LOAN AND SECURITY AGREEMENT Dated as of November 4, 2011 INSTALLED BUILDING PRODUCTS, LLC, INSTALLED BUILDING PRODUCTS II, LLC and CERTAIN BORROWING SUBSIDIARIES, as Borrowers, CCIB HOLDCO, INC. and CERTAIN GUARANTYING SUBSIDIARIES, as Guarantors...Loan and Security Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 4, 2011, among INSTALLED BUILDING PRODUCTS, LLC, a Delaware limited liability company (“IBP, LLC”), INSTALLED BUILDING PRODUCTS II, LLC, a Delaware limited liability company (“IBP II, LLC” and together with IBP,LLC, collectively, the “Companies” and each, individually, the “Company”), EACH BORROWING SUBSIDIARY NOW OR HEREAFTER PARTY HERETO (collectively with the Companies, the “Borrowers”), CCIB HOLDCO, INC., a Delaware corporation (“Parent”) and CERTAIN GUARANTYING SUBSIDIARIES NOW OR HEREAFTER PARTY HERETO (together with Parent, the “Initial Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
TERMINATION AGREEMENTTermination Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio
This Termination Agreement (this “Agreement”), effective as of October 1, 2013, is made by and between Installed Building Products, LLC, a Delaware limited liability company (the “Company”), and Jay P. Elliott (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio
This Employment Agreement (this “Agreement”), dated as of November 1, 2013 (the “Effective Date”), is made by and among Installed Building Products, Inc., a Delaware corporation, having its principal offices at 495 South High Street, Suite 50, Columbus, Ohio 43215 (the “Company”), Installed Building Products, LLC, a Delaware limited liability company (“IBP LLC”), and Jeffrey W. Edwards (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio
THIS CONSULTING AGREEMENT, dated as of March , 2004 (the “Agreement”), is entered into between Installed Building Products, LLC, a Delaware limited liability company (the “Company”), and Jeffrey W. Edwards (the “Consultant”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT AGREEMENTLoan and Security Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York
This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT AND CONSENT AGREEMENT (this “Agreement”), dated as of August 31, 2012, is by and among INSTALLED BUILDING PRODUCTS, LLC, a Delaware limited liability company (“IBP, LLC”), INSTALLED BUILDING PRODUCTS II, LLC, a Delaware limited liability company (“IBP II, LLC” and together with IBP, LLC, collectively, the “Companies” and each, individually, the “Company”), EACH BORROWING SUBSIDIARY PARTY HERETO (collectively with the Companies, the “Borrowers”), CCIB HOLDCO, INC., a Delaware corporation (“Parent”) and EACH GUARANTYING SUBSIDIARY PARTY HERETO (together with Parent, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Loan Agreement.
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York
THIS AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT is dated as of July 30, 2013 (this “Amendment”), among INSTALLED BUILDING PRODUCTS, LLC, a Delaware limited liability company (“IBP, LLC”), INSTALLED BUILDING PRODUCTS II, LLC, a Delaware limited liability company (“IBP II, LLC” and together with IBP, LLC, collectively, the “Companies” and each, individually, the “Company”), EACH BORROWING SUBSIDIARY PARTY HERETO (collectively with the Companies, the “Borrowers”), CCIB HOLDCO, INC., a Delaware corporation (“Parent”), and EACH GUARANTYING SUBSIDIARY PARTY HERETO (together with Parent, the “Guarantors”), the Lenders party hereto, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (Installed Building Products, LLC)Management Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio
THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) (originally made and entered into as of March 29, 2004, amended and restated as of June 29, 2005 and further amended and restated as of April 30, 2010), is entered into by and among IBP Holding Company, an Ohio corporation (“Service Company”); Installed Building Products, LLC, a Delaware limited liability company (“IBP”); OCM IBP Holdings, Inc., a Delaware corporation (“OCM”); Stonehenge Opportunity Fund LLC, a Delaware limited liability company (“SOF”); Primus IBP Investment, LLC, a Delaware limited liability company (“Primus Investment”); and Primus Executive Fund V Limited Partnership, a Delaware limited partnership (“Primus Executive” and collectively with OCM, SOF and Primus Investment and their respective successors and assigns, and any Person who acquires any equity interests in IBP from OCM, SOF, Primus Investment or Primus Executive, the “Investors”).
OMNIBUS AGREEMENT TO STOCKHOLDERS’ AGREEMENTOmnibus Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Delaware
This Omnibus Agreement to Stockholders’ Agreement (this “Agreement”), dated as of August 31, 2012, is entered into by and among CCIB Holdco, Inc., a Delaware corporation (the “Company”), Cetus Capital II, LLC, a Delaware limited liability company (“Cetus”), IBP Investment Holdings, LLC, a Delaware limited liability company (“IIH”), IBP Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”), and GNV Holdings, LLC, a Georgia limited liability company (“GNV”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York
Margins shall be determined as if Level II were applicable until delivery of the financial statements and corresponding Compliance Certificate required pursuant to Section 10.1.2(a) for the Measurement Period ending December 31, 2012 (and upon receipt thereof, the margins shall be adjusted based on the above, effective the first day of the month following receipt); provided that at all times during the FCCR Relief Period, the “Applicable Margin” shall mean (i) with respect to Base Rate Revolver Loans, 2.50% per annum, (ii) with respect to LIBOR Revolver Loans, 3.50% per annum and (iii) with respect to the Unused Line Fee, 0.375% per annum. Thereafter, the margins shall be subject to increase or decrease upon receipt by Agent pursuant to Section 10.1.2 of the financial statements and corresponding Compliance Certificate for the most recent month end corresponding to the end of a Fiscal Quarter, which change shall be effective on the first day of the calendar month following receipt. If,
MANAGEMENT SERVICES AND FEE AGREEMENTManagement Services and Fee Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Delaware
THIS MANAGEMENT SERVICES AND FEE AGREEMENT, dated as of the 18th day of December, 2012 (this “Agreement”), is made and entered into among Littlejohn Managers, LLC, a Delaware limited liability company (“Littlejohn Manager”), Jeffrey W. Edwards (“Edwards”), IBP Holding Company, an Ohio corporation (“IBH,” and together with Edwards, “Edwards Manager”), GNV Holdings, LLC, a Delaware limited liability company (“GNV”) and CCIB Holdco, Inc., a Delaware corporation (“Company”). Littlejohn Manager, Edwards Manager and GNV together shall be referred to as the “Managers.” Littlejohn Manager, Edwards, Edwards Manager, GNV Manager and Company are each referred to as a “Party,” and collectively as the “Parties.”
MANAGEMENT AGREEMENTManagement Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2007 by and among IBP Holding Company, an Ohio corporation (“Service Company”), Installed Building Products II, LLC, a Delaware limited liability company (“IBP”), Stonehenge Opportunity Fund LLC, a Delaware limited liability company (“SOF”), Mezzanine Opportunities LLC, an Ohio limited liability company (“MO”), Primus IBP Investment, LLC, a Delaware limited liability company (“Primus Investment”), Primus Executive Fund V Limited Partnership, a Delaware limited partnership (“Primus Executive”), and OCM IBP Holdings II, Inc. (“OCM” and collectively with SOF, MO, Primus Investment and Primus Executive and their respective successors and assigns, and any Person who acquires any equity interests in IBP from SOF, MO, Primus Investment, Primus Executive or OCM, the “Investors”), and Fifth Third Bank, an Ohio banking corporation (“Fifth Third”).
TERMINATION OF MANAGEMENT SERVICES AND FEE AGREEMENTManagement Services and Fee Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Delaware
THIS TERMINATION OF MANAGEMENT SERVICES AND FEE AGREEMENT, dated as of the 22nd day of November, 2013 (this “Agreement”), is made and entered into among Littlejohn Managers, LLC, a Delaware limited liability company, Jeffrey W. Edwards, IBP Holding Company, an Ohio corporation, GNV Holdings, LLC, a Delaware limited liability company, and CCIB Holdco, Inc., a Delaware corporation (each, a “Party,” and collectively, the “Parties”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • Ohio
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of the 31st day of August, 2012, is entered into by and among Installed Building Products, LLC, a Delaware limited liability company (together with its successors and assigns, the “Purchaser”), CCIB Holdco, Inc., a Delaware corporation and the ultimate parent of the Purchaser (the “Parent” and, together with the Purchaser, the “Buyer Parties”) and GNV Holdings, LLC, a Georgia limited liability company (the “Seller”). Certain capitalized terms used in this Agreement and not otherwise defined shall have the meanings set forth in Section 9.1.
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 2013 • Installed Building Products, Inc. • General bldg contractors - residential bldgs • New York
THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT is dated as of October 22, 2012 (this “Amendment”), among INSTALLED BUILDING PRODUCTS, LLC, a Delaware limited liability company (“IBP, LLC”), INSTALLED BUILDING PRODUCTS II, LLC, a Delaware limited liability company (“IBP II, LLC” and together with IBP, LLC, collectively, the “Companies” and each, individually, the “Company”), EACH BORROWING SUBSIDIARY PARTY HERETO (collectively with the Companies, the “Borrowers”), CCIB HOLDCO, INC., a Delaware corporation (“Parent”), and EACH GUARANTYING SUBSIDIARY PARTY HERETO (together with Parent, the “Guarantors”), the Lenders party hereto, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
