Exhibit 10.2





Exhibit 10.2




EXECUTION COPY




FOURTH AMENDMENT TO LOAN AGREEMENT




THIS FOURTH AMENDMENT TO LOAN AGREEMENT is dated as of August 7, 2009 (this “Fourth
Amendment”) and is among THE HILLMAN COMPANIES, INC., (“Holdings”), HILLMAN INVESTMENT
COMPANY (“Intermediate Holdings”), THE HILLMAN GROUP, INC. (the “Borrower” and
together with Holdings and Intermediate Holdings, collectively, the “Loan Agreement
Parties”), AEA MEZZANINE FUND II LP (“AEA II LP”), AEA MEZZANINE FUND II LLC (“AEA
II LLC”), AEA MEZZANINE (UNLEVERAGED) FUND LP (“AEA Unleveraged”; with AEA II LP, AEA
II LLC and AEA Unleveraged hereinafter referred to, collectively, as the “AEA HOLDERS”),
CONNECTICUT GENERAL LIFE INSURANCE COMPANY (“CGLIC”), LIFE INSURANCE COMPANY OF NORTH
AMERICA (“LINA”; with CGLIC and LINA hereinafter referred to, collectively, as the
“CIGNA HOLDERS”), DICK & BETSY DEVOS FOUNDATION (“DBDEVOS”), VANDERWEIDE FAMILY
FOUNDATION (“VWFF”), DOUGLAS & MARIA DEVOS FOUNDATION (“DMDEVOS”), THE JERRY &
MARCIA TUBERGEN FOUNDATION (“JMTF”; with DBDEVOS, VWFF, DMDEVOS and JMTF hereinafter
referred to, collectively, as the “RDV HOLDERS”) and GE BUSINESS FINANCIAL SERVICES INC.
(formerly known as Merrill Lynch Business Financial Services Inc.) (“GEBFS” and together
with the AEA HOLDERS, the CIGNA HOLDERS and the RDV Holders and with their respective successors
and assigns, the “Lenders” and each a “Lender”). All capitalized terms used herein
and not otherwise defined herein shall have the respective meanings provided such terms in the Loan
Agreement (as defined below), as amended hereby.



W I T N E S S E T H




WHEREAS, Loan Agreement Parties and Allied Capital Corporation (“Allied Capital”)
entered into a Loan Agreement dated as of March 31, 2004 (the “Initial Loan Agreement”);



WHEREAS, the Loan Agreement Parties, Allied Capital and GEBFS (as assignee of Allied Capital
pursuant to an assignment agreement dated as of April 12, 2004), entered into that certain Second
Amendment to Loan Agreement dated as of July 21, 2006 (the “Second Amendment”) amending the
Initial Loan Agreement;



WHEREAS, the Loan Agreement Parties and the Lenders, entered into that certain Consent,
Agreement and Third Amendment to Loan Agreement and Amendment to Guaranty dated as of May 6, 2009
(the “Third Amendment”) further amending the Initial Loan Agreement (as so amended by the
Second Amendment and the Third Amendment and as further amended or modified from time to time, the
“Loan Agreement”); and



WHEREAS, the Loan Agreement Parties desire to make certain amendments to the Loan Agreement,
including, but not limited to, extending the maturity of the Loans, and the Lenders have agreed to
such amendments subject to the terms and conditions set forth herein.



NOW, THEREFORE in consideration of the mutual agreements, provisions and covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


 









 





ARTICLE I.

AMENDMENTS TO THE LOAN AGREEMENT




Section 1.01 The definition of “Consolidated EBITDA” appearing in Section 1.01 of the
Loan Agreement is hereby amended by (i) deleting the word “and” appearing after clause (O) thereof
and inserting a comma in lieu thereof, (ii) inserting a comma after clause (P) thereof and (iii)
inserting the following new clauses (Q) and (R) after clause (P) thereof:




“(Q) fees, costs and expenses related to the consummation of the Fourth Amendment and
the transactions contemplated thereby (including, but not limited to, the amendment to the
Senior Credit Agreement and each other Senior Finance Document contemplated thereby)
incurred no later than one (1) month following the Fourth Amendment Effective Date, not to
exceed $3,200,000 in the aggregate and (R) fees paid in connection with the funding of Term
B-3 Loans (as defined in the Senior Credit Agreement) pursuant to any fee letter between the
Borrower and Administrative Agent (as defined in the Senior Credit Agreement.”



Section 1.02 The definition of “Consolidated Scheduled Debt Payments” appearing in
Section 1.01 of the Loan Agreement is hereby amended by deleting said definition in its entirety
and inserting the following new definition in lieu thereof:




“Consolidated Scheduled Debt Payments” means, for any period, the sum of all
scheduled payments of principal on the Subordinated Debentures and all other Consolidated
Funded Debt (including, without limitation, the principal component of Capital Lease
Obligations and Purchase Money Debt) paid or payable during such period, but excluding
payments due on Revolving Loans and Swingline Loans (each under and as defined in the Senior
Credit Agreement and as modified in accordance with the terms of the Senior Credit
Agreement) during such period and Principal Amortization Payments (as defined in the Senior
Credit Agreement as in effect on the Fourth Amendment Effective Date) on account of Term B-1
Loans (as defined in the Senior Credit Agreement) to the extent funded with the proceeds of
Term B-3 Loans (as defined in the Senior Credit Agreement) in accordance with the terms of
Section 2.01(d) of the Senior Credit Agreement); provided that Consolidated
Scheduled Debt Payments for any period shall not include voluntary prepayments of
Consolidated Funded Debt, mandatory prepayments of the Term B Loans (under and as defined in
the Senior Credit Agreement and as modified in accordance with the terms of the Senior
Credit Agreement) pursuant to Section 2.09(b) of the Senior Credit Agreement or
other mandatory prepayments (other than by virtue of scheduled amortization (exclusive of
Applicable Principal Amortization Payments (as defined in the Senior Credit Agreement as in
effect on the Fourth Amendment Effective Date) to the extent funded with the proceeds of
Term B-3 Loans (as defined in the Senior Credit Agreement) in accordance with the terms of
Section 2.01(d) of the Senior Credit Agreement) of Consolidated Funded Debt (but
Consolidated
Scheduled Debt Payments for a period shall be adjusted to reflect the effect on
scheduled payments of principal for such period of the application of any prepayments of
Consolidated Funded Debt during or preceding such period); provided,
however, that Consolidated Scheduled Debt Payments for any fiscal quarter shown on
Schedule 1.01G


 


2









 






hereto shall be deemed to equal the applicable amount set forth
opposite such fiscal quarter on Schedule 1.01G.”



Section 1.03 The definition of “Maturity Date” appearing in Section 1.01 of the Loan
Agreement is hereby amended by deleting said definition in its entirety and inserting the following
new definition in lieu thereof:




“Maturity Date” means September 30, 2012.”



Section 1.04 The definition of “Permitted Business Acquisition” appearing in Section
1.01 of the Loan Agreement is hereby amended by deleting the table appearing therein in its
entirety and inserting the following new table in lieu thereof:



	 	 	 	 	 
	“Calendar Quarters Ended During	 	Ratio	 
	 
	 	 	 	 
	Closing Date through 3/31/05
	 	 	4.65 to 1.0	 
	 
	 	 	 	 
	4/1/05 through 9/30/05
	 	 	4.50 to 1.0	 
	 
	 	 	 	 
	10/01/05 through 3/31/06
	 	 	4.25 to 1.0	 
	 
	 	 	 	 
	4/01/06 through 9/30/06
	 	 	4.00 to 1.0	 
	 
	 	 	 	 
	10/01/06 through 6/30/07
	 	 	3.75 to 1.0	 
	 
	 	 	 	 
	7/01/07 through 6/30/08
	 	 	3.50 to 1.0	 
	 
	 	 	 	 
	7/01/08 through 9/30/08
	 	 	3.50 to 1.0	 
	 
	 	 	 	 
	10/01/08 through 12/31/08
	 	 	3.25 to 1.0	 
	 
	 	 	 	 
	1/01/09 through 12/31/09
	 	 	3.00 to 1.0	 
	 
	 	 	 	 
	1/01/10 through 12/31/10
	 	 	2.75 to 1.0	 
	 
	 	 	 	 
	1/01/11 through 3/31/11
	 	 	2.50 to 1.0	 
	 
	 	 	 	 
	4/01/11 through 9/30/12
	 	 	2.25 to 1.0”	 






Section 1.05 Section 1.01 of the Loan Agreement is hereby further amended by inserting in the
appropriate alphabetical order the following new definition:




“Fourth Amendment” means that certain Fourth Amendment to this Agreement, dated
as of August 7, 2009, among Holdings, Intermediate Holdings, the Borrower and the Lenders.


 


3









 






“Fourth Amendment Effective Date” has the meaning set forth in the Fourth
Amendment.



Section 1.06 Section 1.03 of the Loan Agreement is hereby amended by inserting the following
new sentence at the end thereof:




“Notwithstanding any other provision contained herein, all terms of an accounting or
financial nature used herein shall be construed, and all computations of amounts and ratios
referred to herein shall be made, without giving effect to any election made under Statement
of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a
similar result or effect) to value any Debt or other liabilities of any Credit Party or any
of its Subsidiaries at “fair value”, as defined therein.”



Section 1.07 Section 6.01 of the Loan Agreement is hereby amended by (i) deleting the
parenthetical “(which shall not be qualified or limited in any material respect)” appearing in
clause (a) thereof and inserting the parenthetical “(which shall not be qualified or limited in any
material respect; provided that a qualification or exception may be included in any audit
report for any period ending within the twelve (12) month period preceding the Maturity Date or the
latest Term B Maturity Date (as defined in the Senior Credit Agreement as in effect on the Fourth
Amendment Effective Date) to the extent such qualification is made solely as a result of the Loans
or such Term B Loan (as defined in the Senior Credit Agreement as in effect on the Fourth Amendment
Effective Date), as applicable, being reported as short term indebtedness)” in lieu thereof, and
(ii) inserting the parenthetical “(or within 60 days after the end of the fiscal quarter ended June
30, 2009)” immediately following the words “the first three fiscal quarters in each fiscal year of
the Borrower” appearing in clause (b) thereof.“



Section 1.08 Section 7.08(d) of the Loan Agreement is hereby amended by deleting the date
“3/31/11” appearing in the table set forth in clause (i) thereof and inserting the date “9/30/12”
in lieu thereof.



Section 1.09 Section 7.14 of the Loan Agreement is hereby amended by deleting the table
appearing therein in its entirety and inserting the following new table in lieu thereof:



	 	 	 	 	 
	“Period	 	Amount	 
	2004
	 	$	17,250,000	 
	 
	 	 	 	 
	2005
	 	$	17,250,000	 
	 
	 	 	 	 
	2006
	 	$	17,250,000	 
	 
	 	 	 	 
	2007
	 	$	18,400,000	 
	 
	 	 	 	 
	2008
	 	$	18,400,000	 
	 
	 	 	 	 
	2009
	 	$	19,550,000	 






 


4









 





	 	 	 	 	 
	“Period	 	Amount	 
	2010
	 	$	19,550,000	 
	2011
	 	$	20,700,000	 
	2012
	 	$	20,700,000”	 






Section 1.10 Section 7.17(a) of the Loan Agreement is hereby amended by deleting the table
appearing therein in its entirety and inserting the following new table in lieu thereof:



	 	 	 	 	 
	“Calendar Quarters Ended During	 	Ratio	 
	 
	 	 	 	 
	Closing Date through 3/31/05
	 	 	5.64 to 1.0	 
	 
	 	 	 	 
	4/1/05 through 9/30/05
	 	 	5.46 to 1.0	 
	 
	 	 	 	 
	10/01/05 through 3/31/06
	 	 	5.18 to 1.0	 
	 
	 	 	 	 
	4/01/06 through 9/30/06
	 	 	5.14 to 1.0	 
	 
	 	 	 	 
	10/01/06 through 6/30/07
	 	 	4.85 to 1.0	 
	 
	 	 	 	 
	7/01/07 through 6/30/08
	 	 	4.56 to 1.0	 
	 
	 	 	 	 
	7/01/08 through 9/30/08
	 	 	4.31 to 1.0	 
	 
	 	 	 	 
	10/01/08 through 12/31/08
	 	 	4.06 to 1.0	 
	 
	 	 	 	 
	1/01/09 through 12/31/09
	 	 	3.70 to 1.0	 
	 
	 	 	 	 
	1/01/10 through 12/31/10
	 	 	3.38 to 1.0	 
	 
	 	 	 	 
	1/01/11 through 3/31/11
	 	 	3.09 to 1.0	 
	 
	 	 	 	 
	4/01/11 through 9/30/12
	 	 	2.84 to 1.0”	 






Section 1.11 Section 9.16 of the Loan Agreement is hereby amended by deleting clauses (a) and
(b) appearing therein and inserting the following new clauses (a) and (b) in lieu thereof:



“(a) Each of the Credit Parties hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any court of the State of New York in New York
County, or of the United States for the Southern District of New York, in any action or proceeding
arising out of or relating to this Agreement or the other Subordinated Debentures Documents, or for
recognition of enforcement of any judgment and each of the


 


5









 





parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such courts. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdiction by suit on the
judgment or in any other manner provided by applicable Law. Nothing in this Agreement shall affect
any right that the Lenders may otherwise have to bring any action or proceeding relating to this
Agreement or any other Subordinated Debentures Document against such Credit Party or their
properties in the courts of any jurisdiction.



(b) Each of the Credit Parties hereby irrevocable and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or the other Subordinated Debentures Documents in any court of the State of New York in New York
County, or of the United States for the Southern District of New York. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an
inconvenient forum to the maintenance of such suit, action or proceeding in any such court.”



ARTICLE II.

CONDITIONS TO EFFECTIVENESS




Section 2.01 Conditions to Effectiveness of this Fourth Amendment. This Fourth
Amendment, and the amendments contained herein, shall become effective as of the date hereof on the
date (the “Fourth Amendment Effective Date”) when each of the following conditions
precedent have been fulfilled to the reasonable satisfaction of the Lenders or waived by the
Lenders:



(a) Execution and Delivery of this Fourth Amendment. The Loan Agreement Parties and
each Lender shall have executed and delivered a counterpart of this Fourth Amendment.



(b) Closing Agenda Documents, etc. The Lenders shall have received each of the
documents, agreements, instruments and other deliveries set forth in the closing agenda attached
hereto as Exhibit C, in each case, duly executed and delivered, as applicable, and in form
and substance reasonably satisfactory to the Lenders.



(c) Representations and Warranties. The representations contained in Section
3 of this Fourth Amendment shall be true, complete and correct.



(d) Revolving Outstandings. After giving effect to this Fourth Amendment and the
payment of all fees, costs and expenses in connection herewith, (i) there shall not be
more than $6,000,000 in Revolving Outstandings (as defined in the Senior Credit Agreement)
outstanding and (ii) the lesser of the Revolving Committed Amount (as defined in the Senior Credit
Agreement) and $20,000,000 shall exceed aggregate Revolving Outstandings (as defined in the Senior
Credit Agreement) by at least $14,000,000.


 


6









 





(e) Consolidated EBITDA. The Lenders shall have received reasonably satisfactory
evidence (including reasonably satisfactory supporting schedules and other data) that pro-forma
Consolidated EBITDA of Holdings and its subsidiaries for the trailing twelve (12) months ended as
of June 30, 2009, including such adjustments as are reasonably acceptable to the Lenders, shall not
be less than $77,000,000.



(f) Material Adverse Effect. There shall not, as reasonably determined by the Lenders,
have occurred any change, development or event that has or would reasonably be expected to have a
material adverse effect on the operations, business, properties, prospects or condition (financial
or otherwise) of the Credit Parties and their Subsidiaries taken as a whole.



(g) Senior Credit Agreement Amendment. The Lenders shall have received a
fully-executed copy of the amendment to the Senior Credit Agreement and each other Senior Finance
Document executed in connection therewith, in each case, in form and substance reasonably
satisfactory to the Lenders.



(h) Litigation. There shall be no order or injunction or pending litigation in which
there is a reasonable possibility of a decision which would have a material adverse affect on any
Credit Party or any of its Subsidiaries and no pending litigation seeking to enjoin or prevent the
transactions contemplated hereby.



(i) Default or Event of Default. No Default or Event of Default shall have occurred
and be continuing.



(j) Acknowledgement. The Lenders shall have received counterparts of an
Acknowledgement and Agreement, substantially in the form of Exhibit A hereto, duly executed
by each of the Guarantors who are (or who are required by the Loan Agreement to be) Credit Parties.



(k) Allonge. The Borrower shall have executed and delivered to each Lender an allonge
with respect to each Debenture, in each case substantially in the form attached hereto as
Exhibit B.



(l) Fees and Expense. The Loan Agreement Parties shall have paid all fees, including,
without limitation, the Amendment Fee (as defined below), and all reasonable out-of-pocket costs
and expenses incurred by the Lenders in connection with this Amendment and the other documents
executed in connection therewith, including, without limitation, all reasonable attorneys’ fees.



(m) Other. The Lenders shall have received such other documents, instruments,
agreements or information as may be reasonably requested by the Lenders.




Section 2.02 Effects of this Fourth Amendment.



(a) On the Fourth Amendment Effective Date, the Loan Agreement will be automatically amended
to reflect the amendments thereto provided for in this Fourth Amendment. On and after the Fourth
Amendment Effective Date, the rights and obligations of


 


7









 





the parties hereto shall be governed by the
Loan Agreement, as amended by this Fourth Amendment. Once the Fourth Amendment Effective Date has
occurred, all references to the Loan Agreement in any document, instrument, agreement, or writing
shall be deemed to refer to the Loan Agreement as amended by this Fourth Amendment. Promptly after
the Fourth Amendment Effective Date occurs, the Lenders shall notify the Borrowers and the Lenders
of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding on all
parties hereto.



(b) Other than as specifically provided herein, this Fourth Amendment shall not operate as a
waiver or amendment of any right, power or privilege of any Lender under the Loan Agreement or any
other Subordinated Debentures Document or of any other term or condition of the Loan Agreement or
any other Subordinated Debentures Document, nor shall the entering into of this Fourth Amendment
preclude any Lender from refusing to enter into any further waivers or amendments with respect
thereto. This Fourth Amendment is not intended by any of the parties hereto to be interpreted as a
course of dealing which would in any way impair the rights or remedies of any Lender except as
expressly stated herein, and no Lender shall have any obligation to extend credit to the Borrower
other than pursuant to the strict terms of the Loan Agreement and the other Subordinated Debentures
Documents, as amended or supplemented to date (including by means of this Fourth Amendment).



(c) The amendments to the interest provisions of the Subordinated Debentures effectuated
pursuant to the allonges executed and delivered pursuant to Section 2.01 (k) of this Fourth
Amendment shall take effect immediately upon the occurrence of the Fourth Amendment Effective Date.



Section 2.03 Amendment Fee. The Borrower shall pay to each Lender which has executed
a counterpart hereof an amendment fee equal to 0.25% of the aggregate principal amount of such
Lender’s Loans outstanding on the Fourth Amendment Effective Date (the “Amendment Fee”).



ARTICLE III.

REPRESENTATIONS AND WARRANTIES




Section 3.01 Representations and Warranties. In order to induce the Lenders to
consent to the amendments contained herein and to enter into this Fourth Amendment, each of
Holdings, Intermediate Holdings and the Borrower represents and warrants as set forth below:



(a) This Fourth Amendment constitutes the legal, valid and binding obligation of each of
Holdings, Intermediate Holdings and the Borrower enforceable in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing.



(b) The parties signatory to the Acknowledgment and Agreement delivered pursuant to
Section 2.01(j) of this Fourth Amendment constitute all of the Persons who (together


 


8









 





with
Holdings, Intermediate Holdings and the Borrower) are or are required under the terms of the
Subordinated Debentures Documents to be Credit Parties.



(c) The written statements and information contained in this Fourth Amendment and the other
documents, certificates and statements furnished to the Lenders on or prior to the Fourth Amendment
Effective Date by or on behalf of any Credit Party for use in connection with the transactions
contemplated by this Fourth Amendment, taken as a whole, do not, as of the Fourth Amendment
Effective Date, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially misleading.



(d) Each Loan Agreement Party hereby represents and warrants to each Lender that, as of the
Fourth Amendment Effective Date, the representations and warranties set forth in the Loan
Agreement, as amended by this Fourth Amendment, are true, correct and complete in all material
respects, except for such representations and/or warranties that expressly relate to an earlier
date (in which event such representations and/or warranties are true, correct and complete in all
material respect as of such earlier date).



ARTICLE IV.

MISCELLANEOUS




Section 4.01 Headings. The various headings of this Fourth Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this Fourth Amendment or any
provisions hereof.



Section 4.02 Execution in Counterparts. This Fourth Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement. A counterpart hereof executed and
delivered by facsimile or other electronic transmission shall be effective as an original.



Section 4.03 Successors and Assigns. This Fourth Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.



Section 4.04 Governing Law; Entire Agreement. THIS FOURTH AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. This Fourth Amendment constitutes the entire understanding among the parties hereto
with respect to the subject matter hereof and supersedes any prior agreements, written or oral,
with respect thereto.



Section 4.05 Subordinated Debentures Document Pursuant to Loan Agreement. This Fourth
Amendment is a Subordinated Debentures Document executed pursuant to the Loan Agreement and shall
be construed, administered and applied in accordance with all of the terms


 


9









 





and provisions of the
Loan Agreement (and, following the date hereof, the Loan Agreement, as amended hereby).



Section 4.06 Further Assurance. Each of the Loan Agreement Parties hereby agrees from
time to time, as and when requested by any Lender, to, and cause its Subsidiaries to, execute and
deliver or cause to be executed and delivered, all such documents, instruments and agreements and
to take or cause to be taken such further or other action as any Lender may reasonably deem
necessary or desirable in order to carry out the intent and purposes of this Fourth Amendment, the
Loan Agreement and the other Subordinated Debentures Documents.



Section 4.07 Submission to Jurisdiction. Any legal action or proceeding with respect
to this Fourth Amendment, the Loan Agreement or any other Subordinated Debentures Document may be
brought in the courts of the State of New York in New York County, or of the United States for the
Southern District of New York and, by execution and delivery of this Fourth Amendment, each Loan
Agreement Party hereby irrevocably accepts for itself and in respect of its property, generally and
unconditional, the nonexclusive jurisdiction of such courts. Each Loan Agreement Party irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to
the laying of the venue of any such proceeding brought in such court and any claim that any such
proceeding brought in any such court has been brought in an inconvenient forum. Each party to this
Fourth Amendment irrevocably consents to service of process in the manner provided for notices in
Section 9.01 of the Loan Agreement. Nothing in this Fourth Amendment will affect the right
of any party to this Fourth Amendment to serve process in any other manner permitted by applicable
Law.



Section 4.08 Severability. Any provision of this Fourth Amendment to which any Loan
Agreement Party is a party that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



Section 4.09 Continued Effectiveness; No Novation. Anything contained herein to the
contrary notwithstanding, neither this Fourth Amendment nor any of the Subordinated Debentures
Documents executed in connection herewith is intended to or shall serve to effect a novation of the
Obligations under the Loan Agreement and the other Subordinated Debentures Documents. Instead, it
is the express intention of the parties hereto to reaffirm the indebtedness created under the Loan
Agreement which is evidenced by the Loan Agreement, as amended hereby, and the notes, if any,
provided for therein. Each Loan Agreement Party acknowledges and confirms that it has no defense,
set off, claim or counterclaim against the Lenders with regard to the indebtedness, liabilities and
obligations created under the Loan Agreement and the other Subordinated Debentures Documents and
that the term “Obligations” as used in the Subordinated Debentures Documents (or any other term
used therein to describe or refer to the indebtedness, liabilities and obligations of the Loan
Agreement Parties and/or the other Credit
Parties to the Lenders) includes, without limitation, the indebtedness, liabilities and
obligations of the Loan Agreement Parties and the other Credit Parties under the Loan Agreement and
the other Subordinated Debentures Documents, in each case, as amended by, or in connection with,


 


10









 





this Fourth Amendment, as each of the foregoing further may be amended, modified, supplemented
and/or restated from time to time. The Subordinated Debentures Documents and all agreements,
instruments and documents executed or delivered in connection with any of the foregoing shall each
be deemed to be amended to the extent necessary to give effect to the provisions of this Fourth
Amendment.



Section 4.10 Release of Claims. In consideration of the agreements contained in this
Fourth Amendment, each Loan Agreement Party hereby irrevocably releases and forever discharge the
Lenders and their affiliates, subsidiaries, successors, assigns, directors, officers, employees,
agents, consultants and attorneys (each, a “Released Person”) of and from any and all
claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort,
implied or express warranty, strict liability, criminal or civil statute or common law of any kind
or character, known or unknown, which such Loan Agreement Party ever had or now has against any
Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions
of any Lender or any other Released Person relating to the Loan Agreement or any other Subordinated
Debentures Document on or prior to the date hereof.



[Signature Pages Follow]



 


11









 





IN WITNESS WHEREOF, the signatories hereto have caused this Fourth Amendment to be executed by
their respective officers thereunto duly authorized as of the day and year first above written.



	 	 	 	 	 	 	 
	THE BORROWER	 	THE HILLMAN GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	HOLDINGS	 	THE HILLMAN COMPANIES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	INTERMEDIATE HOLDINGS	 	HILLMAN INVESTMENT COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 


 









 





	 	 	 	 	 	 	 
	LENDERS	 	AEA MEZZANINE (UNLEVERAGED) FUND LP
	 
	 	 	 	 	 	 
	 	 	By: AEA MEZZANINE PARTNERS LP, its general
	 	 	partner
	 
	 	 	 	 	 	 
	 	 	By: AEA MEZZANINE MANAGEMENT GP LLC,
	 	 	its general partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Joseph D. Carrabino, Jr.
	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	AEA MEZZANINE FUND II LP
	 
	 	 	 	 	 	 
	 	 	By: AEA MEZZANINE PARTNERS II LP,
	 	 	its general partner
	 
	 	 	 	 	 	 
	 	 	By: AEA MEZZANINE MANAGEMENT II GP
	 	 	LLC, its general partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Joseph D. Carrabino, Jr.
	 	 
	 

	 	 	 	Title: Managing Member	 	 
	 
	 	 	 	 	 	 
	 	 	AEA MEZZANINE FUND II LLC
	 
	 	 	 	 	 	 
	 	 	By: AEA MEZZANINE PARTNERS II LP,
	 	 	its managing member
	 
	 	 	 	 	 	 
	 	 	By: AEA MEZZANINE MANAGEMENT II
	 	 	GP LLC, its general partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Joseph D. Carrabino, Jr.
	 	 
	 

	 	 	 	Title: Managing Member	 	 






[Signature Page to Fourth Amendment to Loan Agreement]



 


 









 





	 	 	 	 	 	 	 
	 	 	DICK & BETSY DEVOS FOUNDATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Robert H. Schierbeek
	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	VANDERWEIDE FAMILY FOUNDATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Robert H. Schierbeek
	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	DOUGLAS & MARIA DEVOS FOUNDATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Robert H. Schierbeek
	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE JERRY & MARCIA TUBERGEN FOUNDATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Robert H. Schierbeek
	 	 
	 

	 	 	 	Title: Treasurer	 	 





[Signature Page to Fourth Amendment to Loan Agreement]




 


 









 





	 	 	 	 	 	 	 
	 	 	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	 	 	By: CIGNA Investments, Inc., as agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LIFE INSURANCE COMPANY OF NORTH AMERICA
	 
	 	 	 	 	 	 
	 	 	By: CIGNA Investments, Inc., as agent
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 




[Signature Page to Fourth Amendment to Loan Agreement]





 


 









 





	 	 	 	 	 	 	 
	 	 	GE BUSINESS FINANCIAL SERVICES INC. 	 	 
	 	 	(formerly known as Merrill Lynch Business Financial Services Inc.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





[Signature Page to Fourth Amendment to Loan Agreement]




 


 









 







Exhibit A




ACKNOWLEDGEMENT AND AGREEMENT




Each Credit Party (such term and all other capitalized terms used but not otherwise defined
herein shall have the respective meaning provided such terms in the Amendment referred to below)
listed below hereby acknowledges that it has reviewed the Fourth Amendment to the Loan Agreement to
which this Acknowledgement and Agreement is attached as an exhibit (the “Amendment”) and
hereby consents to the execution, delivery and performance thereof by the Loan Agreement Parties.
Each such Credit Party hereby confirms its obligation under each Subordinated Debentures Document
(as defined in the Loan Agreement) to which it is a party and agrees that, after giving effect to
the Amendment, neither the modification of the Loan Agreement or any other Subordinated Debentures
Document effected pursuant to the Amendment, nor the execution, delivery, performance or
effectiveness of the Amendment or any other Subordinated Debentures Document impairs the validity
or effectiveness of any Subordinated Debentures Document to which it is a party or by which it is
otherwise bound. Under the foregoing circumstances, the rights of the Lenders and the ability of
the Lenders to enforce the provisions of the Subordinated Debentures Documents, have not been
adversely affected in any material respect by the modification of the Loan Agreement, the
modification of any other Subordinated Debentures Document effected pursuant to the Amendment or
the execution, delivery, performance or effectiveness of the Amendment.



In consideration of the agreements contained in the Amendment, each Credit Party listed below
hereby irrevocably releases and forever discharge the Lenders and their affiliates, subsidiaries,
successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a
“Released Person”) of and from any and all claims, suits, actions, investigations,
proceedings or demands, whether based in contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law of any kind or character, known or unknown,
which such Credit Party ever had or now has against any Lender or any other Released Person which
relates, directly or indirectly, to any acts or omissions of any Lender or any other Released
Person relating to the Loan Agreement or any other Subordinated Debentures Document on or prior to
the date hereof.



THIS ACKNOWLEDGEMENT AND AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.



[Signature Pages Follow]



 


 









 





IN WITNESS WHEREOF, each Credit Party has executed this Acknowledgement and Agreement as of
the day of the Amendment.



	 	 	 	 	 	 	 
	GUARANTORS:	 	THE HILLMAN COMPANIES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HILLMAN INVESTMENT COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	SUNSUB C INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ALL POINTS INDUSTRIES, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 





[Signature Page to Acknowledgment and Agreement]




 


 









 







Exhibit B




ALLONGE TO SENIOR SUBORDINATED DEBENTURE




THIS ALLONGE TO SENIOR SUBORDINATED DEBENTURE (this “Allonge”) is made and entered into this
[_____] day of August, 2009 to be attached to, and be a part of, that certain Senior Subordinated
Debenture (the “Debenture”), dated [July 21, 2006][May 6, 2009], in the original principal amount
of $[_____], made by THE HILLMAN GROUP, INC., a Delaware corporation (the “Borrower”), payable to the
order of [_____] (the “Holder”). Capitalized terms used herein without definition are used herein
with the meanings ascribed to such terms in the Loan Agreement (as defined in the Debenture).



1. Section 2(i) of the Debenture is hereby amended by deleting the percentage “10%”
appearing therein and inserting the percentage “12.5%” in lieu thereof.



All other terms and conditions of the Debenture shall, except as herein corrected, remain in
full force and effect and all rights, duties, obligations, and responsibilities of the parties
shall be governed and determined by the Debenture as the same has been corrected by this Allonge.
Each reference in the Debenture to “this Debenture,” “hereunder,” “hereof,” “herein” or words of
like import, and each reference in the Debenture or in any other Subordinated Debentures Document,
or other agreements, documents or other instruments executed and delivered pursuant to the Loan
Agreement, shall mean and be a reference to the Debenture as amended, restated, modified or
supplemented.


 


 









 





IN WITNESS WHEREOF the undersigned has executed and delivered this Allonge as of the date
first above written.



	 	 	 	 	 	 	 
	 	 	THE HILLMAN GROUP, INC.,
	 	 	a Delaware Corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






ACCEPTED AND AGREED TO:



[                                        ]




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: [_____]
	 	 
	 

	 	Title: [_____]	 	 






[Signature Page — Allonge to Senior Subordinated Debenture]





 


 









 







Exhibit C




Closing Agenda




See attached.




 


 









 







AEA MEZZANINE FUND II LLC




CLOSING CHECKLIST




The Hillman Group, Inc.




FOURTH AMENDMENT TO LOAN AGREEMENT




August 7, 2009




 


 









 







PARTIES TO THE TRANSACTION




	 	 	 
	AGENT:
	 	GE BUSINESS FINANCIAL SERVICES INC.

	 	 	 

	 	 	500 West Monroe Street

	 	 	 

	 	 	Chicago, Illinois 60661

	 	 	 

	 	 	David Mahon

Telephone No.: 312.697.3959

Facsimile No.: 312.697.3998

email: david.mahon@geantares.com

	 	 	 

	 	 	Brian Polomsky

Telephone No.: .312.463.2341

Facsimile No.: 312.697.3998

email: brian.polomsky@ge.com

	 	 	 

	 	 	Kristine Jurczyk

Telephone No.: 312.441.6796

Facsimile No.: 773.305.1886

email: kristine.jurczyk@ge.com

	 	 	 

	 	 	Andrea Schomburg

Telephone No.: 312.441.6864

Facsimile No.: 312.697.3998

email: andrea.schomburg@ge.com

	 	 	 

	 	 	Steve Roth

Counsel — Global Sponsor Finance

	 	 	 

	 	 	Telephone No.: 312.441.7003

Facsimile No.: 312.441.6876

email: steve.roth@ge.com







 


 









 





	 	 	 
	AGENT’S COUNSEL:
	 	KATTEN MUCHIN ROSENMAN LLP

	 	 	 

	 	 	525 West Monroe Street

	 	 	 

	 	 	Chicago, Illinois 60661

	 	 	 

	 	 	Stuart P. Shulruff

	 	 	 

	 	 	Telephone No.: 312.902.5694

Facsimile No.: 312.577.4784

email: stuart.shulruff@kattenlaw.com

	 	 	 

	 	 	John Krol

	 	 	 

	 	 	Telephone No.: 312.902.5659

	 	 	 

	 	 	Facsimile No.: 312.577.4784

	 	 	 

	 	 	email: john.krol@kattenlaw.com

	 	 	 

	 	 	Seth M. Aigner

	 	 	 

	 	 	Telephone No.: 312.902.5572

	 	 	 

	 	 	Facsimile No.: 312.577.4496

	 	 	 

	 	 	email: seth.aigner@kattenlaw.com

	 	 	 

	 	 	John Huang

	 	 	 

	 	 	Telephone No.: 312.902.5333

	 	 	 

	 	 	Facsimile No.: 312.577.8927

	 	 	 

	 	 	email: john.huang@kattenlaw.com

	 	 	 

	 	 	Carole Dobbins

	 	 	 

	 	 	Paralegal

	 	 	 

	 	 	Telephone No.: 312.577.8416

	 	 	 

	 	 	Facsimile No.: 312.577.4688

	 	 	 

	 	 	Email: carole.dobbins@kattenlaw.com







 


 









 





	 	 	 
	BORROWER:
	 	THE HILLMAN GROUP, INC.

10590 Hamilton Avenue

Cincinnati, OH 45231

	 	 	 

	 	 	James Waters

Facsimile No.: 513.595.8297

	 	 	 

	BORROWER’S AND EQUITY
 SPONSOR’S
COUNSEL:
	 	 KIRKLAND & ELLIS LLP

	 	 	 

	 	 	300 North LaSalle Street

	 	 	 

	 	 	Chicago, IL 60654

	 	 	 

	 	 	Louis R. Hernandez

	 	 	 

	 	 	Telephone No.: 312.862.2029

Facsimile No: 312.862.2200

email: louis.hernandez@kirkland.com

	 	 	 

	 	 	Kimberly Edsenga

Telephone No.: 312.862.2034

Facsimile No: 312.862.2200

email: kimberly.edsenga@kirkland.com

	 	 	 

	EQUITY SPONSOR
	 	CODE HENNESSY & SIMMONS

	 	 	 

	 	 	10 South Wacker Drive, Suite 3175

	 	 	 

	 	 	Chicago, IL 60606

	 	 	 

	 	 	Andrew W. Code

	 	 	 

	 	 	Telephone No.: 312._____


	 	 	 

	 	 	email: ACode@chsonline.com

	 	 	 

	 	 	David S. Spinola

	 	 	Telephone No.: 312.876.9411

	 	 	 

	 	 	email: DSpinola@chsonline.com







 


 









 





	 	 	 
	SUBORDINATED LENDER
	 	AEA MEZZANINE FUND II LLC

	 	 	 

	 	 	One Stamford Plaza, 12th Floor

263 Tresser Boulevard

Stamford, CT 06901

	 	 	 

	 	 	Jim Villa

	 	 	 

	 	 	Telephone No.: 203.564.2673

	 	 	 

	 	 	Facsimile No.: 203.564.2661

	 	 	 

	SUBORDINATED LENDER’S 
COUNSEL:
	 	MORRISON COHEN LLP

	 	 	 

	 	 	909 Third Avenue

	 	 	 

	 	 	New York, NY 10022

	 	 	 

	 	 	Steven N. Rockoff

Telephone No.: 212.735.8796

Facsimile No.: 917.522.3196

email: srockoff@morrisoncohen.com







 


 









 





DEFINED TERMS:




	 	 	 
	AEA
	 	AEA Mezzanine Fund II LP, AEA Mezzanine Fund II LLC and AEA Mezzanine (Unleveraged) Fund LP

	 	 	 

	All Points
	 	All Points Industries, Inc., a Florida corporation

	 	 	 

	Borrower
	 	The Hillman Group, Inc., a Delaware corporation

	 	 	 

	CIGNA
	 	Connecticut General Life Insurance Company and Life Insurance Company of North America

	 	 	 

	Credit Parties
	 	Borrower, Holdings, Intermediate Holdings and Subsidiary Guarantors

	 	 	 

	GEBFS
	 	General Electric Business Financial Services Inc. (formerly known as Merrill Lynch
Business Financial Services Inc.), a Delaware corporation

	 	 	 

	Holdings
	 	The Hillman Companies, Inc., a Delaware corporation

	 	 	 

	Intermediate Holdings
	 	Hillman Investment Company, a Delaware corporation

	 	 	 

	RDV
	 	Dick & Betsy DeVos Foundation, VanderWeide Family Foundation, Douglas & Maria DeVos
Foundation and The Jerry and Marcia Tubergen Foundation

	 	 	 

	Subordinated Lenders
	 	AEA, CIGNA, RDV and GEBFS

	 	 	 

	Subsidiary Guarantors
	 	All Points and SunSub

	 	 	 

	SunSub
	 	SubSub C, Inc., a Delaware corporation






 


 









 






PRINCIPAL LOAN DOCUMENTS




	 	1.	 	Fourth Amendment to Loan Agreement among Credit Parties, AEA, CIGNA,
RDV and GEBFS

	 
	 	2.	 	Allonge to Senior Subordinated Debentures:







	 	a.	 	AEA Mezzanine Fund II LP

	 
	 	b.	 	AEA Mezzanine Found II LLC

	 
	 	c.	 	AEA Mezzanine (Unleveraged) Fund LP

	 
	 	d.	 	Connecticut General Life Insurance Company

	 
	 	e.	 	Life Insurance Company of North America

	 
	 	f.	 	Dick & Betsy DeVos Foundation

	 
	 	g.	 	VanderWeide Family Foundation

	 
	 	h.	 	Douglas & Maria DeVos Foundation

	 
	 	i.	 	The Jerry and Marcia Tubergen Foundation







	 	3.	 	Acknowledgement and Agreement

	 
	 	4.	 	Amendment to and Reaffirmation of Subordination Agreement







ANCILLARY DOCUMENTS




	 	5.	 	Officer’s Closing Certificate

	 
	 	6.	 	Solvency Certificate

	 
	 	7.	 	Financial Statements, including pro forma balance sheet and projections







ORGANIZATIONAL DOCUMENTS 




	 	8.	 	Secretary’s Certificate of Borrower, with incumbency






	 	 	 
	Exhibit A
	 	Certificate of Incorporation certified by the Secretary of State
of Delaware

	 	 	 

	Exhibit B
	 	Bylaws

	 	 	 

	Exhibit C
	 	Resolutions







 


 









 





	 	 	 
	Exhibit D
	 	Certificate of good standing —
 Delaware








9. Secretary’s Certificate of Holdings, with incumbency



	 	 	 
	Exhibit A
	 	Certificate of Incorporation certified by the Secretary of State
of Delaware

	 	 	 

	Exhibit B
	 	Bylaws

	 	 	 

	Exhibit C
	 	Resolutions

	 	 	 

	Exhibit D
	 	Certificates of good standing — Delaware








10. Secretary’s Certificate of Intermediate Holdings, with incumbency



	 	 	 
	Exhibit A
	 	Certificate of Incorporation certified by the Secretary of State
of Delaware

	 	 	 

	Exhibit B
	 	Bylaws

	 	 	 

	Exhibit C
	 	Resolutions

	 	 	 

	Exhibit D
	 	Certificates of good standing — Delaware








11. Secretary’s Certificate of the Subsidiary Guarantors, with incumbency



	 	 	 
	Exhibit A
	 	Certificates of Incorporation certified by the Secretary of
State of Delaware or Florida, as applicable

	 	 	 

	Exhibit B
	 	Bylaws

	 	 	 

	Exhibit C
	 	Resolutions

	 	 	 

	Exhibit D
	 	Certificates of good standing — Delaware or Florida, as
applicable







LEGAL OPINION


 


 









 






	 	12.	 	Opinion of law issued by Kirkland & Ellis LLP, in its capacity as
counsel to the Credit Parties under the Financing Documents.