SECOND AMENDMENT TO CREDIT AGREEMENT AND
FIRST AMENDMENT TO AND REAFFIRMATION OF
GUARANTEE AND COLLATERAL AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO AND REAFFIRMATION OF
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 23, 2013 (this
"Amendment"), among ATKORE INTERNATIONAL, INC., a Delaware corporation (together
with its successors and assigns, the "Parent Borrower"), the Subsidiary
Borrowers (together with the Parent Borrower, collectively, the "Borrowers" and
each individually, a "Borrower"), the Persons party hereto and identified on the
signature pages as a guarantor (collectively, the "Guarantors" and each,
individually, a "Guarantor"), the several banks and other financial institutions
from time to time parties hereto (collectively, the "Lenders" and each
individually, a "Lender"), UBS AG, STAMFORD BRANCH, as an issuing lender, as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders and as collateral agent for the Secured Parties, DEUTSCHE BANK AG NEW
YORK BRANCH, as co-collateral agent, and UBS LOAN FINANCE LLC, as swingline
lender.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and the Administrative Agent have entered
into that certain Credit Agreement dated as of December 22, 2010 (as heretofore
amended and as amended, supplemented, or otherwise modified from time to time
including by way of this Amendment, the "Credit Agreement") pursuant to which
the Lenders have agreed to make certain loans and extend certain other financial
accommodations to the Borrowers as provided therein. Capitalized terms used
herein but not otherwise defined herein shall have the meanings given such terms
in the Credit Agreement;
WHEREAS, certain Lenders on Schedule A attached hereto as Exhibit A, designated
as Continuing Lenders (hereinafter, the "Continuing Lenders" and each a
"Continuing Lender") desire to increase their respective Commitments in
accordance with such Schedule A, and certain Lenders on such Schedule A,
designated as New Lenders (hereinafter, the "New Lenders" and each a "New
Lender"), desire to extend Commitments and become Lenders under the Credit
Agreement;
WHEREAS, the Borrowers, the Lenders and the Administrative Agent desire to
modify the Credit Agreement in certain other respects, in accordance with the
terms and conditions contained herein; and
WHEREAS, the Grantors (as defined in the Guarantee and Collateral Agreement)
desire to amend the Guarantee and Collateral Agreement in certain respects, in
accordance with the terms and conditions contained herein and to reaffirm their
respective obligations thereunder.
NOW, THEREFORE, in consideration of the terms and conditions contained herein,
and of any loans or financial accommodations heretofore, now, or hereafter made
to or for the benefit of the Borrowers by the Lenders, it hereby is agreed as
follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
1
Section 1.1
Schedule A. The Credit Agreement is hereby amended as of the
Effective Date by deleting Schedule (A) thereto in its entirety and substituting
a new Schedule (A), attached hereto as Exhibit A, in lieu thereof.
Section 1.2
Amendment to Subsection 1.1. Subsection 1.1 of the Credit
Agreement is hereby amended as of the Effective Date by
(a)
adding the