AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • North Carolina
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of (the “Effective Date”) between (“Executive”) and Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , between Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS MANAGEMENT SERVICES AGREEMENT, dated effective as of May 4, 2009, is by and between The Gores Group, LLC, a Delaware limited liability company (“Gores”), and Saturn Acquisition Holdings, LLC, a Delaware limited liability company (the “Company”). Gores and the Company are collectively referred to herein as the “Parties.”
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of , 2013, by and between Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”), and Gores Building Holdings, LLC, a Delaware limited liability company (“Investor”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
CONTRIBUTION AGREEMENTContribution Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
This Contribution Agreement (the “Agreement”), effective as of November 16, 2011 (the “Effective Date”), is entered into by and among Saturn Acquisition Holdings, LLC, a Delaware limited liability company (the “Company”) and Gores Building Holdings, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 5, 2009, as amended.
RESTRUCTURING AND INVESTMENT AGREEMENT By and Among WOLSELEY INVESTMENTS NORTH AMERICA, INC., STOCK BUILDING SUPPLY HOLDINGS, LLC and SATURN ACQUISITION HOLDINGS, LLC Dated as of May 5, 2009Restructuring and Investment Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • New York
RESTRUCTURING AND INVESTMENT AGREEMENT (as may be amended from time to time, this “Agreement”), dated as of May 5, 2009, by and among WOLSELEY INVESTMENTS NORTH AMERICA, INC., a Virginia corporation (the “Seller”), STOCK BUILDING SUPPLY HOLDINGS, LLC, a Virginia limited liability company (the “Company”), and SATURN ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I.
AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO SECURITY AGREEMENT AND CONSENTCredit Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers
THIS AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of December 13, 2012, is entered into by and among STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (“Parent”), each of Parent’s Subsidiaries listed on the signature pages hereto as a borrower (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), each of Parent’s Subsidiaries listed on the signature pages hereto as a guarantor (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as “Guarantors”), the lenders party hereto (“Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC) (“WFCF”), as the administrative agent for the Lenders (in such ca
AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND CONSENTCredit Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of December 21, 2012, is entered into by and among STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (“Parent”), each of Parent’s Subsidiaries listed on the signature pages hereto as a borrower (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), each of Parent’s Subsidiaries listed on the signature pages hereto as a guarantor (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as “Guarantors”), the lenders party hereto (“Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC) (“WFCF”), as the administrative agent for the Lenders (in such capacity, together with its successors and assi
AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND CONSENTCredit Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • New York
THIS AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of June 30, 2010, is entered into by and among STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (“Parent”), each of Parent’s Subsidiaries listed on the signature pages hereto as a borrower (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), each of Parent’s Subsidiaries listed on the signature pages hereto as a guarantor (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as “Guarantors”), the lenders party hereto (“Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC) (“WFCF”), as the administrative agent for the Lenders (in such capacity, together with its successors and assigns
AMENDMENT NUMBER EIGHT TO CREDIT AGREEMENTCredit Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers
THIS AMENDMENT NUMBER EIGHT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 31, 2013, is entered into by and among STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (“Parent”), each of Parent’s Subsidiaries listed on the signature pages hereto as a borrower (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), each of Parent’s Subsidiaries listed on the signature pages hereto as a guarantor (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as “Guarantors”), the lenders party hereto (“Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC) (“WFCF”), as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capac
AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND CONSENTCredit Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • New York
THIS AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of November 16, 2011, is entered into by and among STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (“Parent”), each of Parent’s Subsidiaries listed on the signature pages hereto as a borrower (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), each of Parent’s Subsidiaries listed on the signature pages hereto as a guarantor (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as “Guarantors”), the lenders party hereto (“Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC) (“WFCF”), as the administrative agent for the Lenders (in such capacity, together with its successors and assig
TERMINATION OF MANAGEMENT SERVICES AGREEMENTTermination of Management Services Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
This Termination of Management Services Agreement (this “Agreement”) is made as of June 13, 2013, by and among The Gores Group, LLC, a Delaware limited liability company (“Gores”) and Stock Building Supply Holdings, Inc., a Delaware corporation (f/k/a Saturn Acquisition Holdings, LLC, a Delaware limited liability company, the “Company”).
January 11, 2010Credit Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • New York
Reference is made hereby to that certain Credit Agreement, dated as of June 30, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (the “Parent”), each of Parent’s Subsidiaries listed on the signature pages hereto (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), the lenders party thereto (“Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company (“WFF”), as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”) and as co-lead arranger, and BANK OF AMERICA, N.A., as co-lead arranger. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NUMBER NINE TO CREDIT AGREEMENT AND AMENDMENT NUMBER TWO TO SECURITY AGREEMENT AND CONSENTCredit Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers
THIS AMENDMENT NUMBER NINE TO CREDIT AGREEMENT AND AMENDMENT NUMBER TWO TO SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of June 13, 2013, is entered into by and among STOCK BUILDING SUPPLY HOLDINGS, INC., a Delaware corporation (“Parent”), each of Parent’s Subsidiaries listed on the signature pages hereto as a borrower (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), each of Parent’s Subsidiaries listed on the signature pages hereto as a guarantor (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as “Guarantors”), the lenders party hereto (“Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC) (“WFCF”), as the administrative agent for the Lenders (in such capacity, together wi
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • June 14th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware
THIS AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT, dated as of June 13, 2013 (the “Effective Date”), is by and between Glendon Partners, Inc., a Delaware corporation (“Glendon”), and Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”). Glendon and the Company are collectively referred to herein as the “Parties.”
