UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2017 • GMS Inc. • Wholesale-lumber & other construction materials • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
EMPLOYMENT AGREEMENT, dated as of June 30, 2015 (the “Employment Agreement”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”) and Craig Apolinsky (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
AMENDMENT NO. 7, dated as of February 2, 2024 (this “Amendment”), to the First Lien Credit Agreement dated as of April 1, 2014 (as amended by that certain Incremental First Lien Term Commitments Amendment dated as of September 27, 2016, that certain...First Lien Credit Agreement • February 5th, 2024 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent.
GYP HOLDINGS III CORP. as the Issuer GYP HOLDINGS II CORP. as the Parent THE SUBSIDIARY GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION as Trustee, Paying Agent and Note Registrar INDENTURE Dated as of April 22, 2021 $350,000,000 4.625%...Indenture • April 22nd, 2021 • GMS Inc. • Wholesale-lumber & other construction materials • New York
INDENTURE dated as of April 22, 2021 (this “Indenture”) among GYP HOLDINGS III CORP., a Delaware corporation (the “Issuer”), GYP HOLDINGS II CORP., a Delaware corporation (the “Parent”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee” and, as Paying Agent and Note Registrar (as defined herein)).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2023 • GMS Inc. • Wholesale-lumber & other construction materials • Georgia
This EMPLOYMENT AGREEMENT, dated as of August 9, 2022 (the “Employment Agreement”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”), and Leigh R. Dobbs (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 23rd, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between GMS Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2021 • GMS Inc. • Wholesale-lumber & other construction materials
This AMENDMENT (“Amendment”) to the Employment Agreement, dated as of March 29, 2019 (the “Employment Agreement”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”), and John C. Turner, Jr. (the “Executive”) shall be effective as of June 22, 2021 (the “Effective Date”).
STOCKHOLDERS’ AGREEMENT among GYP HOLDINGS I CORP., THE AEA INVESTORS, MANAGEMENT INVESTORS and ADDITIONAL INVESTORSStockholders’ Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of April 1, 2014 (this “Agreement”), among (i) GYP Holdings I Corp., a Delaware corporation (the “Company”), (ii) the AEA Investors (as defined herein), (iii) the parties identified on the signature pages hereto as “Management Investors” (together with their respective Permitted Transferees, the “Management Investors”), and (iv) the parties identified on the signature pages hereto as “Additional Investors” (together with their respective Permitted Transferees, the “Additional Investors”; and collectively with the Management Investors and each Person who executes an Assumption Agreement and falls under clause (x)(i) of the definition of Assumption Agreement, the “Minority Investors”).
FIRST AMENDMENT TO AMENDED AND RESTATED ABL CREDIT AGREEMENTAbl Credit Agreement • December 2nd, 2021 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This AMENDED AND RESTATED ABL CREDIT AGREEMENT (this “Agreement”) is entered into as of September 30, 2019, among GYP HOLDINGS III CORP., a Delaware corporation (the “Lead Borrower”), the entities listed on Schedule I (together with the Lead Borrower, collectively, the “Borrowers” and individually, a “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Wells Fargo Bank, N.A., as Administrative Agent, as Collateral Agent, as Swing Line Lender and as an L/C Issuer.
REGISTRATION RIGHTS AGREEMENT by and among GYP HOLDINGS I CORP., THE AEA INVESTORS, MANAGEMENT INVESTORS andRegistration Rights Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2014 (as amended, modified or supplemented from time to time, this “Agreement”), by and among (i) GYP Holdings I Corp., a Delaware corporation (the “Company”), (ii) the AEA Investors (as defined herein), (iii) the parties identified on the signature pages hereto as “Management Investors” (together with their respective Permitted Transferees, the “Management Investors”), and (iv) the parties identified on the signature pages hereto as “Additional Investors” (together with their respective Permitted Transferees, the “Additional Investors” and, collectively with the Management Investors and each Person who executes an Assumption Agreement (as defined in the Stockholders Agreement (as defined below)) and falls under clause (x)(i) of the definition of Assumption Agreement, the “Minority Investors”).
FIRST LIEN CREDIT AGREEMENT Dated as of April 1, 2014 among GYP HOLDINGS III CORP. as the Borrower, GYP HOLDINGS II CORP. as Holdings, CREDIT SUISSE AG as Administrative Agent and Collateral Agent The Other Lenders Party Hereto, CREDIT SUISSE...Intellectual Property Security Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE AG, as Administrative Agent and as Collateral Agent.
INCREMENTAL FIRST LIEN TERM COMMITMENTS AMENDMENTIncremental First Lien Term • September 29th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This INCREMENTAL FIRST LIEN TERM COMMITMENTS AMENDMENT is dated as of September 27, 2016 (this “Amendment”) and is entered into by and among GYP HOLDINGS III CORP., a Delaware corporation (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as New Incremental First Lien Lender (as defined below), and, for purposes of Section 12 hereof, each other Loan Party party hereto.
SEPARATION, TRANSITION AND RELEASE AGREEMENTSeparation, Transition and Release Agreement • April 3rd, 2019 • GMS Inc. • Wholesale-lumber & other construction materials • Georgia
This Separation, Transition and Release Agreement (the “Agreement”) is made this April 1, 2019, by and between GMS Inc., a Delaware corporation (the “Company”) and G. Michael Callahan, Jr. (the “Executive”).
FIRST AMENDMENT TO ABL CREDIT AGREEMENTCredit Agreement • April 7th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
FIRST AMENDMENT TO ABL CREDIT AGREEMENT, dated as of February 17, 2016 (this “Amendment”), by and among GYP HOLDINGS III CORP., a Delaware corporation (the “Lead Borrower”), the entities listed on Schedule 1 (together with the Lead Borrower, the “Borrowers”), the entities listed on Schedule 2 (the “Subsidiary Guarantors”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), the incremental revolving credit lenders party hereto (in such capacity, collectively, the “Incremental Revolving Credit Lenders” and individually, an “Incremental Revolving Credit Lender”) and WELLS FARGO BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders party to the Credit Agreement referred to below, and as Swing Line Lender and L/C Issuer.
SUPPORT AGREEMENTSupport Agreement • May 7th, 2019 • GMS Inc. • Wholesale-lumber & other construction materials • Ontario
CANADA GYPSUM MANAGEMENT AND SUPPLY, INC., a corporation incorporated under the laws of the Province of British Columbia (“Exchangeco”)
GMS INC. (a Delaware corporation) 6,825,058 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2019 • GMS Inc. • Wholesale-lumber & other construction materials • New York
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
THIS AMENDMENT NO. 1 to Registration Rights Agreement (this “Amendment No. 1”) is entered into as of July 11, 2016, by and between GMS Inc., a Delaware corporation (the “Company”), and AEA GMS Holdings LP, a Delaware limited partnership (“AEA”), to amend the Registration Rights Agreement, dated as of April 1, 2014 (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”) by and among the Company, certain affiliates of AEA and the other Holders party thereto, with such amendment to be effective at the Effective Time (as defined below). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Registration Rights Agreement.
RETENTION AND CONSULTING AGREEMENTRetention and Consulting Agreement • September 30th, 2019 • GMS Inc. • Wholesale-lumber & other construction materials • Georgia
This retention and consulting Agreement (this “Agreement”) is made and entered into this 27th day of September, 2019 by and between GMS Inc. (the “Company”) and R. Alan Adams (“Executive”).
SECOND AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • November 21st, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This SECOND AMENDMENT TO ABL CREDIT AGREEMENT is dated as of November 18, 2016 (this “Amendment”) and is entered into by and among GYP HOLDINGS III CORP., a Delaware corporation (the “Lead Borrower”), the entities listed on Schedule 1 (together with the Lead Borrower, the “Borrowers”), the entities listed on Schedule 2 (the “Subsidiary Guarantors”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), the lenders party hereto and WELLS FARGO BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Lenders party to the Existing Credit Agreement referred to below, and as Swing Line Lender and L/C Issuer
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
WHEREAS, the Company and the Executive previously entered into an employment agreement dated as of April 1, 2014, pursuant to which the Executive served as Chief Executive Officer of the Company (the “Prior Agreement”);
ABL CREDIT AGREEMENT Dated as of April 1, 2014 among GYP HOLDINGS III CORP. as Lead Borrower, THE ENTITIES LISTED ON SCHEDULE I HERETO as Borrowers, GYP HOLDINGS II CORP. as Holdings, WELLS FARGO BANK, N.A. as Administrative Agent and Collateral...Intellectual Property Security Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This ABL CREDIT AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, among GYP HOLDINGS III CORP., a Delaware corporation (the “Lead Borrower”), the entities listed on Schedule I (together with the Lead Borrower, collectively, the “Borrowers” and individually, a “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Wells Fargo Bank, N.A., as Administrative Agent, as Collateral Agent, as Swing Line Lender and as an L/C Issuer.
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 9th, 2017 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT is dated as of June 7, 2017 (this “Amendment”) and is entered into by and among GYP HOLDINGS III CORP., a Delaware corporation (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as 2017 Incremental First Lien Lender (as defined below), and, for purposes of Section 12 hereof, each other Loan Party party hereto.
EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • May 7th, 2019 • GMS Inc. • Wholesale-lumber & other construction materials • Ontario
CANADA GYPSUM MANAGEMENT AND SUPPLY, INC., a corporation incorporated under the laws of the Province of British Columbia (“Exchangeco”)
STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENTStock Option Plan • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials
THIS AGREEMENT (the “Agreement”), effective as of (the “Date of Grant”), is between GMS Inc. (formerly known as GYP Holdings I Corp.), a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the signature page hereto (the “Optionee”).
CONFIDENTIAL STOCK PURCHASE AGREEMENT BY AND AMONG GYP HOLDINGS III CORP., as Buyer, GYPSUM MANAGEMENT AND SUPPLY, INC., as Company, and each of the Persons set forth on Schedule A hereto, as Sellers Dated as of February 11, 2014Stock Purchase Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • Delaware
This STOCK PURCHASE AGREEMENT (the “Stock Purchase Agreement”), dated as of February 11, 2014, is made by and among GYP HOLDINGS III CORP., a Delaware corporation (“Buyer”), GYPSUM MANAGEMENT AND SUPPLY, INC., a Georgia corporation (“Company”), and each of the Persons set forth on Schedule A attached hereto (each a “Seller” and collectively, the “Sellers”).
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2017 • GMS Inc. • Wholesale-lumber & other construction materials • New York
THIS AMENDMENT NO. 2 to Registration Rights Agreement (this “Amendment No. 2”) is entered into as of May 5, 2017, by and between GMS Inc., a Delaware corporation (the “Company”), and AEA GMS Holdings LP, a Delaware limited partnership (“AEA”), to amend the Registration Rights Agreement, dated as of April 1, 2014 (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”) by and among the Company, certain affiliates of AEA and the other Holders party thereto, with such amendment to be effective as of the date hereof. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Registration Rights Agreement.
OPTION EXERCISE AND STOCK PURCHASE AGREEMENTOption Exercise and Stock Purchase Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • Delaware
This OPTION EXERCISE AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2015, is made and entered into by and between Stephen K. Barker (“Equityholder”) and GYP Holdings I Corp., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2019 • GMS Inc. • Wholesale-lumber & other construction materials • Georgia
This EMPLOYMENT AGREEMENT, dated as of August 29, 2018 (the “Employment Agreement”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”) and Lynn Ross (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of April 1, 2014 among GYP HOLDINGS III CORP. as Borrower, GYP HOLDINGS II CORP. as Holdings, the other Grantors party hereto, CREDIT SUISSE AG, as Senior Priority Representative for the First...First Lien • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of April 1, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time accordance with the terms hereof, this “Agreement”), among GYP HOLDINGS III CORP., a Delaware corporation (or any successor thereof) (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (or any successor thereof) (“Holdings”), the other Grantors (as defined below) party hereto, CREDIT SUISSE AG (“CS”) as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Administrative Agent”), CS as Representative for the Second Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Administrative Agent”), and each additional Senior Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant t
MANAGEMENT AGREEMENTManagement Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials • New York
This MANAGEMENT AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) is made as of April 1, 2014 by and between GYP Holdings I Corp., a Delaware corporation (the “Company”), GYP Holdings III Corp., a Delaware corporation and indirect wholly-owned subsidiary of the Company (“GYP III”), and AEA Investors LP, a Delaware limited partnership (“AEA” and, together with the Company and GYP III, the “Parties”).
ABL/TERM INTERCREDITOR AGREEMENT Dated as of April 1, 2014, among GYP HOLDINGS III CORP., as Borrower, GYP HOLDINGS II CORP., as Holdings, the other Grantors party hereto, WELLS FARGO BANK, N.A., as Representative for the ABL Secured Parties, CREDIT...Term Intercreditor Agreement • October 6th, 2015 • GMS Inc. • Wholesale-lumber & other construction materials • New York
ABL/TERM INTERCREDITOR AGREEMENT dated as of April 1, 2014 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among GYP HOLDINGS III CORP., a Delaware corporation (the “Borrower”), GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), the other Grantors (as defined below) party hereto, CREDIT SUISSE AG (“CS”), as Representative for the Initial First Lien Term Secured Parties (in such capacity, the “Initial First Lien Term Agent”), CS, as Representative for the Initial Second Lien Term Secured Parties (in such capacity, the “Initial Second Lien Term Agent”), WELLS FARGO BANK, N.A., as Representative for the ABL Secured Parties (in such capacity, the “ABL Agent”) and each additional Representative that from time to time becomes a party hereto pursuant to Section 8.09 hereof.
AMENDMENT TO AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2016 • GMS Inc. • Wholesale-lumber & other construction materials
THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 12, 2016 (the “Amendment”), by and between Gypsum Management and Supply, Inc., a Georgia corporation (the “Company”) and G. Michael Callahan (the “Executive”) and, solely for purposes of Section 5 (and Exhibit A) of the Employment Agreement (as defined below), GMS Inc. (“Holdings”).
