Stock Building Supply Holdings, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 10th, 2014 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • New York
The stockholders named in Schedule II hereto (the “Selling Stockholders”) of Stock Building Supply Holdings, Inc., a Delaware corporation (the “Company”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman, Sachs & Co., Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), an aggregate of 6,600,000 shares of common stock, par value $0.01 per share, (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 990,000 additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AMENDMENT NUMBER ELEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER THREE TO SECURITY AGREEMENTSecurity Agreement • March 10th, 2014 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers
THIS AMENDMENT NUMBER ELEVEN TO CREDIT AGREEMENT AND AMENDMENT NUMBER TWO TO SECURITY AGREEMENT (this “Amendment”), dated as of February 18, 2014, 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 with its
