Attached files
| file | filename |
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| 8-K - 8-K - Atkore Inc. | a8k01242018.htm |
Execution Version
1003861797v5
Atkore International, Inc.
16100 S. Lathorp Ave.
Harvey, Illinois 60426
January 24, 2018
DEUTSCHE BANK AG NEW YORK BRANCH
DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York 10005
JPMORGAN CHASE BANK, N.A.
383 Madison Avenue
New York, New York 10179
UBS SECURITIES LLC
1285 Avenue of the Americas
New York, NY 10019
UBS AG, STAMFORD BRANCH
600 Washington Blvd
Stamford, CT 06901
Re: Letter Agreement Pursuant to
Commitment Letter Dated January 19, 2018
and
Fee Letter Dated January 19, 2018
Ladies and Gentlemen:
Reference is hereby made to the following agreements:
(a) the Commitment Letter, dated as of January 19, 2018 (the “Commitment
Letter”), by and among Deutsche Bank AG New York Branch (“DBNY”), Deutsche
Bank Securities Inc. (“DBSI” and, together with DBNY, the “Original Committed
Lenders”) and Atkore International, Inc. (the “Company”); and
(b) the Fee Letter, dated as of January 19, 2018 (the “Fee Letter”), by and
among the Original Committed Lenders and the Company.
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed
to such terms in the Commitment Letter or the Fee Letter, as applicable.
1. Additional Committing Lenders. As contemplated by the fifth paragraph of the
Commitment Letter, the parties hereto agree (a) to allocate 20.0% of the commitments with
respect to the Incremental Facility (including, without limitation, any Flex Increase) to JPMorgan
Chase Bank, N.A. (“JPM”), the Company and the other Lead Arrangers agree that JPM may
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perform its responsibilities through its affiliate, J.P. Morgan Securities LLC, (b) to allocate 20.0
% of the commitments with respect to the Incremental Facility (including, without limitation, any
Flex Increase) to UBS Securities LLC (“UBS”), (c) that the commitment with respect to the
Incremental Facility of DBNY is hereby reduced as set forth on Annex A to this letter agreement
and (d) to appoint each of JPM and UBS as an Additional Committing Lender (“Additional
Committing Lender”). Each of the Additional Committing Lenders acknowledges that it has,
independently and without any reliance upon any of the Original Committing Lenders or any of
their respective affiliates, or any of their respective officers, directors, employees, agents,
advisors or representatives, and based on the financial statements of the Company and its
affiliates and such other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this letter agreement and the transactions contemplated
hereby.
2. Agreement of Additional Committing Lenders to Be Bound; Titles; Etc. By
execution hereof, the parties hereto agree that, subject to the terms and conditions set forth in the
Commitment Letter, (a) each Additional Committing Lender hereby commits to provide, on a
several, but not joint, basis, 20.0% of the Incremental Facility (including, without limitation, any
Flex Increase), and (b) each Additional Committing Lender agrees to be and shall be bound by
the terms and conditions, subject to all commitments and obligations and entitled to all of the
benefits (including ratable economics) of a “Committed Lender” and “Lender” under the
Commitment Letter and the Fee Letter as if the Additional Committing Lenders were originally a
party thereto. Each Additional Committing Lender (or an affiliate of such Additional
Committing Lender) shall act as a joint lead arranger and joint bookrunner for the Incremental
Facility, and all references in the Commitment Letter and Fee Letter to “we”, “us”, “our”, “Lead
Arranger”, and “Lead Arrangers” shall be deemed to include JPM and UBS Securities LLC
acting in such capacities. By execution hereof the parties hereto agree that, in the first paragraph
under the heading “General” in the Fee Letter, which deals with any Alternate Transaction and
payment of an Alternative Transaction Fee, each reference to “the date hereof” (other than the
first such reference in such paragraph) means the date of this letter agreement after giving effect
to the terms hereof, including the reduction and adjustment of the commitments and commitment
percentages with respect to the Incremental Facility of the Original Committing Lenders in
accordance with Section 1 above.
3. Effect; Amendments; Governing Law; Etc. Except as specifically amended by
this letter agreement, the Commitment Letter, and the Fee Letter shall remain in full force and
effect. This letter agreement shall be construed in connection with and form part of the
Commitment Letter and the Fee Letter, as applicable, and any reference to any of the
Commitment Letter or the Fee Letter shall be deemed to be a reference to the Commitment Letter
and the Fee Letter, each as amended by this letter agreement. This letter agreement may not be
amended or modified, or any provision hereof waived, except by an instrument in writing signed
by the parties hereto. This letter agreement, the Commitment Letter and the Fee Letter set forth
the entire agreement between the parties hereto and supersede all prior understandings, whether
written or oral, between the parties hereto with respect to the matters herein and therein. The
Company agrees that this letter agreement and its contents are subject to the confidentiality
provisions of the Commitment Letter applicable to the Company. This letter agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their successors and
permitted assigns. This letter agreement and the rights and duties of the parties hereunder shall be
governed by, and construed and interpreted in accordance with, the laws of the State of New
York without giving effect to its principles or rules of conflict of laws, to the extent such
principles or rules are not mandatorily applicable by statute and would require or permit the
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application of the laws of another jurisdiction. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF
ANY PARTY RELATED TO OR ARISING OUT OF THE COMMITMENT LETTER
OR THE PERFORMANCE OF SERVICES THEREUNDER.
[Remainder of this page intentionally left blank]
[Signature Page to Joinder]
This letter agreement may be executed in any number of counterparts, each of
which shall be an original and all of which, when taken together, shall constitute one
agreement. Delivery of an executed counterpart of a signature page of this letter
agreement by facsimile transmission or other electronic transmission (e.g., a “pdf” or
“tiff”) shall be effective as delivery of a manually executed counterpart hereof.
Very truly yours,
ATKORE INTERNATIONAL, INC.
By: /s/ James A. Mallak
Name: James A. Mallak
Title: Vice President and Chief Financial
Officer
[Signature Page to Joinder]
ACKNOWLEDGED AND AGREED as of
the date first written above:
DEUTSCHE BANK AG NEW YORK
BRANCH
By: /s/ John Huntington
Name: John Huntington
Title: Director
By: /s/ Alvin Varughese
Name: Alvin Varughese
Title: Director
DEUTSCHE BANK SECURITIES INC.
By: /s/ John Huntington
Name: John Huntington
Title: Director
By: /s/ Alvin Varughese
Name: Alvin Varughese
Title: Director
[Signature Page to Joinder]
JPMORGAN CHASE BANK, N.A.
By: /s/ Nathan L. Bloch
Name: Nathan L. Bloch
Title: Managing Director
[Signature Page to Joinder]
UBS SECURITIES LLC
By: /s/ Luke Bartolone
Name: Luke Bartolone
Title: Executive Director
By: /s/ James Boland
Name: James Boland
Title: Managing Director
UBS AG, STAMFORD BRANCH
By: /s/ Luke Bartolone
Name: Luke Bartolone
Title: Executive Director
By: /s/ James Boland
Name: James Boland
Title: Managing Director
Annex A
Committing
Lender
Current Committed
Percentage
Revised Committed
Percentage
DBNY
100.0% of the Incremental
Facility
60.0% of the Incremental Facility
JPM 0.0% of the Incremental Facility 20.0% of the Incremental Facility
UBS 0.0% of the Incremental Facility 20.0% of the Incremental Facility