0001104659-06-032955 Sample Contracts

THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 10th, 2006 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials

This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 10, 2006, and is entered into by and among BEACON SALES ACQUISITION, INC. (“Borrower”) and the Domestic Subsidiary Guarantors which are signatories hereto (together with Borrower, “Obligors”); GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), for itself as a Lender, as L/C Issuer and as Agent; and the Lenders and Canadian Facility Lenders which are signatories hereto.

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BEACON ROOFING SUPPLY, INC. 2004 STOCK PLAN STOCK OPTION AGREEMENT
2004 Stock Plan • May 10th, 2006 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware

A Stock Option (the “Option”) granted, as of November 2, 2005, by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named in the attached Option letter (the “Optionee”), for common stock, par value $.01 per share (the “Common Stock”), of the Company shall be subject to the following terms and conditions:

Non-Employee Directors] BEACON ROOFING SUPPLY, INC. 2004 STOCK PLAN STOCK OPTION AGREEMENT
2004 Stock Plan • May 10th, 2006 • Beacon Roofing Supply Inc • Wholesale-lumber & other construction materials • Delaware

A Non-Qualified Stock Option (the “Option”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the non-employee director named in the attached Award letter (the “Optionee”), for common stock, par value $.01 per share (the “Common Stock”), of the Company shall be subject to the following terms and conditions:

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