SECURITY AGREEMENT DATED 30 SEPTEMBER 2010 BETWEEN THE CHARGORS and WILMINGTON TRUST FSB as collateral agent Allen & Overy LLPSecurity Agreement • June 24th, 2011 • Gates Engineering & Services FZCO
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 24, 2011, among Gates Powertrain UK Limited (the “New Guarantor”), an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Pinafore, LLC Pinafore, Inc. Pinafore Acquisitions Limited Other Guarantors and Banc of America Securities LLC Citigroup Global Markets Inc. Barclays Capital Inc. RBC Capital Markets Corporation UBS...Registration Rights Agreement • June 24th, 2011 • Gates Engineering & Services FZCO • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2010, by and among Pinafore, LLC, a Delaware limited liability company (“LLC Co-Issuer”) and Pinafore, Inc., a Delaware corporation (“Corporate Co-Issuer” and together with Pinafore, LLC, the “Issuers”), Pinafore Acquisitions Limited (“Bidco”), the other guarantors party hereto and the other entities listed on Schedule 1 hereto that become a party hereto from time to time by executing a joinder agreement in the form attached hereto as Exhibit A or otherwise reasonably satisfactory to the Initial Purchasers (the “Other Guarantors” and, together with Bidco, the “Guarantors”), and Banc of America Securities LLC, Citigroup Global Markets, Inc., Barclays Capital Inc., RBC Capital Markets Corporation and UBS Securities LLC, as Representatives of the initial purchasers listed on Schedule 2 hereto (collectively, the “Initial Purchasers”) each of whom has agreed to purchase the Issuers’ 9% Senior
PINAFORE, LLC and PINAFORE, INC. as Issuers, PINAFORE HOLDINGS, B.V. as Holdings and the Note Guarantors named herein 9% Senior Secured Second Lien Notes due 2018 INDENTURE Dated as of September 29, 2010 WILMINGTON TRUST FSB, as Trustee and Collateral...Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
INDENTURE dated as of September 29, 2010 among PINAFORE, LLC, a Delaware limited liability company (“Finance LLC”), PINAFORE, INC., a Delaware corporation (“Finance Co” and together with Finance LLC, each an “Issuer” and together, the “Issuers”), PINAFORE HOLDINGS, B.V. (“Holdings”), the Note Guarantors and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
dated as of September 29, 2010 among THE GRANTORS IDENTIFIED HEREIN and WILMINGTON TRUST FSB, as Collateral AgentSecurity Agreement • June 24th, 2011 • Gates Engineering & Services FZCO • New York
Reference is made to that certain Indenture, dated as of September 29, 2010 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among PINAFORE, LLC, a Delaware limited liability company, PINAFORE, INC., a Delaware corporation (collectively, the “Issuers”), PINAFORE HOLDINGS B.V. (“Holdings”), the other Note Guarantors from time to time party thereto and Wilmington Trust FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and as Collateral Agent, pursuant to which the Issuers have issued $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (together with the Exchange Securities and any Additional Securities issued under the Indenture, the “Securities”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 23, 2010, among the entity set forth on Schedule I hereto (the “New Guarantor” or the “Belgian Guarantor”), an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 23, 2011, among the entities set forth on Schedule I hereto (each a “New Guarantor”), an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 21, 2010, among the entities set forth on Schedule I hereto (each, a “New Guarantor”), each an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PINAFORE, LLCLimited Liability Company Agreement • June 24th, 2011 • Gates Engineering & Services FZCO • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Pinafore, LLC (the “Company”) is effective as of September 28, 2010 and is entered into by The Gates Corporation, a Delaware corporation (“Gates”), and Tomkins Corporation, a Delaware corporation (“Tomkins” and, together with Gates, the “Members”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 3, 2011, among Gates Engineering & Services Hamriyah FZE (the “New Guarantor”), an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 18, 2010, among the entities set forth on Schedule I hereto (each a “New Guarantor”), each an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • June 24th, 2011 • Gates Engineering & Services FZCO • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 20, 2011, among the entity set forth on Schedule I hereto (the “New Guarantor”), an indirect subsidiary of Pinafore Holdings B.V. (or its successor) (“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
