EX-4.12



 Exhibit 4.12 
 EXECUTION VERSION 
 AMENDMENT NO. 6, dated as of September 13, 2012
(this “Amendment”), to the Credit Agreement, dated as of July 27, 2010, as amended and restated on August 6, 2010, further amended and restated on September 21, 2010 and amended on September 28,
2010, February 17, 2011 and July 30, 2011 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TOMKINS, LLC (formerly known as Pinafore,
LLC), a Delaware limited liability company (the “LLC Co-Borrower”), TOMKINS, INC. (formerly known as Pinafore, Inc.), a Delaware corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the
“Borrower”), PINAFORE HOLDINGS B.V., a private limited liability company (besloten vennootschap) organized in the Netherlands, as Holdings, the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender, CITICORP USA, INC., as Collateral Agent, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, as Syndication Agent, CITIGROUP GLOBAL MARKETS INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint
Bookrunners, and CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and UBS SECURITIES LLC, as Co-Documentation Agents. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement. 
 WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein; 

WHEREAS, Section 10.1 of the Credit Agreement provides that the Borrower and the Required Lenders may amend the Loan Documents;

 NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1. Amendment. The Credit Agreement is hereby amended as follows: 

(a) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01 of the Credit Agreement:

 “Asset Sale Date” means March 13, 2013. 

“Retained Identified Business Prepayment Amount” means, at any time, an amount, not less than zero in the
aggregate, determined on a cumulative basis equal to: 
  

	 	(a)	the aggregate amount of Identified Business Prepayment Declined Proceeds at such time, minus  


 

	 	(b)	 the aggregate amount of (i) Restricted Payments made pursuant to Section 7.06(p) and (ii) prepayments, redemptions, purchases,
defeasances and other payments in respect of Junior Financings made pursuant to Section 










	 	
7.12(a)(vi), in each case made prior to such time and solely to the extent that (A) the aggregate amount of such Restricted Payments, prepayments, redemptions, purchases defeasances and
other payments described in this clause (b) exceed (x) the aggregate amount of Net Proceeds from the Disposition of any Identified Business consummated on or prior to the Asset Sale Date minus (y) the aggregate amount of
Identified Business Prepayment Declined Proceeds retained from any Identified Business Prepayment made with the Net Proceeds from the Disposition of any Identified Business consummated on or prior to the Asset Sale Date or (B) in the case of
clause (ii), the Total Leverage Ratio (as determined in accordance with Section 7.12(a)(vi) at the time such prepayment, redemption, purchase, defeasance or other payment was made) exceeded 3.00 to 1.00. 


“Identified Businesses” means each of the Air Distribution and Dexter Axle business segments of Holdings
and its Subsidiaries and any direct or indirect parent thereof so long as such parent has no assets other than its Equity Interests in such Identified Business. 
 “Identified Business Prepayment” means any prepayment of Term Loans made pursuant to Section 2.05(a) or (b)(ii) with the Net Proceeds of any Disposition of an Identified Business.

 (b) The definition of “Total Leverage Ratio” in Section 1.01 of the Credit Agreement is hereby deleted and
replaced in its entirety with the language set forth below: 
 “Total Leverage Ratio” means,
with respect to any Test Period, the ratio of (a) Consolidated Total Debt (it being understood that for purposes of determining compliance with Section 7.10(a), such date of determination shall be the last day of the applicable Test
Period) minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash) that is held by Holdings and its Restricted Subsidiaries as of the last day of such Test Period free and clear of all Liens, other than nonconsensual
Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (k), (p), (q)(i) and (ii), (y) and (z), in an amount not to exceed (i) $100,000,000 plus (ii) (except for purposes of determining compliance
with Section 7.10(a)) the Retained Identified Business Prepayment Amount on such date of determination (as set forth in a certificate of a Responsible Officer of the Borrower calculating in reasonable detail the Retained Identified Business
Prepayment Amount at such time) to (b) Consolidated EBITDA for such Test Period. 
 (c) Section 2.05(b)(ii) of the
Credit Agreement is hereby amended by replacing the “or (r)” at the end of the parenthetical in clause (1) thereof with “, (r) or, solely in the case of any Disposition of an Identified Business consummated on or prior to
the Asset Sale Date, (s)”. 

  
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 (d) Section 2.05(b)(viii) of the Credit Agreement is hereby deleted and replaced in its
entirety with the language set forth below: 
 “(viii) The Borrower shall notify the Administrative Agent in
writing of any mandatory prepayment of Term Loans required to be made pursuant to clause (ii) of this Section 2.05(b) or any Identified Business Prepayment at least four (4) Business Days prior to the date of such prepayment. Each
such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s
prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Term Lender may reject all or a portion of its Pro Rata Share of any prepayment of Term Loans required to be made pursuant to clause (ii) of this
Section 2.05(b) (such declined amounts (excluding any Identified Business Prepayment Declined Proceeds), the “Declined Proceeds”) or any Identified Business Prepayment (such declined amounts, the “Identified Business
Prepayment Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Lender’s
receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the percentage (if less than all) of its Pro Rata Share of the prepayment of Term Loans to be rejected by such Lender.
If any Term Lender provides such Rejection Notice but fails to specify the amount of such prepayment to be rejected, such Lender shall be deemed to have rejected 100% of its Pro Rata Share of such prepayment. If a Term Lender fails to deliver a
Rejection Notice to the Administrative Agent within the time frame specified above, such failure will be deemed an acceptance of the total amount of such prepayment of Term Loans. Any Declined Proceeds or Identified Business Prepayment Declined
Proceeds shall be retained by the Borrower.” 
 (e) Section 7.05 of the Credit Agreement is hereby amended by
(i) deleting the word “and” at the end of clause (q) thereof, (ii) replacing the “.” at the end of clause (r) thereof with “; and” and (iii) inserting a new clause (s) immediately following
clause (r) as follows: 
 “(s) the Disposition of all or any portion of any Identified Business of
Holdings and its Subsidiaries and any direct or indirect parent thereof so long as such parent has no assets other than its Equity Interests in such Identified Business; provided that (i) at the time of such Disposition (other than any
such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) such Disposition shall be for no less than the fair market
value of such property at the time of such Disposition” 
 (f) Section 7.06 of the Credit Agreement is hereby amended
by (i) deleting the word “and” at the end of clause (n) thereof, (ii) replacing the “.” at the end of clause (o) thereof with “; and” and (iii) inserting a new clause (p) immediately
following clause (o) as follows: 
 “(p) Holdings may make Restricted Payments in an aggregate amount
not to exceed the sum of (x) the aggregate amount of Net Proceeds from the Disposition of any Identified Business consummated on or prior to the Asset Sale Date plus (y) the aggregate amount of Identified Business Prepayment
Declined Proceeds in connection with the 

  
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Disposition of any Identified Business consummated after the Asset Sale Date minus (z) the aggregate principal amount of Junior Financings prepaid, redeemed, purchased or otherwise
paid pursuant to Section 7.12(a)(vi); provided that (i) the Total Leverage Ratio determined on a Pro Forma Basis (but excluding any reduction in the Retained Identified Business Prepayment Amount as a result of such Restricted
Payment solely for the purpose of calculating such Total Leverage Ratio (it being understood that any change in the actual amount of cash and Cash Equivalents as a result of such Restricted Payment shall be given pro forma effect)) as of the
last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, as if such Restricted Payment had been made on the last day of such four
quarter period, would not exceed 3.00 to 1.00 and (ii) no Default has occurred and is continuing or would result therefrom.” 
 (g) Section 7.12(a) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (iv) thereof, (ii) replacing the “.” at the end of
clause (v) thereof with “, and” and (iii) inserting a new clause (vi) immediately following clause (v) as follows: 
 “(vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity (X) pursuant to an Asset Sale Offer (as defined in the
Second Lien Notes Documentation) of the Second Lien Notes at a purchase price no greater than par with Excess Proceeds (as defined in the Second Lien Notes Documentation) from the Disposition of any Identified Business consummated on or prior to the
Asset Sale Date; or (Y) in an aggregate amount under this clause (Y) not to exceed the Retained Identified Business Prepayment Amount at such time (as set forth in a certificate of a Responsible Officer of the Borrower calculating in
reasonable detail the Retained Identified Business Prepayment Amount both immediately prior and after giving effect to such prepayment, redemption, purchase, defeasance or other payment); or (Z) so long as the Total Leverage Ratio determined on
a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, as if such prepayment, redemption, purchase,
defeasance or other payment in respect of Junior Financings had been made on the last day of such four quarter period, would not exceed 3.00 to 1.00; provided that (I) the aggregate amount of all such prepayments, redemptions, purchases,
defeasances and other payments in respect of Junior Financings under this clause (vi) does not exceed the sum of (x) the aggregate amount of Net Proceeds from the Disposition of any Identified Business consummated on or prior to the Asset
Sale Date plus (y) the aggregate amount of Identified Business Prepayment Declined Proceeds in connection with the Disposition of any Identified Business consummated after the Asset Sale Date minus (z) the aggregate amount of
Restricted Payments made pursuant to Section 7.06(p) and (II) at the earlier of (A) any such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings and (B) the making of any irrevocable
offer to make such prepayment, redemption, purchase, defeasance or other payment in respect of Junior Financings, no Default has occurred and is continuing or would result therefrom.” 

  
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 Section 2. Effectiveness. The terms and conditions of this Amendment
shall become effective as part of the terms and conditions of the Credit Agreement for any and all purposes on the first date (the “Amendment Effective Date”) on which the following conditions have been satisfied: 

(i) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) the Required
Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other
electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. 
 (ii) The Administrative Agent shall have received from the Borrower a consent fee payable in Dollars for the account of each Lender that has returned an executed counterpart to this Amendment to the
Administrative Agent at or prior to 5:00 p.m., New York City time on Wednesday, September 12, 2012 (the “Consent Deadline” and each such Lender, a “Consenting Lender”) equal to 0.10% of the aggregate principal
amount of the Loans and Commitments held by such Consenting Lender as of the Consent Deadline. 
 (iii) The
Agents shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment or pursuant to Section 10.04
of the Credit Agreement, including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 

(iv) Each Loan Party set forth on Schedule I hereto shall have entered into a reaffirmation agreement, in form and
substance reasonably satisfactory to the Administrative Agent. 
 Section 3. Effect of Amendment.
(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agent-Related Persons under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a
waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to
and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. 

  
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 (b) On and after the Amendment Effective Date, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import
in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 

Section 4. Representation and Warranties. 
 (a) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on such date, true and correct in all material respects on and as of
the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material
respects as of such earlier date 
 (b) After giving effect to this Amendment and the transactions contemplated hereby on the
relevant date, no Default or Event of Default has occurred and is continuing on the Amendment Effective Date. 
 Section 5.
Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.15, 10.16 and 10.17 of the Credit Agreement shall apply to this Amendment
to the same extent as if fully set forth herein. 
 Section 6. Costs and Expenses. To the extent contemplated
by Section 10.04 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable
fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, the Joint Bookrunners and Joint Lead Arrangers. 
 Section 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic
imaging means shall be effective as delivery of a manually executed counterpart hereof. 
 Section 8.
Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. 

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

					
	TOMKINS, LLC
		
	By:	 	 /s/ John W. Zimmerman

		 	Name:	 	John W. Zimmerman
		 	Title:	 	Authorized Representative
	
	TOMKINS, INC.
		
	By:	 	 /s/ John W. Zimmerman

		 	Name:	 	John W. Zimmerman
		 	Title:	 	Authorized Representative



  
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	CITIBANK, N.A., as Administrative Agent and a Lender
		
	By:	 	 /s/ Caesar W. Wyszomirski

		 	Name:	 	Caesar W. Wyszomirski
		 	Title:	 	Vice President



  
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 SCHEDULE I 
 Reaffirmation Agreement Parties 
 ACD TRIDON (HOLDINGS) LIMITED 

ACD TRIDON INC. 
 AIR SYSTEM COMPONENTS, INC.

 AIR SYSTEMS COMPONENTS INVESTMENTS CHINA LIMITED 
 AQUATIC CO. 
 AQUATIC TRUCKING CO. 
 BETA NACO LIMITED 
 BRITISH INDUSTRIAL VALVE COMPANY LIMITED 

BROADWAY MISSISSIPPI DEVELOPMENT, LLC 
 BUFFALO
HOLDING COMPANY 
 CARRIAGE HOUSE FRUIT COMPANY 
 CONERGICS CORPORATION 
 DEXTER AXLE ACQUISITION CORP. 

DEXTER AXLE COMPANY 
 DEXTER AXLE TRUCKING
COMPANY 
 DEXTER CHASSIS GROUP, INC. 

DU-TEX PROPERTIES, LLC 
 E INDUSTRIES, INC.

 EASTERN SHEET METAL, INC. 
 EIFELER
MASCHINENBAU GMBH 
 FBN TRANSPORTATION, INC. 
 GATES AUTO PARTS HOLDINGS CHINA LIMITED 
 GATES BRONCO HOLDINGS CORP. 

GATES DEVELOPMENT CORPORATION 
 GATES
ENGINEERING & SERVICES LTD. 
 GATES ENGINEERING & SERVICES UK HOLDINGS LIMITED 

GATES E&S NORTH AMERICA, INC. 
 GATES
FLEXIMAK LTD. 
 GATES FLUID POWER TECHNOLOGIES INVESTMENTS LIMITED 
 GATES HOLDING GMBH 
 GATES HOLDINGS LIMITED 

GATES INTERNATIONAL HOLDINGS, LLC 
 GATES MECTROL
GMBH 
 GATES MECTROL, INC. 
 GATES
POWER TRANSMISSION EUROPE BVBA 
 H HEATON LIMITED 
 HART & COOLEY TRUCKING COMPANY 
 HART & COOLEY, INC. 

HYTEC, INC. 
 KOCH FILTER CORPORATION 

MONTISK INVESTMENTS NETHERLANDS C.V. 
 NRG
INDUSTRIES, INC. NKA RUSKIN ROOFTOP STSTEMS, INC. 

  
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 OLYMPUS (ORMSKIRK) LIMITED 
 RUSKIN AIR MANAGEMENT LIMITED 
 RUSKIN COMPANY 

RUSKIN COMPANY CANADA INC. 
 RUSKIN SERVICE
COMPANY 
 SCHRADER INVESTMENTS LUXEMBOURG S.À R.L. 
 SELKIRK AMERICAS, L.P. 
 SELKIRK CANADA HOLDINGS, L.P. 

SELKIRK CORPORATION 
 SELKIRK IP L.L.C.

 SHIITAKE LIMITED 
 ST. AUGUSTINE REAL
ESTATE HOLDING LLC 
 STAYTON REAL ESTATE HOLDINGS LLC 
 THE GATES CORPORATION 
 TOMKINS AMERICAN INVESTMENTS S.À R.L. 

TOMKINS AUTOMOTIVE CANADA LIMITED 
 TOMKINS
AUTOMOTIVE COMPANY, S.À R.L. 
 TOMKINS AUTOMOTIVE HOLDING CO. 
 TOMKINS BUILDING PRODUCTS, INC. 
 TOMKINS ENGINEERING LIMITED 

TOMKINS FINANCE LIMITED 
 TOMKINS FINANCE
LUXEMBOURG LIMITED 
 TOMKINS FUNDING LIMITED 
 TOMKINS HOLDINGS LUXEMBOURG, S.À R.L. 
 TOMKINS INDUSTRIES, INC. 

TOMKINS INVESTMENT COMPANY S.À R.L. 

TOMKINS INVESTMENTS CHINA LIMITED 
 TOMKINS
INVESTMENTS LIMITED 
 TOMKINS LIMITED 

TOMKINS LUXEMBOURG S.À R.L. 
 TOMKINS
MAURITIUS COMPANY LIMITED 
 TOMKINS OVERSEAS COMPANY 
 TOMKINS OVERSEAS HOLDINGS S.À R.L. 
 TOMKINS OVERSEAS INVESTMENTS LIMITED 

TOMKINS PENSION SERVICES LIMITED 
 TOMKINS SC1
LIMITED 
 TOMKINS STERLING COMPANY 

TOMKINS TREASURY (CANADIAN DOLLAR) COMPANY 

TOMKINS TREASURY (DOLLAR) COMPANY 
 TOMKINS
TREASURY (EURO) COMPANY 
 TOMKINS U.S., L.P. 
 TRICO PRODUCTS (DUNSTABLE) LIMITED 
 TRION (DEUTSCHLAND) GMBH 

WALTHAM REAL ESTATE HOLDING CO. 

WILLER & RILEY LIMITED 

  
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