FORM OF CREDIT AGREEMENT dated as of November , 2007 among ATLAS CANAMPAC ACQUISITION CORP., as Borrower, and ATLAS INDUSTRIES HOLDINGS LLC, as LenderCredit Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes)
This Credit Agreement dated as of November , 2007 (as amended, restated or otherwise modified from time to time, this “Agreement”) by and between ATLAS CANAMPAC ACQUISITION CORP., a Delaware corporation (“Borrower”), and ATLAS INDUSTRIES HOLDINGS LLC, a Delaware limited liability company, as lender (together with its successors and assigns, “Lender”).
Form of PURCHASE AGREEMENT among ATLAS INDUSTRIES HOLDINGS LLC, the Parent, ATLAS FOREST ACQUISITION CORP., the Buyer FOREST RESOURCES LLC, the Company and FOREST INVESTMENTS LLC, TRAL INVESTMENTS LLC, THE INDIVIDUALS LISTED ON THE SIGNATURE PAGES...Iv Purchase Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This PURCHASE AGREEMENT ("Agreement") is made as of , 2007, by and among Atlas Industries Holdings LLC, a Delaware limited liability company (the "Parent"), Atlas Forest Acquisition Corp., a Delaware corporation (the "Buyer"), Forest Resources LLC, a Delaware limited liability company (the "Company"), Forest Investments LLC, a Delaware limited liability company ("FR Investments"), TRAL Investments LLC, a Delaware limited liability company ("TRAL"), the individuals listed on the signature pages hereto (the "Investors" and, together with FR Investments and TRAL, the "Sellers" and, each individually, a "Seller"). Capitalized terms shall have the meaning set forth in Section 1 hereof.
FORM OF THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ATLAS INDUSTRIES HOLDINGS LLC Dated as of October , 2007Operating Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT shall be effective as of the __th day of October, 2007 (this “Agreement”), and is entered into by ATLAS INDUSTRIES MANAGEMENT LLC, as the Allocation Member and Manager (as defined herein), and the other Persons who become members pursuant to the terms hereof. The Members hereby agree to the amendment and restatement of the Operating Agreement, dated as of December 26, 2006 (the “Initial Agreement”), as previously amended and restated by the Amended and Restated Operating Agreement, dated as of February 9, 2007 (the “First Amended and Restated Operating Agreement”), and the Second Amended and Restated Operating Agreement, dated as of April 25, 2007 (the “Second Amended and Restated Operating Agreement”), as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Article II.
Form of PURCHASE AGREEMENT among ATLAS INDUSTRIES HOLDINGS LLC, the Parent, ATLAS CANAMPAC ACQUISITION CORP., the Buyer Parent, ATLAS CANAMPAC ACQUISITION ULC, the Buyer, CANAMPAC ULC, the Company -and- FR KITCHENER LLC, Kitchener -and- 2101358...V Purchase Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • New York
This PURCHASE AGREEMENT ("Agreement") is made as of , 2007, by and among Atlas Industries Holdings LLC, a Delaware limited liability company (the "Parent"), Atlas CanAmPac Acquisition Corp., a Delaware corporation (the "Buyer Parent"), Atlas CanAmPac Acquisition ULC, a Nova Scotia unlimited liability company (the "Buyer"), CanAmPac ULC, a Nova Scotia unlimited liability company (the "Company"), FR Kitchener LLC, a Delaware limited liability company ("Kitchener"), 2101358 Ontario Limited, a corporation existing under the laws of Ontario ("2101358" and, together with Kitchener, the "Sellers" and, each individually, a "Seller"). Capitalized terms shall have the respective meanings set forth in SECTION 1 hereof.
QuickLinks -- Click here to rapidly navigate through this documentAtlas Industries Holdings LLC • October 25th, 2007 • Converted paper & paperboard prods (no contaners/boxes) • New York
FERRIS, BAKER WATTS, INCORPORATED JMP SECURITIES LLC OPPENHEIMER & CO. J.J.B. HILLIARD, W.L. LYONS, INC. SMH CAPITAL INC. c/o Ferris, Baker Watts, Incorporated, As Representative of the Several Underwriters 100 Light Street Baltimore, MD 21202
Form of LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT OF METAL RESOURCES LLC By and Among Michigan Seamless Tube LLC as the Company, The Members of Metal Resources LLC as Sellers, Atlas Industries Holdings LLC as the Parent and Atlas Metal...Limited Liability Company Interest Purchase Agreement • October 25th, 2007 • Atlas Industries Holdings LLC • Converted paper & paperboard prods (no contaners/boxes) • Delaware
THIS LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENT ("Agreement") is made and entered into as of October [ ], 2007, by and among ATLAS METAL ACQUISITION CORP., a corporation organized under the laws of the State of Delaware (the "Purchaser"), ATLAS INDUSTRIES HOLDINGS LLC, a limited liability company organized under the laws of the State of Delaware (the "Parent"), MICHIGAN SEAMLESS TUBE LLC, a limited liability company organized under the laws of the State of Delaware (the "Company"), METAL RESOURCES LLC ("Metal Resources"), a limited liability company organized under the laws of the State of Delaware, and the Members of Metal Resources set forth on the signature page hereto (collectively, the "Sellers").
