SECURITY AGREEMENT DATED 30 SEPTEMBER 2010 BETWEEN THE CHARGORS and CITICORP USA, INC. Allen & Overy LLPSecurity Agreement • August 22nd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories
FORM OF OPINION]Indenture • October 3rd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories
In providing this opinion, we have acted as special counsel to Tomkins, Inc. (formerly Pinafore, Inc.), a Delaware limited liability company and Tomkins, LLC (formerly, Pinafore, LLC), a Delaware corporation (Issuers), in connection with their issuance of US$1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (Notes) and the guarantees of the Notes (Guarantees) by the Issuers under an Indenture dated as of September 29, 2010, as supplemented by the First Supplemental Indenture dated as of 18 November 2010, the Second Supplemental Indenture dated as of 21 December 2010, the Third Supplemental Indenture dated as of 23 December 2010, the Fourth Supplemental Indenture dated as of 20 January 2011, the Fifth Supplemental Indenture dated as of 23 February 2011, the Sixth Supplemental Indenture dated as of 24 February 2011 and the Seventh Supplemental Indenture dated as of 3 March 2011 (Indenture) entered into among the Issuers, the Note Guarantors named th
ContractCredit Agreement • August 22nd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories • New York
AMENDMENT NO. 5, dated as of June 30, 2011 (this “Amendment”), to the Credit Agreement, dated as of July 27, 2010, as amended and restated on August 6, 2010, further amended and restated on September 21, 2010 and amended on September 28, 2010 and February 17, 2011 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOMKINS, LLC (formerly known as Pinafore, LLC), a Delaware limited liability company (the “LLC Co-Borrower”), TOMKINS, INC. (formerly known as Pinafore, Inc.), a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), PINAFORE HOLDINGS B.V., a private limited liability company (besloten vennootschap) organized in the Netherlands, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, CITICORP USA, INC., as Collateral Agent, each lender from time to time party thereto
ContractCredit Agreement • August 22nd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories • New York
AMENDMENT NO. 4, dated as of February 17, 2011 (this “Amendment”), to the Credit Agreement, dated as of July 27, 2010, amended and restated on August 6, 2010, further amended and restated on September 21, 2010 and amended on September 28, 2010 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOMKINS, LLC (formerly known as Pinafore, LLC), a Delaware limited liability company (the “LLC Co-Borrower”), TOMKINS, INC. (formerly known as Pinafore, Inc.), a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), PINAFORE HOLDINGS B.V., a private limited liability company (besloten vennootschap) organized in the Netherlands, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, CITICORP USA, INC., as Collateral Agent, each lender from time to time party thereto (collectively, the “
dated as of July 27, 2010 as amended and restated on September 21, 2010 among THE GRANTORS IDENTIFIED HEREIN and CITICORP USA, INC., as Collateral Agentu.s. Security Agreement • August 22nd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories • New York
Reference is made to that certain Credit Agreement, dated as of July 27, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Borrowers”), PINAFORE ACQUISITIONS LIMITED (“Holdings”), the other Guarantors from time to time party thereto, Citibank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, the Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and the other agents named therein. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrowe
Contractu.s. Security Agreement • August 22nd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories
SUPPLEMENT NO. 1 dated as of September 29, 2010, to the U.S. Security Agreement dated as of July 27, 2010 and as amended and restated on September 21, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the Grantors identified therein and Citicorp USA, Inc., as Collateral Agent.
ContractCredit Agreement • August 22nd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories • New York
AMENDMENT NO. 3, dated as of September 28, 2010 (this “Amendment”), to the Credit Agreement, dated as of July 27, 2010 and amended and restated on August 6, 2010 and as further amended and restated on September 21, 2010, among PINAFORE, LLC, a Delaware limited liability company (the “LLC Co-Borrower”), PINAFORE, INC., a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), PINAFORE ACQUISITIONS LIMITED, a limited liability company incorporated under the laws of England and Wales, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANC OF AMERICA SECURITIES LLC, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Joint Lead Arrangers an
EIGHTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 22nd, 2011 • St. Augustine Real Estate Holding LLC • Motor vehicle parts & accessories • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 18, 2011, among St. Augustine Real Estate Holding LLC (the “New Guarantor”), an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (successor by merger to WILMINGTON TRUST FSB), as trustee under the indenture referred to below (the “Trustee”).
