STOCK PURCHASE AGREEMENT Among TOMKINS INDUSTRIES, INC., DEXTER AXLE COMPANY, and DEXTER AXLE ACQUIROR COMPANY Dated as of September 27, 2012Stock Purchase Agreement • March 21st, 2013 • Pinafore Holdings B.V. • Motor vehicle parts & accessories • 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.”
TWELFTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 21st, 2013 • Pinafore Holdings B.V. • Motor vehicle parts & accessories • 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 • March 21st, 2013 • Pinafore Holdings B.V. • Motor vehicle parts & accessories • 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
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 • March 21st, 2013 • Pinafore Holdings B.V. • Motor vehicle parts & accessories • 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
