AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT AND INCREASE JOINDERCredit Agreement • August 3rd, 2023 • TopBuild Corp • Construction - special trade contractors • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 20, 2020, among TOPBUILD CORP., a Delaware corporation (the “Borrower”), each of the undersigned Subsidiaries of the Borrower, in its capacity as Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
TOPBUILD CORP., as Issuer, the Guarantors party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 14, 2021 4.125% Senior Notes due 2032Indenture • October 15th, 2021 • TopBuild Corp • Construction - special trade contractors • New York
INDENTURE, dated as of October 14, 2021, among TOPBUILD CORP., a Delaware corporation (the “Issuer”) and the Guarantors (as defined below) party hereto from time to time, and U.S. Bank National Association, a national banking association, as Trustee (as defined below).
PURCHASE AGREEMENTPurchase Agreement • March 1st, 2021 • TopBuild Corp • Construction - special trade contractors • New York
The Notes will be issued pursuant to an indenture to be dated as of the Closing Date (as defined below) (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a blanket letter of representations to be dated on or before the Closing Date (including the applicable Rule 144A and Regulation S riders thereto, the “DTC Letter of Representations”), between the Company and the Depositary.
AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • March 23rd, 2020 • TopBuild Corp • Construction - special trade contractors
This AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of March 20, 2020 among TOPBUILD CORP., a Delaware corporation (the “Borrower”), the other parties identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors hereunder after the date hereof (together with the Borrower, each individually a “Grantor”, and collectively, the “Grantors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties.
CREDIT AGREEMENTCredit Agreement • August 11th, 2015 • TopBuild Corp • Construction - special trade contractors • New York
THIS CREDIT AGREEMENT is entered into as of June 9, 2015 among the following: (i) TopBuild Corp., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); and (iii) PNC Bank, National Association, as a Lender, the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), the Swing Line Lender (as hereinafter defined) and an LC Issuer (as hereinafter defined).
TOPBUILD CORP., as Issuer, the Guarantors party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 15, 2021 3.625% Senior Notes due 2029Indenture • March 16th, 2021 • TopBuild Corp • Construction - special trade contractors • New York
INDENTURE, dated as of March 15, 2021, among TOPBUILD CORP., a Delaware corporation (the “Issuer”) and the Guarantors (as defined below) party hereto from time to time, and U.S. Bank National Association, a national banking association, as Trustee (as defined below).
CREDIT AGREEMENT dated as of [ ], 2015 among TOPBUILD CORP., as Borrower, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, BANK OF AMERICA, N.A. and SUNTRUST BANK, as Syndication Agents, U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent, and...Credit Agreement • June 8th, 2015 • TopBuild Corp • Construction - special trade contractors • New York
THIS CREDIT AGREEMENT is entered into as of [ ], 2015 among the following: (i) TopBuild Corp., a Delaware corporation (the “Borrower”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); and (iii) PNC Bank, National Association, as a Lender, the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), the Swing Line Lender (as hereinafter defined) and an LC Issuer (as hereinafter defined).
TAX MATTERS AGREEMENT betweenTax Matters Agreement • July 6th, 2015 • TopBuild Corp • Construction - special trade contractors • New York
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of June 29, 2015 between Masco Corporation (“Distributing”), a Delaware corporation, on behalf of itself and the members of the Distributing Group, as defined below, and TopBuild Corp. (“Controlled”), a Delaware corporation, on behalf of itself and the members of the Controlled Group, as defined below.
AGREEMENT AND PLAN OF MERGER BY AND AMONG DI PARENT, LP, DI SUPER HOLDINGS, INC., DIAMETER MERGER CO., TOPBUILD CORP., AND ADVENT INTERNATIONAL GPE VII, LLC, as Shareholder Representative Dated as of September 7, 2021Merger Agreement • September 8th, 2021 • TopBuild Corp • Construction - special trade contractors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 7, 2021, by and among: (i) TopBuild Corp., a Delaware corporation (“Buyer”); (ii) Diameter Merger Co., a Delaware corporation (“Merger Sub”); (iii) DI Super Holdings, Inc., a Delaware corporation (the “Company”); (iv) DI Parent, LP, a Delaware limited partnership (the “Seller”); and (v) Advent International GPE VII, LLC, a Delaware limited liability company (the “Shareholder Representative”), solely in its capacity as the Shareholder Representative.
ESCROW AND SECURITY AGREEMENT Dated as of April 25, 2018 TOPBUILD ESCROW CORP. as Grantor as Escrow Agent, Financial Institution and Trustee and TOPBUILD CORP.Escrow and Security Agreement • April 26th, 2018 • TopBuild Corp • Construction - special trade contractors • New York
THIS ESCROW AND SECURITY AGREEMENT is entered into on April 25, 2018 (this “Agreement”), by and among U.S. Bank National Association as escrow agent (in such capacity, the “Escrow Agent”), U.S. Bank National Association as a “bank” and “securities intermediary” (each term as defined in the Code (as defined herein)) (in such capacities, the “Financial Institution”), U.S. Bank National Association as trustee under the Indenture described below (the “Trustee”), TopBuild Escrow Corp., a Delaware corporation (the “Grantor”), and Grantor’s sole stockholder, TopBuild Corp., a Delaware Corporation (the “Company”).
EMPLOYEE MATTERS AGREEMENT dated as of June 29, 2015 by and between MASCO CORPORATION and TOPBUILD CORP.Employee Matters Agreement • July 6th, 2015 • TopBuild Corp • Construction - special trade contractors • Delaware
EMPLOYEE MATTERS AGREEMENT dated as of June 29, 2015 (as the same may be amended from time to time in accordance with its terms, this “Agreement”) between Masco Corporation, a Delaware corporation (“Masco”), and TopBuild Corp., a Delaware corporation (“TopBuild”).
SEPARATION AND DISTRIBUTION AGREEMENT dated as of , 2015 by and between MASCO CORPORATION and TOPBUILD CORP.Separation and Distribution Agreement • May 21st, 2015 • TopBuild Corp • Construction - special trade contractors • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT dated as of [·], 2015 (as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this “Agreement”) between Masco Corporation, a Delaware corporation (“Masco”), and TopBuild Corp., a Delaware corporation (“TopBuild”).
TRANSITION SERVICES AGREEMENT dated as of [ ] by and between MASCO CORPORATION and TOPBUILD Corp.Transition Services Agreement • May 21st, 2015 • TopBuild Corp • Construction - special trade contractors • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [·] by and between Masco Corporation, a Delaware corporation (“Masco”) and TopBuild Corp., a Delaware corporation (“TopBuild”).
TOPBUILD CORP. PERFORMANCE RESTRICTED STOCK AWARD AGREEMENTPerformance Restricted Stock Award Agreement • February 22nd, 2022 • TopBuild Corp • Construction - special trade contractors • Florida
TopBuild Corp. (the “Company”) hereby grants to the Grantee named below, subject to the provisions of the Amended and Restated TopBuild Corp. 2015 Long Term Stock Incentive Plan (the “Plan”) and this Performance Restricted Stock Award Agreement (this “Award Agreement”), the following Award consisting of the number of Restricted Stock Units on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. The terms and conditions governing this Award are set forth herein and in the Plan. Copies of the Plan and information about the Company are available online in the Company’s public filings.
Exhibit A [Form of] Loan NoticeCredit Agreement • February 23rd, 2023 • TopBuild Corp • Construction - special trade contractors
RE: Amended and Restated Credit Agreement dated as of March 20, 2020, among TopBuild Corp., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)
SECOND LEASE AMENDMENTLease Amendment • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
This Second Lease Amendment is made and entered into this 8th day of March 2000 by and between Principal Life Insurance Company, an Iowa corporation (“Landlord”) and Service Partners. LLC. a Virginia limited liability company (“Tenant”).
TOPBUILD CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 22nd, 2022 • TopBuild Corp • Construction - special trade contractors • Florida
TopBuild Corp. (the “Company”) hereby grants to the Grantee named below, subject to the provisions of the Amended and Restated TopBuild Corp. 2015 Long Term Stock Incentive Plan (the “Plan”) and this Restricted Stock Award Agreement (this “Award Agreement”), the following Award consisting of the number of Restricted Stock Units on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. The terms and conditions governing this Award are set forth herein and in the Plan. Copies of the Plan and information about the Company are available online in the Company’s public filings.
FIRST LEASE AMENDMENTLease Amendment • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
This First Lease Amendment is made and entered into this 15th day of October, 1999 by and between Principal Life Insurance Company, an Iowa corporation (“Landlord”) and Service Partners, LLC. a Virginia limited liability company (“Tenant”).
TOPBUILD CORP. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 3rd, 2016 • TopBuild Corp • Construction - special trade contractors • Florida
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Gerald Volas (“Executive”) and TopBuild Corp., a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), effective as of March 1, 2016 (the “Effective Date”).
FIFTH AMENDMENT TO LEASELease • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors • Virginia
SIXTH AMENDMENT TO LEASELease • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
FOURTH LEASE AMENDMENTLease Amendment • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
This Fourth Lease Amendment is made and entered into this 2nd day of June 2003 by and between Principal Life Insurance Company, an Iowa corporation (“Landlord”) and Service Partners, LLC, a Virginia limited liability company (“Tenant”).
TOPBUILD CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2024 • TopBuild Corp • Construction - special trade contractors • Florida
TopBuild Corp. (the “Company”) hereby grants to the Grantee named below, subject to the provisions of the Amended and Restated TopBuild Corp. 2015 Long Term Stock Incentive Plan (the “Plan”) and this Restricted Stock Unit Award Agreement (this “Award Agreement”), the following Award consisting of the number of Restricted Stock Units on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. The terms and conditions governing this Award are set forth herein and in the Plan. Copies of the Plan and information about the Company are available online in the Company’s public filings.
AMENDMENT TO CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 22nd, 2019 • TopBuild Corp • Construction - special trade contractors
This Amendment (this "Amendment") to the Change in Control and Severance Agreement (the "Agreement") dated as of March 1, 2016 between TopBuild Corp. (“TopBuild”), and Gerald Volas ("Executive"), is made as of February 22, 2019.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 11th, 2016 • TopBuild Corp • Construction - special trade contractors • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 9, 2016 (the “Effective Date”) among the following: (i) TopBuild Corp., a Delaware corporation (the “Borrower”); (ii) the Lenders party hereto; and (iii) PNC Bank, National Association, as the administrative agent (the “Administrative Agent”).
SEPARATION AGREEMENTSeparation Agreement • June 21st, 2018 • TopBuild Corp • Construction - special trade contractors • Florida
The parties to this Separation Agreement (this “Agreement”), Paul Joachimczyk (“Employee”) and TopBuild Support Services, Inc., its affiliates, parents, successors, predecessors, and subsidiaries (collectively, the “Company”) agree that:
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 11th, 2021 • TopBuild Corp • Construction - special trade contractors
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 8, 2021, is made by and among TOPBUILD CORP., a Delaware corporation (the “Borrower”), each of the undersigned Guarantors, BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto. Except as expressly provided herein, capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Credit Agreement.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
THIS THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of January 5, 2011, by and between JOSEPH V. FISHER TWO, L.L.C., a Florida limited liability company, and LAVERN B. FISHER TWO, L.L.C., a Florida limited liability company (collectively, “Landlord”), and MASCO ADMINISTRATIVE SERVICES, INC., a Delaware corporation (“Tenant”), with reference to the following facts which are acknowledged and agreed to by the parties and made a part hereof:
THIRD LEASE AMENDMENTLease Amendment • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
This Third Lease Amendment is made and entered into this 1st day of August 2000 by and between Principal Life Insurance Company, an Iowa corporation (“Landlord”) and Service Partners, LLC, a Virginia limited liability company (“Tenant”).
SEPARATION AND DISTRIBUTION AGREEMENT dated as of , 2015 by and between MASCO CORPORATION and [NAME OF SPIN CO]Separation and Distribution Agreement • March 4th, 2015 • Masco SpinCo Corp. • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT dated as of [·] (as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this “Agreement”) between Masco Corporation, a Delaware corporation (“Masco”), and [·], a Delaware corporation (“Spin Co”).
SUPPLEMENTAL INDENTURE RELATED TO THE ASSUMPTIONSupplemental Indenture • May 2nd, 2018 • TopBuild Corp • Construction - special trade contractors • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 1, 2018, among TOPBUILD CORP., a Delaware corporation (the “Company”), the guarantors party hereto (the “New Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
Form of] Loan NoticeCredit Agreement • August 8th, 2017 • TopBuild Corp • Construction - special trade contractors • New York
RE: Credit Agreement, dated as of May 5, 2017, by and among TopBuild Corp., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement)
LEASE AGREEMENTLease Agreement • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
THIS LEASE AGREEMENT (“Lease”) is made as of July 11, 2003, between JOSEPH V. FISHER TWO, L.L.C., a Florida limited liability company and LAVERN B. FISHER TWO, L.L.C., a Florida limited liability company (collectively, “Landlord”), and MASCO CONTRACTOR SERVICES CENTRAL, INC., a Florida corporation (“Tenant”).
TOPBUILD CORP. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • February 28th, 2024 • TopBuild Corp • Construction - special trade contractors • Florida
TopBuild Corp. (the “Company”) hereby grants to the Grantee named below, subject to the provisions of the Amended and Restated TopBuild Corp. 2015 Long Term Stock Incentive Plan (the “Plan”) and this Performance Restricted Stock Unit Award Agreement (this “Award Agreement”), the following Award consisting of the number of Restricted Stock Units on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. The terms and conditions governing this Award are set forth herein and in the Plan. Copies of the Plan and information about the Company are available online in the Company’s public filings.
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • April 10th, 2015 • TopBuild Corp • Construction - special trade contractors
For the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are acknowledged, Masco Contractor Services Central, Inc., a Florida corporation (“Assignor”), hereby assigns, transfers, conveys and sets over to Masco Administrative Services, Inc., a Delaware corporation (“Assignee”), all of Assignor’s right, title and interest as tenant in and to that certain Lease Agreement dated as of July 11, 2003, as amended by the First Amendment to Lease Agreement dated as of November 1, 2003 (collectively, the “Lease”) relating to certain premises located at 260 Jimmy Ann Drive, Daytona Beach, Florida.
