EXHIBIT 10.14 CONSENT AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This CONSENT AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") is dated as of August 6, 2004, and is...Loan and Security Agreement • September 3rd, 2004 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials
EXHIBIT 1.1 BEACON ROOFING SUPPLY, INC. _____Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2004 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
TERMINATION AGREEMENTTermination Agreement • September 21st, 2004 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
CONSENT AND FIRST AMENDMENTLoan and Security Agreement • September 3rd, 2004 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2015 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
This REGISTRATION RIGHTS AGREEMENT dated October 1, 2015 (this “Agreement”) is entered into by and among Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the initial purchasers listed in Exhibit A to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 17th, 2021 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
This Indemnification Agreement (“Agreement”), dated as of ________, 2021, is by and between Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”) and [●] (the “Indemnitee”).
BEACON ROOFING SUPPLY, INC. AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 6.500% Senior Secured Notes due 2030 INDENTURE Dated as of July 31, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral AgentIndenture • July 31st, 2023 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
INDENTURE, dated as of July 31, 2023, among BEACON ROOFING SUPPLY, INC., a Delaware corporation (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is entered into and effective as of October 20, 2003, by and between Robert R. Buck ("EXECUTIVE") and Beacon Sales Acquisition, Inc. d/b/a Beacon Sales Company, a Delaware...Employment Agreement • May 28th, 2004 • Beacon Roofing Supply Inc • Massachusetts
Beacon Roofing Supply, Inc. 6,325,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 25th, 2017 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
The Company has entered into a Stock Purchase Agreement, dated as of August 24, 2017, as amended and supplemented from time to time (including all exhibits, schedules and attachments thereto, the “Acquisition Agreement”), among the Company, Oldcastle, Inc., a Delaware corporation (“Allied Parent”), and Oldcastle Distribution, Inc., a Delaware corporation (“Allied Seller”), pursuant to which the Company will acquire 100% of the outstanding capital stock of Allied Building Products Corp., a New Jersey corporation (“Allied”), and Kapalama Kilgos Acquisition Corp., a Delaware corporation (“Kilauea” and, together with Allied and its and their respective subsidiaries, being hereinafter called the “Acquired Company”), after the offering of the Shares hereunder.
Beacon Roofing Supply, Inc. 5,218,134 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 19th, 2024 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials
CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (the “Selling Stockholder”), as a stockholder of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,218,134 shares (the “Shares”) of Common Stock, $0.01 par value per share (the “Stock”), of the Company. To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” in this Agreement shall mean the singular “Underwriter.”
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of _________________, 2004, between CODE, HENNESSY & SIMMONS III, L.P. a Delaware limited partnership ("Code"), and BEACON ROOFING SUPPLY, INC., a Delaware corporation (the...Registration Rights Agreement • July 20th, 2004 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Illinois
BEACON ROOFING SUPPLY, INC. 8,750,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 18th, 2005 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), of the Company and the stockholders of the Company named in Schedule II and Schedule III hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 6,750,000 shares and, at the option of the Underwriters, up to an additional 1,312,500 shares of Common Stock. The aggregate of 8,750,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of 1,312,500 additional shares to be sold by the Selling Stockholders is herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
Exhibit 10.5 EXECUTIVE SECURITIES AGREEMENT This Executive Securities Agreement ("AGREEMENT") is entered into and effective as of October 20, 2003 by and among Beacon Roofing Supply, Inc., a Delaware corporation (the "COMPANY"), Robert R. Buck...Executive Securities Agreement • May 28th, 2004 • Beacon Roofing Supply Inc • Delaware
BEACON ESCROW CORPORATION TO BE MERGED WITH AND INTO BEACON ROOFING SUPPLY, INC. AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO INDENTURE Dated as of October 25, 2017 as TrusteeIndenture • October 26th, 2017 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
INDENTURE dated as of October 25, 2017, between BEACON ESCROW CORPORATION (the “Escrow Issuer”), a Delaware corporation and a wholly-owned subsidiary of BEACON ROOFING SUPPLY, INC., a Delaware corporation (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2006 among BEACON SALES ACQUISITION, INC., as Borrower BEACON ROOFING SUPPLY, INC., as one of the Guarantors THE LENDERS AND L/C ISSUERS PARTY HERETO and GENERAL ELECTRIC CAPITAL...Credit Agreement • November 3rd, 2006 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Illinois
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 2, 2006, is entered into among BEACON SALES ACQUISITION, INC., a Delaware corporation (the “Borrower”), BEACON ROOFING SUPPLY, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below), the L/C Issuers (as defined below) and GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as administrative agent and collateral agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).
AMENDMENT NO. 2 (this “Amendment”), dated as of July 3, 2023, is executed and delivered by Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), pursuant to Section 6.8(c)(ii) of that certain Amended and Restated Term...Term Loan Credit Agreement • July 10th, 2023 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
AGREEMENT (this “Agreement”), dated as of May 19, 2021, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.
BEACON ROOFING SUPPLY, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON- EMPLOYEE DIRECTORS (Settlement at Retirement)Restricted Stock Unit Award Agreement • May 15th, 2024 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-based Vesting)Restricted Stock Unit Award Agreement • May 15th, 2024 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
CREDIT AGREEMENT dated as of April 5, 2012 by and among BEACON ROOFING SUPPLY, INC., as Holdings, BEACON SALES ACQUISITION, INC., as US Borrower, BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower, the Lenders referred to herein, as Lenders,...Credit Agreement • April 5th, 2012 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
BEACON ROOFING SUPPLY, INC. AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO INDENTURE Dated as of October 9, 2019 as Trustee and Collateral AgentIndenture • October 9th, 2019 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
INDENTURE, dated as of October 9, 2019, among BEACON ROOFING SUPPLY, INC., a Delaware corporation (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
EXHIBIT 10.3 AMENDMENT AND WAIVER This Amendment and Waiver ("AMENDMENT") is entered into and effective as of July 30, 2004 by and among Robert R. Buck ("EXECUTIVE") and Beacon Sales Acquisition, Inc. d/b/a Beacon Sales Company, a Delaware corporation...Employment Agreement • September 3rd, 2004 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials
Beacon Roofing Supply, Inc. 8,536,500 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 20th, 2016 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
CD&R Roadhouse Holdings, L.P., a Cayman Islands exempted limited partnership (the “Selling Stockholder”), as a stockholder of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to you (the “Underwriter”) an aggregate of 8,536,500 shares (the “Shares”) of Common Stock, $0.01 par value per share (the “Stock”), of the Company.
BEACON ROOFING SUPPLY, INC. 8,750,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 16th, 2005 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 shares of common stock, par value $.01 per share (the “Common Stock”), of the Company and the stockholders of the Company named in Schedule II and Schedule III hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 6,750,000 shares and, at the option of the Underwriters, up to an additional 1,312,500 shares of Common Stock. The aggregate of 8,750,000 shares to be sold by the Company and the Selling Stockholders is herein called the “Underwritten Shares” and the aggregate of 1,312,500 additional shares to be sold by the Selling Stockholders is herein called the “Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
BEACON ROOFING SUPPLY, INC. 6.500% Senior Secured Notes due 2030 PURCHASE AGREEMENTPurchase Agreement • July 18th, 2023 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), confirms its agreement with J.P. Morgan Securities LLC (“JPM”), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and Truist Securities, Inc. (collectively, the “Initial Purchasers”), for whom JPM is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of $600,000,000 in aggregate principal amount of the Company’s 6.500% Senior Secured Notes due 2030 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of July 31, 2023 (the “Indenture”) among the Company, Beacon Sales Acquisition, Inc. (the “Guarantor”), U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”).
INVESTMENT AGREEMENT dated as of August 24, 2017 by and among Beacon Roofing Supply, Inc., CD&R Boulder Holdings, L.P. and Clayton, Dubilier & Rice Fund IX, L.P. (solely for purposes of Sections 4.13 and 4.14 hereof)Investment Agreement • August 24th, 2017 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
INVESTMENT AGREEMENT, dated as of August 24, 2017 (this “Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”), and, solely for purposes of Sections 4.13 and 4.14 hereof, Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership (the “CD&R Fund”).
US$ 970,000,000 TERM LOAN CREDIT AGREEMENT dated as of January 2, 2018 by and among BEACON ROOFING SUPPLY, INC., as the Borrower, the LENDERS referred to herein, CITIBANK, N.A., as Administrative Agent and Collateral Agent, WELLS FARGO BANK, NATIONAL...Term Loan Credit Agreement • January 5th, 2018 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
TERM LOAN CREDIT AGREEMENT, dated as of January 2, 2018, by and among BEACON ROOFING SUPPLY, INC., a Delaware corporation, as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and CITIBANK, N.A., as Administrative Agent for the Lenders.
REGISTRATION RIGHTS AGREEMENT of BEACON ROOFING SUPPLY, INC. dated as of January 2, 2018Registration Rights Agreement • January 5th, 2018 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), and any Person who becomes a party hereto pursuant to Section 8(d) (each such party and CD&R Investor, a “CD&R Stockholder” and collectively, the “CD&R Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
BEACON ROOFING SUPPLY, INC. AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO INDENTURE Dated as of October 1, 2015 as Trustee CROSS-REFERENCE TABLEIndenture • October 1st, 2015 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • New York
ADOPTION AGREEMENT DEFERRED COMPENSATION PLANDeferred Compensation Plan • February 17th, 2023 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials
The undersigned Company acting on behalf of itself and each Participating Employer, having been duly advised by its own counsel as to the legal and tax consequences of adopting this Deferred Compensation Plan, and having determined that adoption of this Plan as an unfunded, nonqualified deferred compensation plan (intending that the same comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended) would better enable the Company to attract and retain key personnel, HEREBY ADOPTS the attached Deferred Compensation Plan, subject to the following terms, conditions and elections, all of which are integral parts of the Plan adopted hereby:
BEACON ROOFING SUPPLY, INC. SECOND AMENDED AND RESTATED 2014 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Time-based Vesting)Restricted Stock Unit Award Agreement • May 8th, 2020 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Grantee”), relating to the common stock, par value $.01 per share (the “Common Stock”), of the Company, shall be subject to the following terms and conditions and the provisions of the Beacon Roofing Supply, Inc. Second Amended and Restated 2014 Stock Plan (“Plan”), a copy of which is attached hereto and the terms of which are hereby incorporated by reference:
BEACON ROOFING SUPPLY, INC. 2004 STOCK PLAN (As Amended and Restated Effective February 8, 2011) RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 10th, 2011 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
A Restricted Stock Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named in the attached Award letter (the “Grantee”), of common stock, par value $.01 per share (the “Common Stock”), of the Company, shall be subject to the following terms and conditions and the provisions of the Beacon Roofing Supply, Inc. 2004 Stock Plan, as amended and restated effective February 8, 2011 (the “Plan”), a copy of which is attached hereto and the terms of which are hereby incorporated by reference:
BEACON ROOFING SUPPLY, INC. SECOND AMENDED AND RESTATED 2014 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-based Vesting)Restricted Stock Unit Award Agreement • May 8th, 2020 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Time-based Vesting) (Optional Deferred Settlement)Restricted Stock Unit Award Agreement • May 15th, 2024 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Grantee”), relating to the common stock, par value $.01 per share (the “Common Stock”), of the Company, shall be subject to the following terms and conditions and the provisions of the Beacon Roofing Supply, Inc. 2024 Stock Plan (“Plan”), a copy of which is attached hereto and the terms of which are hereby incorporated by reference:
Execution Version EXECUTIVE SECURITIES AGREEMENT This Executive Securities Agreement ("AGREEMENT") is made as of August 21, 1997 by and among Beacon Holding Corporation, a Delaware corporation (the "COMPANY"), David Grace ("EXECUTIVE") and Code,...Executive Securities Agreement • May 28th, 2004 • Beacon Roofing Supply Inc • Illinois
BEACON ROOFING SUPPLY, INC. SECOND AMENDED AND RESTATED 2014 STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • May 8th, 2020 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware
A Stock Option (the “Option”) granted as of the date set forth above by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Optionee”), for common stock, par value $.01 per share (the “Common Stock”), of the Company shall be subject to the following terms and conditions:
