Exhibit 10.16
TERMINATION AGREEMENT
This Termination Agreement ("Termination Agreement") is entered into
by and between Beacon Sales Acquisition, Inc., a Delaware corporation
("Company"), and CHS Management III, L.P., a Delaware limited partnership
("CHS").
RECITALS
A. On August 21, 1997, Company and CHS entered into a management
services agreement ("Management Agreement").
B. Company and CHS desire to terminate the Management Agreement
on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. TERMINATION OF MANAGEMENT AGREEMENT. The Management Agreement is hereby
terminated effective as of the closing date ("Effective Date") of the
underwritten initial public offering of common stock of Beacon Roofing Supply,
Inc., a Delaware corporation and sole stockholder of the Company. Beginning on
the Effective Date, neither CHS or Company shall have any further rights or
obligations under the Management Agreement; provided however, that: (i) the fees
payable by the Company to CHS under the Management Agreement (the "Management
Fee") shall be prorated through the Effective Date; (ii) the Company's
obligation under the Management Agreement to pay to CHS the Management Fee for
the period prior to the Effective Date shall survive such termination; and (iii)
the Company's obligation under the Management Agreement to reimburse CHS for
expenses incurred by CHS for the period prior to the Effective Date shall
survive such termination.
2. ENTIRE AGREEMENT; AMENDMENT. This Termination Agreement constitutes the
entire agreement between Company and CHS pertaining to the subject matter
contained herein, and supersedes all prior and contemporaneous agreements,
representations and undertakings of the parties. No supplement, modification or
amendment of this Termination Agreement shall be binding unless executed in
writing by all the parties.
3. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware without regard to
its conflict of law rules and principles.
4. COUNTERPARTS. This Termination Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute the same agreement.
IN WITNESS WHEREOF, the parties hereby agree to each and all of the
above provisions.
BEACON SALES ACQUISITION, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
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Printed Name: Xxxxx X. Xxxxx
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Title: Chief Financial Officer
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CHS MANAGEMENT III, L.P.,
a Delaware limited partnership
By: Code Xxxxxxxx & Xxxxxxx LLC
By: /s/ Xxxxxx Xxxxxxx
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Printed Name: Xxxxxx Xxxxxxx
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Title: Partner
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