SECURITY AGREEMENT DATED 30 SEPTEMBER 2010 BETWEEN THE CHARGORS and CITICORP USA, INC. Allen & Overy LLPSecurity Agreement • December 23rd, 2013 • Gates Global Inc.
STOCK PURCHASE AGREEMENT Among TOMKINS INDUSTRIES, INC., DEXTER AXLE COMPANY, and DEXTER AXLE ACQUIROR COMPANY Dated as of September 27, 2012Stock Purchase Agreement • December 23rd, 2013 • Gates Global Inc. • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 27, 2012, is entered into by and among Tomkins Industries, Inc., a corporation organized under the laws of the State of Delaware (“Seller”), Dexter Axle Company, a corporation organized under the laws of the State of Delaware (“Company”), and Dexter Axle Acquiror Company, a corporation organized under the laws of the State of Delaware (“Acquiror”). Seller, Company and Acquiror are each herein referred to individually as a “Party” and collectively as the “Parties.”
ContractCredit Agreement • December 23rd, 2013 • Gates Global Inc. • 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
TWELFTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 23rd, 2013 • Gates Global Inc. • New York
TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 5, 2012, among TOMKINS, LLC (f/k/a PINAFORE, LLC), a Delaware limited liability company (“LLC Issuer”), TOMKINS, INC. (f/k/a PINAFORE, INC.), a Delaware corporation (“Corporate Co-Issuer” and together with LLC Issuer, each an “Issuer” and together, the “Issuers”), and WILMINGTON TRUST NATIONAL ASSOCIATION (successor by merger to Wilmington Trust FSB), as trustee (in such capacity, the “Trustee”) and as collateral agent (the “Collateral Agent”).
STOCK PURCHASE AGREEMENT dated as of March 15, 2012 by and among THE SELLERS NAMED HEREIN, THE ACQUIROR NAMED HEREIN and, for the purposes specified herein, TOMKINS LIMITEDStock Purchase Agreement • December 23rd, 2013 • Gates Global Inc. • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2012, is entered into by and among TOMKINS AUTOMOTIVE HOLDING COMPANY, a corporation organized under the laws of the State of Delaware (“Tomkins Automotive US”), TOMKINS INVESTMENTS COMPANY S.À.R.L., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Tomkins Investments”), TOMKINS AUTOMOTIVE COMPANY S.À.R.L., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Tomkins Automotive Luxembourg”), SCHRADER INVESTMENTS LUXEMBOURG S.À.R.L., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Schrader Investments”), TOMKINS OVERSEAS INVESTMENTS LIMITED, a private limited company organized under the laws of England and Wales (“Tomkins Overseas”), TOMKINS ENGINEERING LTD., a private limited company organized under the laws of England and Wales (“T
ContractCredit Agreement • December 23rd, 2013 • Gates Global Inc. • 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 September 29, 2010 among THE GRANTORS IDENTIFIED HEREIN and WILMINGTON TRUST FSB, as Collateral Agentu.s. Second Lien Notes Security Agreement • December 23rd, 2013 • Gates Global Inc. • New York
Reference is made to that certain Indenture, dated as of September 29, 2010 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as Collateral Agent, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the “Securities”).
PINAFORE, LLC and PINAFORE, INC. as Issuers, PINAFORE HOLDINGS, B.V. as Holdings and the Note Guarantors named herein 9% Senior Secured Second Lien Notes due 2018 INDENTURE Dated as of September 29, 2010 WILMINGTON TRUST FSB, as Trustee and Collateral...Indenture • December 23rd, 2013 • Gates Global Inc. • New York
INDENTURE dated as of September 29, 2010 among PINAFORE, LLC, a Delaware limited liability company (“Finance LLC”), PINAFORE, INC., a Delaware corporation (“Finance Co” and together with Finance LLC, each an “Issuer” and together, the “Issuers”), PINAFORE HOLDINGS, B.V. (“Holdings”), the Note Guarantors and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
STOCK PURCHASE AGREEMENT dated as of September 20, 2012 by and among TOMKINS FINANCE LIMITED TOMKINS ENGINEERING LIMITED TOMKINS OVERSEAS INVESTMENTS LIMITED TOMKINS INVESTMENTS LIMITED TOMKINS SC15 LIMITED TOMKINS LUXEMBOURG S.À.R.L. TOMKINS AMERICAN...Stock Purchase Agreement • December 23rd, 2013 • Gates Global Inc. • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 20, 2012, is entered into by and among TOMKINS FINANCE LIMITED, a private limited company organized under the laws of England and Wales (“Tomkins Finance”), TOMKINS ENGINEERING LIMITED, a private limited company organized under the laws of England and Wales (“Tomkins Engineering”), TOMKINS OVERSEAS INVESTMENTS LIMITED, a private limited company organized under the laws of England and Wales (“Tomkins Overseas Investments”), TOMKINS INVESTMENTS LIMITED, a private limited company organized under the laws of England and Wales (“Tomkins Investments UK”), TOMKINS SC15 LIMITED, a private limited company organized under the laws of England and Wales (“Tomkins SC15”), TOMKINS LUXEMBOURG S.À.R.L, a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Tomkins Luxembourg”), TOMKINS AMERICAN INVESTMENTS S.À.R.L, a private limited liability company (société à responsabilit
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 • December 23rd, 2013 • Gates Global Inc. • 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 • December 23rd, 2013 • Gates Global Inc.
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 • December 23rd, 2013 • Gates Global Inc. • 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
