director


	/s/ Andrew McNally IV
	Andrew McNally IV


	/s/ Forrest E. Crisman, Jr.
	Forrest E. Crisman, Jr.


	/s/ Ralph R. Whitney, Jr.
	Ralph R. Whitney, Jr.

	/s/ Glenn Scolnik
	Glenn Scolnik


	/s/ Michael T. Furry
	Michael T. Furry


	/s/ Richard A. Place
	Richard A. Place


	/s/ Brett R. Meinsen
	Brett R. Meinsen

EX-99.C 3 a05-17289_1ex99dc.htm EX-99.C

Exhibit 99.C

VOTING AGREEMENT

VOTING AGREEMENT dated as of September 26, 2005 by and among the stockholders of Reinhold Industries, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each a “Stockholder”, and, collectively, the “Stockholders”) and TCG Guardian 2 Limited, a company incorporated and registered in England and Wales (“Acquiror”).

WHEREAS, the Company and Acquiror are considering the execution of a Share Sale Agreement (the “Agreement”) contemplating the acquisition of NP Aerospace Limited, a wholly owned subsidiary of the Company, by Acquiror (the “Acquisition”); and

WHEREAS, each Stockholder will receive substantial direct and indirect benefit from the consummation of the Acquisition and the other transactions contemplated by the Agreement; and

WHEREAS, voting agreements among the stockholders of a Delaware corporation are authorized under Section 218(c) of the Delaware General Corporation Law.

NOW, THEREFORE, in consideration of the substantial cost and expense that Acquiror will incur in connection with the transactions contemplated by the Agreement, and other good and valuable consideration the sufficiency of which is hereby acknowledged, and in order to induce Acquiror to execute the Agreement and to proceed to incur such expenses, the parties hereto hereby agree and undertake as follows:

SECTION 1. TRANSFER AND VOTING AGREEMENTS

Each Stockholder hereby covenants and agrees with the Acquiror and each other Stockholder as follows:

1.1 Such Stockholder shall not, directly or indirectly, (a) sell, transfer or otherwise dispose of or encumber prior to the closing of the Acquisition any or all of such Stockholder’s shares of the common stock of the Company (the “Shares”) or any rights relating to such Shares, (b) enter into any contract, option or other agreement or undertaking with respect to any such sale, transfer, disposition or encumbrance or (c) deposit any of such Stockholder’s Shares into a voting trust or enter into a voting agreement or arrangement with respect to any Shares beneficially owned by such Stockholder or grant any proxy with respect thereto, other than to the proxies appointed by the Board of Directors of the Company for the purpose of voting to approve the Agreement and Acquisition.

1.2 Such Stockholder shall vote or cause to be voted all of such Stockholder’s Shares, whether such Shares are beneficially owned by such Stockholder on the date of this Voting Agreement or are subsequently acquired, for the approval of the Agreement and the Acquisition at any meeting of the Company’s stockholders, or any adjournment thereof, considering the approval of the Agreement and the Acquisition, regardless of how such meeting is called and whether such meeting is a special or annual meeting of the Company’s stockholders.

1.3 Such Stockholder acknowledges and agrees that Acquiror is relying upon the representations and warranties and covenants of such Stockholder and each other Stockholder as a material inducement to enter into the Agreement and for Acquiror to incur substantial costs and expenses in connection with the Acquisition and the other transactions contemplated by the Agreement. Such Stockholder acknowledges and agrees that any remedy at law for breach of any provisions hereof shall be inadequate and that, in addition to any other relief which may be available, and party hereto, its successors and assigns shall be entitled to temporary and permanent injunctive relief without having to prove actual damages.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

2.1 Making of Representations and Warranties. As a material inducement to Acquiror to enter into this Voting Agreement and consummate the transactions contemplated hereby, each Stockholder hereby severally makes to Acquiror, solely with respect to such Stockholder’s own Shares and to such Stockholder, the representations and warranties contained in this Section 2.

2.2 Organization and Corporate Power. If such Stockholder is an insurance company, such Stockholder is an insurance company duly organized and validly existing under the laws of the Commonwealth of Massachusetts. If such Stockholder is a limited liability company, such Stockholder is a limited liability company duly organized and validly existing under the laws of the State of Delaware. If such Stockholder is a limited partnership, such Stockholder is a limited partnership under the laws of the Cayman Islands. Such Stockholder has all required power and authority to enter into this Voting Agreement and to carry out the transactions contemplated hereby. Such Stockholder is not in violation of (a) any term of its governing instrument or agreement, or (b) any term of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to such Stockholder or to which such Stockholder is a party.

2.3 Ownership of Shares. Such Stockholder has the sole power to vote or direct the voting of the number of Shares set forth opposite such Stockholder’s name under the column “Total Shares” on Schedule A, on all matters requiring stockholder action, whether at any meeting of the Company’s stockholders or by written consent solicited by the Board of Directors of the Company. Such Shares are free and clear of any and all liens, encumbrances, charges, claims, voting trusts or agreements (other than those arising hereunder).

2.4 Authority of Stockholder. Such Stockholder has full right, authority, power and capacity to enter into this Voting Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Stockholder pursuant to this Voting Agreement and to carry out the transactions contemplated hereby and thereby. This Voting Agreement and each agreement, document and instrument executed and delivered by such Stockholder pursuant to this Voting Agreement constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules and laws governing specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance of this Voting Agreement and each such agreement, document and instrument: (i) does not and will not violate any laws of the United States or any state or other jurisdiction of the United States or any other country applicable to such Stockholder, or require such Stockholder to obtain any approval, consent or waiver from, or make any filing with, any

person or entity (governmental or otherwise) that has not been obtained or made; and (ii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Company, any of its subsidiaries or such Stockholder is a party or by which the property of such Stockholder is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any assets of the Company or any of its subsidiaries or of such Stockholder, or on any Shares owned by such Stockholder.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF ACQUIROR

3.1 Making of Representations and Warranties. As a material inducement to the Stockholders to enter into this Voting Agreement and consummate the transactions contemplated hereby, Acquiror hereby makes to the Stockholders the representations and warranties contained in this Section 3.

3.2 Organization and Corporate Power. Acquiror is a corporation duly organized and validly existing under the laws of England and Wales. Acquiror has all required corporate power and authority to enter into this Voting Agreement and to carry out the transactions contemplated hereby. Acquiror is not in violation of (a) any term of its articles of association or (b) any term of any agreement, instrument, judgment, decree, order, statute, rule or government regulation applicable to Acquiror or to which Acquiror is a party.

3.3 Authorization and Non-Contravention. This Voting Agreement is a valid and binding obligation of Acquiror, enforceable in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules and laws governing specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance of this Voting Agreement has been duly authorized by all necessary corporate or other action of Acquiror. The execution of this Voting Agreement and the performance of any transaction contemplated hereby will not: (i) violate, conflict with or result in a default under any contract or obligation to which Acquiror is a party or by which it or its assets are bound, or any provision of Acquiror’s articles of association; (ii) violate, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to Acquiror; (iii) require Acquiror to provide or obtain any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which Acquiror is a party or by which Acquiror is bound.

SECTION 4. TERMINATION

This Voting Agreement shall automatically terminate upon the earlier of (i) the favorable vote of the Company’s stockholders with respect to the approval of the Agreement and the Acquisition, (ii) the termination of the Agreement in accordance with its terms or (iii) the Completion Date.

SECTION 5. MISCELLANEOUS

5.1 Notices. All notices hereunder shall be effective if in writing and if delivered as follows:

(a)	If to Acquiror, to:	David FitzGerald/Chris Hodges/John Woyton
		THE CARLYLE GROUP
		Lansdowne House
		57 Berkeley Square
		London
		W1J 6ER
		United Kingdom

	With a copy to:	Mike Bond
		Latham & Watkins
		99 Bishopsgate
		London
		EC2M 3XF
		United Kingdom
		Ref: 017637-0567

(b) If to any Stockholder:

to the address for that Stockholder set forth on Schedule A.

or to such other address as may have been designated in a prior notice. Notices may be sent by (i) overnight courier, (ii) facsimile transmission, or (iii) registered or certified mail, postage prepaid, return receipt requested, and shall be deemed to have been given (x) in the case of overnight courier, the next business day after the date sent, (y) in the case of facsimile transmission on the date of such transmission, and (z) in the case of mailing, three business days after being mailed, and otherwise notices shall be deemed to have been given when received by the person to whom the notice is addressed.

5.2 Binding Effect. Except as may be otherwise provided herein, this Voting Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise provided in this Voting Agreement, nothing in this Voting Agreement is intended or shall be construed to confer on any person other than the Stockholders and Acquiror any rights or benefits hereunder.

5.3 Counterparts. This Voting Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document. Any facsimile transmission of a signed counterpart shall be deemed to be an

original counterpart and any signature appearing thereon shall be deemed to be an original signature.

5.4 Governing Law. This Voting Agreement shall be governed by and construed under Delaware law, without regard to conflict of laws principles.

5.5 Waivers. Compliance with the provisions of this Voting Agreement may be waived only by a written instrument specifically referring to this Voting Agreement and signed by the party waiving compliance. No course of dealing, nor any failure or delay in exercising any right, shall be construed as a waiver, and no single or partial exercise of a right shall preclude any other or further exercise of that or any other right.

5.6 Modification. No supplement, modification or amendment of this Voting Agreement shall be binding unless made in a written instrument which specifically refers to this Voting Agreement and is signed by Acquiror and the Stockholders.

5.7 Entire Agreement. This Voting Agreement and the agreements and documents referred to in this Voting Agreement or delivered hereunder are the exclusive statement of the agreement among the parties concerning the subject matter hereof and supersede all prior agreements. All negotiations, disclosures, discussions and investigations relating to the subject matter of this Voting Agreement are merged into this Voting Agreement, and there are no representations, warranties, covenants, understandings, or agreements, oral or otherwise, relating to the subject matter of this Voting Agreement, other than those included herein.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF the parties hereto have executed this Voting Agreement or caused this Voting Agreement to be executed as of the date set forth above by their duly authorized representatives.

STOCKHOLDERS:	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	By: Babson Capital Management LLC, its Investment Adviser

	By:	/s/ Robert D. Erwin
	Printed:				Robert D. Erwin
	Title:		Managing Director

	MASSMUTUAL HIGH YIELD PARTNERS II, LLC

	By:	HYP Management LLC, its Managing Member
	By:	/s/ Robert D. Erwin
	Printed:				Robert D. Erwin
	Title:		Vice President

	MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED

	By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager

	By:	/s/ Robert D. Erwin
	Printed:				Robert D. Erwin
	Title:			Managing Director


	/s/ Andrew McNally IV
	Andrew McNally IV


	/s/ Forrest E. Crisman, Jr.
	Forrest E. Crisman, Jr.


	/s/ Ralph R. Whitney, Jr.
	Ralph R. Whitney, Jr.


	/s/ Glenn Scolnik
	Glenn Scolnik

	/s/ Michael T. Furry
	Michael T. Furry


	/s/ Richard A. Place
	Richard A. Place


	/s/ Brett R. Meinsen
	Brett R. Meinsen

ACQUIROR:	TCG GUARDIAN 2 LIMITED

	By:
	Printed:
	Title:

SCHEDULE A

STOCKHOLDERS

Name and Address of Stockholder		Total Shares

Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 2200 Springfield, MA 01115 Attn: Robert D. Erwin		460,025

MassMutual High Yield Partners II, LLC c/o Babson Capital Management LLC 1500 Main Street, Suite 2200 Springfield, MA 01115 Attn: Robert D. Erwin		460,024

MassMutual Corporate Value Partners Limited c/o Babson Capital Management LLC 1500 Main Street, Suite 2200 Springfield, MA 01115 Attn: Robert D. Erwin		175,246

Andrew McNally IV Hammond, Kennedy, Whitney & Company, Inc. 333 North Michigan Avenue, Suite 2200 Chicago, IL 60601		93,473

Forrest E. Crisman, Jr. 37 Pembroke Hill Farmington, CT 06032		63,651

Ralph R. Whitney, Jr. 3441 Highway 34 Wheatland, WY 82201		66,286

Glenn Scolnik Hammond, Kennedy, Whitney & Company, Inc. 8888 Keystone Crossing, Suite 600 Indianapolis, IN 46240		67,535

Michael T. Furry Reinhold Industries, Inc. 12827 E. Imperial Highway Santa Fe Springs, CA 90670-4713		193,223

Richard A. Place 4898 Hickory Hill Road Ann Arbor, MI 48105-9744		9,636

Brett R. Meinsen Reinhold Industries, Inc. 12827 E. Imperial Highway Santa Fe Springs, CA 90670-4713		25,386

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. )*