SHARE PURCHASE AGREEMENT by and between ATLAS INDUSTRIES HOLDINGS LLC and ALLSTATE LIFE INSURANCE COMPANYShare Purchase Agreement • May 4th, 2007 • Atlas Industries Holdings LLC • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of May 1, 2007 by and between Atlas Industries Holdings LLC, a Delaware limited liability company (the “Company”), and Allstate Life Insurance Company, an Illinois life insurance company (“Buyer”).
FORM OF CREDIT AGREEMENT dated as of November , 2007 among ATLAS CANAMPAC ACQUISITION CORP., as Borrower, and ATLAS INDUSTRIES HOLDINGS LLC, as LenderCredit Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
This Credit Agreement dated as of November , 2007 (as amended, restated or otherwise modified from time to time, this “Agreement”) by and between ATLAS CANAMPAC ACQUISITION CORP., a Delaware corporation (“Borrower”), and ATLAS INDUSTRIES HOLDINGS LLC, a Delaware limited liability company, as lender (together with its successors and assigns, “Lender”).
MANAGEMENT SERVICES AGREEMENT BY AND BETWEENManagement Services Agreement • October 11th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
MANAGEMENT SERVICES AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of _________, 2007, by and between Atlas Industries Holdings LLC, a Delaware limited liability company (the “Company”), and Atlas Industries Management LLC, a Delaware limited liability company (the “Manager”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties”.
Form of PURCHASE AGREEMENT among ATLAS INDUSTRIES HOLDINGS LLC, the Parent, ATLAS FOREST ACQUISITION CORP., the Buyer FOREST RESOURCES LLC, the Company and FOREST INVESTMENTS LLC, TRAL INVESTMENTS LLC, THE INDIVIDUALS LISTED ON THE SIGNATURE PAGES...Iv Purchase Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This PURCHASE AGREEMENT ("Agreement") is made as of , 2007, by and among Atlas Industries Holdings LLC, a Delaware limited liability company (the "Parent"), Atlas Forest Acquisition Corp., a Delaware corporation (the "Buyer"), Forest Resources LLC, a Delaware limited liability company (the "Company"), Forest Investments LLC, a Delaware limited liability company ("FR Investments"), TRAL Investments LLC, a Delaware limited liability company ("TRAL"), the individuals listed on the signature pages hereto (the "Investors" and, together with FR Investments and TRAL, the "Sellers" and, each individually, a "Seller"). Capitalized terms shall have the meaning set forth in Section 1 hereof.
FORM OF THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS INDUSTRIES HOLDINGS LLC Dated as of October , 2007Operating Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT shall be effective as of the __th day of October, 2007 (this “Agreement”), and is entered into by ATLAS INDUSTRIES MANAGEMENT LLC, as the Allocation Member and Manager (as defined herein), and the other Persons who become members pursuant to the terms hereof. The Members hereby agree to the amendment and restatement of the Operating Agreement, dated as of December 26, 2006 (the “Initial Agreement”), as previously amended and restated by the Amended and Restated Operating Agreement, dated as of February 9, 2007 (the “First Amended and Restated Operating Agreement”), and the Second Amended and Restated Operating Agreement, dated as of April 25, 2007 (the “Second Amended and Restated Operating Agreement”), as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article II.
SHARE PURCHASE AGREEMENT by and between ATLAS INDUSTRIES HOLDINGS LLC and ATLAS TITAN INVESTMENTS LLCShare Purchase Agreement • May 4th, 2007 • Atlas Industries Holdings LLC • New York
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of May 1, 2007 by and between Atlas Industries Holdings LLC, a Delaware limited liability company (the “Company”), and Atlas Titan Investments LLC, a Delaware limited liability company (“Buyer”).
Form of PURCHASE AGREEMENT among ATLAS INDUSTRIES HOLDINGS LLC, the Parent, ATLAS CANAMPAC ACQUISITION CORP., the Buyer Parent, ATLAS CANAMPAC ACQUISITION ULC, the Buyer, CANAMPAC ULC, the Company -and- FR KITCHENER LLC, Kitchener -and- 2101358...V Purchase Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This PURCHASE AGREEMENT ("Agreement") is made as of , 2007, by and among Atlas Industries Holdings LLC, a Delaware limited liability company (the "Parent"), Atlas CanAmPac Acquisition Corp., a Delaware corporation (the "Buyer Parent"), Atlas CanAmPac Acquisition ULC, a Nova Scotia unlimited liability company (the "Buyer"), CanAmPac ULC, a Nova Scotia unlimited liability company (the "Company"), FR Kitchener LLC, a Delaware limited liability company ("Kitchener"), 2101358 Ontario Limited, a corporation existing under the laws of Ontario ("2101358" and, together with Kitchener, the "Sellers" and, each individually, a "Seller"). Capitalized terms shall have the respective meanings set forth in SECTION 1 hereof.
FORM OF REGISTRATION RIGHTS AGREEMENT by and among ATLAS INDUSTRIES HOLDINGS LLC, ATLAS TITAN INVESTMENTS LLC, ATLAS TITAN MANAGEMENT INVESTMENTS LLC, JOHN HANCOCK LIFE INSURANCE COMPANY, HANCOCK MEZZANINE PARTNERS III, L.P., ALLSTATE LIFE INSURANCE...Registration Rights Agreement • October 11th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the day of , 2007, by and among: Atlas Industries Holdings LLC, a Delaware limited liability company (the "Company"), and each of the undersigned parties listed under "Shareholders" on the signature page hereto (such parties and any permitted transferee of such parties, collectively, the "Shareholders" and each individually, a "Shareholder").
QuickLinks -- Click here to rapidly navigate through this documentAtlas Industries Holdings LLC • October 25th, 2007 • Converted paper & paperboard prods (no contaners/boxes) • New York
FERRIS, BAKER WATTS, INCORPORATED JMP SECURITIES LLC OPPENHEIMER & CO. J.J.B. HILLIARD, W.L. LYONS, INC. SMH CAPITAL INC. c/o Ferris, Baker Watts, Incorporated, As Representative of the Several Underwriters 100 Light Street Baltimore, MD 21202
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS INDUSTRIES HOLDINGS LLC (formerly known as Atlas Trust Group LLC) Dated as of April 25, 2007Operating Agreement • May 4th, 2007 • Atlas Industries Holdings LLC • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT shall be effective as of the 25th day of April 2007, and is entered into by ATLAS INDUSTRIES MANAGEMENT LLC (formerly known as Atlas Trust Management LLC, together with its successors and assigns, the “Member”), as the sole member hereunder and pursuant to the provisions of the Act as in effect on the date hereof. The Member hereby agrees to the amendment and restatement of the Operating Agreement, dated as of December 26, 2006 (the “Initial Agreement”), as previously amended and restated by the Amended and Restated Operating Agreement dated as of February 9, 2007 (the “First Amended and Restated Operating Agreement”), as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article II.
Form of LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT OF METAL RESOURCES LLC By and Among Michigan Seamless Tube LLC as the Company, The Members of Metal Resources LLC as Sellers, Atlas Industries Holdings LLC as the Parent and Atlas Metal...Limited Liability Company Interest Purchase Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT ("Agreement") is made and entered into as of October [ ], 2007, by and among ATLAS METAL ACQUISITION CORP., a corporation organized under the laws of the State of Delaware (the "Purchaser"), ATLAS INDUSTRIES HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware (the "Parent"), MICHIGAN SEAMLESS TUBE LLC, a limited liability company organized under the laws of the State of Delaware (the "Company"), METAL RESOURCES LLC ("Metal Resources"), a limited liability company organized under the laws of the State of Delaware, and the Members of Metal Resources set forth on the signature page hereto (collectively, the "Sellers").
SUPPLEMENTAL PUT AGREEMENT BY AND BETWEEN ATLAS INDUSTRIES MANAGEMENT LLC AND ATLAS INDUSTRIES HOLDINGS LLC Dated as of ________, 2007Supplemental Put Agreement • August 21st, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
SUPPLEMENTAL PUT AGREEMENT (as amended, revised, supplemented or otherwise modified from time to time, this “Agreement”), dated as of ________, 2007 is made by and between ATLAS INDUSTRIES MANAGEMENT LLC, a Delaware limited liability company (the “Holder”), and ATLAS INDUSTRIES HOLDINGS LLC, a Delaware limited liability company (the “Company”). Each party hereto shall be referred to as, individually, a “Party” and, collectively, the “Parties”.
