57
Section 9.9.
Survival of Covenants and Representations; Entire Agreement
58
Section 9.10.
Severability; Construction
58
Section 9.11.
Governing Law
58
Section 9.12.
Submission to Jurisdiction
58
Section 9.13.
Captions
59
Section 9.14.
Counterparts; Facsimile or Electronic Signatures
59
Section 9.15.
Transaction References
59
-ii-
EXHIBITS AND SCHEDULES
PURCHASER SCHEDULE
INFORMATION SCHEDULE
EXHIBIT A-1
-
FORM OF SERIES A NOTE
EXHIBIT A-2
-
FORM OF SERIES B NOTE
EXHIBIT A-3
-
FORM OF SHELF NOTE
EXHIBIT B
-
FORM OF DISBURSEMENT DIRECTION LETTER
EXHIBIT C
-
FORM OF REQUEST FOR PURCHASE
EXHIBIT D
-
FORM OF CONFIRMATION OF ACCEPTANCE
EXHIBIT E-1
-
FORM OF SUBSIDIARY GUARANTY
EXHIBIT E-2
-
FORM OF CONFIRMATION OF GUARANTY AGREEMENT
EXHIBIT F
-
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
EXHIBIT G
-
DESCRIPTION OF SPECIAL COUNSEL'S CLOSING OPINION
EXHIBIT H-1
-
FORM OF OPINION OF COMPANY'S AND SUBSIDIARY GUARANTORS' COUNSEL (SERIES A AND
SERIES B NOTES)
EXHIBIT H-2
-
FORM OF OPINION OF COMPANY'S AND SUBSIDIARY GUARANTORS' COUNSEL (SHELF NOTES)
SCHEDULE 5.7
-
EXISTING LIENS
SCHEDULE 5.9
-
EXISTING INVESTMENTS
SCHEDULE 5.13
-
EXISTING RESTRICTIVE AGREEMENTS
SCHEDULE I
-
SUBSIDIARIES AND RESTRICTED SUBSIDIARIES AS OF THE SERIES A/B CLOSING DATE
-iii-
Universal Forest Products, Inc.
2801 East Beltline, N.E.
Grand Rapids, Michigan
49525
Dated as of
December 17, 2012
Prudential Investment Management, Inc. ("Prudential")
Each of the Purchasers named in the Purchaser Schedule
attached hereto as purchasers of Series A Notes
or the Series B Notes (the "Initial Purchasers")
Each other Prudential Affiliate (as hereinafter defined)
which becomes bound by certain provisions of
this Agreement as hereinafter provided
c/o Prudential Capital Group
Two Prudential Plaza, Suite 5600
Chicago, Illinois
60601
Ladies and Gentlemen:
The undersigned, Universal Forest Products, Inc., a Michigan corporation (the
"Company"), agrees with you as set forth below.
Reference is made to §8.1
hereof for definitions of capitalized terms used herein and not otherwise
defined herein.
Section 1.
Description of Notes; Series A and B Notes Commitment; Shelf Note Facility.
Section 1.1.
Description of Notes.
(a) The Company will authorize the
issue and sale of:
(i)
$35,000,000 aggregate principal amount of its 3.89% Series A Senior
Notes due December 17, 2022 (the "Series A Notes"), to be dated the date of
issue, to bear interest from such date at the rate of 3.89% per annum, payable
semiannually on the 17th day of June and December in each year (commencing June
17, 2013) and at maturity and to bear interest on overdue principal (including
any overdue optional prepayment of principal) and premium, if any, and (to the
extent legally enforceable) on any overdue installment of interest at the
Overdue Rate after the date due, whether by acceleration or otherwise, until
paid, to mature on due December 17, 2022, and to be substantially in the form
attached hereto as Exhibit A-1;
(ii) $40,000,000 aggregate principal amount of its 3.98% Series B Senior Notes
due December 17, 2024 (the "Series B Notes"), to be dated the date of issue, to
bear interest