WireCo WorldGroup Inc. Sample Contracts

RESIGNATION AGREEMENT AND RELEASE
Resignation Agreement • May 10th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products

THIS RESIGNATION AGREEMENT AND RELEASE, dated as of May 1, 2013 (this “Agreement”), is entered into by and between J. Keith McKinnish (“Executive”) and WireCo WorldGroup Inc. (the “Company”) (collectively, the “Parties”).

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Contract
Guarantee Agreement • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products

SUPPLEMENT NO. 3 dated as of December 28, 2012 (this “Supplement”), to the Guarantee Agreement (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”) dated as of July 12, 2012, among each of the subsidiaries and parent holding companies from time to time party thereto (each such subsidiary individually, a “Guarantor” and, collectively, the “Guarantors”) of WIRECO WORLDGROUP INC., a Delaware corporation (the “U.S. Borrower”), and WRCA (LUXEMBOURG) HOLDINGS S. À R.L, a société à responsabilité limitée organized under the laws of Luxembourg (the “Lux Borrower” and together with the U.S. Borrower, the “Borrowers”), and FIFTH THIRD BANK, as administrative agent and collateral agent (in such capacity, and together with its successors and assigns, the “Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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Contract
Credit Agreement • August 13th, 2015 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

THIRD AMENDMENT TO CREDIT AGREEMENT dated as of June 24, 2015 (this “Third Amendment”), is made by and among WIRECO WORLDGROUP INC., a Delaware corporation (the “U.S. Borrower”), WRCA (LUXEMBOURG) HOLDINGS S.Á R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg, with its registered office at 412F, Route d’Esch L-1030 Luxembourg, whose registration number with the Luxembourg Register of Commerce and Companies is B124385 and whose corporate capital amounts to $19,500 (the “Lux Borrower” and, together with the U.S. Borrower, the “Borrowers”), WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), each of the other Persons party hereto designated as a Loan Party (the “Loan Parties”), Lenders party hereto, FIFTH THIRD BANK, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”) and as joint lead arranger, with JPMORGAN SECURITIES LLC, as joint lea

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EMPLOYMENT AGREEMENT
Employment Agreement • August 13th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 15, 2013, between WireCo WorldGroup Inc., a Delaware corporation (the “Company”), and Christopher L. Ayers (the “Executive”).

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Employment Agreement • March 10th, 2014 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products
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AGREEMENT FOR THE SALE AND PURCHASE OF ALL THE ISSUED SHARES IN Koninklijke Lankhorst-Euronete group B.V. 12 JUNE 2012 between Administratiekantoor Lankhorst B.V. Gramaxo Investimentos SGPS SA the individuals listed in Schedule 1 as Sellers and WireCo...
Sale and Purchase Agreement • July 16th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products

TABLE OF CONTENTS Clause Page 1. Interpretation 2 2. Sale and Purchase, Purchase Price 2 3. Deposit 3 4. Guarantees 4 5. Condition 4 6. Leakage and Transaction Costs 6 7. Completion 8 8. Pre-Completion 8 9. Post-Completion 10 10. Due Diligence Investigation 11 11. Warranties and Limitations 12 12. Third Party Claims 14 13. Indemnities 15 14. Restraints 16 15. Escrow Agreement 16 16. Confidentiality 17 17. Guarantee and Warranties by the Guarantor 18 18. Notices 19 19. Further Assurances 21 20. Assignments 21 21. Payments 21 22. Costs 22 23. General 23 24. No Rescission 23 25. Whole Agreement 23 26. Governing Law 24 27. Dispute Resolution 24 28. Language 24 Schedule 1. Sellers 30 2. Subsidiaries 32 3. Sellers’ Warranties 34 Part 1 Capacity and Authority, Title and Insolvency 34 Part 2 Business Warranties 36 4. Purchaser’s Warranties 38 5. Guarantor Warranties 39 6. Tax Indemnity 40 7. Data Room Information - Omitted* 8. Disclosure Schedule 46 9. Limitations on Sellers’ Liability 47 10.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 11th, 2016 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

STOCK SUBSCRIPTION AGREEMENT dated as of June 24, 2016 (this Agreement) by and between WireCo WorldGroup (Cayman) Inc., a Cayman Islands exempted company (the Company) and Onex Wildcat LLC, a Delaware limited liability company (the Buyer).

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AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This AMENDMENT NO. 2, dated as of November 30, 2012 (this “Amendment”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the affiliate of the Company signatory hereto (the “New Guarantor”), and Solar Capital Ltd., BlackRock Kelso Mezzanine Partners I, LLC and KCAP Financial, Inc., as Purchasers (collectively, the “Purchasers”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 14th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is dated as of August 9, 2012 and is entered into by and among WIRECO WORLDGROUP, INC., a Delaware corporation (the “U.S. Borrower”), WRCA (LUXEMBOURG) HOLDINGS S.Á R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg (the “Lux Borrower” and together with the U.S. Borrower, collectively, the “Borrowers”), WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Parent”), and FIFTH THIRD BANK, as Administrative Agent (and in such capacity, the “Administrative Agent”), acting with the consent of the Required Lenders, and is made with reference to that certain CREDIT AGREEMENT dated as of July 12, 2012 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the U.S. Borrower, the Lux Borrower, the Parent, the Lenders, the Administrative Agent, the Collat

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Contract
Employment Agreement • March 16th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products

AMENDMENT (this “Amendment”) dated as of June , 2011, by and among WireCo WorldGroup (Cayman) Inc., f/k/a Wire Rope Corporation of America, Inc. (the “Company”) and Ira Glazer (the “Executive”) to the EMPLOYMENT TERM SHEET (the “Original Agreement”), dated as of February 8, 2007, by and among the Company and the Executive.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 13th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), is made, effective as of [__________, _____] (the “Grant Date”), by and between WireCo WorldGroup (Cayman) Inc. (the “Company”) and __________ (the “Employee”).

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April 8, 2013 Eric Bruder c/o WireCo WorldGroup Inc. 12200 NW Ambassador Drive Kansas City, MO 64163 RE: Retention Agreement Dear Eric:
Retention Agreement • May 10th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

As you know, there has been a change in the leadership team at WireCo WorldGroup Inc. (the “Company”). You are a valued executive and the Company wants to ensure your continued employment. As an incentive for you to continue your employment, the Company is willing to offer you the following compensation opportunity, subject to the terms and conditions described in this letter.

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 14th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This SUPPLEMENTAL INDENTURE, dated as of July 12, 2012 (this “Supplemental Indenture”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the new guarantor identified herein as a party (the “New Guarantor”), and U.S. Bank National Association, as Trustee (the “Trustee”).

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement • January 8th, 2014 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products

THIS SEPARATION AGREEMENT AND RELEASE, dated as of January 2, 2014 (this “Agreement”), is entered into by and between Eric V. Bruder (“Executive”) and WireCo WorldGroup Inc. (the “Company”) (collectively, the “Parties”).

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AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 14th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This AMENDMENT NO. 1, dated as of September 10, 2012 (this “Amendment”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the affiliates of the Company signatory hereto (each a “New Guarantor” and, collectively, the “New Guarantors”), and Solar Capital Ltd., BlackRock Kelso Mezzanine Partners I, LLC and KCAP Financial, Inc., as Purchasers (collectively, the “Purchasers”).

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NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of September ___, 2012, between WireCo WorldGroup (Cayman) Inc., an exempted company limited by shares and organized under the laws of the Cayman Islands (the “Company”), and __________...
Non-Qualified Stock Option Agreement • October 2nd, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

WHEREAS, the Company has agreed to grant to the Optionee pursuant to the WireCo WorldGroup (Cayman) Inc. 2008 Long-Term Incentive Plan, as amended (the “Plan”) (all capitalized terms not defined herein shall have the meanings ascribed to them in the Plan), effective as of September ___, 2012 (the “Grant Date”), an option to purchase Shares on the terms and subject to the conditions set forth in this Agreement and the Plan; and

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AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This AMENDMENT NO. 4, dated as of February 8, 2013 (this “Amendment”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the affiliates of the Company signatory hereto (each a “New Guarantor” and, collectively, the “New Guarantors”), and Solar Capital Ltd., BlackRock Kelso Mezzanine Partners I, LLC and KCAP Financial, Inc., as Purchasers (collectively, the “Purchasers”).

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AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 7th, 2014 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This AMENDMENT NO. 5 (this Amendment), dated as of July 16, 2014 (the Effective Date) is entered into by and among WireCo WorldGroup Inc. (the Company), and Solar Capital Ltd., BlackRock Kelso Mezzanine Partners I, LLC and KCAP Financial, Inc., as Purchasers (collectively, the Purchasers).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This SUPPLEMENTAL INDENTURE, dated as of November 30, 2012 (this “Supplemental Indenture”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the new guarantor identified herein as a party (the “New Guarantor”), and U.S. Bank National Association, as Trustee (the “Trustee”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This SUPPLEMENTAL INDENTURE, dated as of February 8, 2013 (this “Supplemental Indenture”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the new guarantors identified herein as parties (each a “New Guarantor” and, collectively, the “New Guarantors”), and U.S. Bank National Association, as Trustee (the “Trustee”).

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AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This AMENDMENT NO. 3, dated as of December 28, 2012 (this “Amendment”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the affiliate of the Company signatory hereto (the “New Guarantor”), and Solar Capital Ltd., BlackRock Kelso Mezzanine Partners I, LLC and KCAP Financial, Inc., as Purchasers (collectively, the “Purchasers”).

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CREDIT AGREEMENT dated as of July 12, 2012 among WIRECO WORLDGROUP INC. and WRCA (LUXEMBOURG) HOLDINGS SÁRL, as Borrowers, and WIRECO WORLDGROUP (CAYMAN) INC., as Parent, The Lenders Party Hereto, FIFTH THIRD BANK, as Administrative Agent and...
Credit Agreement • July 16th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

CREDIT AGREEMENT, dated as of July 12, 2012, among WIRECO WORLDGROUP INC., a Delaware corporation, WRCA (LUXEMBOURG) HOLDINGS S.Á R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg, with its registered office at 412F, Route d’Esch L-1030 Luxembourg, whose registration number with the Luxembourg Register of Commerce and Companies is B124385 and whose corporate capital amounts to $19,500, WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands, the several banks and other financial institutions or entities from time to time party hereto and FIFTH THIRD BANK, as Administrative Agent and Collateral Agent.

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Contract
Guarantee Agreement • November 14th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products

SUPPLEMENT NO. 1 dated as of September 10, 2012 (this “Supplement”), to the Guarantee Agreement (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”) dated as July 12, 2012, among each of the subsidiaries and parent holding companies from time to time party thereto (each such subsidiary individually, a “Guarantor” and, collectively, the “Guarantors”) of WIRECO WORLDGROUP INC., a Delaware corporation (the “U.S. Borrower”), and WRCA (LUXEMBOURG) HOLDINGS S. À R.L, a société à responsabilité limitée organized under the laws of Luxembourg (the “Lux Borrower” and together with the U.S. Borrower, the “Borrowers”), and FIFTH THIRD BANK, as administrative agent and collateral agent (in such capacity, and together with its successors and assigns, the “Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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Contract
Credit Agreement • July 3rd, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

SECOND AMENDMENT TO CREDIT AGREEMENT dated as of July 1, 2013 (this “Second Amendment”), is made by and among WIRECO WORLDGROUP INC., a Delaware corporation (the “U.S. Borrower”), WRCA (LUXEMBOURG) HOLDINGS S.Á R.L., a société à responsabilité limitée incorporated under the laws of Luxembourg, with its registered office at 412F, Route d’Esch L-1030 Luxembourg, whose registration number with the Luxembourg Register of Commerce and Companies is B124385 and whose corporate capital amounts to $19,500 (the “Lux Borrower” and, together with the U.S. Borrower, the “Borrowers”), WIRECO WORLDGROUP (CAYMAN) INC., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), each of the other Persons party hereto designated as a Loan Party (the “Loan Parties”), Lenders party hereto, FIFTH THIRD BANK, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), with Goldman Sachs Bank USA and Deutsche Bank Securities, Inc., as j

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Contract
Non-Qualified Stock Option Agreement • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of December ___, 2011, between WireCo WorldGroup (Cayman) Inc., an exempted company limited by shares and organized under the laws of the Cayman Islands (the “Company”), and [_________] (the “Optionee”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This SUPPLEMENTAL INDENTURE, dated as of December 28, 2012 (this “Supplemental Indenture”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the new guarantor identified herein as a party (the “New Guarantor”), and U.S. Bank National Association, as Trustee (the “Trustee”).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 14th, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products • New York

This SUPPLEMENTAL INDENTURE, dated as of September 10, 2012 (this “Supplemental Indenture”), is entered into by and among WireCo WorldGroup Inc. (the “Company”), the guarantors identified herein as parties, and U.S. Bank National Association, as Trustee (the “Trustee”).

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Contract
Employment Term Sheet • October 2nd, 2012 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products
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Contract
Guarantee Agreement • March 29th, 2013 • WireCo WorldGroup Inc. • Miscellaneous fabricated metal products

SUPPLEMENT NO. 2 dated as of November 30, 2012 (this “Supplement”), to the Guarantee Agreement (as amended, supplemented or otherwise modified from time to time, the “Guarantee Agreement”) dated as July 12, 2012, among each of the subsidiaries and parent holding companies from time to time party thereto (each such subsidiary individually, a “Guarantor” and, collectively, the “Guarantors”) of WIRECO WORLDGROUP INC., a Delaware corporation (the “U.S. Borrower”), and WRCA (LUXEMBOURG) HOLDINGS S. À R.L, a société à responsabilité limitée organized under the laws of Luxembourg (the “Lux Borrower” and together with the U.S. Borrower, the “Borrowers”), and FIFTH THIRD BANK, as administrative agent and collateral agent (in such capacity, and together with its successors and assigns, the “Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).

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