REGISTRATION RIGHTS AGREEMENT Dated as of December 21, 2012 by and among THE HILLMAN GROUP, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC.Registration Rights Agreement • December 24th, 2012 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 21, 2012 by and among the Hillman Group, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (the “Guarantors”) and Barclays Capital Inc. (the “Initial Purchaser”), who has agreed to purchase the Company’s 10.875% Senior Notes Due 2018 (the “Temporary Notes”) pursuant to the Purchase Agreement (as defined below).
THE HILLMAN GROUP, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10.875% SENIOR NOTES DUE 2018 TEMPORARY NOTES INDENTURE Dated as of December 21, 2012 Wells Fargo Bank, National Association TrusteeNotes Indenture • December 24th, 2012 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
TEMPORARY NOTES INDENTURE dated as of December 21, 2012 among The Hillman Group, Inc., a Delaware corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, as trustee.
THE HILLMAN GROUP, INC. (TEMPORARY NOTES & PERMANENT NOTES) PURCHASE AGREEMENTPurchase Agreement • December 24th, 2012 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • New York
Pursuant to an Arrangement Agreement, dated as of December 17, 2012 (the “Acquisition Agreement”), by and between Hillman Companies (as defined below) and H. Paulin & Co., Limited (the “Target”), the Company will acquire the Target in exchange for cash consideration of approximately CAD $103.5 million (the “Acquisition”). The Company expects to pay a portion of the consideration for the Acquisition with proceeds from the issuance of the Temporary Notes.
