AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

Exhibit 10.i

AMENDED AND RESTATED
SHAREHOLDERS’ AGREEMENT

BETWEEN

RHJ INTERNATIONAL SA

ASAHI TEC CORPORATION

and

The PRINCIPAL COMPANY SHAREHOLDERS Listed on Schedule I hereto

Dated as of November 21, 2006

TABLE OF CONTENTS

 2

     AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of November 27, 2006, amoag the Persons listed on Schedule I hereto, RHJ International SA, a societe anonyms organized under the laws of Belgium, and Asahi Tec Corporation, a Japanese corporation (“Argon’’ or the “Company”).

          WHEREAS, Argon, RHJI and the Principal Company Shareholders entered into a Shareholders’ Agreement dated as August 31, 2006 (the “Original Agreement”), and wish to amend and restate the Original Agreement as set forth herein:

          WHEREAS, Argon, Argon Acquisition Corp., a Delaware corporation (“Acquisition Sub”) and a wholly owned subsidiary of Argon, and Metaldyne Corporation, a Delaware corporation, have entered into an amended and restated Agreement and Plan of Merger dated as of the date hereof (as such agreement may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), whereby (i) Acquisition Sub will merge (the “Merger”) with and into Mercury, (ii) Mercury will become a wholly owned subsidiary of Argon and (iii) each issued share of Mercury common stock not owned by Argon, Acquisition Sub or Mercury shall be converted into the right to receive the applicable Merger Consideration (as defined in the Merger Agreement) set forth in Section 2.0 l(c) of the Merger Agreement;

          WHEREAS, Argon and the Principal Company Shareholders have entered into an amended and restated stock purchase agreement (the “ Parent Stock Purchase Agreement”) dated as of the date hereof whereby the Principal Company Shareholders will acquire an aggregate of 36,017,697 newly issued Shares concurrently with the consummation of the Merger;

          WHEREAS, the Company and HIP, as the holder of the Series B Mercury Preferred Stock (the “Mercury Preferred Stock”), have entered into an amended and restated agreement (the *’HIP_Stock Purchase Agreement ” and, together with the Parent Stock Purchase Agreement, the “ Stock Purchase Agreements”) dated as of the date of this Agreement, whereby HIP shall acquire for cash (1) 9,490,893 newly issued Shares in exchange for the Merger Consideration (as defined in the Merger Agreement) received by HIP as consideration for such Mercury Preferred Stock and (ii) 8,534,345 newly issued Shares in exchange for $15 million;

          WHEREAS, RHJI and the Principal Company Shareholders wish to agree upon certain matters with respect to Argon.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and intending to be legally bound hereby, RHJI and the Principal Company Shareholders hereby agree as follows:

          1. Definitions When used herein, the following terms have the following meanings:

          “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “ Agreement ” means this Agreement, as amended or restated from time to time.

          “ Argon ” has the meaning set forth in the preamble to this Agreement.

          “ Articles ” means the articles of incorporation of Argon, as amended or restated from time to time.

          “ Board of Directors ” has the meaning set forth in Section 2 of this Agreement.

          “ Business Day ” means any day other than a Saturday or Sunday, on which banks located in Tokyo or New York are not required or authorized by law to remain closed.

          “ Closing Date ” means the date of consummation of the transactions described in the Stock Purchase Agreements.

          “ Company ” has the meaning set forth in the preamble to this Agreement.

          “ CSFB ” means Credit Suisse First Boston Equity Partners, L.P., Credit Suisse First Boston Equity Partners (Bermuda), L.P., Credit Suisse First Boston U.S. Executive Advisors, L.P., EMA Partners Fund 2000, L.P., EMA Private Equity Fund 2000, L.P., and its Permitted Transferees.

          “ Deferral Period ” has the meaning set forth in Section 6(e) of this Agreement.

          “ Demand Notice ” has the meaning set forth in Section 6(a) of this Agreement.

          “Demand Offering” has the meaning set forth in Section 6(a) of this Agreement.

          “ Demand Offering Expenses ” means all expenses incident to the Company’s performance of or compliance with Section 6, including all fees and expenses of compliance by the Company with securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for Argon and of the independent certified public accountants of Argon (including the expenses of any annual audit, special audit and “cold comfort” letters required by or incident to such performance and compliance), the reasonable fees and expenses of any special experts retained by Argon in connection with such registration, and fees and expenses of other Persons retained by Argon (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of Shares by holders of such Shares or any expenses incurred by the Principal Company Shareholders).

          “ Designator ” has the meaning set forth in Section 2(a){i) of this Agreement.

          “ Director ” has the meaning set forth in Section 2 of this Agreement.

          “ HIP ” means HIP means Heartland Industrial Partners, L.P., HIP Side-By-Side Partners, L.P., Heartland Industrial Partners (FF), L.P., Heartland Industrial Partners (C1), L.P, Metaldyne Investment Fund I, LLC and Metaldyne Investment Fund II, LLC and each of their respective Permitted Transferees.

          “ Inspector ” has the meaning set forth in Section 6(c)(iii).

          “ Institutional Offering ” means one private placement by Argon to institutional investors (with gross proceeds in an aggregate amount of at least $50,000,000) of capital shares of Argon or any successor in interest of Argon after the Closing Date, other than the Offering.

          “ Lead Principal Company Shareholder ” means HIP until the date upon which HIP ceases to own any Shares and thereafter, the Principal Company Shareholder that, together with its Affiliates, owns in the aggregate the largest number of Shares.

          “ Offering ” means the first primary public offering by Argon (with gross proceeds in an aggregate amount of at least $75,000,000) of capital shares of Argon or any successor in interest of Argon after the Closing Date, other than tie Institutional Offering.

          “ Permitted Transferee ” means, (i) with respect to RHJI, any Affiliate of RHJI, (ii) with respect to each Principal Company Shareholder, any Affiliate of such Principal Company Shareholder and (iii) with respect to any Principal Company Shareholder that is a natural Person, the estate or administrators of such Person to whom powers over such Person’s properties pass upon death or incapacity, and the testamentary or intestate beneficiaries of such Person under applicable estate laws.

          “ Person ” means any individual, corporation, partnership, trust, association, limited liability company, limited company, joint venture, joint-stock company or any other entity or organization, including a government or governmental agency.

          “ Principal Company Shareholders ” means the Persons listed on Schedule I hereto and any of their Permitted Transferees to which a Principal Company Shareholder has Transferred Shares in accordance with Section 4.

          “ Receiving Party ” has the meaning set forth in Section 24.

          “ Records ” has the meaning set forth in Section 6(c)(iii).

          “Restricted Period” has the meaning set forth in Section 4(b).

          “RHJI” means RHJ International SA and its Permitted Transferees.

          “ SEL ” means the Japanese Securities and Exchange Law (Law No. 25 of 1948, as amended)

          “ Shareholder ” means any of the Principal Company Shareholders or RHJ.

          “Shares” means the common shares of Argon.

          “ Specified Shares ” means Shares acquired by a Principal Company Shareholder pursuanno a Stock Purchase Agreement and any such Shares Transferred by a Principal Company Shareholder to a Permitted Transferee so long as such Transfer complied with Section 4.

          “ Subsidiary ” means any Person (i) in which Argon, one or more Subsidiaries of Argon and one or more Subsidiaries owns capitai stock representing 50% or more of the capital stock of such Person or (ii) of which Argon or a Subsidiary of Argon is the general partner, manager or managing member or holds a similar management position,

          “ Transfer ” means any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition of Shares, including any direct or indirect transfer, sale, conveyance, assignment, gift, pledge or other disposition, whether voluntary or by operation of law (including any disposition by means of a merger, consolidation or similar transaction), of the stock, partnership interests, membership interests or any other ownership interests in Argon or any entity that is a direct or indirect beneficial or record owner of any Shares, or any other transaction that has the economic effect of Transferring Shares; provided that neither (i) the Transfer of bona fide publicly traded shares of any holder of Shares (or of the ultimate parent company of any holder of Shares) nor (ii) the bona fide Transfer by a limited partner of its limited partnership interests in Heartland Industrial Partners, L.P., HIP Side-By-Side Partners, L.P., Heartland Industrial Partners (FF), L.P., Heartland Industrial Partners (C l), L.P., Credit Suisse First Boston Equity Partners, L.P., Credit Suisse First Boston Equity Partners (Bermuda), L.P., Credit Suisse First Boston Fund Investments VI Holdings, LLC, Credit Suisse First Boston Fund Investments VI-B (Bermuda), L.P., Credit Suisse First Boston U.S. Executive Advisors, L.P., Masco Corporation, Richard and Jane Manoogian Foundation, First Union Capital Partners, LLC, BancBoston Capital Inc., Metropolitan Life Insurance Company, Equity Asset Investment Trust, Annex Holdings I LP Annex

Capital Farmers LLC, LongPoint Capita] Fund L.P., LongPoint Capital Partners LLC., EMA Partners Fund 2000, L.P., EMA Private Equity Fund 2000, L.P., 75 Wall Street Associates LLC, Graham Partners Investments, L.P., Graham Partners Investments (A), L.P., Graham Partners Investments (B), L.P., Private Equity Portfolio Fund II, LLC, CRM 1999 Enterprise Fund, LLC and DairoterChryster AG shall be a Transfer for the purposes of this Agreement,

          “ Transferee ” means the transferee in a Transfer.

          “ Transferor ” means the transferor in a Transfer.

          “ TSE ” means the Tokyo Stock Exchange.

          2. Board of Directors.

          The Shareholders have agreed to exercise their voting rights with respect to the board of directors (the “Board of Directors” and each director thereof, a “Director”) in accordance with the provisions of this Section 2, which they consider to be in the best interests of Argon.

                         (a) RHJI, HIP and CSFB (each a “Designator” for the purposes of this Section 2), each shall be entitled la propose to nominate the following number of Directors:

               (i) for so long as the Principal Company Shareholders collectively own at least 10% or more of the outstanding number of Shares, HIP and CSFB each shall have the right to nominate one (1) Director;

               (ii) for so long as the Principal Company Shareholders collectively own at least 5% but less than 10% of the outstanding number of Shares, HIP shall have the right to nominate one (1) Director; and

               (iii) RHJI shall have the right to nominate all other Directors nominated by the Shareholders;

which Directors in each case shall be proposed for appointment or removal, as applicable, at an annual or special meeting of the shareholders of Argon (and its nomination committee meeting to be held prior to such meeting of shareholders) promptly following the proposal of the applicable Designator.

                         (b) If a Designator wishes to propose, in accordance with its rights pursuant to Section 2(a) above, that any Person shall be appointed a Director, it shall submit a letter to the other Shareholders setting out such proposal. Each other Shareholders shall (A) cause any member of the nomination committee of Argon who is a Director nominated by such Shareholder to vote in favor of such nomination of the proposed Person as a Director and (B)(x) if any annual or special meeting of the shareholders of

Argon is held, appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum, and vote or (y) act by written consent with respect to (or cause to be voted or acted upon by written consent) all its Shares in favor of such appointment.

                         (c) If a Designator wishes to remove a Director appointed following its proposal from the Board of Directors, it shall submit a letter to the other Shareholders proposing that such Director shall be removed. Each other Shareholders shall (A) cause any member of the nomination committee of Argon who is a Director nominated by such Shareholder to vote in favor of such removal and (B)(x) if any annual or special meeting of the shareholders of Argon is held, appear at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum, and vote or (y) act by written consent with respect to (or cause to be voted or acted upon by written consent) all its Shares in favor of such removal. Subject to Sections 2(d) and 2(e) below, the Shareholders shall not vote in favor of the removal of a Director, unless the Designator who proposed such Director votes in favor of the removal.

                         (d) If a Director ceases to be a Director for whatever cause (including resignation or removal), the Designator upon the proposal of which the relevant Director had been appointed shall be entitled to propose the appointment of a new Director in accordance with, and subject to the provisions of, this Section 2, so long as such Designator continues to be entitled to propose the appointment of such Director under Section 2(a),

                         (e) The Company has duly called, given notice of, convened and held on November 16, 2006, a Company Stockholders Meeting (as defined in the Merger Agreement) and has elected as directors to the Company Board the persons designated by HIP and CSFB, each of which are effective only so long as the Closing occurs on or prior to January 16, 2007. Subject to the other provisions of this Section 2 , in the event that the Closing Date does not occur on or prior to January 16, 2007, each of the Shareholders undertakes to vote all shares then held by it in favor of the appointment of the Person nominated by HIP and the Person nominated by CSFB, in each case nominated promptly following January- 16, 2007, as Directors at a Company Stockholders Meeting to be held as soon as practicable following such date; provided that the appointment of such Persons shall not become effective until the consummation of the transactions described in the Stock Purchase Agreement. The Shareholders undertake to use commercially reasonable efforts to procure that, until replaced or removed in accordance with this Section 2, such Persons shall be the Directors designated HIP and CSFB,

                         (f) For so long as either of HIP or CSFB has the right to propose to nominate a Director pursuant to Section 2(a) above, and subject to applicable law (including the rules and regulations of the TSE), it shall have the right to appoint one Director to each committee of or under the Board of Directors, including the audit, nomination and compensation committees thereof.

Any Director designated by either of HIP or CSFB shall be promptly reimbursed for all costs and expenses, including travel and lodging expenses, incurred by such Director for attending Board of Directors and committee meetings,

                         (g) A Designator may irrevocably waive at any time its rights under this Section 2 by providing written notice of such waiver to the other Designators.

          3. Proxy. In order to secure RHJI’s rights to vole the Shares of the Principal Company Shareholders, for so long as this Agreement shall remain in full force and effect, each Principal Company Shareholder hereby appoints RHJI, as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Shares owned by such Principal Company Shareholder solely for the purpose of electing Directors pursuant to the provisions of Section 2 of the Agreement, and in any event, subject to, and consistent with, the provisions of Section 2 of the Agreement, it being understood that such proxy extends only to the election of Directors pursuant to the provisions of Section 2 of the Agreement and in no event shall such proxy extend to any other matter that may be acted upon at any annual or special meeting of the shareholders of Argon. RHJI may exercise the irrevocable proxy granted to it hereunder at any time and from time to time. The proxies and powers granted by each Principal Company Shareholder pursuant to this Section 3 are coupled with an interest and are given to secure the performance of the obligations of the Principal Company Shareholders under Section 2 of this Agreement. Such proxies and powers given by any Principal Company Shareholder will be irrevocable until the earliest of (i) the termination of this Agreement and (ii) the sale of the Shares by such Principal Company Shareholder in compliance with this Agreement (other than to a Permitted Transferee).

          4. Transfers.

                         (a) Generally. A Principal Company Shareholder may Transfer all or any portion of its Shares so long as (i) such Transfer is not restricted by Section 4(b), (ii) if such Transfer is during a Restricted Period only, the Transferor gives Argon and RHJI not less than ten (10) Business Days prior notice of such Transfer, and if such Transfer is not during a Restricted Period, the Transferor gives Argon and RHJI notice of such Transfer reasonably promptly after such Transfer, (iii) the Transferee, if it is a Permitted Transferee of the Transferor, executes and delivers to RHJI a counterpart of the signature page of this Agreement (or other appropriate assumption agreement) and any other agreements, documents or instruments as RHJI may reasonably require and (iv) the Transfer complies with applicable securities laws (including rules of the stock exchange on which any shares of Argon are listed). Any Transfer made in violation of this Section 4 shall be null and void.

                         (b) Transfer Restrictions, (i) During the period from the Closing Date until the consummation of the Institutional Offering (the “Initial Restricted Period”), a Principal Company Shareholder may not Transfer any Shares except with the written consent of RHJI provided that the transfer restriction imposed by this Section (4)(b)(i) shall expire if the Institutional

Offering has not been consummated within 90 days following the Closing Date. For the avoidance of doubt, the Initial Restricted Period shall not extend beyond the 90 ^th day from the Closing Date.

               (ii) If required by the underwriters of the Institutional Offering or the Offering, and for so long as the Principal Company Shareholders collectively own at least 5% or more of the outstanding Shares (or 10% or more of the Shares if both HIP and CSFB have irrevocably waived their right to nominate Directors pursuant to Section 2(g)), a Principal Company Shareholder may not transfer any Shares for a period (an “ Offering Restricted Period ” and, together with the Initial Restricted Period, each, a “Restricted Period”) of 180 days after the closing of each of (a) the Institutional Offering and (b) the Offering (or for such shorter lock-up period as the underwriters of the Institutional Offering or the Offering, as applicable, require of RHJI or the Principal Company Shareholders); provided that no Restricted Period shall extend beyond 24 months from the Closing Date.

               (iii) Each Shareholder shall have the right to Transfer at any time, all or any portion of its Shares to its Permitted Transferees without the prior consent of any other Shareholder and without having such Transfer subject to Section 4(b){i) or 4(b)(ii); provided such Transfers otherwise still shall be subject to Section 4(a).

                         (c) For the avoidance of doubt, nothing in this Agreement shall restrict an Affiliate of a Principal Company Shareholder from making a market in securities of Argon or from otherwise trading in securities of Argon; provided that (i) such Affiliate is an entity that is itself not a Principal Company Shareholder and (ii) such Principal Company Shareholder has in place “Chinese wall” policies and procedures reasonably adequate to ensure that any such market making or trading by any such Affiliate shall not be effected in connection with or in coordination with a Principal Company Shareholder or the trading of any Shares held by a Principal Company Shareholder.

                         (d) If a Transferor has Transferred all its Shares pursuant to this Section 4, immediately following such Transfer, such Transferor shall cease to be a party to this Agreement.

                         (e) RHJI and the Principal Company Shareholders each shall notify Argon promptly of any acquisition or Transfer of Shares by it or any of its Affiliates and Argon shall notify the other parties to this Agreement promptly of such acquisition or Transfer, in each case with information with respect thereto sufficient to permit the parties to this Agreement to determine the aggregate number of Shares held by each party hereto and its respective Affiliates in order to comply with their respective reporting and filing requirements regarding share ownership under Japanese law and the rules and regulations of the TSE,

          5. Offering.

          (a) The Board of Directors shall determine the timing, scope and other terms and conditions of the Offering.

          (b) In connection with such Offering:

     (i) the Shareholders, if requested by the applicable underwriters, will enter into a customary “lockup” agreement with the underwriters of the Offering for such period as Argon and Argon’s underwriters may agree in connection with such Offering, provided that such period shall not exceed the Offering Restricted Period; and

     (ii) Argon and the Shareholders will covenant to reasonably cooperate with each other in complying with all applicable public reporting requirements and all other applicable securities laws (including rules of the stock exchange on which any shares of Argon arc listed); provided that the Principal Company Shareholders shall in no event be liable for any action or failure 10 act by the Company or any other Shareholder in performance of this Section 5(b)(ii).

To the extent the underwriters of the Offering exercise an over-allotment option, if any, and all or any portion of such over-allotment option is made available as a secondary offering of Shares, the Principal Company Shareholders shall have the right to participate pro rata in such secondary offering with the other shareholders of the Company participating in such secondary offering,

          (c) In the event that the Company is notified either orally or in writing that the Tokyo Stock Exchange (the “TSE”) has commenced or intends to commence a proceeding to delist the Shares from the TSE as a result of the Transactions (as defined in the Merger Agreement), the Company shall use its reasonable best efforts to prevent the delisting of the Shares by the TSE or, alternatively, to list the Shares on another stock exchange or cause the Shares to be authorized for quotation on an automated quotation system.

          6. Demand Offering.

          (a) Demand Right.

     (i) Following the earlier of (x) the expiration of the Offering Restricted Period following the Offering or (y) 24 months following the Closing Date, upon the written request of the Lead Principal Company Shareholder (a “Demand Not ice”) (a copy of which shall be provided by tie Lead Principal Company Shareholder to each other Principal Company Shareholder), Argon shall cooperate to effect one secondary offering of Specified Shares held by Principal Company Shareholders (a “Demand Offering”) as to the number of Specified Shares specified in such request. Such request for a Demand Offering shall specify the number of Specified

Shares proposed to be offered for sale (the “Demand Offering Shares’’) and shall also specify the intended method of distribution thereof. The Lead Principal Company Shareholder shall have the right to designate any of the following international or Japanese banks as lead underwriters in a Demand Offering: Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JP Morgan, Lazard, Lehman Brothers, Merrill Lynch, Mizuho, Morgan. Stanley, Nikko Citi and Nomura or their successors.

     (ii) Argon shall use reasonable efforts to prepare and file offering materials, including a statutory prospectus, for any Demand Offering as promptly as reasonably practicable following delivery of the Demand Notice, and shall use reasonable efforts to make such offering materials effective with the applicable regulatory authorities and under applicable law and shall make any other filings required under applicable Jaws and regulations to be made by the Company in connection with the Demand Offering, including the filing of securities notices, Argon shall supplement or make amendments to such offering materials as may be necessary to correct any material misstaternent or omission contained therein, until such time as the Demand Offering is completed. Argon shall furnish to the Principal Company Shareholders copies of any such supplement or amendment prior to its being used,

     (iii) Any Principal Company Shareholder that elects to participate in a Demand Offering (including any Demand Offering exercised pursuant to Sec