LBM MIDCO, LLC A Delaware Limited Liability Company FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2018Limited Liability Company Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of LBM Midco, LLC (the “Company”), dated and effective as of [ ], 2018 (as amended from time to time, this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).
Form of Underwriting AgreementUnderwriting Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • New York
Barclays Capital Inc. RBC Capital Markets, LLC Credit Suisse Securities (USA) LLC As representatives of the several Underwriters named in Schedule I hereto
LBM Midco, LLCMembership Interest Acquisition Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials
In connection with the acquisition of US LBM Holdings, LLC (“Holdings”) by LBM Acquisition, LLC (“Buyer”), pursuant to the Membership Interest Acquisition Agreement, dated as of July 24, 2015 (as amended from time to time), by and among, Buyer, Holdings, BEP/US LBM Intermediate Investors, LLC, US LBM Super Holdings, LLC, US LBM Excess Rollover, LLC, and, solely for purposes of Section 10.7 and ARTICLE 12 therein, BlackEagle Partners Fund, L.P. (the “Purchase Agreement”), Kelso & Company, L.P. (“Kelso”) and BlackEagle Partners, LLC (“BlackEagle”) entered into a letter agreement, dated as of August 20, 2015, by and among Holdings, Kelso and BlackEagle (the “Advisory Agreement”) setting forth certain agreements, including the payment of advisory fees by Holdings to Kelso, BlackEagle and the Other Members (as defined in the Advisory Agreement). In connection with the initial public offering by US LBM Holdings, Inc. (“US LBM”) of shares of its Class A common stock pursuant to US LBM’s Regis
FORM OF EXCHANGE AGREEMENTExchange Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2018, is made by and among US LBM Holdings, Inc., a Delaware corporation (“IPOco”), LBM Midco, LLC, a Delaware limited liability company (“US LBM LLC”), and the holders of Units (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time party hereto (each, a “Holder”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
Indemnification Agreement (this “Agreement”), dated as of [·], 2018, by and among US LBM Holdings, Inc., a Delaware corporation (“US LBM”), LBM Midco, LLC (“LBM LLC”), LBM Borrower, LLC (“LBM Borrower”) and US LBM Holdings, LLC (“Holdings”, and together with US LBM, LBM LLC and LBM Borrower, the “Companies”) and [·] (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENT US LBM HOLDINGS, INC.Registration Rights Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • New York
FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • New York
FIFTH AMENDMENT (this “Fifth Amendment”), dated as of February 15, 2018 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”).
FORM OF TAX RECEIVABLE AGREEMENT among US LBM HOLDINGS, INC., LBM MIDCO, LLC and EACH MEMBER OF LBM MIDCO, LLC LISTED ON ANNEX A Dated as of , 2018Tax Receivable Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of , 2017 and effective upon the consummation of the Reorganization Transactions (as defined in the Reorganization Agreement (as defined herein)) and prior to the IPO Closing, is hereby entered into by and among US LBM Holdings, Inc., a Delaware corporation (“Corporate Taxpayer”), LBM Midco, LLC, a Delaware limited liability company (“US LBM LLC”), each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.
FORM OF TAX RECEIVABLE AGREEMENT among US LBM HOLDINGS, INC., LBM MIDCO, LLC and EACH STOCKHOLDER OF US LBM HOLDINGS, INC. LISTED ON ANNEX A Dated as of , 2018Tax Receivable Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of , 2017 and effective upon the consummation of the Reorganization Transactions (as defined in the Reorganization Agreement (as defined herein)) and prior to the IPO Closing, is hereby entered into by and among US LBM Holdings, Inc., a Delaware corporation (“Corporate Taxpayer”), LBM Midco, LLC, a Delaware limited liability company (“US LBM LLC”), each stockholder of the Corporate Taxpayer listed on Annex A (each an “Exchanged Owner”, and, for the avoidance of doubt, such term shall include former Exchanged Owners entitled to current or future payments pursuant to this Agreement), and each of the successors and assigns thereto.
FORM OF STOCKHOLDERS AGREEMENT of US LBM HOLDINGS, INC. dated as of [ ], 2018Stockholders Agreement • March 22nd, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of [ ], 2018, among US LBM Holdings, Inc., a Delaware corporation (the “Company”), LBM Acquisition, LLC (“Continuing LLC Owner”), KIA IX (Hammer DE), L.P., a Delaware limited liability partnership (“KIA IX Fund”) and Kelso Hammer Co-Investment (DE), L.P., a Delaware limited liability partnership (“Kelso Co-Investment Fund”, and together with KIA IX, the “Kelso Funds”) and BlackEagle Partners Fund, L.P., a Delaware limited liability partnership (the “BlackEagle Fund”) (the Kelso Funds and the BlackEagle Fund, each an “Other Holder” and, collectively, the “Other Holders”).
