THE HILLMAN GROUP, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10.875% SENIOR NOTES DUE 2018 INDENTURE Dated as of May 28, 2010 Wells Fargo Bank, National Association TrusteeIndenture • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
INDENTURE dated as of May 28, 2010 among The Hillman Group, Inc., a Delaware corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
REGISTRATION RIGHTS AGREEMENT Dated as of May 28, 2010 by and among THE HILLMAN GROUP INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC. and MORGAN STANLEY & CO. INCORPORATEDRegistration Rights Agreement • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
This Agreement is made pursuant to the Purchase Agreement, dated May 18, 2010 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of May 28, 2010, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
THE HILLMAN GROUP INC. PURCHASE AGREEMENTPurchase Agreement • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
Pursuant to an Agreement and Plan of Merger, dated as of April 21, 2010 (as amended, the “Merger Agreement”), by and among OHCP HM Acquisition Corp. (the “Acquisition Corp.”), Merger Sub, Hillman Companies and THC Representative, LLC, Acquisition Corp. will acquire Hillman Companies primarily in exchange for cash consideration of approximately $815 million, subject to certain adjustments (the “Acquisition”) pursuant to the merger of Merger Sub
THE HILLMAN GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 21, 2010, by and between The Hillman Group, Inc., a Delaware corporation (the “Company”), and Ali Fartaj (“Executive”).
FORM OF BORROWER ASSUMPTION AGREEMENTForm of Borrower Assumption Agreement • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
BORROWER ASSUMPTION AGREEMENT dated as of June 1, 2010 among THE HILLMAN COMPANIES, INC., THE HILLMAN GROUP, INC. and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.
Max W. Hillman, Jr. Dear Mick,Hillman Companies Inc • August 16th, 2010 • Wholesale-machinery, equipment & supplies
Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 21, 2010, by and among The Hillman Companies, Inc., a Delaware corporation (“Hillman”), OHCP HM Acquisition Corp., a Delaware corporation (the “Purchaser”), and certain other parties thereto, and (ii) your existing amended and restated employment agreement with The Hillman Group, Inc. (the “Company”) dated December 21, 2008 (the “Employment Agreement”). Capitalized terms not otherwise defined in this letter agreement have the meanings given to such terms in your Employment Agreement.
Richard P. Hillman Dear Rick,Hillman Companies Inc • August 16th, 2010 • Wholesale-machinery, equipment & supplies
Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 21, 2010, by and among The Hillman Companies, Inc., a Delaware corporation (“Hillman”), OHCP HM Acquisition Corp., a Delaware corporation (the “Purchaser”), and certain other parties thereto, and (ii) your existing amended and restated employment agreement with The Hillman Group, Inc. (the “Company”) dated December 21, 2008 (the “Employment Agreement”). Capitalized terms not otherwise defined in this letter agreement have the meanings given to such terms in your Employment Agreement.
JOINDER AGREEMENTJoinder Agreement • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York with regard to conflict of laws provisions thereof.
CREDIT AGREEMENT dated as of May 28, 2010 among OHCP HM ACQUISITION CORP. OHCP HM MERGER SUB CORP. THE HILLMAN COMPANIES, INC. HILLMAN INVESTMENT COMPANY THE HILLMAN GROUP, INC. THE LENDERS FROM TIME TO TIME PARTY HERETO, BARCLAYS BANK PLC, as...Credit Agreement • August 16th, 2010 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
This Credit Agreement (this “Agreement”) is dated as of May 28, 2010 and is among OHCP HM ACQUISITION CORP. (“OH Holdings”), OHCP HM MERGER SUB CORP. (“Merger Sub”), THE HILLMAN COMPANIES, INC. (“Holdings”), HILLMAN INVESTMENT COMPANY (“Intermediate Holdings”), THE HILLMAN GROUP, INC. (“HGI”), the banks and other financial institutions from time to time party hereto (the “Lenders”), BARCLAYS BANK PLC, as Administrative Agent, Issuing Lender and Swingline Lender, BARCLAYS CAPITAL and MORGAN STANLEY SENIOR FUNDING, INC., together as the Lead Arrangers and Syndication Agents, and BARCLAYS CAPITAL, MORGAN STANLEY SENIOR FUNDING, INC. and GE CAPITAL MARKETS, INC., together as the Joint Bookrunners and GENERAL ELECTRIC CAPITAL CORPORATION, as the Documentation Agent.
James P. Waters Dear Jim,Hillman Companies Inc • August 16th, 2010 • Wholesale-machinery, equipment & supplies
Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 21, 2010, by and among The Hillman Companies, Inc., a Delaware corporation (“Hillman”), OHCP HM Acquisition Corp., a Delaware corporation (the “Purchaser”), and certain other parties thereto, and (ii) your existing amended and restated employment agreement with The Hillman Group, Inc. (the “Company”) dated December 21, 2008 (the “Employment Agreement”). Capitalized terms not otherwise defined in this letter agreement have the meanings given to such terms in your Employment Agreement.
