AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August 31, 2015 (the “Employment Agreement”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”) and Alan Adams (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
STOCKHOLDERS’ AGREEMENT among GYP HOLDINGS I CORP., THE AEA INVESTORS, MANAGEMENT INVESTORS and ADDITIONAL INVESTORSStockholders’ Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of April 1, 2014 (this “Agreement”), among (i) GYP Holdings I Corp., a Delaware corporation (the “Company”), (ii) the AEA Investors (as defined herein), (iii) the parties identified on the signature pages hereto as “Management Investors” (together with their respective Permitted Transferees, the “Management Investors”), and (iv) the parties identified on the signature pages hereto as “Additional Investors” (together with their respective Permitted Transferees, the “Additional Investors”; and collectively with the Management Investors and each Person who executes an Assumption Agreement and falls under clause (x)(i) of the definition of Assumption Agreement, the “Minority Investors”).
REGISTRATION RIGHTS AGREEMENT by and among GYP HOLDINGS I CORP., THE AEA INVESTORS, MANAGEMENT INVESTORS andRegistration Rights Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2014 (as amended, modified or supplemented from time to time, this “Agreement”), by and among (i) GYP Holdings I Corp., a Delaware corporation (the “Company”), (ii) the AEA Investors (as defined herein), (iii) the parties identified on the signature pages hereto as “Management Investors” (together with their respective Permitted Transferees, the “Management Investors”), and (iv) the parties identified on the signature pages hereto as “Additional Investors” (together with their respective Permitted Transferees, the “Additional Investors” and, collectively with the Management Investors and each Person who executes an Assumption Agreement (as defined in the Stockholders Agreement (as defined below)) and falls under clause (x)(i) of the definition of Assumption Agreement, the “Minority Investors”).
FIRST LIEN CREDIT AGREEMENT Dated as of April 1, 2014 among GYP HOLDINGS III CORP. as the Borrower, GYP HOLDINGS II CORP. as Holdings, CREDIT SUISSE AG as Administrative Agent and Collateral Agent The Other Lenders Party Hereto, CREDIT SUISSE...Intellectual Property Security Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE AG, as Administrative Agent and as Collateral Agent.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of April 1, 2014, pursuant to which the Executive served as Chief Executive Officer of the Company (the “Prior Agreement”);
ABL CREDIT AGREEMENT Dated as of April 1, 2014 among GYP HOLDINGS III CORP. as Lead Borrower, THE ENTITIES LISTED ON SCHEDULE I HERETO as Borrowers, GYP HOLDINGS II CORP. as Holdings, WELLS FARGO BANK, N.A. as Administrative Agent and Collateral...Intellectual Property Security Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This ABL CREDIT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “Lead Borrower”), the entities listed on Schedule I (together with the Lead Borrower, collectively, the “Borrowers” and individually, a “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Wells Fargo Bank, N.A., as Administrative Agent, as Collateral Agent, as Swing Line Lender and as an L/C Issuer.
STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENTStock Option Plan • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials
THIS AGREEMENT (the “Agreement”), effective as of (the “Date of Grant”), is between GMS Inc. (formerly known as GYP Holdings I Corp.), a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
CONFIDENTIAL STOCK PURCHASE AGREEMENT BY AND AMONG GYP HOLDINGS III CORP., as Buyer, GYPSUM MANAGEMENT AND SUPPLY, INC., as Company, and each of the Persons set forth on Schedule A hereto, as Sellers Dated as of February 11, 2014Stock Purchase Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • Delaware
This STOCK PURCHASE AGREEMENT (the “Stock Purchase Agreement”), dated as of February 11, 2014, is made by and among GYP HOLDINGS III CORP., a Delaware corporation (“Buyer”), GYPSUM MANAGEMENT AND SUPPLY, INC., a Georgia corporation (“Company”), and each of the Persons set forth on Schedule A attached hereto (each a “Seller” and collectively, the “Sellers”).
OPTION EXERCISE AND STOCK PURCHASE AGREEMENTOption Exercise and Stock Purchase Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • Delaware
This OPTION EXERCISE AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2015, is made and entered into by and between Stephen K. Barker (“Equityholder”) and GYP Holdings I Corp., a Delaware corporation (the “Company”).
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of April 1, 2014 among GYP HOLDINGS III CORP. as Borrower, GYP HOLDINGS II CORP. as Holdings, the other Grantors party hereto, CREDIT SUISSE AG, as Senior Priority Representative for the First...First Lien • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of April 1, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time accordance with the terms hereof, this “Agreement”), among GYP HOLDINGS III CORP., a Delaware corporation (or any successor thereof) (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (or any successor thereof) (“Holdings”), the other Grantors (as defined below) party hereto, CREDIT SUISSE AG (“CS”) as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Administrative Agent”), CS as Representative for the Second Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Administrative Agent”), and each additional Senior Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant t
ABL/TERM INTERCREDITOR AGREEMENT Dated as of April 1, 2014, among GYP HOLDINGS III CORP., as Borrower, GYP HOLDINGS II CORP., as Holdings, the other Grantors party hereto, WELLS FARGO BANK, N.A., as Representative for the ABL Secured Parties, CREDIT...Term Intercreditor Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
ABL/TERM INTERCREDITOR AGREEMENT dated as of April 1, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among GYP HOLDINGS III CORP., a Delaware corporation (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), the other Grantors (as defined below) party hereto, CREDIT SUISSE AG (“CS”), as Representative for the Initial First Lien Term Secured Parties (in such capacity, the “Initial First Lien Term Agent”), CS, as Representative for the Initial Second Lien Term Secured Parties (in such capacity, the “Initial Second Lien Term Agent”), WELLS FARGO BANK, N.A., as Representative for the ABL Secured Parties (in such capacity, the “ABL Agent”) and each additional Representative that from time to time becomes a party hereto pursuant to Section 8.09 hereof.
