Standard Contracts
OMNIBUS AMENDMENT AND CONSENT (FERGUSON RECEIVABLES, LLC)Receivables Purchase Agreement • October 31st, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies • New York
RECEIVABLES PURCHASE AGREEMENT, dated as of July 31, 2013 (this “Agreement”), among FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), FERGUSON ENTERPRISES, LLC, a Virginia limited liability company (“Ferguson”), as servicer (in such capacity, the “Servicer”), FERGUSON AND THE OTHER ORIGINATORS (as defined herein) party hereto from time to time (the “Originators”), the CONDUIT PURCHASERS (as defined herein) party hereto from time to time and listed on Schedule I hereto, the COMMITTED PURCHASERS (as defined herein) party hereto from time to time and listed on Schedule I hereto, the LC BANKS (as defined herein) party hereto from time to time and listed on Schedule III hereto, the FACILITY AGENTS (as defined herein) party hereto from time to time and listed on Schedule I hereto, ROYAL BANK OF CANADA, as administrative agent for the Conduit Purchasers, the Committed Purchasers, the LC Banks and the Facility Agents (together with its successors and assigns, in s
FERGUSON ENTERPRISES INC. (a Delaware corporation) $750,000,000 5.000% Senior Notes due 2034 UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies • New York
AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies
This Amendment (“Amendment”) to the Amended & Restated Employment Agreement (“Agreement”), dated _______, by and between Ferguson Enterprises, LLC (“FELLC”), a Virginia limited liability company, on behalf of itself and its new ultimate parent company, Ferguson Enterprises Inc., a Delaware corporation (“Ferguson”; collectively, with their subsidiaries, the “Company”) and ___________ (“Executive”), is made effective on August 1, 2024 (“Effective Date”) pursuant to Section 22 of the Agreement.
FERGUSON ENTERPRISES INC., as Company Ferguson UK Holdings Limited, as Guarantor and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of October 3, 2024 to INDENTURE Dated as of September 30, 2024 Relating to 5.000% Senior...First Supplemental Indenture • October 3rd, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 3, 2024 (this “First Supplemental Indenture”), between Ferguson Enterprises Inc., a Delaware corporation (the “Company”), Ferguson UK Holdings Limited, a private limited company incorporated under the laws of England and Wales (the “Guarantor”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), to the Base Indenture (as defined below).
AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies
This Amendment (“Amendment”) to the Amended & Restated Employment Agreement (“Agreement”), dated _________, 2022, by and between Ferguson Enterprises, LLC (“FELLC”), a Virginia limited liability company, on behalf of itself and its new ultimate parent company, Ferguson Enterprises Inc., a Delaware corporation (“Ferguson”; collectively, with their subsidiaries, the “Company”) and _________ (“Executive”), is made effective on August 1, 2024 (“Effective Date”) pursuant to Section 22 of the Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2024 • Ferguson Enterprises Inc. /DE/ • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2024 between Ferguson Enterprises Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 13 hereof.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 25th, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into on August 1, 2024 (the “Effective Date”), by and between Ferguson (Jersey) Limited, a company incorporated in Jersey with registered number 128484, whose registered office is at 13 Castle Street, St. Helier, Jersey JE1 1ES, Channel Islands (formerly Ferguson plc, the “Assignor”) and Ferguson Enterprises Inc., a Delaware corporation (the “Assignee”).
JOINDER AND ASSUMPTION AGREEMENTJoinder and Assumption Agreement • September 25th, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This JOINDER AND ASSUMPTION AGREEMENT, dated as of August 1, 2024 (this “Agreement”), is entered into by and between Ferguson Enterprises Inc., a Delaware corporation (the “New Parent Guarantor”), and PNC Bank, National Association, as Administrative Agent.
Ferguson - US $1,350,000,000 Facility Agreement originally dated 10 March 2020 (as amended and/or amended and restated from time to time) (the Facility Agreement)Accession Letter • September 25th, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies
AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies
This Amendment (“Amendment”) to the Amended & Restated Employment Agreement (“Agreement”), dated __________, by and between Ferguson Enterprises, LLC (“FELLC”), a Virginia limited liability company, on behalf of itself and its new ultimate parent company, Ferguson Enterprises Inc., a Delaware corporation (“Ferguson”; collectively, with their subsidiaries, the “Company”) and __________________ (“Executive”), is made effective on August 1, 2024 (“Effective Date”) pursuant to Section 22 of the Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 25th, 2024 • Ferguson Enterprises Inc. /DE/ • Wholesale-hardware & plumbing & heating equipment & supplies • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT is entered into as of June 7, 2024 (this “Amendment”), among Ferguson plc, a corporation organized under the laws of Jersey with registration number 128484 (the “Existing Parent Guarantor”), Ferguson UK Holdings Limited, a company incorporated under the laws of England and Wales (the “Borrower” and, together with the Existing Parent Guarantor, collectively, the “Obligors”), PNC Bank, National Association, as Administrative Agent, and each of the Lenders party hereto.
