GUARANTEE AND COLLATERAL AGREEMENT made by ATKORE INTERNATIONAL HOLDINGS INC., ATKORE INTERNATIONAL, INC., and certain of its Subsidiaries, in favor of UBS AG, STAMFORD BRANCH, as Collateral Agent Dated as of December 22, 2010Guarantee and Collateral Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 22, 2010, made by ATKORE INTERNATIONAL HOLDINGS INC., a Delaware corporation (the “Holdings”), ATKORE INTERNATIONAL INC., a Delaware corporation (the “Parent Borrower”), and certain Subsidiaries of the Parent Borrower (the “Subsidiary Borrowers” and together with the Parent Borrower, collectively the “Borrowers”) in favor of UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
CREDIT AGREEMENT among ATKORE INTERNATIONAL, INC., and THE SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, THE LENDERS FROM TIME TO TIME PARTIES HERETO, UBS AG, STAMFORD BRANCH, as an Issuing Lender, Administrative Agent and Collateral Agent,...Credit Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
CREDIT AGREEMENT, dated as of December 22, 2010, among Atkore International, Inc., a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers from time to time party hereto (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), UBS AG, STAMFORD BRANCH, as an issuing lender (in such capacity, an “Issuing Lender”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties and the Issuing Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as co-collateral agent (in such capacity, the “Co-Collateral Agent”) and UBS LOAN FINANCE LLC, as swingline lender (in such capacity, the “Swingline Lender”).
Employee Stock Subscription Agreement (Purchased Shares)Employee Stock Subscription Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • Delaware
This Employee Stock Subscription Agreement, dated as of [·] between Atkore International Group Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to, and is subject to the terms of, the Atkore International Group Inc. Stock Incentive Plan. The meaning of each capitalized term may be found in Section 9.
INTERCREDITOR AGREEMENT by and between UBS AG, STAMFORD BRANCH as ABL Agent, and WILMINGTON TRUST FSB as Note Agent Dated as of December 22, 2010Intercreditor Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of December 22, 2010 between UBS AG, STAMFORD BRANCH, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined herein, the “ABL Agent”) for the ABL Credit Agreement Lenders and WILMINGTON TRUST FSB, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined herein, the “Note Agent”) for the Noteholder Secured Parties. Capitalized terms defined in Article 1 hereof are used in this Agreement as so defined.
Employee Stock Option AgreementEmployee Stock Option Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • Delaware
This Employee Stock Option Agreement, dated as of , 2011, between Atkore International Group Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to, the Atkore International Group Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
ATKORE INTERNATIONAL, INC. as Issuer and the Note Guarantors from time to time parties hereto and WILMINGTON TRUST FSB as Trustee and Note Collateral AgentIndenture • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
INDENTURE, dated as of December 22, 2010 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among Atkore International, Inc., a corporation organized under the laws of the state of Delaware, as issuer, the Note Guarantors from time to time parties hereto, and Wilmington Trust FSB, a federal savings bank, as Trustee and Note Collateral Agent.
INVESTMENT AGREEMENT BY AND AMONG CD&R ALLIED HOLDINGS, L.P., AS INVESTOR, TYCO INTERNATIONAL HOLDING S.A.R.L., AS SELLER, TYCO INTERNATIONAL LTD., AS SELLER PARENT AND ATKORE INTERNATIONAL GROUP INC. DATED AS OF NOVEMBER 9, 2010Investment Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This INVESTMENT AGREEMENT (this “Agreement”) is made and entered into this 9th day of November, 2010, by and among CD&R ALLIED HOLDINGS, L.P., a Cayman Islands exempted limited partnership (“Investor”), TYCO INTERNATIONAL LTD., a company limited by shares (Aktiengesellschaft) organized under the Laws of Switzerland (“Seller Parent”), TYCO INTERNATIONAL HOLDING S.A.R.L., a company organized under the Laws of Luxembourg (“Seller”), and ATKORE INTERNATIONAL GROUP INC., a corporation organized under the Laws of Delaware (the “Company”).
Clayton, Dubilier & Rice, LLC 375 Park Avenue 18th Floor New York, New York 10152Management Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This letter agreement serves to confirm the retention by Atkore International Group Inc. (the “Company”), Atkore International Holdings Inc., a direct wholly owned subsidiary of the Company (“Atkore HoldCo”), and Atkore International Inc, a direct wholly owned subsidiary of Atkore HoldCo (“Atkore”), of Clayton, Dubilier & Rice, LLC or any successor to its investment management business (“CD&R Manager”) to provide management, consulting and advisory services to the Company, Atkore HoldCo, Atkore and their respective divisions and subsidiaries (collectively, the “Company Group”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This INDEMNIFICATION AGREEMENT, dated as of December 22, 2010 (the “Agreement”), is among Atkore International Group Inc., a Delaware corporation (the “Company”), Atkore International Holdings Inc., a Delaware corporation and a direct wholly owned Subsidiary of the Company (“Atkore HoldCo”), Atkore International Inc., a Delaware corporation and a direct wholly owned Subsidiary of Atkore HoldCo (“Atkore” and, together with the Company and Atkore HoldCo, the “Company Entities”), CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”), CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R F&F Fund VIII”), CD&R Allied Advisor Co-Investor, L.P., a Cayman Islands exempted limited partnership (“CD&R Advisor Fund” and, together with CD&R Fund VIII and CD&R F&F Fund VIII, the “Funds”), Clayton, Dubilier & Rice, Inc.,
ATKORE INTERNATIONAL, INC. as Issuer and the Note Guarantors from time to time party to the Indenture and WILMINGTON TRUST FSB as TrusteeFirst Supplemental Indenture • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 22, 2010 (this “Supplemental Indenture”), among ATKORE INTERNATIONAL, INC. (the “Company”), as issuer, the Note Guarantors under the Indenture referred to below (the “Note Guarantors”), and WILMINGTON TRUST FSB, as Trustee under the Indenture referred to below.
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF DECEMBER 22, 2010 Atkore International, Inc. $410,000,000 9.875% Senior Secured Notes due 2018 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
Atkore International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”) an aggregate of $410,000,000 9.875% Senior Secured Notes due 2018 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor,” and, collectively, the “Guarantors”). The Company, the Guarantors and Wilmington Trust FSB, as Trustee (the “Trustee”) and as Note Collateral Agent (the “Note Collateral Agent”), will enter into an Indenture, to be dated as of December 22, 2010 (the “Indenture”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Re
AMENDMENT NO. 2 TO INVESTMENT AGREEMENTInvestment Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This AMENDMENT NO. 2, dated as of December 21, 2010, to the Investment Agreement (this “Amendment”), dated as of November 9, 2010, as amended on December 6, 2010 (the “Agreement”), by and among CD&R Allied Holdings, L.P. (“Investor”), Tyco International Ltd. (“Seller Parent”), Tyco International Holding S.a.r.l. (“Seller”), and Atkore International Group Inc. (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • Illinois
This Employment Agreement, dated as of May 23, 2011 (this “Agreement”), is entered into by and between John Williamson (the “Executive”), Atkore International, Inc., a Delaware corporation (the “Company”) and Atkore International Group Inc., a Delaware corporation (“Parent”). Capitalized terms that are used but not otherwise defined have the meanings set forth in Section 9 hereof.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), dated as of May 2, 2011, is entered into by and between Atkore International, Inc. (the “Company”), Tyco International Ltd. (“Tyco”) and the undersigned, Nelda J. Connors.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • Delaware
Indemnification Agreement (this “Agreement”), dated as of ____________, by and between Atkore International Group Inc., a Delaware corporation (the “Company”) and ________ (“Indemnitee”).
AMENDMENT NO. 3 TO INVESTMENT AGREEMENTInvestment Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This AMENDMENT NO. 3, dated as of December 21, 2010, to the Investment Agreement (this “Amendment”), dated as of November 9, 2010, as amended on December 6, 2010 and December 21, 2010 (the “Agreement”), by and among CD&R Allied Holdings, L.P. (“Investor”), Tyco International Ltd. (“Seller Parent”), Tyco International Holding S.a.r.l. (“Seller”), and Atkore International Group Inc. (the “Company”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF UNISTRUT INTERNATIONAL HOLDINGS, LLC A DELAWARE LIMITED LIABILITY COMPANY November 22, 2006Operating Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is entered into effective as of the 22nd day of November, 2006, by and between Unistrut International Holdings, LLC (the “Company”) and Unistrut Corporation (the “Member”).
Tyco International Management Company, LLC Princeton, New Jersey 08540Management Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This letter agreement serves to confirm the retention by Atkore International Group Inc. (the “Company”), Atkore International Holdings Inc., a direct wholly owned subsidiary of the Company (“Atkore HoldCo”), and Atkore International Inc., a direct wholly owned subsidiary of Atkore HoldCo (“Atkore”), of Tyco International Management Company, LLC or any successor thereto (“Tyco Manager”) to provide management, consulting and advisory services to the Company, Atkore HoldCo, Atkore and their respective divisions and subsidiaries (collectively, the “Company Group”), as follows:
COLLATERAL AGREEMENT made by ATKORE INTERNATIONAL HOLDINGS INC. ATKORE INTERNATIONAL, INC. and certain of its Subsidiaries, in favor of WILMINGTON TRUST FSB, as Note Collateral Agent Dated as of December 22, 2010Collateral Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
COLLATERAL AGREEMENT, dated as of December 22, 2010, made by ATKORE INTERNATIONAL HOLDINGS INC., a Delaware corporation (together with its successors and assigns, and as more particularly defined in the Indenture referred to below, “Holdings”), ATKORE INTERNATIONAL, INC., a Delaware corporation, as issuer of the Notes (together with its successors and assigns, and as more particularly defined in the Indenture, the “Company”) and certain Subsidiaries of the Company in favor of WILMINGTON TRUST FSB, as collateral agent under certain of the Note Documents (as defined below) (in such capacity, and together with any successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as defined below). Capitalized terms defined in Section 1 hereof are used in this Agreement as so defined.
AMENDMENT AND CONTINUATION AGREEMENTAmendment and Continuation Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire
WHEREAS, prior to the closing (the “Closing”) of the transactions (the “Transaction”) contemplated in the Investment Agreement made and entered into on the 9th day of November 2010, by and among CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership, Tyco, Tyco International Holding S.A.R.L, a company organized under the Laws of Luxembourg, and Atkore International Group Inc., a corporation organized under the Laws of Delaware (the “Company”) (as amended from time to time, the “Investment Agreement”), the Company will become the direct or indirect owner of certain subsidiaries or affiliates of Tyco as a result of the Closing of the Transaction; and
AMENDMENT NO. 1 TO INVESTMENT AGREEMENTInvestment Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This AMENDMENT NO. 1, dated as of December 6, 2010, to the Investment Agreement (this “Amendment”), dated as of November 9, 2010 (the “Agreement”), by and among CD&R Allied Holdings, L.P. (“Investor”), Tyco International Ltd. (“Seller Parent”), Tyco International Holding S.a.r.l. (“Seller”), and Atkore International Group Inc. (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2011 • Unistrut International Holdings, LLC • Drawing & insulating of nonferrous wire • New York
This INDEMNIFICATION AGREEMENT, dated as of December 22, 2010 (the “Agreement”), is among Atkore International Group Inc., a Delaware corporation (the “Company”), Atkore International Holdings Inc., a Delaware corporation and a direct wholly owned Subsidiary of the Company (“Atkore HoldCo”), Atkore International Inc., a Delaware corporation and a direct wholly owned Subsidiary of Atkore HoldCo (“Atkore” and, together with the Company and Atkore HoldCo, the “Company Entities”), Tyco International Ltd., a company limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“TIL”), Tyco International Holding S.a.r.l., a company organized under the laws of Luxembourg and a wholly owned subsidiary of TIL (“TIH”), and Tyco International Management Company, LLC, a Nevada limited liability company, or any successor thereto (“Tyco Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
