8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Reported Event): January 22, 2018 (January 19, 2018)

Atkore International Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37793	90-0631463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16100 South Lathrop Avenue Harvey, Illinois	60426
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(708) 339-1610

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On January 19, 2018, Atkore International Group Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (the “CD&R Investor”). The Company will purchase from the CD&R Investor approximately 17 million shares of the Company’s common stock, par value $0.01 per share, at a per share price equal to $21.77, for a total purchase price of approximately $375 million, subject to the terms and conditions set forth in the Stock Purchase Agreement (the “Stock Repurchase Transaction”).

The Stock Repurchase Transaction, which is expected to close on or prior to February 9, 2018, is expected to be funded using proceeds of an incremental borrowing under the existing first lien term loan credit facility entered into by certain subsidiaries of the Company (the “Debt Financing”).

In the Stock Purchase Agreement, the Company and the CD&R Investor have made customary representations and warranties and have agreed to customary covenants and conditions relating to the transactions contemplated by the Stock Purchase Agreement, including that the Company shall have received the proceeds of the Debt Financing.

On January 19, 2018, the Audit Committee of the Board of Directors of the Company reviewed and approved the Stock Repurchase Transaction.

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Debt Commitment Letter

On January 19, 2018, Atkore International, Inc., a subsidiary of the Company (the “Borrower”), entered into a debt commitment letter (the “Commitment Letter”) with Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (collectively, the “Committed Lenders”) pursuant to which DBNY has committed to provide up to $425.0 million under an incremental first lien secured term loan facility, the proceeds of which will be used, among other things, (i) to fund the Stock Repurchase Transaction, (ii) to prepay all or a portion of the loans outstanding under the Borrower’s asset based loan facility and (iii) to pay fees and expenses in connection therewith. The Committed Lenders’ obligations under the Commitment Letter are subject to the Borrower’s satisfaction or the Committed Lenders’ waiver of certain customary conditions, including, without limitation, the execution of definitive documentation consistent with the Commitment Letter.

The foregoing description of the Commitment Letter and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Commitment Letter, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On January 22, 2018, the Company issued a press release announcing the Company’s preliminary financial results for the first quarter of fiscal year 2018. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including the attached exhibits, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the SEC.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Commitment Letter set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

Item 7.01. Regulation FD Disclosure.

On January 22, 2018, the Company issued a press release announcing the Stock Repurchase Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including the attached exhibits, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing by the Company with the SEC.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to financial outlook. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, the Company’s actual results of operations, financial condition and liquidity, and the development of the market in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Current Report on Form 8-K. In addition, even if the Company’s results of operations, financial condition and cash flows, and the development of the market in which the Company operates, are consistent with the forward-looking statements contained in this Current Report on Form 8-K, those results or developments may not be indicative of results or developments in subsequent periods.

Item 9.01. Financial Statements and Exhibits

The following exhibits are attached hereto:

10.1	Stock Purchase Agreement, dated January 19, 2018, by and among Atkore International Group Inc. and CD&R Allied Holdings, L.P.
10.2	Commitment Letter, dated January 19, 2018, by and among Atkore International Group Inc., Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc.
99.1	Press Release, dated January 22, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATKORE INTERNATIONAL GROUP INC.
Date: January 22, 2018	By:	/s/ Daniel S. Kelly
		Daniel S. Kelly
		Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and between

CD&R ALLIED HOLDINGS, L.P.

and

ATKORE INTERNATIONAL GROUP INC.

Dated as of January 19, 2018

Table of Contents

		Page
ARTICLE I
Sale and Purchase of Shares
Section 1.1	Sale and Purchase of Shares		1
Section 1.2	Closing		1
ARTICLE II
Representations and Warranties of the Seller
Section 2.1	Status		2
Section 2.2	Authorization and Authority		2
Section 2.3	Non-Contravention		2
Section 2.4	Title to Shares		3
Section 2.5	Litigation		3
Section 2.6	Finders’ Fees		3
Section 2.7	Advisors		3
Section 2.8	No Additional Representations		3
ARTICLE III
Representations and Warranties of the Company
Section 3.1	Status		3
Section 3.2	Authorization and Authority		4
Section 3.3	Non-Contravention		4
Section 3.4	Litigation		4
Section 3.5	Finders’ Fees		4
Section 3.6	Debt Financing		4
Section 3.7	No Additional Representations		5
ARTICLE IV
Certain Covenants
Section 4.1	Debt Financing		5
ARTICLE V
Conditions Precedent
Section 5.1	Conditions to Obligations of the Company and the Seller		6
Section 5.2	Conditions to Obligations of the Company		6
Section 5.3	Conditions to Obligations of the Seller		7
ARTICLE VI
Termination
Section 6.1	Termination		7
Section 6.2	Effect of Termination		8

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Table of Contents

(continued)

		Page
ARTICLE VII
Definitions
Section 7.1	Certain Terms		8
ARTICLE VIII
Miscellaneous
Section 8.1	Survival		10
Section 8.2	Notices		10
Section 8.3	Amendment; Waivers, Etc.		10
Section 8.4	Expenses		11
Section 8.5	Governing Law, etc.		11
Section 8.6	Successors and Assigns		12
Section 8.7	Further Assurances		12
Section 8.8	Entire Agreement		12
Section 8.9	Severability		12
Section 8.10	Counterparts; Effectiveness; Third Party Beneficiaries		13
Section 8.11	Specific Performance; Limitation on Liability		13

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of January 19, 2018 (this “Agreement”), is made by and between CD&R Allied Holdings, L.P., a Cayman Islands exempted limited partnership (the “Seller”), and Atkore International Group Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 7.1.

R E C I T A L S:

WHEREAS, as of the date hereof, the CD&R Stockholder is the record and beneficial owner of 30,460,377 issued and outstanding shares of the Company’s common stock, par value $0.01 per share (“Company Stock”);

WHEREAS, the Seller wishes to sell, convey, assign and transfer to the Company, and the Company wishes to purchase, acquire and accept from the Seller, on the terms and conditions set forth in this Agreement, Company Stock for a price per share equal to the Per Share Price, in an aggregate equal to $375,000,000 (the “Authorized Amount”), subject to the terms and conditions set forth therein (such purchased shares, the “Shares”); WHEREAS, the Per Share Price and Authorized Amount were determined by arm’s length negotiation between the Seller and the Company and the Company was advised by its financial advisors in connection with such determination; and

WHEREAS, the board of directors of the Company (the “Board”) has duly approved the form of this Agreement.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I

Sale and Purchase of Shares

Section 1.1 Sale and Purchase of Shares. Subject to the terms and conditions hereof, at the Closing, the Seller shall sell, convey, assign and transfer the Shares to the Company, and the Company shall purchase, acquire and accept from the Seller, free and clear of all Liens (other than any Liens under applicable securities Laws), the Shares for an aggregate amount in cash equal to the Authorized Amount.

Section 1.2 Closing.

(a) Closing Date. The closing of the sale and purchase of the Shares (the “Closing”) shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, at 10:00 a.m. on the date that is two (2) Business Days after the conditions set forth in Article V have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless another time, date or place is agreed to in writing by the Company and the Seller. The date on which the Closing actually occurs is referred to hereinafter as the “Closing Date”.

(b) Closing Deliverables. At the Closing (i) the Seller shall convey, assign, transfer and deliver to the Company, free and clear of any Liens (other than any Liens under applicable securities Laws), the Shares and (ii) the Company shall pay to the Seller, by wire transfer of immediately available funds to an account or accounts designated by the Seller at least two Business Days prior to the Closing Date, an amount equal to the Authorized Amount.

ARTICLE II

Representations and Warranties of the Seller

The Seller represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

Section 2.1 Status. The Seller is an exempted limited partnership duly formed and validly existing under the laws of the Cayman Islands.

Section 2.2 Authorization and Authority.

(a) The Seller has all requisite exempted limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller and the performance of the Seller’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of the Seller. The Seller has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).

(b) The execution and delivery of this Agreement by the Seller and the performance of its obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority other than any filings required to be made by the Seller under applicable securities Laws following the Closing.

Section 2.3 Non-Contravention. The execution and delivery of this Agreement by the Seller and the performance of its obligations hereunder do not and will not (a) conflict with or result in any violation or breach of any provision of its organizational documents, (b) assuming compliance with the matters referred to in Section 2.2(b), conflict with or result in any violation or breach of any provision of any applicable Law, (c) require any consent of or other action by any Person under any provision of any material agreement or other instrument to which the Seller is a party or (d) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of the property or assets of the Seller is subject.

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Section 2.4 Title to Shares. Immediately prior to the Closing, the Seller will be the beneficial or record holder of the Shares to be sold by the Seller hereunder with full dispositive power thereover, and holds, and will hold, such Shares free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse claims (within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”)) to such Shares, the Company will acquire a valid security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares purchased by the Company, and no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company.

Section 2.5 Litigation. There is no Litigation pending against, or, to the Knowledge of such Seller, threatened against or affecting, such Seller before any court or arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Section 2.6 Finders’ Fees. There is no investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of the Seller or any of its Affiliates who might be entitled to any fee or commission from the Company or any of its Affiliates upon consummation of the transactions contemplated hereby.

Section 2.7 Advisors. The Seller has had the opportunity to discuss with its tax advisors the consequences of the transactions contemplated herein.

Section 2.8 No Additional Representations. Except for the representations and warranties made by the Seller in this Article II, neither the Seller nor any other person makes any express or implied representation or warranty to the Company, or any of its Affiliates or representatives. In particular, without limiting the foregoing disclaimer, neither the Seller nor any other person makes or has made any representation or warranty to the Company, or any of its Affiliates or representatives except for the representations and warranties made by the Seller in this Article II.

ARTICLE III

Representations and Warranties of the Company

The Company represents and warrants to the Seller, as of the date hereof and as of the Closing Date, as follows:

Section 3.1 Status. The Company is a corporation duly formed and validly existing under the laws of the State of Delaware.

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Section 3.2 Authorization and Authority.

(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the performance of the Company’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action of the Company, subject to the satisfaction of the condition set forth in Section 5.2(c). The Company has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity).

(b) The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder require no action by or in respect of, or filing with, any Governmental Authority other than any filings required to be made by the Company under applicable securities Laws following the Closing.

Section 3.3 Non-Contravention. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder do not and will not (a) conflict with or result in any violation or breach of any provision of the Company’s certificate of incorporation, bylaws of the Company or the Company’s Related Person Transaction Policy, (b) assuming compliance with the matters referred to in Section 2.2(b), conflict with or result in any violation or breach of any provision of any applicable Law, (c) materially conflict with or result in any violation or breach of, or require any consent of or other action by any Person under, any provision of any material agreement or other instrument to which the Company is a party or (d) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject.

Section 3.4 Litigation. There is no Litigation pending against, or, to the Knowledge of the Company, threatened against or affecting, the Company before any court or arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Section 3.5 Finders’ Fees. There is no investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of the Company or any of its Affiliates who might be entitled to any fee or commission from the Seller or any of its Affiliates upon consummation of the transactions contemplated hereby.

Section 3.6 Debt Financing. The Company has provided the Seller with a true and complete copy of an executed commitment letter dated as of the date hereof (the “Debt Commitment Letter”) among Atkore International, Inc., an indirect subsidiary of the Company (the “Borrower”) and the lender party thereto (the “Lender”) pursuant to which the Lender has

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agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein (the “Debt Financing”). Proceeds of the Debt Financing will be used, among other things, to fund the Company’s obligations hereunder and to pay related fees and expenses required to be paid by Company in connection with the transactions contemplated by this Agreement, including in connection with the Debt Financing, on the Closing Date. The Debt Commitment Letter has not been amended or modified prior to the date hereof, and, as of the date hereof, no such amendment or modification is contemplated, except to the extent permitted hereunder; provided, that that the existence or exercise of “market flex” provisions contained in the Fee Letter shall not be deemed to constitute a modification or amendment of the Debt Commitment Letter. As of the date hereof, the Debt Commitment Letter is in full force and effect, constitutes the legal, valid and binding obligation of the Borrower and, to the knowledge of the Company, of each other party thereto (except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity)) and, as of the date hereof, the commitments contained therein have not been withdrawn or rescinded in any respect, and there are no conditions precedent or other contractual contingencies relating to the funding of the full amount of the proceeds covered thereby other than as expressly set forth in the Debt Commitment Letter furnished pursuant to this Section 3.6. As of the date hereof, there are no side letters or other contracts or arrangements related to the funding of the financing contemplated pursuant to the Debt Commitment Letter other than the fee letter referenced in the Debt Commitment Letter (the “Fee Letter”) or as otherwise expressly set forth in the Debt Commitment Letter furnished pursuant to this Section 3.6. The Company shall not release or consent to the termination of the obligations of the Lender without the prior written consent of the Seller.

Section 3.7 No Additional Representations. Except for the representations and warranties made by the Company in this Article III, neither the Company nor any other person makes any express or implied representation or warranty to the Seller, or any of its Affiliates or representatives. In particular, without limiting the foregoing disclaimer, the Seller hereby agrees and acknowledges that neither the Company nor any other person makes or has made any representation or warranty to the Seller, or any of its Affiliates or representatives, and neither the Seller nor any of its Affiliates or representatives has relied on any representations or warranties in connection with this Agreement and the transactions contemplated hereby, except for the representations and warranties made by the Company in this Article III.

ARTICLE IV

Certain Covenants

Section 4.1 Debt Financing. The Company will use commercially reasonable efforts to cause the Borrower to obtain the Debt Financing on the terms and conditions no less favorable to the Borrower than those described in the Debt Commitment Letter, including using reasonable best efforts to cause the Borrower to satisfy on a timely basis all conditions applicable to the Borrower in the Debt Commitment Letter and such definitive agreements to be entered into pursuant to the Debt Commitment Letter that are to be satisfied by the Borrower and enforcing

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its rights under the Debt Commitment Letter in the event of a breach by the debt financing sources. From the date hereof until the Closing Date, the Company shall promptly notify the Seller in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that would result or reasonably be likely to result in all or a portion of the financing contemplated by the Debt Commitment Letter not being available to the Borrower at the Closing. The Company shall not, without the prior written consent of the Seller, permit any amendment, supplement or modification to, or any waiver of any material provision or remedy under, or replace, the Debt Commitment Letter if such amendment, supplement, modification, waiver or replacement (a) would be reasonably expected to make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur, (b) reduces the amount of the Debt Financing, or (c) adds new (or modifies any existing) conditions to the consummation of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement; provided, that the Company may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof.

ARTICLE V

Conditions Precedent

Section 5.1 Conditions to Obligations of the Company and the Seller. The obligations of the Company and the Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following condition:

(a) No Injunction, etc. Consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law or Governmental Authority.

Section 5.2 Conditions to Obligations of the Company. The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:

(a) Representations; Performance. The representations and warranties contained in Article II of this Agreement shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time (provided that the representations and warranties contained in Section 3.1 shall be true and correct in all respects at and as of such times). The Seller shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Seller at or prior to the Closing.

(b) Closing Certificate. The Seller shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an authorized person of the Seller, certifying to the effect that the conditions set forth in Section 5.2(a) have been satisfied.

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(c) Solvency Opinion. A solvency opinion shall have been delivered to the Company by a reputable and independent financial advisor to the effect that, immediately following the consummation of the transactions contemplated by this Agreement, (A) the fair value of the assets of the Company will exceed its liabilities, (B) the Company will not have unreasonably small capital with which to engage in its business and (C) the Company will be able to satisfy its expected liabilities as they become due in the foreseeable future.

(d) Debt Financing. The Company shall have received the proceeds of the Debt Financing.

(e) No Material Adverse Effect. Since the date hereof, there shall not have occurred any Company Material Adverse Effect.

Section 5.3 Conditions to Obligations of the Seller. The obligation of the Seller to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following additional conditions:

(a) Representations; Performance. The representations and warranties contained in Article III of this Agreement shall be true and correct in all material respects at and as of the date hereof and shall be true and correct in all material respects at and as of the Closing Date with the same effect as though made at and as of such time. The Company shall have in all material respects duly performed and complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing.

(b) Closing Certificate. The Company shall have delivered to the Seller a certificate, dated as of the Closing Date and signed by an executive officer of the Company, certifying to the effect that the conditions set forth in Section 5.3(a) have been satisfied.

(c) FIRPTA Certificate. The Company shall have delivered to the Seller a certificate meeting the requirements of Treasury Regulations Section 1.897(h) to the effect that the Shares do not constitute a “United States real property interest” within the meaning of Section 897(c) of the Internal Revenue Code of 1986, as amended.

ARTICLE VI

Termination

Section 6.1 Termination. This Agreement may be terminated at any time prior to the Closing Date:

(a) by the mutual written agreement of the Company and the Seller;

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(b) by either the Company, on the one hand, or the Seller, on the other hand, by notice to the other, if:

(1) the Closing shall not have been consummated on or before February 7, 2018 (the “End Date”), provided that the right to terminate this Agreement pursuant to this Section 6.1(b)(1) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such time; or

(2) (A) there shall be any Law that makes consummation of the Closing illegal or otherwise prohibited or (B) any judgment, injunction, order or decree of any Governmental Authority having competent jurisdiction enjoining the Company or Seller from consummating the Closing is entered and such judgment, injunction, order or decree shall have become final and non-appealable;

Section 6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, this Agreement shall become void and of no effect without liability of any party (or any of its Affiliates or any of their respective directors, officers, employees, partners, shareholders, advisors, attorneys-in-fact, representatives or agents) to any other party hereto, provided that no such termination shall relieve any party of liability for a willful and material breach of this Agreement prior to such termination. The provisions of this Section 6.2 and Article VII and Article VIII shall survive any termination hereof pursuant to Section 6.1.

ARTICLE VII

Definitions

Section 7.1 Certain Terms. The following terms have the respective meanings given to them below:

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person (provided that neither the Company or its subsidiaries, on the one hand, nor Seller or any of its other affiliates, on the other hand, shall be deemed Affiliates of the other for purposes of this Agreement).

“Agreement” has the meaning set forth in the Preamble.

“Authorized Amount” has the meaning set forth in the Recitals.

“Board” has the meaning set forth in Section 1.1(a).

“Business Day” means any day that is not (a) a Saturday, (b) a Sunday or (c) any other day on which commercial banks are authorized or required by law to be closed in the City of New York.

“Closing” has the meaning set forth in Section 1.2.

“Closing Date” has the meaning set forth in Section 1.2.

“Company” has the meaning set forth in the Preamble.

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“Company Material Adverse Effect” means a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole.

“Company Stock” has the meaning set forth in the Preamble.

“Debt Commitment Letter” means has the meaning set forth in Section 3.6.

“Debt Financing” means has the meaning set forth in Section 3.6.

“DGCL” means the General Corporation Law of the State of Delaware.

“Effect” means any change, event, effect, state of facts, occurrence, development or circumstance.

“End Date” has the meaning set forth in Section 6.1(b)(1).

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator and any self-regulatory organization.

“Knowledge” of any Person that is not an individual means the knowledge of any officer, director, general partner or manager of such Person or, in the case of an individual, the knowledge of such individual, in each case after reasonable inquiry.

“Laws” means all laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, lease, encumbrance or other adverse claim of any kind in respect of such property or asset.

“Litigation” means any action, cease and desist letter, demand, suit, arbitration proceeding, administrative or regulatory proceeding, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity.

“Lender” means has the meaning set forth in Section 3.6.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Per Share Price” means a price per share of Company Stock equal to $21.77.

“Related Person Transaction Policy” means that certain policy of the Company, dated April 22, 2016.

“Seller” has the meaning set forth in the Preamble.

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“Shares” has the meaning set forth in the Recitals.

ARTICLE VIII

Miscellaneous

Section 8.1 Survival. The representations and warranties of the parties contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall terminate at the Closing.

Section 8.2 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given:

if to the Company,

Atkore International Group Inc.

16100 South Lathrop Avenue

Harvey, Illinois 60426

Fax: (708) 339-2410

Attention: Dan Kelly, Vice President, General Counsel & Corporate Secretary

E-mail: DKelly@atkore.com

if to the Seller,

CD&R Allied Holdings, L.P.

c/o Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18^th Floor

New York, NY 10152

Fax : (212) 893 7063

Attention: Nathan K. Sleeper

Email: nsleeper@cdr-inc.com

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

Section 8.3 Amendment; Waivers, Etc.. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. Neither the waiver by any of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure by any of the parties, on one or more occasions, to enforce any of the provisions of this

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Agreement or to exercise any right or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity. In the event that the parties seek to amend or modify Section 6.2, this Section 8.3, Section 8.5 or Section 8.6 in a manner adverse to the Lender, the prior written consent of the Lender shall be required.

Section 8.4 Expenses. All costs, fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, whether or not consummated, shall be paid by the party incurring such cost or expense.

Section 8.5 Governing Law, etc.

(a) THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, 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 PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Company and the Seller hereby irrevocably submit to the jurisdiction of the Court of Chancery of the State of Delaware (or, solely to the extent that the Court of Chancery lacks jurisdiction, each other state court of the State of Delaware and the federal courts of the United States of America located in the State of Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement and in respect of the transactions contemplated hereby. Each of the Company and the Seller irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, or with respect to any such action or proceeding, shall be heard and determined in the Court of Chancery of the State of Delaware (or, solely to the extent that the Court of Chancery lacks jurisdiction, any other Delaware State court or federal court located in the State of Delaware), and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the Company and the Seller hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such jurisdiction. Each of the Company and the Seller hereby waives, and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts so long as such action, suit or proceeding is brought in accordance with this Section 8.5. The Company and the Seller hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute brought in accordance with this Section 8.5 and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.2 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. Notwithstanding the foregoing, each of the parties to this Agreement hereby agrees that any and all claims or causes of action of any kind or any nature

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(whether at law or in equity, in contract or in tort, or otherwise) against the Lender that is in any way related to this Agreement, the Debt Financing, the Debt Commitment Letter, the Fee Letter or the other transactions contemplated hereby will be governed by and construed in accordance with the Laws of the State of New York, without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply. Notwithstanding the foregoing, each of the parties to this Agreement hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against the Lender in any way relating to this Agreement or any of the transactions contemplated hereby, including any dispute arising out of or relating in any way to the Debt Commitment Letter, the Fee Letter, the Debt Financing, or the performance thereof, in any forum other than the United States District Court for the Southern District of New York or any New York State court sitting in the borough of Manhattan in New York City (and, in each case, appellate courts thereof) and that the provisions of this Section 8.5 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third party claim.

(b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective heirs, successors and permitted assigns; provided that this Agreement shall not be assignable or otherwise transferable by either party without the prior written consent of the other party. Notwithstanding the foregoing, the Lender shall be an express third party beneficiary of and shall be entitled to enforce Section 6.2, Section 8.3, Section 8.5 and this Section 8.6.

Section 8.7 Further Assurances. The Seller and the Company shall execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be necessary to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the transactions contemplated hereby, or otherwise to carry out the intent and purposes of this Agreement.

Section 8.8 Entire Agreement. This Agreement constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Section 8.9 Severability. If any provision, including any phrase, sentence, clause, section or subsection, of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering such provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision herein contained invalid, inoperative or unenforceable to any extent whatsoever. Upon any such determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

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Section 8.10 Counterparts; Effectiveness; Third Party Beneficiaries. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. This Agreement shall become effective when each party shall have received a counterpart hereof signed by the other party. Until and unless each party has received a counterpart hereof signed by the other party, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 8.11 Specific Performance; Limitation on Liability. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy at law or in equity. The parties hereby waive, in any action for specific performance, the defense of adequacy of a remedy at law and the posting of any bond or other security in connection therewith.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

CD&R ALLIED HOLDINGS, L.P.
By:	CD&R Associates VIII, Ltd.,
	its general partner

By:	/s/ Theresa A. Gore
	Name:	Theresa A. Gore
	Title:	Vice President, Treasurer and Assistant Secretary

[Signature Page to Stock Purchase Agreement]

ATKORE INTERNATIONAL GROUP INC.
By:	/s/ John P. Wiliamson
	Name:	John P. Wiliamson
	Title:	President and Chief Executive Officer

[Signature Page to Stock Purchase Agreement]

EX-10.2

Exhibit 10.2

Execution Version

DEUTSCHE BANK AG NEW YORK BRANCH

DEUTSCHE BANK SECURITIES INC.

60 Wall Street

New York, New York 10005

CONFIDENTIAL

January 19, 2018

Atkore International, Inc.

16100 S. Lathorp Avenue

Harvey, IL 60426

Attention: James Mallak, CFO

Atkore International, Inc.

Commitment Letter

Ladies and Gentlemen:

You have advised us that Atkore International, Inc., a Delaware corporation (the “Borrower” or “you”) intends to finance the payment of a dividend by the Company to its indirect parent Atkore International Group Inc., a Delaware corporation (“Parent”), to facilitate the repurchase by Parent from certain of its equity holders of up to $375.0 million of capital stock of Parent (the “Repurchase”). You have further advised Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (“DBSI”; collectively DBNY and any Additional Committing Lenders (as defined below), the “Committed Lenders”, “we” or “us”) that, in connection with the foregoing, you intend to consummate the other Transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description and in the Summaries of Principal Terms and Conditions attached hereto as Exhibit B (the “Term Sheet”) and the Summary of Additional Conditions attached hereto as Exhibit C (the “Summary of Additional Conditions”; together with this commitment letter, the Transaction Description and the Term Sheet, collectively, the “Commitment Letter”).

You have further advised each of the Committed Lenders that, in connection therewith, it is intended that the financing for the Transactions will include an incremental first lien secured term loan facility described in the Term Sheet, in an aggregate principal amount of up to $425.0 million (plus, at the Borrower’s option pursuant to the terms of the Fee Letter (as defined below), the amount of any Flex Increase) (the “Incremental Facility”), to be documented as an incremental term loan facility under the Amended and Restated First Lien Credit Agreement, dated as of

December 22, 2016, among the Borrower, the lenders from time to time party thereto, DBNY, as administrative agent and collateral agent, and the other agents party thereto (as amended, supplemented, waived or otherwise modified from time to time, the “Existing Credit Agreement”).

In connection with the foregoing, DBNY is pleased to advise you of its commitment to provide 100%, of the Incremental Facility (including without limitation, any Flex Increase), subject only to the conditions set forth in the Funding Conditions Provision (as defined below), in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Term Sheet.

It is agreed that DBSI will act as a joint lead arranger and bookrunner for the Incremental Facility (in such capacity, the “Lead Arranger” and, collectively with any other arrangers or bookrunners appointed pursuant to the following paragraph, the “Lead Arrangers”); provided that DBSI shall have “left” placement in any and all marketing materials or other documentation used in connection with the Incremental Facility and shall hold the leading role, rights and responsibilities conventionally associated with such “left” placement, including maintaining sole “physical books” in respect of the Incremental Facility.

You may, on or prior to the date that is 3 business days after the date of this Commitment Letter, appoint additional agents, co-agents, lead arrangers, bookrunners, managers or arrangers (any such agent, co-agent, lead arranger, bookrunner, manager or arranger, an “Additional Committing Lender”) or confer other titles in respect of the Incremental Facility in a manner and with economics determined by you in consultation with the Lead Arrangers (it being understood that, to the extent you appoint Additional Committing Lenders or confer other titles in respect of the Incremental Facility, (x) each such Additional Committing Lender will assume a portion of the commitments of the Incremental Facility on a pro rata basis (and the commitments of the Committed Lenders as of the date hereof with respect to such portion will be reduced ratably) and (y) the economics allocated to the Committed Lenders as of the date hereof in respect of the Incremental Facility will be reduced ratably by the amount of the economics allocated to such appointed entities upon the execution by such financial institution of customary joinder documentation and, thereafter, each such financial institution shall constitute a “Committed Lender” hereunder and under the Fee Letter); provided that (i) fees will be allocated to each such appointed entity on a pro rata basis in respect of the commitments it is assuming or on such other basis as you and the Lead Arrangers may agree and (ii) in no event shall the Lead Arrangers party to this Commitment Letter as of the date hereof be entitled to less than 60.0% of the economics of the relevant Incremental Facility. No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter and other than in connection with any additional appointment referred to above) will be paid to any Lender in connection with the Incremental Facility unless you and we so agree.

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The Committed Lenders reserve the right, prior to or after the execution of definitive documentation for the Incremental Facility (which we agree will be initially drafted by your counsel), to syndicate all or a portion of the Committed Lenders’ commitments hereunder to a group of financial institutions (together with the Committed Lenders, the “Lenders”) identified by the Committed Lenders in consultation with you and reasonably acceptable to them and you (in each case, such consent not to be unreasonably withheld), it being understood that we will not syndicate to any Disqualified Party (as defined in the Existing Credit Agreement); provided that, notwithstanding each Committed Lender’s right to syndicate the Incremental Facility and receive commitments with respect thereto, it is agreed that any syndication, assignment, or receipt of commitments in respect of, all or any portion of a Committed Lender’s commitments hereunder prior to the initial funding under the Incremental Facility shall not be a condition to such Committed Lender’s commitments nor reduce such Committed Lender’s commitments hereunder with respect to the Incremental Facility (provided, however, that, notwithstanding the foregoing, assignments of a Committed Lender’s commitments, which are effective simultaneously with the funding of such commitments by the assignee, shall be permitted) (the date of such initial funding under the Incremental Facility, the “Closing Date”) and, unless you otherwise agree in writing, each Committed Lender shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications, waivers and amendments, until the Closing Date has occurred. Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Committed Lenders’ commitments hereunder are not subject to or conditioned on the syndication of the Incremental Facility. The Committed Lenders intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Incremental Facility prior to the Closing Date (subject to the limitations set forth in the second preceding sentence). You agree actively to assist the Committed Lenders to actively assist the Committed Lenders (and to use your commercially reasonable efforts to cause the Sponsor (as defined in the Existing Credit Agreement) to actively assist the Committed Lenders) in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall include, without limitation, until the earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) 45 days after the Closing Date, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from the existing lending and investment banking relationships of you and the Sponsor, (b) direct contact between senior management, representatives and advisors of you and the Sponsor, on the one hand, and the proposed Lenders, on the other hand, in all such cases at times mutually agreed upon, (c) your and the Sponsor’s assistance in the preparation of a customary lenders presentation for the Incremental Facility (the “Lenders Presentation”) and your using commercially reasonable efforts to provide such Lenders Presentation (other than the portions thereof customarily provided by financing arrangers) to us reasonably promptly after the date hereof, (d) prior to the launch of syndication, using your commercially reasonable efforts to confirm or procure a public corporate credit rating and a public corporate family rating (but no specific rating) in respect of the Borrower from Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), respectively, and public ratings (but in each case, no specific rating) for the Incremental Facility from each of S&P and Moody’s, (e) the hosting, with the Committed Lenders, of no more than one meeting (which may be

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telephonic) to be mutually agreed upon of prospective Lenders at a time and location to be mutually agreed upon and (f) your ensuring that there shall be no competing issues of debt securities or commercial bank or other credit facilities of Parent or any of its subsidiaries being offered, placed or arranged (other than any short-term working capital facilities, capital leases, purchase money indebtedness and equipment financings, in each case, entered into in the ordinary course of business and any other indebtedness to be mutually agreed) if the offering, placement or arrangement of such debt securities or commercial bank or other credit facilities would have, in the reasonable judgment of the Lead Arrangers, a detrimental effect upon the primary syndication of the Incremental Facility. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, but without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that neither the commencement nor completion of the syndication of the Incremental Facility, shall constitute a condition to the availability of the Incremental Facility on the Closing Date or at any time thereafter.

The Lead Arrangers will, in consultation with you, manage all aspects of any syndication of the Incremental Facility, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (which institutions shall be reasonably acceptable to you), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Sponsor to provide) to the Committed Lenders all customary information with respect to you, the Sponsor and the Transactions, including all financial information and projections (such projections, together with any financial estimates, budgets, forecasts and other forward-looking information, the “Projections”), as the Committed Lenders may reasonably request in connection with the structuring, arrangement and syndication of the Incremental Facility. You hereby represent and warrant that, (a) all written information and written data other than the Projections and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Committed Lenders by or on behalf of you or any of your representatives, taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, 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 in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections that have been or will be made available to the Committed Lenders by or on behalf of you or any of your representatives have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time made and at the time the related Projections are made available to the Committed Lenders; it being understood that the Projections are as to future events and are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that if, at any time prior to the Closing Date and, thereafter, until the earlier to occur of (i) a Successful Syndication and (ii) 45 days after the Closing Date, you become aware that any of the representations in the preceding

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sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will use commercially reasonable efforts to promptly supplement the Information and the Projections so that such representations will be correct in all material respects under those circumstances. In arranging and syndicating the Incremental Facility, the Committed Lenders will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

Notwithstanding anything herein to the contrary, the only financial statements that shall be required to be provided to the Committed Lenders or the Lead Arrangers in connection with the syndication of the Incremental Facility shall be the financial statements required pursuant to the Existing Credit Agreement as of the Closing Date.

You hereby acknowledge that (a) the Committed Lenders will make available Information and Projections to the proposed syndicate of Lenders by posting such Information and Projections on IntraLinks, SyndTrak Online, Debtdomain or similar electronic means and (b) certain of the Lenders (each, a “Public Lender”) may wish to receive only information that (i) is publicly available or (ii) is not material with respect to you or your securities for purposes of United States federal and state securities laws (collectively, the “Public Side Information”). If reasonably requested by the Committed Lenders you will use commercially reasonable efforts to assist us in preparing a customary additional version of the Lenders Presentation to be used by Public Lenders. The information to be included in the additional version of the Lenders Presentation will contain only Public Side Information. It is understood that in connection with your assistance described above, an authorization letter, in form substantially similar to authorization letters delivered by companies sponsored by the Sponsor, will be included with the delivery of the Lenders Presentation, which authorization letter authorizes the distribution of the Lenders Presentation to prospective Lenders, containing a representation to the Lead Arrangers that the public-side version contains only Public Side Information (and, in each case, a “10b-5” representation to the Lead Arrangers customary for companies sponsored by the Sponsor), which Lenders Presentation shall exculpate you and the Sponsor, and your and their respective affiliates and us with respect to any liability related to the use of the Lenders Presentation or any related marketing material by the recipients thereof. You agree to use commercially reasonable efforts to identify that portion of the Information that may be distributed to the Public Lenders as “PUBLIC”, which, at the minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. You agree that by your marking such materials “PUBLIC”, you shall be deemed to have authorized the Lead Arrangers (subject to the confidentiality and other provisions of this Commitment Letter) to treat such materials as information that is Public Side Information (it being understood that you shall not be under any obligation to mark any particular portion of the Information as “PUBLIC”). You agree that, subject to the confidentiality and other provisions of this Commitment Letter, the Lead Arrangers on your behalf may distribute the following documents to all prospective lenders in the form provided to you and to your counsel a reasonable time prior to their distribution, unless you or your counsel advise the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended

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distribution that such material should only be distributed to prospective lenders that are not Public Lenders (each, a “Private Lender”): (a) the Term Sheet; (b) drafts and final definitive documentation with respect to the Incremental Facility; (c) administrative materials prepared by the Committed Lenders for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (d) notification of changes in the terms of the Incremental Facility. If you advise us that any of the foregoing items should be distributed only to Private Lenders, then none of the Lead Arrangers and the Committed Lenders will distribute such materials to Public Lenders without your consent.

As consideration for the commitments of the Committed Lenders hereunder and their agreement to perform the services described herein, you agree to pay (or cause to be paid) the fees set forth in the Term Sheet and in the Fee Letter dated the date hereof and delivered herewith with respect to the Incremental Facility (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances.

The commitments of the Committed Lenders hereunder and their agreement to perform the services described herein are subject solely to the conditions set forth in the next sentence of this paragraph, in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Term Sheet. In addition, the commitments of the Committed Lenders hereunder are subject to the execution (as applicable) and delivery by the Borrower, the Guarantors (as defined in Exhibit B hereto) and the officers thereof, as the case may be, of definitive documentation, customary closing certificates (including evidences of authority, charter documents, and officers’ incumbency certificates) and customary legal opinions with respect to the Incremental Facility (the “Facility Documentation”), in each case consistent with this Commitment Letter and the Fee Letter and, in the case of definitive documentation, in accordance with Subsection 2.8 of the Existing Credit Agreement; provided that, notwithstanding anything in this Commitment Letter, the Fee Letter, the Facility Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, the terms of the Facility Documentation shall be in a form such that they do not impair the availability of the Incremental Facility on the Closing Date if the conditions set forth in this paragraph, in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Term Sheet are satisfied. There shall be no conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Commitment Letter, the Fee Letter or the Facility Documentation, other than those expressly stated in the second sentence of this paragraph, in the Summary of Additional Conditions and under the heading “Conditions Precedent to Initial Extension of Credit” in the Term Sheet to be conditions to the initial funding under the Incremental Facility on the Closing Date. This paragraph is referred to as the “Funding Conditions Provision”.

You agree (a) to indemnify and hold harmless the Administrative Agent, each of the Lead Arrangers, each of the Committed Lenders and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors of each of the foregoing (each, an “Indemnified Person”) from and against

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any and all losses, claims, damages, liabilities and expenses, joint or several, of any kind or nature whatsoever to which such Indemnified Person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Transactions, the Incremental Facility or any related transaction or any claim, litigation, investigation or proceeding, actual or threatened, relating to any of the foregoing (any of the foregoing, a “Proceeding”), regardless of whether such Indemnified Person is a party thereto and whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse such Indemnified Person upon demand for any reasonable and documented out-of-pocket legal expenses of one firm of counsel for all Indemnified Persons and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter, after receipt of your consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel for such affected Indemnified Person) and other reasonable and documented out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Person of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) to the extent arising from a material breach of the obligations of such Indemnified Person or any Related Person of such Indemnified Person under this Commitment Letter or the Facility Documentation (as determined by a court of competent jurisdiction in a final non-appealable decision) or (iii) arising out of, or in connection with, any Proceeding that does not involve an act or omission by you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person other than any Proceeding against the relevant Indemnified Person in its capacity or in fulfilling its role as an agent, arranger or similar role under any of the Incremental Facility, and (b) to reimburse the Committed Lenders from time to time, upon presentation of a summary statement, for all reasonable and documented out-of-pocket expenses (including but not limited to expenses of the Committed Lenders’ due diligence investigation (and with respect to third party diligence expenses, to the extent any such expenses have been previously approved by you, such approval not to be unreasonably withheld), syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Administrative Agent identified in the Term Sheet (and, for the avoidance of doubt, not of counsel to any Committed Lender or Lead Arranger individually) and of a single local counsel to the Administrative Agent in each relevant jurisdiction, except allocated costs of in-house counsel), in each case incurred by the Committed Lenders in connection with the Incremental Facility and the preparation of this Commitment Letter, the Fee Letter and the Facility Documentation (collectively, the “Expenses”); provided that, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, (i) no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (including IntraLinks, SyndTrak Online or Debtdomain), except to

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the extent such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any Related Person of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (ii) none of you, the Sponsor or any Indemnified Person shall be liable for any indirect, special, punitive or consequential damages in connection with your or their activities related to the Incremental Facility or this Commitment Letter; provided that nothing contained in this clause (ii) shall limit your indemnity or reimbursement obligations to the extent such indirect, special, punitive or consequential damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification hereunder. For purposes hereof, a “Related Person” of an Indemnified Person means, if such Indemnified Person is the Administrative Agent, a Lead Arranger or a Committed Lender or any of its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors, any of the Administrative Agent, such Lead Arranger or such Committed Lender and its affiliates and controlling persons, or any of its or their respective officers, directors, employees, agents, members and successors.

Your indemnity and reimbursement obligations hereunder will be in addition to any liability which you may otherwise have and will be binding upon and inure to the benefit of any of your successors and assigns and the Indemnified Persons.

You acknowledge that the Committed Lenders and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither the Committed Lenders nor any of their affiliates will use confidential information obtained from or on behalf of you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Committed Lenders nor any of their affiliates will furnish any such information to other persons. You also acknowledge that neither the Committed Lenders nor any of their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

As you know, each Committed Lender, together with its affiliates, is a full service securities firm engaged, either directly or through its affiliates, in various activities, including securities trading, commodities trading, investment management, research, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Committed Lenders and their respective affiliates may actively engage in commodities trading or trade the debt and equity securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of you, the Sponsor and other companies that may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. Each Committed Lender and its affiliates may also co-invest with, make direct investments in, and invest or co-

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invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Sponsor or other companies that may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

The Committed Lenders and their respective affiliates may have economic interests that conflict with those of you. You agree that the Committed Lenders will act under this Commitment Letter as independent contractors and that nothing in this Commitment Letter or the Fee Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Committed Lenders or any of their respective affiliates and you and the Sponsor, your and their respective stockholders or your and their respective affiliates with respect to the transactions contemplated by this Commitment Letter and the Fee Letter. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letter are arm’s-length commercial transactions between the Committed Lenders and their respective affiliates, on the one hand, and you on the other, (ii) in connection therewith and with the process leading to such transactions, each Committed Lender and its applicable affiliates (as the case may be) is acting solely as a principal and not as agents or fiduciaries of you and the Sponsor, your and their respective management, stockholders, creditors or any other person, (iii) the Committed Lenders and their applicable affiliates (as the case may be) have not assumed an advisory or fiduciary responsibility or any other obligation in favor of you with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Committed Lenders or any of their respective affiliates have advised or are currently advising you or the Sponsor on other matters), except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (iv) you have consulted your own legal and financial advisors to the extent you deemed appropriate. You further acknowledge and agree that you are responsible for making your own independent judgment with respect to such transactions and the process leading thereto. Please note that the Committed Lenders and their affiliates do not provide tax, accounting or legal advice. You hereby waive and release any claims that you may have against the Committed Lenders (in their capacity as such) and their applicable affiliates (as the case may be) with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated by this Commitment Letter.

This Commitment Letter and the commitments hereunder shall not be assignable by you without the prior written consent of the Committed Lenders, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and the Sponsor and the Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Sponsor and the Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. Any and all obligations of, and services to be provided by, the Committed Lenders hereunder (including, without limitation, their commitments) may be performed and any and all rights of the Committed Lenders hereunder may be exercised by or

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through any of their affiliates or branches; provided that with respect to the commitments, any assignments thereof to an affiliate will not relieve the Committed Lenders from any of their obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Committed Lenders and you. This Commitment Letter 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 Commitment Letter by facsimile transmission or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter (i) are the only agreements that have been entered into among the parties hereto with respect to the Incremental Facility and (ii) supersede all prior understandings, whether written or oral, among us with respect to the Incremental Facility and set forth the entire understanding of the parties hereto with respect thereto.

Each of the parties hereto agrees that (i) this Commitment Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the funding of the Incremental Facility is subject to conditions precedent provided herein, subject to the Funding Conditions Provision and (ii) the Fee Letter is a binding and enforceable agreement (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law)) of the parties thereto with respect to the subject matter set forth therein.

THIS COMMITMENT LETTER 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 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 THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

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Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter and the Fee Letter, or the transactions contemplated hereby, and agrees that, to the extent permitted by law, all claims in respect of any such action or proceeding may be heard and determined in such New York State court or in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, or the transactions contemplated hereby, in any such New York State court or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto agrees to commence any such action, suit, proceeding or claim either in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York, New York County, in each case, located in the Borough of Manhattan.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or this Commitment Letter and its terms or substance, shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsor and to your and their respective officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Committed Lenders consent to such proposed disclosure (such consent not to be unreasonably withheld), (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process or, to the extent requested or required by governmental and/or regulatory authorities, in each case based on the reasonable advice of your legal counsel (in which case, you agree, to the extent practicable and not prohibited by law, to notify us of the proposed disclosure in advance of such disclosure and if you are unable to notify us in advance of such disclosure, such notice shall be delivered to us promptly thereafter to the extent permitted by law) or (d) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder or under the Fee Letter; provided that (i) [reserved], (ii) you may disclose this Commitment Letter and the contents hereof in any public filing relating to the Transactions and in the Lenders Presentation, in the case of the Lenders Presentation in a manner to be mutually agreed upon, (iii) you may disclose this Commitment Letter and the contents hereof to potential Lenders (including any prospective Additional Committing Lender) and their respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis and to rating agencies in connection with obtaining or updating ratings for the Borrower, the Incremental Facility or the Facilities (as defined in the Existing Credit Agreement), (iv) you may disclose the fees contained in the Fee Letter as part of a generic disclosure of aggregate sources and uses related to fee

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amounts to the extent customary or required in marketing materials, any proxy or other public filing and in the Lenders Presentation, (v) [reserved] and (vi) you may disclose the Fee Letter and the contents thereof to any prospective Additional Committing Lender and their respective officers, directors, employees, attorneys, accountants, advisors and other representatives on a confidential and need-to-know basis. The obligations under this paragraph with respect to this Commitment Letter shall terminate automatically after the Facility Documentation for the Incremental Facility shall have been executed and delivered by the parties thereto. To the extent not earlier terminated, the provisions of this paragraph with respect to this Commitment Letter shall automatically terminate on the second anniversary hereof.

You agree that you will permit us to review and approve (such approval not to be unreasonably withheld) any reference to us or any of our affiliates in connection with the Incremental Facility or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release.

The Committed Lenders and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder or in connection herewith solely for the purpose of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent any Committed Lender from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Committed Lender, to the extent not prohibited by applicable law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority exercising examination or regulatory authority) to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over such Committed Lender or any of its affiliates (in which case such Committed Lender, to the extent practicable and not prohibited by law, agrees (except with respect to any routine or ordinary course audit or examination conducted by bank examiners or any governmental bank regulatory authority exercising examination or regulatory authority) to inform you promptly thereof and if such Committed Lender is unable to notify you in advance of such disclosure, such notice shall be delivered to you promptly thereafter to the extent permitted by law), (c) to the extent that such information becomes publicly available other than by reason of disclosure by any of the Committed Lenders or any of their affiliates or any of the Committed Lenders’ and such affiliates’ respective officers, directors, employees, attorneys, accountants, advisors and other representatives in violation of any confidentiality obligations owing to you, the Sponsor or any of their respective subsidiaries (including those set forth in this paragraph), (d) to the extent that such information is received by such Committed Lender or its affiliates from a third party that is not, to such Committed Lender’s or its affiliates’ knowledge, subject to confidentiality obligations owing to you, the Sponsor or any of their respective subsidiaries, (e) to the extent that such information was already in such Committed Lender’s or its affiliates’ possession on a non-confidential basis without a duty of confidentiality owing to you, the Sponsor or any of their respective affiliates being

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violated, or is independently developed by such Committed Lender or its affiliates, (f) to such Committed Lender’s affiliates and such Committed Lender’s and such affiliates’ respective trustees, officers, directors, employees, attorneys, accountants, advisors and other representatives (collectively, the “Representatives”) who need to know such information in connection with the Transactions and are informed of the confidential nature of such information and who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) (provided, that such Committed Lender shall be responsible for its affiliates and its affiliates’ Representatives), (g) to potential or prospective Lenders, participants or assignees and any direct or indirect contractual counterparties to any swap or derivative transaction relating to the Borrower and its obligations under the Incremental Facility (in each case, other than a Disqualified Party (as defined in the Existing Credit Agreement)), in each case who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph), (h) subject to your prior approval of the information to be disclosed (such approval not to be unreasonably withheld, conditioned or delayed), to rating agencies in connection with obtaining or updating ratings for the Borrower, the Incremental Facility or the Facilities (as defined in the Existing Credit Agreement), (i) for purposes of establishing a “due diligence defense”, (j) to the extent necessary in connection with the exercise of any remedy or enforcement of any rights hereunder, (k) to any other party hereto or (l) to the extent you consent to such proposed disclosure. Each Committed Lender shall be principally liable to the extent any confidentiality restrictions set forth herein are violated by one or more of its affiliates or any of its Representatives to whom such Committed Lender has disclosed information pursuant to clause (f) in the proviso in the first sentence of this paragraph. The Committed Lenders’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Incremental Facility upon the initial funding of the Incremental Facility thereunder, if and to the extent the Committed Lenders are party thereto, and shall in any event terminate upon the second anniversary of the date hereof.

The syndication, reimbursement and compensation provisions (if applicable in accordance with the terms hereof and the Fee Letter), the indemnification, waiver of indirect, special, punitive or consequential damages, confidentiality (except to the extent set forth herein), jurisdiction, governing law and venue provisions, the absence of fiduciary relationship and waiver of conflict provisions in the ninth preceding paragraph and the waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether Facility Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Committed Lenders’ commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to the confidentiality of the Fee Letter, syndication of the Incremental Facility and provision of information, shall automatically terminate and be superseded by the Facility Documentation upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter, and you shall be automatically released from all liability in connection therewith at such time.

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We hereby notify you that pursuant to the requirements of the U.S. PATRIOT Improvement and Reauthorization Act, Title III of Pub. L.107-56 (signed into law October 26, 2001, as amended from time to time, the “PATRIOT Act”), each of the Committed Lenders and each other Lender is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name, address, tax identification number and other information regarding the Borrower and each Guarantor that will allow any of the Committed Lenders or such Lender to identify the Borrower and such Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to the Committed Lenders and each Lender.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Administrative Agent, on behalf of the Committed Lenders, executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on January 19, 2018. The Committed Lenders’ commitments hereunder and agreements contained herein will expire at such time in the event that the Administrative Agent has not received such executed counterparts in accordance with the immediately preceding sentence. This Commitment Letter and the commitments and undertakings of each of the Committed Lenders hereunder shall automatically terminate upon the first to occur of (i) the three week anniversary of the date hereof (the “Expiration Date”), unless each of the Committed Lenders shall, in their discretion, agree in writing to an extension and (ii) the consummation of the Transactions with or without the funding of the Incremental Facility. You shall have the right to terminate this Commitment Letter and the commitments of the Committed Lenders hereunder with respect to the Incremental Facility (or a portion thereof pro rata among the Committed Lenders under the Incremental Facility; provided that if, as a result of the exercise by the Lead Arrangers of any flex rights pursuant to the flex provisions in the Fee Letter, the Incremental Facility would not be fungible with the Initial Term Loans (as defined in the Existing Credit Agreement), the commitments may only be terminated in part if at least $250.0 million of commitments remain in place on the Closing Date) at any time upon written notice to the Committed Lenders from you, subject to your surviving obligations as set forth in the third to last paragraph of this Commitment Letter and in the Fee Letter.

[Remainder of this page intentionally left blank]

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The Committed Lenders are pleased to have been given the opportunity to assist you in connection with the financing for the Repurchase.

Very truly yours,

[signature pages follow]

DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Edwin E. Roland
	Name: Edwin E. Roland
	Title: Managing Director
By:	/s/ Alvin Varughese
	Name: Alvin Varughese
	Title: Director

DEUTSCHE BANK SECURITIES INC.
By:	/s/ Edwin E. Roland
	Name: Edwin E. Roland
	Title: Managing Director
By:	/s/ Alvin Varughese
	Name: Alvin Varughese
	Title: Director

[Signature Page to Atkore Commitment Letter]

Accepted and agreed to as of

the date first above written:

ATKORE INTERNATIONAL, INC.

By:	/s/ James A. Mallak
	Name:	James A. Mallak
	Title:	Vice President and Chief Financial Officer

[Signature Page to Atkore Commitment Letter]

CONFIDENTIAL EXHIBIT A

Atkore International, Inc.

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”) or in the other Exhibits to the Commitment Letter.

The Borrower intends to finance the payment of a dividend by the Company to its indirect parent Atkore International Group Inc., a Delaware corporation (“Parent”), to facilitate the repurchase by Parent from certain of its equity holders of up to $375.0 million of capital stock of Parent (the “Repurchase”).

In connection with the foregoing, it is intended that:

a) The Borrower will obtain (1) up to $425.0 million under the Incremental Facility, plus any Flex Increase, on or prior to the date of the Repurchase. The proceeds from the Incremental Facility shall be used, inter alia, to consummate the Repurchase, to fund the Prepayment (as defined below) and to pay fees, premiums and expenses incurred in connection with the Transactions (such fees, premiums and expenses, together with amounts necessary to consummate the Repurchase and to fund the Prepayment, the “Transaction Costs”).

b) The Borrower will prepay all or a portion of the outstanding ABL Facility Loans (as defined in the Existing Credit Agreement) under the Senior ABL Facility (as defined in the Existing Credit Agreement) (the “Prepayment”).

The transactions described above and the payment of related fees, premiums and expenses are collectively referred to herein as the “Transactions”.

CONFIDENTIAL EXHIBIT B

Atkore International, Inc.

Incremental Facility

Summary of Principal Terms and Conditions

All capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Letter to which this term sheet is attached, including the other Exhibits thereto.

Borrower:	The Borrower under the Existing Credit Agreement (the “Borrower”).
Transactions:	As set forth in Exhibit A to the Commitment Letter.
Agents:	DBNY will act as sole and exclusive administrative agent and collateral agent (in such capacity, the “Administrative Agent”) in respect of the Incremental Facility pursuant to the Existing Credit Agreement for a syndicate of financial institutions to be reasonably acceptable to the Lead Arranger and the Borrower (together with the Committed Lenders, the “Lenders”), and will perform the duties customarily associated with such roles.
Joint Bookrunner and Lead Arrangers:	DBSI (in such capacity, the “Lead Arranger”).
Incremental Facility:	A first lien secured term loan facility (the “Incremental Facility”, the loans thereunder, the “Incremental Loans”) in an aggregate principal amount of up to $425.0 million plus, at the Borrower’s option pursuant to the terms of the Fee Letter, any Flex Increase, to be documented as an incremental term loan facility under the Existing Credit Agreement; provided that the aggregate principal amount of the Incremental Facility shall not exceed the amount permitted to be incurred under Section 2.8 of the Existing Credit Agreement. The Incremental Facility will be effected by adding additional term loans to the Initial Term Loans under the Existing Credit Agreement pursuant to an Increase Supplement (as defined in the Existing Credit Agreement); provided that if, as a result of the exercise by the Lead Arrangers of any flex rights pursuant to the

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	flex provisions in the Fee Letter, the Incremental Facility would not be fungible with the Initial Term Loans (as defined in the Existing Credit Agreement), the Incremental Facility will be effected by adding a new term loan facility under the Existing Credit Agreement.
Incremental Facility:	As per the Existing Credit Agreement.
Purpose:	The proceeds of borrowings under the Incremental Facility will be used by the Borrower, on or following the date of the initial borrowing under the Incremental Facility (the “Closing Date”), together with (at the Borrower’s option) cash on hand and proceeds of ABL Facility Loans (as defined in the Existing Credit Agreement), solely to fund the Prepayment and to finance other Transaction Costs.
Availability:	The Incremental Facility will be available in a single drawing on the Closing Date. Amounts borrowed under the Incremental Facility that are repaid or prepaid may not be reborrowed.
Interest Rates and Fees:	As set forth in Annex I hereto.
Default Rate:	As per the Existing Credit Agreement.
Final Maturity and Amortization:	The Incremental Facility will mature on December 22, 2023 (the “Maturity Date”) and will amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Incremental Facility, with the balance payable on the Maturity Date; provided that individual Lenders shall have the right to agree to extend the maturity of their Incremental Loans upon the request of the Borrower and without the consent of any other Lender (as set forth in the Existing Credit Agreement).
Guarantees:	As per the Existing Credit Agreement and ratably with the existing Facilities (as defined in the Existing Credit Agreement) under the Existing Credit Agreement.
Security:	As per the Existing Credit Agreement and ratably with the existing facilities under the Existing Credit Agreement.

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Mandatory Prepayments:	As per the Existing Credit Agreement and ratably with the existing term loans under the Existing Credit Agreement.
Voluntary Prepayments:	As per the Existing Credit Agreement.
Documentation:	The definitive documentation for the Incremental Facility will be negotiated in good faith to reflect the terms set forth in the Commitment Letter and, if applicable, the flex provisions of the Fee Letter, and in any event will contain only those conditions to borrowing, representations and warranties, covenants and events of default expressly set forth in this Term Sheet. Notwithstanding the foregoing, the only conditions to the availability of the Incremental Facility on the Closing Date shall be the applicable conditions set forth in the Funding Conditions Provision and in Exhibit D to the Commitment Letter and under the heading “Conditions Precedent to Initial Extension of Credit” below.
Representations and Warranties:	As per the Existing Credit Agreement.
Conditions Precedent to Initial Extension of Credit:	The initial extension of credit under the Incremental Facility will be subject solely to (a) the applicable conditions set forth in the Funding Conditions Provision and in Exhibit D to the Commitment Letter, (b) the condition that the representations and warranties shall be true and correct in all material respects on and as of the Closing Date (although any representation or warranty which expressly relates to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), (c) the condition that no event of default under Section 9.1(a) or 9.1(f) of the Existing Credit Agreement shall have occurred and be continuing and (d) the receipt by the Administrative Agent of a completed life-of-loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Fee Property (as defined in the Credit Agreement), and to the

B-3

	extent any building or mobile home located on any Mortgaged Fee Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party and (ii) evidence of flood insurance as required by Subsection 7.5 of the Credit Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
Affirmative Covenants:	As per the Existing Credit Agreement.
Negative Covenants:	As per the Existing Credit Agreement.
Financial Covenants:	None.
Events of Default:	As per the Existing Credit Agreement.
Voting:	As per the Existing Credit Agreement.
Cost and Yield Protection:	As per the Existing Credit Agreement.
Assignments and Participations:	As per the Existing Credit Agreement.
Successor Administrative Agent:	As per the Existing Credit Agreement.
Expenses and Indemnification:	As per the Existing Credit Agreement; provided that, for the avoidance of doubt, the reimbursement of the reasonable fees, disbursements and other charges of counsel in connection with the preparation, execution, delivery and syndication of the Incremental Facility shall be limited to fees, disbursements and charges of counsel to the Administrative Agent and the Lead Arranger identified herein (and, for the avoidance of doubt, not of counsel to any other Committed Lender or any other Lead Arranger individually).
Governing Law and Forum:	As per the Existing Credit Agreement.
Counsel to the Administrative Agent and Lead Arranger:	Cahill Gordon & Reindel LLP.

B-4

CONFIDENTIAL ANNEX I TO EXHIBIT B

Interest Rates:	The per annum interest rates under the Incremental Facility will be as follows:
	At the option of the Borrower, Adjusted LIBOR plus 3.00% or ABR plus 2.00%.
	The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if available to all relevant Lenders, 12 months or a shorter period) for Adjusted LIBOR borrowings, as per the Existing Credit Agreement.
	Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate), and interest shall be payable at the end of each interest period and, in any event, at least every 3 months.
	ABR shall mean the “Alternate Base Rate” as defined in the Existing Credit Agreement.
	Adjusted LIBOR shall mean the “Adjusted LIBOR Rate” as defined in the Existing Credit Agreement (it being understood and agreed, for the avoidance of doubt, that the 1.00% per annum “LIBOR floor” shall also apply to the Incremental Facility); provided that if, as a result of the exercise by the Lead Arrangers of any flex rights pursuant to the flex provisions in the Fee Letter, the Incremental Facility would not be fungible with the Initial Term Loans (as defined in the Existing Credit Agreement), if at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in Subsection 4.7 of the Existing Credit Agreement have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Subsection 4.7 of the Existing Credit Agreement have not arisen but the supervisor for the administrator of the London interbank offered rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the London interbank offered rate shall no longer be used for determining interest rates for loans in U.S. dollars, then the Administrative Agent and the

B-I-1

Borrower shall endeavor to establish an alternate rate of interest to Adjusted LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to the Facility Documentation and/or the Existing Credit Agreement, as necessary, to reflect such alternate rate of interest and such other related changes to the Facility Documentation and/or the Existing Credit Agreement as may be applicable. Notwithstanding anything to the contrary in the Facility Documentation and/or the Existing Credit Agreement, such amendment shall become effective without any further action or consent of any other party to the Facility Documentation and/or the Existing Credit Agreement.

B-I-2

EXHIBIT C

Atkore International, Inc.

Summary of Additional Conditions

All capitalized terms used but not defined herein shall have the meaning given to them in the Commitment Letter to which this Summary of Additional Conditions is attached, including the other Exhibits thereto.

Except as otherwise set forth below, the initial borrowing under the Incremental Facility shall be subject to the satisfaction or waiver of the following additional conditions:

1. Since the date hereof, there has been no development or event relating to or affecting any Loan Party (as defined in the Existing Credit Agreement) which has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Existing Credit Agreement).

2. All fees related to the Transactions payable to the Lead Arrangers, the Administrative Agent or the Lenders shall have been paid to the extent due.

3. The Lead Arrangers shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Borrower substantially in the form of Exhibit H to the Existing Credit Agreement certifying the solvency, after giving effect to the Transactions, of the Borrower and its subsidiaries on a consolidated basis.

4. The Lead Arrangers shall have received at least three business days prior to the Closing Date all documentation and information as is reasonably requested in writing by the Administrative Agent, at least seven business days prior to the Closing Date, about the Borrower and the Guarantors mutually agreed to be required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

5. You shall have provided to the Lead Arrangers the Lenders Presentation not less than 7 consecutive business days prior to the Closing Date (or such shorter period reasonably acceptable to the Lead Arrangers).

C-1

EX-99.1

Exhibit 99.1

Atkore International Group Inc. Announces Share Repurchase Transaction and Preliminary First Quarter 2018 Results

01.22.18

HARVEY, Ill.—(BUSINESS WIRE)— Atkore International Group Inc. (the “Company” or “Atkore”) (NYSE: ATKR), a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets, today announced a stock repurchase transaction whereby the Company has agreed to repurchase from CD&R Allied Holdings, L.P. (the “CD&R Investor”) approximately 17 million shares of the Company’s common stock, par value $0.01 per share, at a per share price equal to $21.77, for a total purchase price of approximately $375 million, subject to the terms and conditions set forth in the stock purchase agreement.

The stock repurchase transaction, which is expected to close on or prior to February 9, 2018, is expected to be funded using the proceeds of an incremental borrowing under the existing first lien term loan credit facility entered into by certain subsidiaries of the Company.

Following the completion of the stock repurchase transaction, the CD&R Investor will own approximately 29% of the Company’s outstanding common stock, and the Company expects its leverage ratio to be approximately 3.5 times on a pro forma basis.

The stock repurchase transaction is expected to benefit both full year EPS and full year Adjusted EPS by approximately $0.24 per share.

Preliminary First Quarter 2018 Results

The financial results for the Company for the first quarter of fiscal year 2018 are not yet finalized. However, the following information reflects management’s current expectations with respect to the Company’s first quarter of fiscal year 2018 results, which exclude any impact from the above repurchase transaction.

The Company expects first quarter 2018 Net income of approximately $27.2 million, up $9.8 million or 56% compared to first quarter 2017, Adjusted EBITDA of approximately $58.5 million, up $8.6 million or 17% compared to first quarter 2017, Net income per diluted share of $0.41, up $0.15 or 58% compared to first quarter 2017; Adjusted Net income per diluted share of $0.46, up $0.18 or 64% compared to first quarter 2017, and cash flow from operating activities of $49 million, up $17.0 million or 52% compared to first quarter 2017.

For the first quarter of fiscal year 2018, based on the company’s initial review, Atkore expects the federal tax reform to result in a one-time reduction to tax expense in the range of $4 - $5 million related to revaluation of U.S. deferred tax balances due to a reduction of the U.S. statutory corporate tax rate. There is not expected to be an impact from the taxation of unremitted earnings of non-U.S. subsidiaries owned directly or indirectly by U.S. subsidiaries of Atkore.

For fiscal year 2018, Atkore anticipates that its effective tax rate, factoring in the impact of the tax reform, will be in the range of 22% - 24%, which represents a decrease in the range of 11% - 13% compared to its prior guidance of 35% before the federal tax reform. Beyond fiscal year 2018, Atkore expects its effective tax rate to be in the range of 25% - 27%.

Cautionary Statement Regarding Preliminary Results for the First Quarter of 2018

The estimated first quarter 2018 results are preliminary, unaudited and subject to completion, reflect management’s current views and may change as a result of management’s review of results and other factors. Such preliminary results are subject to the closing of the first quarter of fiscal year 2018 and finalization of first quarter financial and accounting procedures (which have yet to be performed) and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). We caution you that the first quarter of fiscal year 2018 estimates are not guarantees of future performance or outcomes and that actual results may differ materially from those described above. Factors that could cause actual results to differ from those described above are set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”) and under “Cautionary Statement Regarding Forward-Looking Statements” below. You should read this information together with the financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for prior periods included in the Company’s SEC filings. Neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results, nor have they expressed any opinion or any other form of assurance on the preliminary results.

Full Year 2018 Guidance

The Company reaffirms its expectation that fiscal year 2018 Adjusted EBITDA will be in the range of $245 - $260 million and is updating its Adjusted EPS guidance to be in the range of $1.95 - $2.15 due to the expected impact of the federal tax reform and after giving effect to the stock repurchase transaction. Reconciliations of the forward-looking full-year and fiscal first quarter 2018 outlook for Adjusted EBITDA and Adjusted EPS are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations.

Atkore will provide further details on its results, the expected impact of tax reform, and the stock repurchase transaction when it announces earnings for the first quarter of 2018 on Tuesday, February 6, 2018, before the opening of the New York Stock Exchange. The Company will host a conference call at 8:00 a.m. U.S. Eastern time that day to discuss first quarter 2018 earnings results and its guidance for 2018 earnings with securities analysts and institutional investors.

Conference Call Information

Atkore management will host a conference call, February 6, 2018, at 8:00 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (877) 407-0789 (domestic) or (201) 689-8562 (international). The call will be available for replay until February 20, 2018. The replay can be accessed by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13675354.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at http://investors.atkore.com. The online replay will be available on the same website immediately following the call.

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To learn more about the Company please visit the company’s website at http://investors.atkore.com.

About Atkore International Group Inc.

Atkore International Group Inc. is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions for the construction and industrial markets. The Company manufactures a broad range of end-to-end integrated products and solutions that are critical to its customers’ businesses and employs approximately 3,500 people at 61 manufacturing and distribution facilities worldwide. The Company is headquartered in Harvey, Illinois.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to financial outlook. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

A number of important factors, including, without limitation, the risks and uncertainties discussed under the caption “Risk Factors” in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (SEC) on November 29, 2017 could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines in, and uncertainty regarding, the general business and economic conditions in the U.S. and international markets in which we operate; weakness or another downturn in the U.S. non-residential construction industry; changes in prices of raw materials; pricing pressure, reduced profitability, or loss of market share due to intense competition; availability and cost of third-party freight carriers and energy; high levels of imports of products similar to those manufactured by us; changes in federal, state, local and international governmental regulations and trade policies; adverse weather conditions; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; failure of our indemnification agreements in connection with acquisitions to adequately protect us from liabilities; increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws; reduced spending by, deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers; increases in our working

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capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products; work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons; challenges attracting and retaining key personnel or high-quality employees; changes in our financial obligations relating to pension plans that we maintain in the United States; reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers; loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate; security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information; possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand; safety and labor risks associated with the manufacture and in the testing of our products; product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings; our ability to protect our intellectual property and other material proprietary rights; risks inherent in doing business internationally; our inability to introduce new products effectively or implement our innovation strategies; the inability of our customers to pay off the credit lines extended to them by us in a timely manner and the negative impact on customer relations resulting from our collections efforts with respect to non-paying or slow-paying customers; tax legislation that could materially impact the tax aspects of our business; the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of liabilities in connection with violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws; the incurrence of additional expenses, increase in complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; the significant influence our majority stockholder will have over corporate decisions; and other factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Contact:

Atkore International Group Inc.

Keith Whisenand

Vice President - Investor Relations

708-225-2124

KWhisenand@atkore.com

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Non-GAAP Financial Information

This press release includes certain financial information, not prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, these measures should not be considered substitutes for the performance measures derived in accordance with GAAP. See non-GAAP reconciliations below in this press release for a reconciliation of these measures to the most directly comparable GAAP financial measures.

Adjusted EBITDA and Adjusted EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business. We use Adjusted EBITDA and Adjusted EBITDA Margin in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA Margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define Adjusted EBITDA as net income (loss) before: loss from discontinued operations (net of income taxes), income tax expense (benefit), depreciation and amortization, interest expense (net), loss (gain) on extinguishment of debt, restructuring and impairments, stock-based compensation, gain on sale of joint venture, consulting fees, certain legal matters, transaction costs, other items, and multi-employer pension withdrawal.

We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA as a profitability measure in evaluating the performance of our business. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Net sales.

Adjusted Net Income and Adjusted Earnings per Share

We use Adjusted net income and Adjusted earnings per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company’s results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and or non-cash items. We define Adjusted net income as net income (loss) before consulting fees, stock-based compensation expense and other items. We define Adjusted earnings per share as basic and diluted earnings per share excluding the per share impact of consulting fees, stock-based compensation and other items.

Leverage Ratio - Net debt/Adjusted EBITDA

We define leverage ratio as the ratio of net debt (total debt less cash and cash equivalents) to Adjusted EBITDA on a trailing twelve month basis. We believe the leverage ratio is useful to investors as an alternative liquidity measure.

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ATKORE INTERNATIONAL GROUP INC.

ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:

	Three months ended
(in thousands)	December 29, 2017		December 30, 2016
Net income	$	27,189	$	17,382
Interest expense, net		6,594		9,830
Income tax expense		2,516		5,507
Depreciation and amortization		17,210		13,628
Loss on extinguishment of debt		—		9,805
Restructuring & impairments		262		389
Stock-based compensation		3,564		2,720
Transaction costs		645		1,560
Other (a)		507		(10,930	)
Adjusted EBITDA	$	58,487	$	49,891

(a) Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.

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Debevoise Comments—January 18, 2018

ATKORE INTERNATIONAL GROUP INC.

ADJUSTED NET INCOME PER SHARE

The following table presents reconciliations for Adjusted net income to net income for the periods presented:

	Three months ended
(in thousands, except per share data)	December 29, 2017			December 30, 2016
Net income	$	27,189		$	17,382
Stock-based compensation		3,564			2,720
Loss on extinguishment of debt		—			9,805
Other (a)		507			(10,930	)
Pre-tax adjustments to net income		4,071			1,595
Tax effect		(1,059	)		(571	)
Adjusted net income	$	30,201		$	18,406
Weighted-Average Common Shares Outstanding
Basic		63,316			62,642
Diluted		65,989			65,920
Net income per share
Basic	$	0.43		$	0.28
Diluted	$	0.41		$	0.26
Adjusted Net income per share
Basic	$	0.48		$	0.29
Diluted	$	0.46		$	0.28

(a) Represents other items, such as inventory reserves and adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.