LSF9 CYPRESS HOLDINGS LLC, FBM FINANCE, INC., EACH OF THE GUARANTORS PARTY HERETO, AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 8.25% Senior Secured Notes due 2021 INDENTURE Dated as of August 9, 2016Indenture • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York
INDENTURE dated as of August 9, 2016, among LSF9 Cypress Holdings LLC, a Delaware limited liability company (the “Issuer” or the “Company”), FBM Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), each of the Guarantors party hereto and Wilmington Trust, National Association, a national banking association, as Trustee and Collateral Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 9th day of October, 2015, between Foundation Building Materials, LLC (the “Company”) and John Gorey (the “Employee”) (each of the foregoing individually a “Party” and collectively the “Parties”).
ASSET ADVISORY AGREEMENT Project CypressAsset Advisory Agreement • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • Texas
THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of August 10, 2015 by and between HUDSON AMERICAS L.P., a Delaware limited partnership (“Manager”), and LSF9 CYPRESS PARENT LLC, a Delaware limited liability company (together with its successors and assigns, “Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND IX (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.
SHARE PURCHASE AGREEMENT DATED JULY 4, 2016 BETWEEN CONSTRUCTION PRODUCTS ACQUISITION, LLC, on the one hand, and SUPERIOR PLUS LP and SUPERIOR PLUS U.S. HOLDINGS INC., on the other handShare Purchase Agreement • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York
This SHARE PURCHASE AGREEMENT (this Agreement) is dated July 4, 2016 and made between CONSTRUCTION PRODUCTS ACQUISITION, LLC, a limited liability company formed under the laws of Delaware (the Purchaser), on the one hand, and SUPERIOR PLUS LP, a partnership formed pursuant to the laws of the Province of Ontario (Superior Plus LP), and SUPERIOR PLUS U.S. HOLDINGS INC., a corporation existing under the laws of Delaware (Superior Plus US, and together with Superior Plus LP, the Sellers), on the other hand.
ABL CREDIT AGREEMENT dated as of August 9, 2016 Among LSF9 CYPRESS PARENT LLC, as Holdings, LSF9 CYPRESS HOLDINGS LLC, as the Initial Borrower, THE ADDITIONAL US BORROWERS PARTY HERETO, THE CANADIAN BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO,...Guarantee and Collateral Agreement • January 13th, 2017 • Foundation Building Materials, Inc. • Wholesale-lumber & other construction materials • New York
ABL CREDIT AGREEMENT, dated as of August 9, 2016, among LSF9 CYPRESS PARENT LLC, a Delaware limited liability company (“Holdings”), LSF9 CYPRESS HOLDINGS LLC, a Delaware limited liability company (the “Initial Borrower”), the Additional US Borrowers (as defined herein) party to this Agreement, the Canadian Borrowers (as defined herein) party to this Agreement (together with the Initial Borrower and Additional US Borrowers, “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders and as issuing banks, and GOLDMAN SACHS BANK USA, as administrative agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and BANK OF AMERICA, N.A., as collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”).
