REGISTRATION RIGHTS AGREEMENT Dated as of March 16, 2011 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 • March 31st, 2011 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
This Agreement is made pursuant to the Purchase Agreement, dated March 11, 2011 (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, as amended and supplemented by the First Supplemental Indenture, dated as of December 29, 2010 (as so amended and supplemented, the “Indenture”).
THE HILLMAN GROUP, INC. PURCHASE AGREEMENTRegistration Rights Agreement • March 31st, 2011 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
The Hillman Group, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $50,000,000 in aggregate principal amount of its 10.875% Senior Notes due 2018 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture, dated as of May 28, 2010, entered into among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of December 29, 2010 (as so amended and supplemented, the “Indenture”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed on a senior unsecured basis (the “Guaran
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 31st, 2011 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 29, 2010, among Serv-A-Lite Products, Inc., an Illinois corporation (the “Guaranteeing Subsidiary”), a subsidiary of The Hillman Group, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association., as trustee under the Indenture referred to below (the “Trustee”).
