BMC Stock Holdings, Inc. Sample Contracts

BMC Stock Holdings, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • May 24th, 2016 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • New York

The stockholders named in Schedule II hereto (the “Selling Stockholders”) of BMC Stock 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 Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are acting as representatives (the “Representatives”), an aggregate of 5,700,000 shares of common stock, par value $0.01 per share, (“Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, the Company proposes to grant the Underwriters an option to purchase up to 855,000 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”.

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE STOCK BUILDING SUPPLY HOLDINGS, INC.
Restricted Stock Unit Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Stock Building Supply Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

RESTRICTED STOCK AGREEMENT PURSUANT TO THE STOCK BUILDING SUPPLY HOLDINGS, INC.
Restricted Stock Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Stock Building Supply Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2019 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Georgia

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 15, 2018 between Mike Farmer (“Executive”) and BMC STOCK HOLDINGS, INC., a Delaware corporation (the “Company”).

NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE STOCK BUILDING SUPPLY HOLDINGS, INC.
Nonqualified Stock Option Agreement • July 29th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Stock Building Supply Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

INDEMNIFICATION AGREEMENT
Indemnification 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”).

EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • June 5th, 2015 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

This EMPLOYMENT AGREEMENT AMENDMENT (this “Amendment”) is entered into as of June 2, 2015, between LISA HAMBLET (the “Executive”) and STOCK BUILDING SUPPLY HOLDINGS, INC., a Delaware corporation (the “Company”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Separation Agreement and General Release • July 29th, 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 JEFFREY G. REA (“Executive”) and STOCK BUILDING SUPPLY HOLDINGS, INC., a Delaware corporation (the “Company”).

THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENTDated as of May 31, 2019amongBMC STOCK HOLDINGS, INC., as Parent and as a Guarantor,EACH OF PARENT’S SUBSIDIARIES THAT ARE SIGNATORIES HERETO AS “BORROWERS”,as Borrowers,EACH OF PARENT’S...
Senior Secured Credit Agreement • August 9th, 2019 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • New York

This THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Agreement”), dated as of May 31, 2019, is made and entered into by and among (i) BMC STOCK HOLDINGS, INC., a Delaware corporation (“Parent”), (ii) the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers” (such Subsidiaries, together with each other Subsidiary that becomes a party hereto as a “Borrower” after the date hereof in accordance with the terms hereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”), (iii) the Subsidiaries of Parent identified on the signature pages hereof as “Guarantors”, (iv) WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), as agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), (v) WFCF, as lead arranger (in such capacity, together with its successors and permitted assigns in su

MANAGEMENT SERVICES AGREEMENT
Management 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 AGREEMENT
Director Nomination Agreement • August 15th, 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 August 14, 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 AGREEMENT
Contribution 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, 2009
Restructuring 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.

INDENTURE Dated as of September 20, 2013 Among BUILDING MATERIALS HOLDING CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.0% SENIOR SECURED NOTES DUE 2018
Passu Intercreditor Agreement • December 7th, 2015 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • New York

INDENTURE, dated as of September 20, 2013, among Building Materials Holding Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wilmington Trust, National Association, a national banking association, as Trustee and Notes Collateral Agent.

SEPARATION AGREEMENT
Separation Agreement • March 1st, 2018 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Georgia

THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of January 9, 2018, (the “Effective Date”) by and between Peter C. Alexander (the “Executive”) and BMC Stock Holdings, Inc. (together with its subsidiaries and affiliates and its and their respective successors and assigns, the “Company”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Separation Agreement and General Release • August 8th, 2017 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Georgia

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 1, 2017 between Lisa M. Hamblet (“Executive”) and BMC STOCK HOLDINGS, INC., a Delaware corporation (the “Company”).

AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Secured Credit Agreement • September 16th, 2016 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers

THIS AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Amendment”), dated as of September 15, 2016 is entered into by and among BMC STOCK HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiaries identified on the signature pages hereof as “Borrowers” (such Subsidiaries are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, as “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), as agent for Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and

AMENDMENT NUMBER TWELVE TO CREDIT AGREEMENT
Credit Agreement • March 2nd, 2015 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers

THIS AMENDMENT NUMBER TWELVE TO CREDIT AGREEMENT (this “Amendment”), dated as of February 25, 2015, 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 successors and assigns in such capacity, “Agen

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2016 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Georgia

This Amended and Restated Employment Agreement, by and between Peter C. Alexander (“Executive”) and BMC Stock Holdings, Inc., a Delaware corporation (the “Company”), is effective as of April 1, 2016 (the “Effective Date”), and amends and restates in its entirety that certain Employment Agreement, dated as of August 4, 2010, by and between Executive and Building Materials Holding Corporation, a Delaware corporation (“BMC”), as amended by that certain Addendum No. 2 to Employment Agreement, dated as of April 2, 2012 (the “Original Agreement” and as amended and restated hereby, the “Agreement”).

AMENDMENT NUMBER TEN TO CREDIT AGREEMENT
Credit Agreement • November 1st, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers

THIS AMENDMENT NUMBER TEN TO CREDIT AGREEMENT (this “Amendment”), dated as of October 3, 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 with its successors and assigns in such capacity, “Agent”) a

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended And • March 1st, 2017 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Idaho

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of this 1st day of August, 2010, by and between Paul S. Street (“Executive”), and Building Materials Holding Corporation, a Delaware corporation doing business as BMC Select (the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2018 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Georgia

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of August 23, 2018 between David E. Flitman (“Executive”) and BMC STOCK HOLDINGS, INC., a Delaware corporation (the “Company”).

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • May 1st, 2019 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Georgia

This Separation Agreement and General Release (this “Agreement”) is made as of March 11, 2019, by and between MICHAEL McGAUGH (the “Executive”) and BMC STOCK HOLDINGS, INC. (the “Company”). (In this Agreement, the Executive or the Company may be referred to individually as a “Party” and together as the “Parties”.)

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • April 29th, 2014 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

This Separation Agreement and General Release (this “Agreement”) is made as of April 4, 2014, by and between James F. Drexinger (“Employee”) and Stock Building Supply Holdings, Inc. (the “Company”) (together, the “Parties”).

AMENDMENT NUMBER THIRTEEN TO CREDIT AGREEMENT
Credit Agreement • April 30th, 2015 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers

THIS AMENDMENT NUMBER THIRTEEN TO CREDIT AGREEMENT (this “Amendment”), dated as of April 13, 2015, 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 successors and assigns in such capacity, “Agent

CREDIT AGREEMENT by and among STOCK BUILDING SUPPLY HOLDINGS II, LLC as Parent, EACH OF PARENT’S SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, LLC as the...
Credit Agreement • May 8th, 2013 • Stock Building Supply Holdings, Inc. • Retail-lumber & other building materials dealers • New York

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”). WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and as co-lead arranger, BANK OF AMERICA, N.A. (“BOA”), as co-lead arranger, STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with each other Subsidiary that becomes a party hereto after the date hereof in accordance with the terms hereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, join

AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO SECURITY AGREEMENT AND CONSENT
Credit Agreement • May 8th, 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

April 2, 2010
Stock Building Supply Holdings, Inc. • May 8th, 2013 • 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 CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC), 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 Agree

AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO SECURITY AGREEMENT AND CONSENT
Credit 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

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE STOCK BUILDING SUPPLY HOLDINGS, INC. 2013 INCENTIVE COMPENSATION PLAN
Performance-Based Restricted Stock Unit Agreement • February 27th, 2020 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between BMC Stock Holdings, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Stock Building Supply Holdings, Inc. 2013 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee.

AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT AND CONSENT
Assignment and Acceptance Agreement • March 15th, 2016 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • New York

THIS AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of January 28, 2016 is entered into by and among BMC STOCK HOLDINGS, INC., a Delaware corporation (“Parent”), the Subsidiaries identified on the signature pages hereof as “Borrowers” (such Subsidiaries are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, as “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (“WFCF”), as agent for Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and in light of the following:

AMENDMENT NUMBER SEVEN TO CREDIT AGREEMENT AND CONSENT
Credit Agreement and Consent • 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 CONSENT
Credit Agreement and Consent • 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

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 7th, 2015 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 1, 2015, among VNS Corporation, a Georgia corporation, ProCon Construction Services, LLC, a Georgia limited liability company, and TrussMart Building Components, LLC, a Georgia limited liability company (each, a “Guaranteeing Subsidiary” and collectively the “Guaranteeing Subsidiaries”), each a subsidiary of Building Materials Holding Corporation, a Delaware corporation, as Issuer (under the Indenture referred to below), and Wilmington Trust, National Association, as trustee (under the Indenture referred to below) (the “Trustee”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 9th, 2017 • BMC Stock Holdings, Inc. • Retail-lumber & other building materials dealers • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of August ___, 2017 between BMC STOCK HOLDINGS, INC., a Delaware corporation (the “Company”), and ____________(“Indemnitee”).

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