Exchange and Registration Rights AgreementAllegion PLC • October 15th, 2013 • Services-detective, guard & armored car services • New York
Allegion US Holding Company Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 in aggregate principal amount of its 5.75% Senior Notes due 2021 (the “Securities”), which are unconditionally guaranteed by Allegion public limited company (“Parent”), which, upon the completion of the Separation (as defined in the Purchase Agreement), will become the parent company of the Company and each of the other guarantors listed on Schedule II to the Purchase Agreement (together with Parent, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CREDIT AGREEMENT dated as of[●], 2013, among ALLEGION PUBLIC LIMITED COMPANY, ALLEGION US HOLDING COMPANY INC., as the Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • October 15th, 2013 • Allegion PLC • Services-detective, guard & armored car services • New York
CREDIT AGREEMENT dated as of [●], 2013 (this “Agreement”), among ALLEGION PUBLIC LIMITED COMPANY, an Irish public limited company, ALLEGION US HOLDING COMPANY INC., a Delaware corporation, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
TAX MATTERS AGREEMENTTax Matters Agreement • October 15th, 2013 • Allegion PLC • Services-detective, guard & armored car services • New York
This TAX MATTERS AGREEMENT is dated as of [ ], by and among Ingersoll-Rand plc, an Irish public limited company (“IR”) and Allegion plc, an Irish public limited company (“Allegion”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 15th, 2013 • Allegion PLC • Services-detective, guard & armored car services • New York
THIS EMPLOYEE MATTERS AGREEMENT, dated as of [], 2013, is entered into by and between Ingersoll-Rand plc (“IR”), and Allegion plc (“Allegion”). IR and Allegion are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
SEPARATION AND DISTRIBUTION AGREEMENT by and between Ingersoll-Rand plc and Allegion plc Dated as of [●]Separation and Distribution Agreement • October 15th, 2013 • Allegion PLC • Services-detective, guard & armored car services • New York
List of Schedules Schedule 1.1(4)(i) Allegion Business Units Schedule 1.1(4)(iii) Specified Allegion Assets Schedule 1.1(4)(iv) Allegion Owned Real Property Schedule 1.1(4)(v) Allegion Leased Real Property Schedule 1.1(4)(ix) Allegion Intellectual Property Schedule 1.1(10)(iv) Specified Allegion Liabilities Schedule 1.1(10)(viii) Allegion Discontinued Operations Schedule 1.1(10)(x) Allegion Litigation and Disputes Schedule 1.1(21) Company Policies Schedule 1.1(24) Continuing Arrangements Schedule 2.2(a) Transfers to Occur Post Distribution Schedule 2.3(a) Shared Contracts Schedule 2.10(a)(i) Certain IR Guarantees Schedule 2.10(a)(ii) Certain Allegion Guarantees Schedule 10.5 Separation Expenses List of Exhibits Exhibit A Employee Matters Agreement Exhibit B Tax Matters Agreement Exhibit C Transition Services Agreement
GUARANTEE AND COLLATERAL AGREEMENTdated as of[l], 2013amongALLEGION PUBLIC LIMITED COMPANY,ALLEGION US HOLDING COMPANY INC.,THE SUBSIDIARY LOAN PARTIESIDENTIFIED HEREINandJPMORGAN CHASE BANK, N.A.,as Administrative Agent and Collateral AgentGuarantee and Collateral Agreement • October 15th, 2013 • Allegion PLC • Services-detective, guard & armored car services • New York
Date] [Name] [Address] Dear [__________]:Allegion PLC • October 15th, 2013 • Services-detective, guard & armored car services
This Agreement (“Agreement”) by and between Ingersoll-Rand plc (hereinafter referred to as “IR” or “Company”) and you sets forth the specific payments for you should IR fully and successfully separate the residential security and commercial security businesses as described in the Company’s announcement on December 10, 2012 (collectively, “Security Business”) to new ownership through a spin-off, merger, sale or other similar transaction or series of transactions (collectively, the “Spin-off”).
SCHLAGE LOCK COMPANY LLC ELECTED OFFICERS SUPPLEMENTAL PROGRAM Effective as of the Effective Date as defined in the Separation and Distribution Agreement by and between Ingersoll-Rand plc and Allegion plcDistribution Agreement • October 15th, 2013 • Allegion PLC • Services-detective, guard & armored car services • Delaware
SCHLAGE LOCK COMPANY LLC KEY MANAGEMENT SUPPLEMENTAL PROGRAM Effective as of the Effective Date as defined in the Separation and Distribution Agreement by and between Ingersoll-Rand plc and Allegion plcAllegion PLC • October 15th, 2013 • Services-detective, guard & armored car services • Delaware
Schlage Lock Company LLC (the “Company”) has established and adopted this Schlage Lock Company LLC Key Management Supplemental Program (the “Program”) effective as of the Effective Date (as defined herein) to provide supplemental retirement benefits to certain employees who were accruing benefits under the Ingersoll-Rand Company Key Management Supplemental Program (the “IR Program”) immediately prior to the spin-off of Allegion plc and its subsidiaries from Ingersoll-Rand plc, who remained employed with the Company or one of its affiliates immediately after the Effective Date, and who thereby did not incur a Separation from Service under the IR Program. The Program does not provide benefits for any other employees of the Company or its affiliates.
DATE] [Name] [Address] Dear [___________]:Allegion PLC • October 15th, 2013 • Services-detective, guard & armored car services
This Agreement (“Agreement”) by and between Ingersoll-Rand (China) Investment Co., Ltd. (hereinafter referred to as “IR” or “Company”) and you sets forth the specific payments for you should IR fully and successfully separate the residential security and commercial security businesses as described in the Company’s announcement on December 10, 2012 (collectively, “Security Business”) to new ownership through a spin-off, merger, sale or other similar transaction or series of transactions (collectively, the “Spin-off”).
SCHLAGE LOCK COMPANY LLC SUPPLEMENTAL PENSION PLAN Effective as of the Effective Date as defined in the Separation and Distribution Agreement by and between Ingersoll-Rand plc and Allegion plcAllegion PLC • October 15th, 2013 • Services-detective, guard & armored car services • Delaware
Schlage Lock Company LLC (the “Company”) maintains the Schlage Lock Company LLC Pension Plan (the “Qualified Pension Plan”) for U.S. salaried employees employed by the Company and certain affiliates of the Company (the “Employees”), under which benefits are subject to plan qualification limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”).
