SECOND LIEN CREDIT AGREEMENT among ATKORE INTERNATIONAL, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent UBS SECURITIES LLC, as Syndication Agent,...Credit Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
CREDIT AGREEMENT, dated as of April 9, 2014, among ATKORE INTERNATIONAL, INC., a Delaware corporation (and as further defined in Subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO AND REAFFIRMATION OF GUARANTEE AND COLLATERAL AGREEMENTCredit Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • 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”).
SEVERANCE AGREEMENTSeverance Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Illinois
THIS SEVERANCE AGREEMENT (“Agreement”) is made this 17th day of November 2014 (the “Effective Date”) by and between Atkore International, Inc., a Delaware corporation having its principal place of business at (the “Company”), and James A. Mallak, an individual residing at (“Executive”). Company and Executive are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
INTERCREDITOR AGREEMENT by and between DEUTSCHE BANK AG NEW YORK BRANCH, as Original First Lien Agent and DEUTSCHE BANK AG NEW YORK BRANCH, as Original Second Lien Agent Dated as of April 9, 2014Intercreditor Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This INTERCREDITOR AGREEMENT (as amended, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of April 9, 2014, by and between Deutsche Bank AG New York Branch, in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original First Lien Agent”) for the Original First Lien Secured Parties referred to below, and Deutsche Bank AG New York Branch, in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original Second Lien Agent”) for the Original Second Lien Secured Parties referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.
FIRST AMENDMENT AND WAIVER, dated as of April 9, 2014 (this “Amendment”), to the Intercreditor Agreement, dated as of December 22, 2010 (the “Intercreditor Agreement”), among UBS AG, STAMFORD BRANCH, in its capacity as ABL Agent (as defined in the...Intercreditor Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • 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.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 12, 2015 (this “Amendment”), among ATKORE INTERNATIONAL, INC., a Delaware corporation (the “Parent Borrower”), the Lenders signatory hereto, UBS AG STAMFORD BRANCH, as an issuing lender, as administrative agent (in such capacity, the “Administrative Agent”) for the lenders and as collateral agent for the Secured Parties, and DEUTSCHE BANK AG NEW YORK BRANCH, as co-collateral agent.
STOCK REDEMPTION AGREEMENT BY AND AMONG TYCO INTERNATIONAL HOLDING S.A.R.L., ATKORE INTERNATIONAL GROUP INC. AND CD&R ALLIED HOLDINGS, L.P. DATED AS OF APRIL 9, 2014Stock Redemption Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies
This STOCK REDEMPTION AGREEMENT (this “Agreement”) is made and entered into this 9th day of April, 2014, by and among TYCO INTERNATIONAL HOLDING S.A.R.L., a company organized under the Laws of Luxembourg (“Seller”), ATKORE INTERNATIONAL GROUP INC., a corporation organized under the Laws of Delaware (the “Company”) and, solely with respect to Section 9.1, CD&R ALLIED HOLDINGS, L.P., a limited partnership organized under the laws of the Cayman Islands (“CD&R Investor”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Investment Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • Illinois
THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 9th day of February 2015, by and between Atkore International, Inc. and William Taylor (“Employee”).
ADDITIONAL LENDER JOINDER AGREEMENTAdditional Lender Joinder Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS ADDITIONAL LENDER JOINDER AGREEMENT, dated as of December 17, 2014 (this “Agreement”), by and among PNC Bank, National Association, The Huntington National Bank, Citizens Bank, National Association and JPMorgan Chase Bank, N.A. (each an “Additional Lender” and collectively the “Additional Lenders”), ATKORE INTERNATIONAL, INC., a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers from time to time party to the Credit Agreement (as defined below) (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”) and the Administrative Agent (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTIntercreditor Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • 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”).
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by ATKORE INTERNATIONAL HOLDINGS INC., ATKORE INTERNATIONAL, INC., and certain of its Subsidiaries, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent Dated as of April 9, 2014Guarantee and Collateral Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 9, 2014, made by ATKORE INTERNATIONAL HOLDINGS INC., a Delaware corporation (“Holdings”), ATKORE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”) and certain Subsidiaries of the Borrower from time to time party hereto, in favor of DEUTSCHE BANK AG NEW YORK 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.
TERMINATION AGREEMENTTermination Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Termination Agreement (this “Agreement”), dated as of April 9th, 2014, is entered into among Atkore International Group Inc., a Delaware corporation (“Atkore International Group”), Atkore International Holdings Inc., a Delaware corporation (“Atkore Holdings”), Atkore International Inc., a Delaware corporation (“Atkore Opco” and, together with Atkore International Group and Atkore Holdings, the “Atkore Parties”), Tyco International Ltd., a company limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“TIL”), Tyco International Holdings S.a.r.l. (“Tyco Investor”), a company organized under the laws of Luxembourg, Tyco International Management Company, LLC, a Nevada limited liability company (“Tyco Manager” and, together with TIL and Tyco Investor, the “Tyco Parties”)) and CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor” and together with the Atkore Parties and the Tyco Parties, the “Parties”). Capitalized terms used
Clayton, Dubilier & Rice, LLCAtkore International Group Inc. • April 15th, 2016 • Miscellaneous electrical machinery, equipment & supplies • New York
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law that would require application of laws of any other jurisdiction. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon any third party any rights or remedies against any party hereto. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the heirs, legal representatives and successors of the parties hereto. The parties hereto agree that this Agreement contains the entire understanding between the parties hereto relating to the subject matter hereof.
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT, dated as of October 14, 2015 (this “Amendment”), among ATKORE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by ATKORE INTERNATIONAL HOLDINGS INC., ATKORE INTERNATIONAL, INC., and certain of its Subsidiaries, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent Dated as of April 9, 2014Guarantee and Collateral Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 9, 2014, made by ATKORE INTERNATIONAL HOLDINGS INC., a Delaware corporation (“Holdings”), ATKORE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”) and certain Subsidiaries of the Borrower from time to time party hereto, in favor of DEUTSCHE BANK AG NEW YORK 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.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of October 14, 2015 (this “Amendment”), among ATKORE INTERNATIONAL, INC., a Delaware corporation (the “Borrower”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 15th, 2016 • Atkore International Group Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 3, 2011 (this “Amendment”), among ATKORE INTERNATIONAL, INC., a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers (together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), UBS AG, STAMFORD BRANCH, as an issuing lender, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties, DEUTSCHE BANK AG NEW YORK BRANCH, as co-collateral agent, and UBS LOAN FINANCE LLC, as swingline lender.
