INTERCREDITOR AGREEMENT by and between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Original First Lien Agent and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Original Second Lien Agent Dated as of August 20, 2015Intercreditor Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 20, 2015, by and between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original First Lien Agent”) for the Original First Lien Secured Parties referred to below, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original Second Lien Agent”) for the Original Second Lien Secured Parties referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by LBM MIDCO, LLC, LBM BORROWER, LLC, and certain of its Domestic Subsidiaries, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Collateral Agent Dated as of August 20, 2015Guarantee and Collateral Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent (as defined herein) pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Base Intercreditor Agreement and the ABL/Term Loan Intercreditor Agreement (each as defined herein). In the event of any conflict between the terms of any Intercreditor Agreement (as defined herein) and this Agreement, the terms of such Intercreditor Agreement shall govern and control as among (i) the Collateral Agent, the First Lien Collateral Agent and any Additional Agent (each as defined herein), in the case of the Base Intercreditor Agreement, (ii) the Collateral Agent, the First Lien Collateral Agent, the ABL Collateral Agent (as defined herein) and any Additional Agent, in the case of the ABL/Term Loan Intercreditor Agreement, and (iii) the Collateral Agent and any other secured creditor (or agent therefor) party
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by LBM MIDCO, LLC, LBM BORROWER, LLC, and certain of its Domestic Subsidiaries, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Collateral Agent Dated as of August 20, 2015Assumption Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 20, 2015, made by LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (together with any successor in interest thereto, “Holding”) and certain Subsidiaries of the Borrower from time to time party hereto, in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
WAIVER TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • May 10th, 2017 • Us LBM Holdings, Inc.
WAIVER TO CREDIT AGREEMENT (this “Waiver”), dated as of April 6, 2017 to that certain Credit Agreement, dated as of August 20, 2015 (as amended as of June 1, 2016 and October 5, 2016 and as further amended, supplemented, waived or otherwise modified, the “Credit Agreement”), among LBM Midco, LLC, a Delaware limited liability company (“Holding”), LBM Borrower, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto (the “Consenting Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
SECOND LIEN CREDIT AGREEMENT Among LBM MIDCO, LLC, and LBM BORROWER, LLC, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent, CREDIT SUISSE SECURITIES (USA) LLC AND...Intercreditor Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 20, 2015, by and between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original First Lien Agent”) for the Original First Lien Secured Parties referred to below, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original Second Lien Agent”) for the Original Second Lien Secured Parties referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2017 • Us LBM Holdings, Inc.
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of March 24, 2016 to that certain Credit Agreement, dated as of August 20, 2015 (as amended as of January 4, 2016 and as further amended, supplemented, waived or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among LBM Midco, LLC, a Delaware limited liability company (“Holding”), LBM Borrower, LLC, a Delaware limited liability company (the “Parent Borrower”), the Lenders party hereto and ROYAL BANK OF CANADA, as Swingline Lender, Issuing Lender, Collateral Agent and Administrative Agent for the several banks and other financial institutions from time to time party to the Credit Agreement (in such capacity, the “Administrative Agent”).
ABL GUARANTEE AND COLLATERAL AGREEMENT made by LBM MIDCO, LLC, LBM BORROWER, LLC, and certain of its Domestic Subsidiaries, in favor of ROYAL BANK OF CANADA as Collateral Agent Dated as of August 20, 2015Financing Statement Follow Instructions • May 10th, 2017 • Us LBM Holdings, Inc. • New York
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 20, 2015, made by LBM BORROWER, LLC, a Delaware limited liability company (the “Parent Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (together with any successor in interest thereto, “Holding”) and certain Subsidiaries of the Parent Borrower from time to time party hereto (the “Subsidiary Borrowers” and together with the Parent Borrower, collectively, the “Borrowers”), in favor of ROYAL BANK OF CANADA, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
WAIVER TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 10th, 2017 • Us LBM Holdings, Inc.
WAIVER TO CREDIT AGREEMENT (this “Waiver”), dated as of April 6, 2017 to that certain Credit Agreement, dated as of August 20, 2015 (as amended as of November 30, 2015, October 5, 2016 and January 31, 2017 and as further amended, supplemented, waived or otherwise modified, the “Credit Agreement”), among LBM Midco, LLC, a Delaware limited liability company (“Holding”), LBM Borrower, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto (the “Consenting Lenders”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2017 • Us LBM Holdings, Inc.
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of January 4, 2016 to that certain Credit Agreement, dated as of August 20, 2015 (as amended, supplemented, waived or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among LBM Midco, LLC, a Delaware limited liability company (“Holding”), LBM Borrower, LLC, a Delaware limited liability company (the “Parent Borrower”), the Lenders party hereto (the “Consenting Lenders”) and ROYAL BANK OF CANADA, as Swingline Lender (in such capacity, the “Swingline Lender”), Issuing Bank, Collateral Agent and Administrative Agent for the several banks and other financial institutions from time to time party to the Credit Agreement (in such capacity, the “Administrative Agent”).
REORGANIZATION AGREEMENT by and among US LBM HOLDINGS, INC., LBM ACQUISITION, LLC, LBM MIDCO, LLC, AND THE OTHER PARTIES NAMED HEREIN Dated as of May 9, 2017Reorganization Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • Delaware
This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 9, 2017, by and among (i) US LBM Holdings, Inc., a Delaware corporation (“Pubco”), (ii) LBM Acquisition, LLC, a Delaware limited liability company (“Continuing LLC Owner”), (iii) LBM Midco, LLC, a Delaware limited liability company (“Midco”), and (iv) 2015 Build LLC, a Virginia limited liability company, FW RMB Nansemond Investors, LLC, a Delaware limited liability company, LBM Management Holdings, LLC, the Kelso Blockers (as defined herein) and the BlackEagle Blocker (as defined herein) (each an “Exchanging LLC Owner” and, collectively, the “Exchanging LLC Owners”).
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
FIRST AMENDMENT (this “First Amendment”), dated as of November 30, 2015 among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENTThird Amendment • May 10th, 2017 • Us LBM Holdings, Inc. • New York
THIRD AMENDMENT (this “Third Amendment”), dated as of January 31, 2017 among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2017 • Us LBM Holdings, Inc.
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of April 29, 2016 to that certain Credit Agreement, dated as of August 20, 2015 (as amended as of January 4, 2016, as further amended as of March 24, 2016 and as further amended, supplemented, waived or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among LBM Midco, LLC, a Delaware limited liability company (“Holding”), LBM Borrower, LLC, a Delaware limited liability company (the “Parent Borrower”), the Lenders party hereto (the “Consenting Lenders”) and ROYAL BANK OF CANADA, as Swingline Lender, Issuing Bank, Collateral Agent and Administrative Agent for the several banks and other financial institutions from time to time party to the Credit Agreement (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTCredit Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
SECOND AMENDMENT (this “Second Amendment”), dated as of October 5, 2016 among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
SECOND AMENDMENT (this “Second Amendment”), dated as of October 5, 2016 among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”).
INTERCREDITOR AGREEMENT by and among ROYAL BANK OF CANADA as ABL Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as First Lien Term Loan Agent and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Second Lien Term Loan Agent Dated as of August 20, 2015Intercreditor Agreement • May 10th, 2017 • Us LBM Holdings, Inc. • New York
THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of August 20, 2015 by and among Royal Bank of Canada, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined herein, the “ABL Agent”) for the ABL Secured Parties, Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined herein, the “First Lien Term Loan Agent”) for the First Lien Term Loan Secured Parties and Credit Suisse AG, Cayman Islands Branch, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined herein, the “Second Lien Term Loan Agent”) for the Second Lien Term Loan Secured Parties. Capitalized terms defined in Article 1
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTFirst Amendment • May 10th, 2017 • Us LBM Holdings, Inc. • New York
FIRST AMENDMENT (this “First Amendment”), dated as of June 1, 2016, among LBM BORROWER, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the several banks and other financial institutions parties hereto that constitute Tranche B Term Lenders (as defined in the Credit Agreement referred to below) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”).
INCREASE SUPPLEMENTIncrease Supplement • May 10th, 2017 • Us LBM Holdings, Inc.
INCREASE SUPPLEMENT, dated as of January 31, 2017 (this “Increase Supplement”), to the First Lien Credit Agreement, dated as of August 20, 2015 (as amended, supplemented, waived or otherwise modified from time to time, including by an Increase Supplement dated as of November 30, 2015, by the First Amendment to First Lien Credit Agreement dated as of November 30, 2015, by an Increase Supplement dated as of October 5, 2016 and by the Second Amendment to First Lien Credit Agreement dated as of October 5, 2016, the “Credit Agreement”), among LBM Borrower, LLC, a Delaware limited liability company (the “Borrower”), LBM Midco, LLC, a Delaware limited liability company (“Holding”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties. Unless otherwise defined herein, t
WAIVER TO CREDIT AGREEMENTCredit Agreement • May 10th, 2017 • Us LBM Holdings, Inc.
WAIVER TO CREDIT AGREEMENT (this “Waiver”), dated as of April 3, 2017 to that certain Credit Agreement, dated as of August 20, 2015 (as amended as of January 4, 2016, March 24, 2016 and April 29, 2016 and as further amended, supplemented, waived or otherwise modified, the “Credit Agreement”), among LBM Midco, LLC, a Delaware limited liability company (“Holding”), LBM Borrower, LLC, a Delaware limited liability company (the “Parent Borrower”), the Lenders party hereto (the “Consenting Lenders”) and ROYAL BANK OF CANADA, as Swingline Lender, Issuing Bank, Collateral Agent and Administrative Agent for the several banks and other financial institutions from time to time party to the Credit Agreement (in such capacity, the “Administrative Agent”).
INCREASE SUPPLEMENTIncrease Supplement • May 10th, 2017 • Us LBM Holdings, Inc.
INCREASE SUPPLEMENT, dated as of October 5, 2016 (this “Increase Supplement”), to the First Lien Credit Agreement, dated as of August 20, 2015 (as amended, supplemented, waived or otherwise modified from time to time, including by an Increase Supplement dated as of November 30, 2015 and by the First Amendment to the Credit Agreement dated as of November 30, 2015, the “Credit Agreement”), among LBM Borrower, LLC, a Delaware limited liability company (the “Borrower”), LBM Midco, LLC, a Delaware limited liability company (“Holding”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
INCREASE SUPPLEMENTIncrease Supplement • May 10th, 2017 • Us LBM Holdings, Inc.
INCREASE SUPPLEMENT, dated as of November 30, 2015 (this “Increase Supplement”), to the First Lien Credit Agreement, dated as of August 20, 2015 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among LBM Borrower, LLC, a Delaware limited liability company (the “Borrower”), LBM Midco, LLC, a Delaware limited liability company (“Holding”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent for the Secured Parties. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
