EX-10.2



 Exhibit 10.2 

[Execution] 
 AMENDED AND
RESTATED CREDIT AGREEMENT 
 dated as of January 2, 2018 

by and among 
 BEACON ROOFING
SUPPLY, INC., 
 as Holdings, 

BEACON SALES ACQUISITION, INC., 

THE SUBSIDIARIES OF HOLDINGS PARTIES HERETO 

as US Borrowers, 
 BEACON
ROOFING SUPPLY CANADA COMPANY, 
 as Canadian Borrower, 

the Parties referred to herein, 

as Lenders, 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 
 Swingline
Lender and Issuing Bank 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

CITIGROUP CAPITAL MARKETS INC., 

BANK OF AMERICA, N.A., 

JPMORGAN CHASE BANK, N.A. 

and 
 SUNTRUST ROBINSON HUMPHREY,
INC. 
 each as a Joint Lead Arranger and Joint Bookrunner 







 Table of Contents 

 

							
	Page	 
	 Article I DEFINITIONS
	  	 	1	 
			
	 SECTION 1.1
	  	Definitions	  	 	1	 
	 SECTION 1.2
	  	Other Definitions and Provisions	  	 	57	 
	 SECTION 1.3
	  	Accounting Terms	  	 	58	 
	 SECTION 1.4
	  	UCC Terms	  	 	58	 
	 SECTION 1.5
	  	Rounding	  	 	58	 
	 SECTION 1.6
	  	References to Agreement and Laws	  	 	58	 
	 SECTION 1.7
	  	Times of Day	  	 	59	 
	 SECTION 1.8
	  	Letter of Credit Amounts	  	 	59	 
	 SECTION 1.9
	  	Guaranty Obligations	  	 	59	 
	 SECTION 1.10
	  	Alternative Currency Matters	  	 	59	 
	 SECTION 1.11
	  	Québec Matters	  	 	59	 
	 SECTION 1.12
	  	Pro Forma Calculations.	  	 	60	 
		
	 Article II REVOLVING CREDIT FACILITY
	  	 	61	 
			
	 SECTION 2.1
	  	Revolving Loans	  	 	61	 
	 SECTION 2.2
	  	Swingline Loans	  	 	62	 
	 SECTION 2.3
	  	Borrowing Procedures and Settlements	  	 	63	 
	 SECTION 2.4
	  	Reallocation of Loan Limits	  	 	68	 
	 SECTION 2.5
	  	Settlement	  	 	68	 
	 SECTION 2.6
	  	Independent Obligations	  	 	70	 
	 SECTION 2.7
	  	Termination of the Credit Facility	  	 	70	 
		
	 Article III LETTER OF CREDIT FACILITY
	  	 	70	 
			
	 SECTION 3.1
	  	LC Commitment	  	 	70	 
	 SECTION 3.2
	  	Procedure for Issuance of Letters of Credit	  	 	71	 
	 SECTION 3.3
	  	Fees and Other Charges	  	 	72	 
	 SECTION 3.4
	  	LC Participations	  	 	72	 
	 SECTION 3.5
	  	LC Obligation of the Borrowers	  	 	73	 
	 SECTION 3.6
	  	Obligations Absolute	  	 	74	 
	 SECTION 3.7
	  	Effect of Letter of Credit Application	  	 	74	 
		
	 Article IV PAYMENTS; PREPAYMENTS; REDUCTION IN COMMITMENTS
	  	 	74	 
			
	 SECTION 4.1
	  	Repayment and Prepayments	  	 	74	 
	 SECTION 4.2
	  	Permanent Reduction of the Commitments	  	 	76	 
	 SECTION 4.3
	  	Manner of Payment	  	 	76	 
	 SECTION 4.4
	  	Apportionment and Application	  	 	77	 
	 SECTION 4.5
	  	Crediting Payments	  	 	80	 
	 SECTION 4.6
	  	Designated Account	  	 	81	 
	 SECTION 4.7
	  	Maintenance of Loan Account; Statements of Obligations	  	 	81	 
	 SECTION 4.8
	  	Payment Dates	  	 	82	 
	 SECTION 4.9
	  	Manner of Payment	  	 	82	 


  
 i 









							
	 SECTION 4.10
	  	Joint and Several Liability of US Borrowers; Joint and Several Liability of Canadian Borrowers	  	 	82	 
		
	 Article V [Reserved]
	  	 	84	 
		
	 Article VI INTEREST; FEES; GENERAL LOAN PROVISIONS
	  	 	85	 
			
	 SECTION 6.1
	  	Interest	  	 	85	 
	 SECTION 6.2
	  	Notice and Manner of Conversion or Continuation of Revolving Loans	  	 	88	 
	 SECTION 6.3
	  	Fees	  	 	89	 
	 SECTION 6.4
	  	[Reserved]	  	 	89	 
	 SECTION 6.5
	  	[Reserved]	  	 	89	 
	 SECTION 6.6
	  	Sharing of Payments by Lenders	  	 	90	 
	 SECTION 6.7
	  	Administrative Agent’s Clawback	  	 	90	 
	 SECTION 6.8
	  	Changed Circumstances	  	 	91	 
	 SECTION 6.9
	  	Indemnity	  	 	92	 
	 SECTION 6.10
	  	Increased Costs	  	 	93	 
	 SECTION 6.11
	  	Taxes	  	 	94	 
	 SECTION 6.12
	  	Mitigation Obligations; Replacement of Lenders	  	 	97	 
	 SECTION 6.13
	  	Incremental Commitments	  	 	98	 
	 SECTION 6.14
	  	Cash Collateral	  	 	100	 
	 SECTION 6.15
	  	Defaulting Lenders	  	 	101	 
	 SECTION 6.16
	  	Holdings as Borrower Representative	  	 	103	 
		
	 Article VII CONDITIONS OF CLOSING AND BORROWING
	  	 	104	 
			
	 SECTION 7.1
	  	Conditions to Closing and Initial Extensions of Credit	  	 	104	 
	 SECTION 7.2
	  	Conditions to Subsequent Extensions of Credit	  	 	108	 
	 SECTION 7.3
	  	Post-Closing Conditions	  	 	109	 
		
	 Article VIII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES
	  	 	109	 
			
	 SECTION 8.1
	  	Organization; Power; Qualification	  	 	109	 
	 SECTION 8.2
	  	Ownership	  	 	110	 
	 SECTION 8.3
	  	Authorization; Enforceability	  	 	110	 
	 SECTION 8.4
	  	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.	  	 	110	 
	 SECTION 8.5
	  	Compliance with Law; Governmental Approvals	  	 	111	 
	 SECTION 8.6
	  	Tax Returns and Payments	  	 	111	 
	 SECTION 8.7
	  	Intellectual Property Matters	  	 	111	 
	 SECTION 8.8
	  	Environmental Matters	  	 	111	 
	 SECTION 8.9
	  	Employee Benefit Matters	  	 	112	 
	 SECTION 8.10
	  	Margin Stock	  	 	114	 
	 SECTION 8.11
	  	Investment Company	  	 	114	 
	 SECTION 8.12
	  	Employee Relations	  	 	114	 
	 SECTION 8.13
	  	Burdensome Provisions	  	 	114	 
	 SECTION 8.14
	  	Financial Statements	  	 	114	 
	 SECTION 8.15
	  	No Material Adverse Change	  	 	115	 
	 SECTION 8.16
	  	Solvency	  	 	115	 
	 SECTION 8.17
	  	Title to Property	  	 	115	 
	 SECTION 8.18
	  	Litigation	  	 	115	 
	 SECTION 8.19
	  	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	  	 	115	 


  
 ii 









							
	 SECTION 8.20
	  	Absence of Defaults	  	 	115	 
	 SECTION 8.21
	  	Senior Indebtedness Status	  	 	115	 
	 SECTION 8.22
	  	Investment Bankers’ and Similar Fees	  	 	116	 
	 SECTION 8.23
	  	Disclosure	  	 	116	 
	 SECTION 8.24
	  	Material Contracts	  	 	116	 
	 SECTION 8.25
	  	Acquisition	  	 	116	 
	 SECTION 8.26
	  	Location of Inventory	  	 	116	 
	 SECTION 8.27
	  	Eligible Accounts	  	 	117	 
	 SECTION 8.28
	  	Eligible Inventory	  	 	117	 
		
	 Article IX AFFIRMATIVE COVENANTS
	  	 	117	 
			
	 SECTION 9.1
	  	Financial Statements and Budgets	  	 	117	 
	 SECTION 9.2
	  	Certificates; Other Reports	  	 	118	 
	 SECTION 9.3
	  	Notice of Litigation and Other Matters	  	 	120	 
	 SECTION 9.4
	  	Preservation of Corporate Existence and Related Matters	  	 	121	 
	 SECTION 9.5
	  	Maintenance of Property and Licenses	  	 	121	 
	 SECTION 9.6
	  	Insurance	  	 	122	 
	 SECTION 9.7
	  	Accounting Methods and Financial Records	  	 	122	 
	 SECTION 9.8
	  	Payment of Taxes and Other Obligations	  	 	122	 
	 SECTION 9.9
	  	Compliance with Laws and Approvals	  	 	122	 
	 SECTION 9.10
	  	Environmental Laws	  	 	122	 
	 SECTION 9.11
	  	Compliance with ERISA	  	 	123	 
	 SECTION 9.12
	  	Visits, Inspections, Field Examinations and Appraisals	  	 	123	 
	 SECTION 9.13
	  	Lender Meetings	  	 	124	 
	 SECTION 9.14
	  	Cash Management	  	 	124	 
	 SECTION 9.15
	  	Additional Subsidiaries	  	 	126	 
	 SECTION 9.16
	  	Use of Proceeds	  	 	128	 
	 SECTION 9.17
	  	Further Assurances	  	 	129	 
	 SECTION 9.18
	  	Locations of Inventory	  	 	129	 
	 SECTION 9.19
	  	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	  	 	129	 
		
	 Article X NEGATIVE COVENANTS
	  	 	129	 
			
	 SECTION 10.1
	  	Indebtedness	  	 	129	 
	 SECTION 10.2
	  	Liens	  	 	132	 
	 SECTION 10.3
	  	Investments	  	 	134	 
	 SECTION 10.4
	  	Fundamental Changes	  	 	136	 
	 SECTION 10.5
	  	Asset Dispositions	  	 	137	 
	 SECTION 10.6
	  	Restricted Payments	  	 	139	 
	 SECTION 10.7
	  	Transactions with Affiliates	  	 	140	 
	 SECTION 10.8
	  	Accounting Changes; Organizational Documents	  	 	141	 
	 SECTION 10.9
	  	Payments and Modifications of Subordinated Indebtedness and Other Indebtedness and Preferred Stock	  	 	141	 
	 SECTION 10.10
	  	No Further Negative Pledges; Restrictive Agreements	  	 	142	 
	 SECTION 10.11
	  	Nature of Business	  	 	143	 
	 SECTION 10.12
	  	Sale Leasebacks	  	 	143	 
	 SECTION 10.13
	  	Financial Covenant	  	 	143	 
	 SECTION 10.14
	  	Limitations on Holdings	  	 	143	 
	 SECTION 10.15
	  	Disposal of Subsidiary Interests	  	 	144	 
	 SECTION 10.16
	  	Hedge Agreements	  	 	144	 


  
 iii 









							
		
	 Article XI DEFAULT AND REMEDIES
	  	 	144	 
			
	 SECTION 11.1
	  	Events of Default	  	 	144	 
	 SECTION 11.2
	  	Remedies	  	 	147	 
	 SECTION 11.3
	  	Rights and Remedies Cumulative; Non-Waiver; etc.	  	 	147	 
	 SECTION 11.4
	  	Crediting of Payments and Proceeds	  	 	148	 
	 SECTION 11.5
	  	Administrative Agent May File Proofs of Claim	  	 	148	 
	 SECTION 11.6
	  	Credit Bidding	  	 	149	 
	 SECTION 11.7
	  	Judgment Currency	  	 	149	 
		
	 Article XII ADMINISTRATIVE AGENT
	  	 	150	 
			
	 SECTION 12.1
	  	Appointment and Authority	  	 	150	 
	 SECTION 12.2
	  	Rights as a Lender	  	 	151	 
	 SECTION 12.3
	  	Exculpatory Provisions	  	 	151	 
	 SECTION 12.4
	  	Reliance by Administrative Agent	  	 	152	 
	 SECTION 12.5
	  	Delegation of Duties	  	 	152	 
	 SECTION 12.6
	  	Resignation or Removal of Administrative Agent	  	 	152	 
	 SECTION 12.7
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	154	 
	 SECTION 12.8
	  	No Other Duties, etc.	  	 	154	 
	 SECTION 12.9
	  	Collateral and Guaranty Matters	  	 	154	 
	 SECTION 12.10
	  	Bank Products	  	 	155	 
	 SECTION 12.11
	  	Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	  	 	156	 
	 SECTION 12.12
	  	Intercreditor Agreement	  	 	157	 
		
	 Article XIII MISCELLANEOUS
	  	 	158	 
			
	 SECTION 13.1
	  	Notices	  	 	158	 
	 SECTION 13.2
	  	Amendments, Waivers and Consents	  	 	160	 
	 SECTION 13.3
	  	Expenses; Indemnity	  	 	162	 
	 SECTION 13.4
	  	Right of Setoff	  	 	164	 
	 SECTION 13.5
	  	Governing Law; Jurisdiction, Etc.	  	 	165	 
	 SECTION 13.6
	  	Waiver of Jury Trial	  	 	166	 
	 SECTION 13.7
	  	Reversal of Payments	  	 	166	 
	 SECTION 13.8
	  	Injunctive Relief	  	 	166	 
	 SECTION 13.9
	  	Accounting Matters	  	 	166	 
	 SECTION 13.10
	  	Successors and Assigns; Participations	  	 	166	 
	 SECTION 13.11
	  	Treatment of Certain Information; Confidentiality	  	 	170	 
	 SECTION 13.12
	  	Performance of Duties	  	 	171	 
	 SECTION 13.13
	  	All Powers Coupled with Interest	  	 	171	 
	 SECTION 13.14
	  	Survival	  	 	171	 
	 SECTION 13.15
	  	Titles and Captions	  	 	171	 
	 SECTION 13.16
	  	Severability of Provisions	  	 	171	 
	 SECTION 13.17
	  	Counterparts; Integration; Effectiveness; Electronic Execution	  	 	172	 
	 SECTION 13.18
	  	Term of Agreement	  	 	172	 
	 SECTION 13.19
	  	USA PATRIOT Act	  	 	172	 
	 SECTION 13.20
	  	Independent Effect of Covenants	  	 	172	 
	 SECTION 13.21
	  	Keepwell	  	 	172	 
	 SECTION 13.22
	  	Inconsistencies with Other Documents	  	 	173	 
	 SECTION 13.23
	  	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	173	 


  
 iv 









							
		
	 Article XIV ACKNOWLEDGMENT AND RESTATEMENT
	  	 	173	 
			
	 SECTION 14.1
	  	Existing Obligations	  	 	173	 
	 SECTION 14.2
	  	Acknowledgment of Security Interests	  	 	174	 
	 SECTION 14.3
	  	Existing Loan Documents	  	 	174	 
	 SECTION 14.4
	  	Restatement	  	 	174	 


  
 v 









							
	EXHIBITS
			
	Exhibit A-1	  	 	–  	 	  	Form of US Revolving Credit Note
	Exhibit A-2	  	 	–  	 	  	Form of Canadian Revolving Credit Note
	Exhibit A-3	  	 	–  	 	  	Form of US Swingline Note
	Exhibit A-4	  	 	–  	 	  	Form of Canadian Swingline Note
	Exhibit B	  	 	–  	 	  	Form of Notice of Borrowing
	Exhibit C	  	 	–  	 	  	Form of Notice of Conversion/Continuation
	Exhibit D	  	 	–  	 	  	[Reserved]
	Exhibit E	  	 	–  	 	  	Form of Perfection Certificate
	Exhibit F	  	 	–  	 	  	Form of Compliance Certificate
	Exhibit G	  	 	–  	 	  	Form of Borrowing Base Certificate
	Exhibit H	  	 	–  	 	  	Form of Lender Joinder Agreement
	Exhibit I	  	 	–  	 	  	Form of Solvency Certificate
	Exhibit J	  	 	–  	 	  	Form of Bank Product Provider Agreement
	Exhibit K	  	 	–  	 	  	Form of Assignment and Assumption
	Exhibit L-1	  	 	–  	 	  	Form of US Tax Compliance Certificate (Non-Partnership Foreign Lenders)
	Exhibit L-2	  	 	–  	 	  	Form of US Tax Compliance Certificate (Non-Partnership Foreign Participants)
	Exhibit L-3	  	 	–  	 	  	Form of US Tax Compliance Certificate (Foreign Participant Partnerships)
	Exhibit L-4	  	 	–  	 	  	Form of US Tax Compliance Certificate (Foreign Lender Partnerships)
	
	SCHEDULES
			
	Schedule 1.1(a)	  	 	–  	 	  	Commitments
	Schedule 1.1(b)	  	 	–  	 	  	Administrative Agent Payment Account
	Schedule 1.1(c)	  	 	–  	 	  	Canadian Collection Account and US Collection Account
	Schedule 1.1(d)	  	 	–  	 	  	Designated Account
	Schedule 1.1(e)	  	 	–  	 	  	US Eligible Inventory Locations
	Schedule 1.1(f)	  	 	–  	 	  	Canadian Eligible Inventory Locations
	Schedule 1.1(g)	  	 	–  	 	  	Existing Letters of Credit
	Schedule 1.1(h)	  	 	–  	 	  	US Borrowers
	Schedule 7.3(d)	  	 	–  	 	  	Certain Post-Closing Deliveries
	Schedule 8.1	  	 	–  	 	  	Jurisdictions of Organization and Qualification
	Schedule 8.2	  	 	–  	 	  	Subsidiaries and Capitalization
	Schedule 8.6	  	 	–  	 	  	Audit Matters
	Schedule 8.9	  	 	–  	 	  	ERISA Plans
	Schedule 8.12	  	 	–  	 	  	Labor and Collective Bargaining Agreements
	Schedule 8.17	  	 	–  	 	  	Real Property
	Schedule 8.24	  	 	–  	 	  	Material Contracts
	Schedule 9.2	  	 	–  	 	  	Financial and Collateral Reports
	Schedule 9.14(a)	  	 	–  	 	  	Deposit Accounts and Cash Management Banks
	Schedule 10.1	  	 	–  	 	  	Existing Indebtedness
	Schedule 10.2	  	 	–  	 	  	Existing Liens
	Schedule 10.3	  	 	–  	 	  	Existing Loans, Advances and Investments
	Schedule 10.7	  	 	–  	 	  	Transactions with Affiliates


  
 vi 








 AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 2, 2018, by and among Beacon
Roofing Supply, Inc., a Delaware corporation, as Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, as a US Borrower, the Subsidiaries of Holdings set forth on Schedule 1.1(h), each as a US Borrower, Beacon Roofing Supply
Canada Company, an unlimited liability company organized under the laws of Nova Scotia, as a Canadian Borrower, the lenders who are party to this agreement and the lenders who may become a party to this agreement pursuant to the terms hereof, as
lenders, Wells Fargo Bank, National Association, a national banking association, as Administrative Agent for the Lenders, and Wells Fargo Bank, National Association, Citigroup Capital Markets Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A.
and SunTrust Robinson Humphrey, Inc., each as a Joint Lead Arranger and Joint Bookrunner. 
 STATEMENT OF PURPOSE 

WHEREAS, Borrowers, Guarantors, Administrative Agent and Lenders have previously entered into financing arrangements pursuant to which Lenders
(or Administrative Agent on behalf of Lenders) have made loans and provided other financial accommodations to Borrowers as set forth in the Credit Agreement, dated as of October 1, 2015, by and among Administrative Agent, Lenders, Borrowers and
Guarantors, as amended by Amendment No. 1 to Credit Agreement, dated as of October 28, 2015 (the “Existing Credit Agreement”); 

WHEREAS, Borrowers and Guarantors have requested that Administrative Agent and Lenders amend and restate the Existing Credit Agreement and
continue the existing financing arrangements with Borrowers pursuant to which Lenders may make loans and provide other financial accommodations to Borrowers; and 

WHEREAS, Administrative Agent and Lenders have agreed to amend and restate the Existing Credit Agreement, and each Lender is willing to agree
(severally and not jointly) to make such loans and provide such financial accommodations to Borrowers on a pro rata basis according to its Commitment (as defined below) on the terms and conditions set forth herein, each Issuing Bank is
willing to agree to continue to issue Letters of Credit (as defined below), and Administrative Agent is willing to continue to act as agent for Lenders on the terms and conditions set forth herein and the other Loan Documents; 

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1
Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: 
 “2015 Senior
Note Documents” means, collectively, (a) the 2015 Senior Notes, (b) the 2015 Senior Notes Indenture and (c) all other instruments, agreements and other documents evidencing or governing the 2015 Senior Notes or providing for
any guarantee, obligation, security or other right in respect thereof. 
 “2015 Senior Notes” means the 6.375% Senior Notes
due 2023 issued by Holdings on the Original Closing Date in an aggregate outstanding principal amount of $300,000,000 as of the Restatement Date. 







 “2015 Senior Notes Indenture” means the Indenture, dated the Original Closing
Date, by and among Wells Fargo Bank, National Association, as Trustee and Holdings, as Issuer, under which the 2015 Senior Notes are issued. 

“2017 Senior Note Documents” means, collectively, (a) the 2017 Senior Notes, (b) the 2017 Senior Notes Indenture
and (c) all other instruments, agreements and other documents evidencing or governing the 2017 Senior Notes or providing for any guarantee, obligation, security or other right in respect thereof. 

“2017 Senior Notes” means the 4.875% Senior Notes due 2025 issued by Beacon Escrow Corporation on October 25, 2017 and
assumed by Holdings on the Restatement Date, in an aggregate original principal amount of $1,300,000,000. 
 “2017 Senior Notes
Indenture” means the Indenture, dated the Original Closing Date, by and among Wells Fargo Bank, National Association, as Trustee and Holdings, as Issuer, under which the 2017 Senior Notes are issued. 

“ABL Priority Collateral” has the meaning set forth in the Intercreditor Agreement. 

“Account Debtor” means each Person who is obligated on an Account, Chattel Paper or General Intangible. 

“Accounts” has the meaning set forth in the UCC and, with respect to any Person, all such Accounts of such Person, whether
now existing or existing in the future, including (a) all accounts receivable of such Person (whether or not specifically listed on schedules furnished to Administrative Agent), including all accounts created by or arising from all of such
Person’s sales of goods or rendition of services made under any of its trade names, or through any of its divisions, (b) all unpaid rights of such Person (including rescission, replevin, reclamation and stopping in transit) relating to the
foregoing or arising therefrom, (c) all rights to any goods represented by any of the foregoing, including returned or repossessed goods, (d) all reserves and credit balances held by such Person with respect to any such accounts receivable
of any Account Debtors, (e) all letters of credit, guarantees or collateral for any of the foregoing and (f) all insurance policies or rights relating to any of the foregoing. 

“Activation Notice” has the meaning set forth in Section 9.14(a). 

“Adjusted Excess Availability” means at any time, the sum of (a) the Excess Availability, plus (b) the Specified
Suppressed Availability, plus (c) the Qualified Cash. 
 “Administrative Agent” means Wells Fargo, in its capacity as
Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 12.6. 

“Administrative Agent Payment Account” means the Deposit Account of Administrative Agent identified on Schedule 1.1(b)
to this Agreement (or such other Deposit Account of Administrative Agent for such purpose designated by it in writing to Borrower Representative). 

“Administrative Agent’s Office” means the office of Administrative Agent specified in or determined in accordance with
the provisions of Section 13.1(c). 
 “Administrative Questionnaire” means an administrative
questionnaire in a form supplied by Administrative Agent. 

  
 2 








 “Affiliate” means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agreement” means this Amended and Restated Credit Agreement. 

“Anti-Corruption Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and
regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Credit Party or any of its Subsidiaries or Affiliates is located or is doing business. 

“Anti-Money Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Credit Party or any of
its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. 

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations,
permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and binding orders of arbitrators. 

“Applicable Margin” means (a) as to Revolving Loans for which interest is calculated based on the US Base Rate or the
Canadian Base Rate, the Applicable Base Rate Margin set forth below, (b) as to Revolving Loans for which interest is calculated based on LIBOR, the Applicable LIBOR Margin set forth below, and (c) as to Revolving Loans for which interest
is calculated based on the Canadian BA Rate, the Applicable Canadian BA Rate Margin set forth below, in each case, determined for each calendar quarter based upon the Quarterly Average Excess Availability for the immediately preceding three
(3) month period: 
  

															
	Tier	  	 Quarterly Average Excess

Availability
	  	Applicable Base
Rate Margin	 	 	Applicable
LIBOR Margin	 	 	Applicable
Canadian BA
Rate Margin	 
	 1
	  	Greater than or equal to sixty-six and two-thirds percent (66-2/3%) of the Maximum Credit	  	 	0.25	% 	 	 	1.25	% 	 	 	1.25	% 
	 2
	  	Greater than or equal to thirty-three and one-third percent (33-1/3%) of the Maximum Credit but less than
sixty-six and two-thirds percent (66-2/3%) of the Maximum Credit	  	 	0.50	% 	 	 	1.50	% 	 	 	1.50	% 
	 3
	  	Less than thirty-three and one-third percent (33-1/3%) of the Maximum Credit	  	 	0.75	% 	 	 	1.75	% 	 	 	1.75	% 


  
 3 








 provided, that, (i) the Applicable Margin shall be calculated and established once each
calendar quarter and shall remain in effect until adjusted for the next calendar quarter, (ii) each adjustment of the Applicable Margin shall be effective as of the first day of each such calendar quarter based on the Quarterly Average Excess
Availability for the immediately preceding calendar quarter, (iii) notwithstanding anything to the contrary contained herein, for the period from the Restatement Date until the last day of the first full calendar quarter immediately following
the Restatement Date, the Applicable Margin shall be based on the applicable percentage set forth in Tier 2, and (iv) in the event that the Borrower Representative fails to provide any Borrowing Base Certificate or other information with
respect thereto for any period on the date required hereunder, effective as of the date on which such Borrowing Base Certificate or other information was otherwise required, at Administrative Agent’s option, the Applicable Margin shall be based
on the highest rate above until the next Business Day after a Borrowing Base Certificate or other information is provided for the applicable period at which time the Applicable Margin shall be adjusted as otherwise provided herein. In the event that
at any time after the end of any calendar quarter the Quarterly Average Excess Availability for such calendar quarter used for the determination of the Applicable Margin was greater than the actual amount of the Quarterly Average Excess Availability
for such period as a result of the inaccuracy of information provided by or on behalf of any Borrower to Administrative Agent for the calculation of Excess Availability, the Applicable Margin for such period shall be adjusted to the applicable
percentage based on such actual Quarterly Average Excess Availability and any additional interest for the applicable period as a result of such recalculation shall be promptly paid to Administrative Agent. The foregoing shall not be construed to
limit the rights of Administrative Agent or Lenders with respect to the amount of interest payable after a Default or Event of Default whether based on such recalculated percentage or otherwise. 

“Application Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the
Maturity Date, or (b) an Event of Default and the election by Administrative Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 4.4(b). 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arrangers” means (a) Wells
Fargo Bank, National Association, (b) Citigroup Capital Markets Inc., (c) Merrill Lynch, Pierce, Fenner & Smith Incorporated, (d) JPMorgan Chase Bank, N.A. and (e) SunTrust Robinson Humphrey, Inc., in their respective
capacities as joint lead arrangers and joint bookrunners. 
 “Asset Disposition” means the disposition of any or all of the
assets (including, without limitation, any Capital Stock owned thereby) of any Credit Party or any Restricted Subsidiary thereof whether by sale, lease, transfer or otherwise, and any issuance of Capital Stock by any Restricted Subsidiary of
Holdings to any Person that is not a Credit Party or any Restricted Subsidiary thereof. The term “Asset Disposition” shall not include (a) the sale of inventory in the ordinary course of business, (b) the transfer of
assets to any Borrower or any Subsidiary thereof pursuant to any other transaction permitted pursuant to Section 10.4, (c) the write-off, discount, sale or other disposition of
defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the disposition of any Hedge
Agreement, (e) dispositions of Investments in cash and Cash Equivalents, (f) the payment in cash of obligations and liabilities and (g) (i) the transfer by any US Credit Party of any of its assets to any other US Credit Party,
(ii) the transfer by any Canadian Credit Party of any of its assets to any other Canadian Credit Party, (iii) the transfer by any Non-Credit Party of any of its assets to any Credit Party
(provided, that, in connection with any such transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer), (iv) the transfer by
any US Credit Party of any of its assets to any Canadian Credit Party or the transfer by any Canadian Credit Party of any of its assets to any US Credit Party (provided, that, (A) in connection with any such transfer, the


  
 4 








 
transferor shall receive, and the transferee shall pay, an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer and (B) as of the
date of any such transfer, and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing), and (v) the transfer by any Non-Credit Party of any of its assets to any
other Non-Credit Party. 
 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 13.10), and accepted by Administrative Agent, in substantially the form attached as Exhibit
K or any other form approved by Administrative Agent. 
 “Attributable Indebtedness” means, on any date
of determination, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a
Capital Lease. 
 “Authorized Person” means any individual identified by Borrower representative as an authorized person
and authenticated through Administrative Agent’s electronic platform or portal in accordance with its procedures for such authentication. 

“Available Currency” shall mean with respect to (a) US Revolving Loans, US Swingline Loans, US Letters of Credit and US
Special Advances, US Dollars, and (b) Canadian Revolving Loans, Canadian Swingline Loans, Canadian Letters of Credit and Canadian Special Advances, US Dollars and Canadian Dollars. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the
applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” means, with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “Bank Product” means any one or more of the following financial products or accommodations
extended to a Credit Party by a Bank Product Provider: (a) credit cards (including commercial cards (and so-called “purchase cards”, “procurement cards” or “p-cards”)), (b) credit card processing services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements. 

“Bank Product Agreements” means those agreements entered into from time to time by a Credit Party with a Bank Product
Provider in connection with obtaining any Bank Product, including a Hedge Agreement. 
 “Bank Product Obligations” means US
Bank Product Obligations and Canadian Bank Product Obligations. 
 “Bank Product Provider” means any Person that
(a) at the time it enters into a Bank Product Agreement with a Credit Party permitted under Article X, is a Lender, an Affiliate of a Lender (other than a Lender in its capacity as such), Administrative Agent or an Affiliate of
Administrative Agent or (b) at the time it (or its Affiliate) becomes a Lender (in its capacity as such) (including on the Restatement 

  
 5 








 
Date), is a party to a Bank Product Agreement with a Credit Party, in each case in its capacity as a party to such Bank Product Agreement; provided, that, no such Person (other than
Wells Fargo or its Affiliates) shall constitute a Bank Product Provider unless and until Administrative Agent receives a Bank Product Provider Agreement from such Person (i) on or about the Original Closing Date in the case of any Bank Product
Agreement in effect on the Original Closing Date or (ii) within ten (10) Business Days after the execution and delivery of a Bank Product Agreement established after the Original Closing Date. 

“Bank Product Provider Agreement” means an agreement in substantially the form attached hereto as Exhibit J to this
Agreement, in form and substance satisfactory to Administrative Agent, duly executed by the applicable Bank Product Provider, Borrowers, and Administrative Agent. 

“Bank Product Reserves” means, as of any date of determination, reserves against the Borrowing Base that Administrative Agent
deems necessary or appropriate to establish in the exercise of its Permitted Discretion and subject to Section 2.1(b) (based upon the Bank Product Providers’ determination of the liabilities and obligations of each
Borrower and its Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding. 

“Base Rate” means US Base Rate and the Canadian Base Rate, as applicable. 

“Base Rate Loan” means any Revolving Loan bearing interest at a rate based upon the applicable Base Rate as provided in
Section 6.1(a). 
 “Borrower Representative” has the meaning set forth in
Section 6.16(a). 
 “Borrowers” means, collectively, the US Borrowers and the Canadian Borrowers.

 “Borrowing” means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Administrative Agent
on behalf thereof), or by the Swingline Lender in the case of a Swingline Loan, or by Administrative Agent in the case of a Special Advance. 

“Borrowing Base” means the sum of the US Borrowing Base and the Canadian Borrowing Base. 

“Borrowing Base Certificate” has the meaning set forth in Section 9.2(b). 

“Business Day” means: 

(a) for all purposes other than as set forth in clause (b) or (c) below, any day other than a Saturday, Sunday or legal
holiday on which banks in New York, New York, are open for the conduct of their commercial banking business; 
 (b) with respect to all
notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan denominated in US Dollars, Swingline Loans or any Base Rate Loan as to which the interest rate is determined by reference to LIBOR, any day
that is a Business Day described in clause (a) and that is also a day for trading by and between banks in US Dollar deposits in the London interbank market; and 

(c) with respect to all notices and determinations in connection with, and payments of principal and interest on, any Canadian Revolving Loan,
(i) any day that is a Business Day described in clause (a) and on which banks are open for business in Toronto, Ontario and (ii) with respect to any Canadian Revolving Loan that is a Canadian BA Rate Loan, any day that is a
Business Day described in clauses (a) and (c)(i). 

  
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 “Canadian AML Laws” means the Proceeds of Crime (Money Laundering) and Terrorist
Financing Act (Canada), the Criminal Code (Canada), the United Nations Act (Canada), United Nations Al-Qaida and Taliban Regulations, the Regulations Implementing the United Nations Resolutions on the
Suppression of Terrorism, the Criminal Code and any similar laws in effect in Canada from time to time. 
 “Canadian Bank Product
Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by any Canadian Credit Party to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of
whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including, without limitation, all Canadian Hedge Obligations, and (b) all amounts that
Administrative Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Administrative Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank
Product Provider with respect to the Bank Products provided by such Bank Product Provider to a Canadian Credit Party. 
 “Canadian
BA Rate” means (a) for a Lender that is a Canadian Reference Bank, the CDOR Rate, and (b) for any other Lender, the CDOR Rate plus one-tenth of one percent (0.10%). 

“Canadian BA Rate Loan” means each portion of a Revolving Loan denominated in Canadian Dollars that bears interest at a rate
determined by reference to the Canadian BA Rate. 
 “Canadian BA Rate Margin” has the meaning set forth in the definition
of Applicable Margin. 
 “Canadian Base Rate” means, for any day, a rate per annum equal to the greater of (a) the
CDOR Rate existing on such day (which rate shall be calculated based upon an Interest Period of one (1) month), plus one (1) percentage point, and (b) the “prime rate” for Canadian Dollar commercial loans made in Canada as
reported by Thomson Reuters under Reuters Instrument Code <CAPRIME=> on the “CA Prime Rate (Domestic Interest Rate) – Composite Display” page (or any successor page or such other commercially available service or source
(including the Canadian Dollar “prime rate” announced by a Schedule I bank under the Bank Act (Canada)) as Administrative Agent may designate from time to time). Each determination of the Canadian Base Rate shall be made by Administrative
Agent and shall be conclusive in the absence of manifest error. 
 “Canadian Base Rate Loan” means any Revolving Loan
bearing interest at a rate based upon the Canadian Base Rate as provided in Section 6.1(a). 
 “Canadian
Borrowers” means, collectively, the following (together with their respective successors and assigns): (a) Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, and (b) any other
Person organized under the laws of Canada that at any time after the Restatement Date becomes a Canadian Borrower; and “Canadian Borrower” means any one of them. 

“Canadian Borrowing Base” means, at any time, the amount equal to: 

(a) the amount equal to eighty-five percent (85%) multiplied by the net amount of Eligible Accounts of Canadian Borrowers; plus 

(b) the amount equal to the lesser of: (i) seventy percent (70%) multiplied by the Value of each category of Eligible Inventory of
Canadian Borrowers or (ii) eighty-five percent (85%) of the Net Recovery Percentage of each category of Eligible Inventory of Canadian Borrowers multiplied by the Value thereof; minus 

  
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 (c) applicable Reserves with respect to Canadian Borrowers established by Administrative Agent in
its Permitted Discretion in accordance with the terms hereof (including Section 2.1(b)). 
 “Canadian
Collateral” means Collateral consisting of assets or interests in assets of Canadian Credit Parties and the proceeds thereof. 

“Canadian Collateral Agreement” means the Amended and Restated Canadian Collateral Agreement, dated of even date herewith,
executed and delivered by the Canadian Credit Parties in favor of Administrative Agent, for the ratable benefit of the Canadian Secured Parties. 

“Canadian Collection Account” means the Deposit Accounts in the name of a Canadian Borrower set forth on Schedule
1.1(c) to this Agreement, or any other account or accounts at any time after the date hereof designated by Borrower Representative to Administrative Agent which have been established for purposes of the receipt of proceeds of Accounts and other
Collateral in accordance with the terms hereof. 
 “Canadian Commitment” means, as to any Canadian Lender, the obligation
of such Lender to make Canadian Revolving Loans to, and to purchase participations in Canadian LC Obligations and Canadian Swingline Loans for the account of, the Canadian Borrowers hereunder in each case as such amounts are set forth beside such
Lender’s name under the applicable heading on Schedule 1.1(a), as such amount may be modified at any time or from time to time pursuant to the terms of this Agreement. The aggregate Canadian Commitment of all the Canadian Lenders on the
Restatement Date shall be the US Dollar Equivalent of $100,000,000. 
 “Canadian Commitment Percentage” means, with
respect to any Canadian Lender at any time, the percentage of the total Canadian Commitments of all the Canadian Lenders represented by such Canadian Lender’s Canadian Commitment. If the Canadian Commitments have terminated or expired, the
Canadian Commitment Percentages shall be determined based upon the Canadian Commitments most recently in effect, giving effect to any assignments. Each reference to “a Lender” shall include, collectively, all Lenders that are Affiliates
and all branches of a Lender or its Affiliates as though all such parties were one Lender hereunder. 
 “Canadian Credit
Parties” means, collectively, the Canadian Borrowers and the Canadian Guarantors. 
 “Canadian Dollar” or
“C$” means, at the time of determination, the lawful currency of Canada. 
 “Canadian Employee Benefit
Plan” means (a) any employee benefit plan that is maintained for employees or former employees of the Canadian Borrower or any Subsidiary thereof registered in accordance with Canadian Pension Laws which any Credit Party or any
Subsidiary thereof sponsors, maintains, or to which it makes, is making, or is obligated to make, contributions or (b) any Canadian Pension Plan or Canadian Multiemployer Plan that has at any time within the preceding seven (7) years been
maintained for the employees of any Credit Party or any Subsidiary thereof, and shall not include any Employee Benefit Plan. 

“Canadian Extensions of Credit” means, as to any Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Canadian Revolving Loans made by such Lender then outstanding, (b) such Lender’s Commitment Percentage of the Canadian LC Obligations then outstanding, and (c) such Lender’s Commitment Percentage of the
Canadian Swingline Loans then outstanding. 

  
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 “Canadian Guarantors” means, collectively, all direct and indirect Subsidiaries
of Holdings organized under the laws of Canada or a jurisdiction in Canada (other than any Excluded Subsidiary or Unrestricted Subsidiary) which become a party to the Canadian Guaranty Agreement pursuant to Section 9.15.

 “Canadian Guaranty Agreement” means any guaranty agreement, executed and delivered by the Canadian Guarantors in favor
of Administrative Agent for the benefit of the Canadian Secured Parties in respect of the Canadian Secured Obligations. 
 “Canadian
Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of a Canadian Credit Party arising under, owing pursuant to, or existing in respect of
Hedge Agreements entered into with one or more of the Hedge Providers. 
 “Canadian Hedge Provider” means any Person that,
(a) at the time it enters into a Hedge Agreement with a Canadian Credit Party permitted under Article X, is a Canadian Lender, an Affiliate of a Canadian Lender, Administrative Agent or an Affiliate of Administrative Agent or (b) at
the time it (or its Affiliate) becomes a Canadian Lender (in its capacity as such) (including on the Restatement Date), is a party to a Hedge Agreement with a Canadian Credit Party, in each case in its capacity as a party to such Hedge Agreement;
provided, that, no such Person (other than Wells Fargo or its Affiliates) shall constitute a Canadian Hedge Provider unless and until Administrative Agent receives a Bank Product Provider Agreement from such Person (i) on or about
the Original Closing Date in the case of any Hedge Agreement in effect on the Original Closing Date or (ii) within ten (10) Business Days after the execution and delivery of a Hedge Agreement established after the Original Closing Date.

 “Canadian LC Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired
amount of the then outstanding Canadian Letters of Credit and (b) the aggregate amount of drawings under Canadian Letters of Credit which have not then been reimbursed pursuant to Section 3.5. 

“Canadian Lender” means, at any time, each Lender having a Canadian Commitment or a Canadian Revolving Loan owing to it or a
participating interest in a Canadian Letter of Credit or Canadian Swingline Loan. 
 “Canadian Letter of Credit” has the
meaning set forth in Section 3.1. 
 “Canadian Loan Limit” means the aggregate amount of the
Canadian Commitments. 
 “Canadian Multiemployer Plan” means a “multi-employer pension plan” as defined by
Canadian Pension Laws and registered in accordance with Canadian Pension Laws and as to which any Credit Party or any Subsidiary thereof is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the
preceding seven (7) years, and shall not include any Multiemployer Plan. 
 “Canadian Obligations” means, in each
case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Canadian Revolving Loans and (b) all other fees and
commissions (including attorneys’ fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Canadian Lenders or Administrative Agent, in each case under any
Loan Document, with respect to any Canadian Revolving Loan of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by
any note and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding. 

  
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 “Canadian Outstandings” means (a) with respect to Canadian Revolving Loans,
including Canadian Swingline Loans and Canadian Special Advances, on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Canadian Revolving Loans, including Canadian
Swingline Loans and Canadian Special Advances, as the case may be, occurring on such date; plus (b) with respect to any Canadian LC Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any
Canadian Revolving Extensions of Credit occurring on such date and any other changes in the aggregate amount of the Canadian LC Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any
Canadian Letters of Credit or any reductions in the maximum amount available for drawing under Canadian Letters of Credit taking effect on such date. 

“Canadian Overadvance” means, as of any date of determination, the sum of the principal amount of any Canadian Revolving
Loans, Canadian Swingline Loans and Canadian Letters of Credit in excess of the lesser of the Canadian Borrowing Base or the Canadian Loan Limit. 

“Canadian Pension Laws” means the Income Tax Act (Canada) and any pension standards legislation applicable to a Canadian
Pension Plan or a Canadian Multiemployer Plan. 
 “Canadian Pension Plan” means any Canadian Employee Benefit Plan, other
than a Canadian Multiemployer Plan, which is a “registered pension plan” as defined under Section 248(l) of the Income Tax Act (Canada) and which (a) is maintained, funded or administered for the employees of any Credit Party or
any Subsidiary thereof or (b) has at any time within the preceding seven (7) years been maintained, funded or administered for the employees of any Credit Party or any Subsidiary thereof, and shall not include any Pension Plan. 

“Canadian Protective Advance” has the meaning set forth in Section 2.3(d)(i). 

“Canadian Reference Bank” means any one or more of The Bank of Nova Scotia, Bank of Montreal, Royal Bank of Canada, The
Toronto-Dominion Bank, Canadian Imperial Bank of Commerce or National Bank of Canada, as Administrative Agent may determine. 

“Canadian Restricted Subsidiary” means any Canadian Subsidiary that is a Restricted Subsidiary. 

“Canadian Revolving Credit Note” means a promissory note made by the Canadian Borrower in favor of a Canadian Lender
evidencing the Canadian Revolving Loans made by such Canadian Lender, substantially in the form attached as Exhibit A-2, and any substitutes therefor, and any replacements, restatements, renewals or
extension thereof, in whole or in part. 
 “Canadian Revolving Loans” has the meaning set forth in
Section 2.1. 
 “Canadian Secured Obligations” means, collectively, (a) the Canadian
Obligations and (b) the Canadian Bank Product Obligations. 
 “Canadian Secured Parties” means, collectively,
Administrative Agent, the Canadian Lenders, a Bank Product Provider to the extent of any Bank Product Agreement with a Canadian Credit Party or Canadian Bank Product Obligations owing to it, each co-agent or sub-agent appointed by Administrative Agent from time to time pursuant to Section 12.5, any other holder from time to time of any Canadian Secured Obligations and, in each case, their
respective successors and permitted assigns. 

  
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 “Canadian Security Agreements” means each Security Document governed by the laws
of Canada or a jurisdiction in Canada. 
 “Canadian Special Advance” means a Canadian Protective Advance or a Canadian
Overadvance. 
 “Canadian Subsidiary” means any Subsidiary of Holdings that is organized under the laws of Canada or any
province or territory thereof, including, without limitation, the Canadian Borrowers. 
 “Canadian Swingline Commitment”
means the obligation of the Swingline Lender to make Canadian Swingline Loans for the account of the Canadian Borrowers hereunder in an amount up to the Canadian Swingline Loan Limit, as such amount may be modified at any time or from time to time
pursuant to the terms of this Agreement. The aggregate Canadian Swingline Commitment on the Restatement Date shall be the US Dollar Equivalent of $10,000,000. 

“Canadian Swingline Loan” has the meaning set forth in Section 2.2(a). 

“Canadian Swingline Loan Limit” means, on any day, the lesser of (a) the US Dollar Equivalent of $10,000,000 or
(b) the Canadian Commitments. 
 “Canadian Swingline Note” means a promissory note made by the Canadian Borrowers in
favor of the Swingline Lender evidencing the Canadian Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-4, and any substitutes therefor, and any replacements,
restatements, renewals or extension thereof, in whole or in part. 
 “Capital Asset” means, with respect to Holdings and
its Restricted Subsidiaries, any asset that should, in accordance with GAAP, be classified and accounted for as a capital asset on a Consolidated balance sheet of Holdings and its Restricted Subsidiaries. 

“Capital Expenditures” means, with respect to Holdings and its Restricted Subsidiaries for any period, the aggregate cost of
all Capital Assets acquired by Holdings and its Restricted Subsidiaries during such period, as determined in accordance with GAAP, excluding (a) interest capitalized during construction and (b) any expenditure to the extent, for purpose of
the definition of Permitted Acquisition, such expenditure is part of the Permitted Acquisition Consideration for any Permitted Acquisition consummated during or prior to such period, net of any Net Cash Proceeds received from (i) any
disposition of Capital Assets (to the extent permitted hereunder) that have actually been reinvested during such period in other Capital Assets or (ii) any Insurance and Condemnation Event that have actually been reinvested during such period
in other Capital Assets; provided, that Capital Expenditures shall not be less than zero. 
 “Capital Lease”
means any lease of any property by Holdings or any of its Restricted Subsidiaries, as lessee, that should, in accordance with GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of Holdings and its Restricted
Subsidiaries. Notwithstanding the foregoing and Section 13.9, any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a Capital Lease under GAAP as in
effect on the Original Closing Date, shall not be treated as a Capital Lease solely as a result of the adoption of changes in GAAP. 

“Capital Stock” means (a) in the case of a corporation, capital stock (including preferred stock), (b) in the case of an
association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock (including preferred stock), (c) in the case of a partnership, partnership interests (whether general or
limited), (d) in the case of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the
issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing. 

  
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 “Captive Insurance Subsidiary” means any Subsidiary of Holdings that is subject
to regulation as an insurance company (or any Subsidiary thereof). 
 “Cash Collateral” shall have a meaning correlative to
the foregoing and shall include the proceeds of such cash collateral and other credit support. 
 “Cash Collateralize”
means, to pledge and deposit with, or deliver to, Administrative Agent, for the benefit of one or more of the Issuing Bank, the Swingline Lender, the Lenders or a Bank Product Provider, as collateral for LC Obligations or obligations of the Lenders
to fund participations in respect of LC Obligations or Swingline Loans or Bank Product Obligations, cash or deposit account balances or, if Administrative Agent, the Issuing Bank and the Swingline Lender, or Bank Product Provider, if applicable,
shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent, the Issuing Bank and the Swingline Lender, and if applicable, the Bank Product
Provider. In the case of LC Obligations, “Cash Collateralize” shall include any one or more of the following (individually or in combination): (a) providing cash collateral (pursuant to documentation reasonably satisfactory to
Administrative Agent) to be held by Administrative Agent for the benefit of the Lenders in an amount equal to one hundred five percent (105%) of the then existing LC Obligations, or (b) delivering to Administrative Agent documentation executed
by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to Administrative Agent and the Issuing Bank, terminating all of such beneficiaries’ rights under the Letters of Credit, or (c) providing
Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to Administrative Agent, from a commercial bank acceptable to Administrative Agent (in its sole discretion) in an amount equal to one hundred five
percent (105%) of the then existing LC Obligations (it being understood that the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fees that
accrue must be an amount that can be drawn under any such standby letter of credit). 
 “Cash Dominion Event” means
(a) Adjusted Excess Availability is less than the greater of (i) ten percent (10.0%) of the Loan Cap at any time or (ii) $90,000,000, for any five (5) consecutive Business Days or (b) a Specified Event of Default exists or has
occurred and be continuing; provided, that: 
 (A) to the extent that the Cash Dominion Event has occurred due to clause
(a) of this definition, if Adjusted Excess Availability shall be equal to or greater than the amount in clause (a) of this definition for at least thirty (30) consecutive days, the Cash Dominion Event shall no longer be
deemed to exist or be continuing until such time as Adjusted Excess Availability may again be less than such amount and 
 (B) to the extent
that the Cash Dominion Event has occurred due to clause (b) of this definition, if such Specified Event of Default is cured or waived or otherwise no longer exists for a period of at least thirty (30) consecutive days, the Cash
Dominion Event shall no longer be deemed to exist or be continuing. 
 “Cash Equivalents” means, collectively, (a) any
readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the Canadian or United States federal government or (ii) issued by any agency of Canada or the United States federal government
the obligations of which are fully backed by the full faith and credit of the Canadian or United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the Canadian or


  
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United States federal government, any province or territory of Canada or state of the United States or any political subdivision of any such province, territory or state or any public
instrumentality thereof, in each case having, as applicable, (i) a long term rating of at least “AAA”, “AA+”, “AA” or “AA-” from S&P or at least
“Aaa”, “Aa1”, “Aa2”, or “Aa3” from Moody’s, (ii) a short term rating of at least “A-1” from S&P or at least
“P-1” from Moody’s or (iii) a municipal bond rating of at least “SP-1” from S&P or at least “MIG 1” or “VMIG 1”
from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under
the laws of any province of Canada or state of the United States, (d) any US Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender,
(ii) any bank that is organized under the laws of Canada and referenced on Schedule I of the Bank Act (Canada) and has net assets in excess of C$500,000,000 or (iii) any commercial bank that is (A) organized under the laws of the
United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess
of $250,000,000 and (e) shares of any Canadian or United States money market fund that (i) complies with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) has net
assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in Canada or the United States; provided, that, the maturities of all obligations
specified in any of clauses (a), (b), (c) and (d) above shall not exceed three hundred sixty five (365) days. 

“Cash Management Bank” has the meaning set forth in Section 9.14. 

“Cash Management Services” means any cash management or related services including treasury, depository, return items,
overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic clearing house transfer (including the Automated
Clearing House processing of electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements. 

“CCQ” means the Civil Code of Quebec, and, where applicable, the regulations promulgated thereunder. 

“CDOR Rate” means the average rate per annum as reported on the Reuters Screen CDOR Page (or any successor page or such other
page or commercially available service displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as Administrative Agent may designate from time to time, or if no such substitute service is available, the rate quoted by a
Schedule I bank under the Bank Act (Canada) selected by Administrative Agent at which such bank is offering to purchase Canadian Dollar bankers’ acceptances) as of 10:00 a.m. Eastern (Toronto) time on the date of commencement of the requested
Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the Canadian BA Rate Loan requested (whether as an initial Canadian BA Rate Loan or as a continuation of a Canadian BA Rate Loan or as a conversion of
a Canadian BA Rate Loan to a CDOR Rate Loan) by or on behalf of a Borrower (including by Borrower Representative) in accordance with this Agreement (and, if any such reported rate is below zero, then the rate determined pursuant to this clause
(b) shall be deemed to be zero). Each determination of the CDOR Rate shall be made by Administrative Agent and shall be conclusive in the absence of manifest error. 

“CFC” means any Subsidiary of Holdings that is treated as a corporation for U.S. federal income tax purposes that is not
organized under the laws of a jurisdiction of any U.S. state or the District of Columbia. 
 “Change in Control” means an
event or series of events by which: 

  
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 (a) at any time, Holdings shall fail to own, directly or indirectly, at least one hundred percent
(100%) of the Capital Stock of the Borrowers entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Borrowers (provided, that, any transaction permitted under
Section 10.4 or under Section 10.5(f) shall not constitute a Change in Control for purposes of this clause (a)); or 

(b) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Capital Stock
that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than
thirty-five percent (35%) of the Capital Stock of Holdings entitled to vote in the election of members of the board of directors (or equivalent governing body) of Holdings or (ii) a majority of the members of the board of directors (or other
equivalent governing body) of Holdings shall not constitute Continuing Directors; or 
 (c) there shall have occurred under the Term Loan
Agreement, the 2015 Senior Note Documents, the 2017 Senior Note Documents or any indenture or other instrument evidencing any Indebtedness or Capital Stock in excess of the Threshold Amount any “change in control” or similar provision (as
set forth in the indenture, agreement or other evidence of such Indebtedness) obligating Holdings or any of its Subsidiaries to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or
issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted or issued. 
 “Chattel Paper” means chattel paper (as such term is defined in Article 9 of the UCC).

 “Code” means the Internal Revenue Code of 1986, as amended. 

“Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents.

 “Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor,
warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Borrower’s or its Subsidiaries’ books and records, Equipment, or Inventory, in each case, in form and substance
reasonably satisfactory to Administrative Agent. 
 “Collection Account” means the Canadian Collection Account and US
Collection Account. 

  
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 “Commitment Percentage” means, as to any Lender, at any time, the percentage of
the sum of Canadian Commitments and US Commitments of all Lenders represented by the sum of such Lender’s Canadian Commitment and US Commitment. If the Commitments have terminated or expired, the Commitment Percentages shall be determined based
upon the Commitments most recently in effect, giving effect to any assignments. Each reference to “a Lender” shall include, collectively, all Lenders that are Affiliates and all branches of a Lender or its Affiliates as though all such
parties were one Lender hereunder. 
 “Commitments” means, collectively, as to all Lenders, the US Commitments and the
Canadian Commitments of such Lenders. The aggregate Commitment of all the Lenders on the Restatement Date shall be $1,300,000,000. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute. 
 “Common Shares” means common shares of Holdings, par value $0.01 per share. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit F to this Agreement executed and
delivered by a Responsible Officer of Borrower Representative to Administrative Agent. 
 “Compliance Period” means at any
time Adjusted Excess Availability is less than the greater of (i) ten percent (10.0%) of the Loan Cap or (ii) $90,000,000 and shall continue for the period until Adjusted Excess Availability has been greater than such amount for a period of at
least thirty (30) consecutive days. 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on or
measured by net income (however denominated) or capital or that are franchise Taxes or branch profits Taxes. 

“Consolidated” means, when used with reference to financial statements or financial statement items of any Person, such
statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP. The term “Consolidation” has a correlative meaning. 

“Consolidated EBITDA” means, for any period, the following determined on a Consolidated basis, without duplication, for
Holdings and its Restricted Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period, plus (b) the sum of the following, without duplication, to the extent (except with respect to clauses (b)(xii) and
(xiii) below) deducted in determining Consolidated Net Income for such period: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital (including penalties and interest, if any);
(ii) Consolidated Interest Expense; (iii) depreciation; (iv) amortization (including amortization of goodwill and intangibles and amortization and write-off of financing costs); (v) any non-cash charge, write-down, expense or loss; (vi) any expenses or charges related to any Asset Disposition, Equity Issuance, Indebtedness or Investment, in each case as permitted by this Agreement (whether or
not consummated or incurred, and including any offering or sale of Capital Stock to the extent the proceeds thereof were intended to be contributed to the equity capital of Holdings or its Restricted Subsidiaries); (vii) the amount of any loss
attributable to non-controlling interests; (viii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or any Hedge Agreement or other
derivative instruments; (ix) payments by (or allocations to) the Target Company for shared services, corporate overhead and related expenses, in each case, paid to (or allocated by) any of CRH plc and its Affiliates on or prior to the Closing
Date; (x) the amount of any restructuring charge or reserve or non-recurring integration charges or reserves (including severance costs, costs associated with office, facility and branch openings,
closings and 

  
 15 








 
consolidations (in the case of openings, incurred in connection with acquisitions and Investments) and relocation costs); (xi) any costs or expenses incurred by Holdings or any Restricted
Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash
proceeds contributed to the capital of Holdings or net cash proceeds of an issuance of Capital Stock of Holdings (other than Disqualified Capital Stock); (xii) proceeds from business interruption insurance (to the extent such proceeds are not
reflected as revenue or income in computing Consolidated Net Income and only to the extent the losses or other reduction of net income to which such proceeds are attributable are not otherwise added back in computing Consolidated Net Income); and
(xiii) the amount of “run-rate” cost savings projected by Holdings in good faith to be realized as the result of (A) the Transactions or (B) actions taken or to be taken on or prior to
the date that is twenty-four (24) months after the consummation of any operational change, and in each case prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such
period; it being understood that “run-rate” means the full recurring benefit for a period that is associated with any action taken or committed to be taken), net of the amount of actual benefits
realized during such period from such actions; provided, that (1) a duly completed certificate signed by a Responsible Officer of Holdings shall be delivered to Administrative Agent together with the Compliance Certificate
required to be delivered pursuant to Section 9.2(a), certifying that such cost savings are reasonably anticipated to be realized as a result of the Transactions or within twenty-four (24) months after the consummation
of any operational change, as applicable, and are factually supportable as determined in good faith by Holdings, (2) no cost savings shall be added pursuant to this clause (xiii) to the extent duplicative of any expenses or charges
otherwise added to Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, and (3) projected amounts (not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to subclause
(B) of this clause (xiii) to the extent occurring more than eight full fiscal quarters after the specified action taken in order to realize such projected cost savings. For purposes of this Agreement, Consolidated EBITDA shall
be calculated in accordance with Section 1.12, as applicable. 
 “Consolidated Fixed Charges”
means, as to Holdings and its Restricted Subsidiaries, on a Consolidated basis, with respect to any period, the sum of, without duplication, (a) all Consolidated Interest Expense paid in cash during such period, plus (b) all regularly
scheduled (as determined at the beginning of the respective period) principal payments required to be made during such period with respect to Indebtedness, plus (c) Federal, State, local and foreign income tax paid by Holdings and its
Restricted Subsidiaries paid in cash during such period, plus (d) all Restricted Payments paid in cash during such period (excluding Restricted Payments made in reliance on Section 10.6(d)); provided,
that, (i) subject to clause (ii) below, until the last day of the first full fiscal quarter after the first anniversary of the Restatement Date, for purposes of the calculation of the Fixed Charge Coverage Ratio, Consolidated
Fixed Charges for each four (4) consecutive quarter period shall use the amount of the Consolidated Fixed Charges for the period commencing on the first day of the fiscal quarter after the Restatement Date and ending on the last day of the
fiscal quarter then most recently ended multiplied by the fraction, (A) the numerator of which is four (4) and (B) the denominator of which is the number of fiscal quarters since (and including) the first full fiscal quarter after the
Restatement Date and (ii) in the event that the Fixed Charge Coverage Ratio is determined based on the immediately preceding twelve (12) consecutive fiscal months, then instead of the calculation under clause (i), until the last day
of the first full fiscal month after the first anniversary of the Restatement Date, for purposes of the calculation of the Fixed Charge Coverage Ratio, Consolidated Fixed Charges for each twelve (12) consecutive month period shall use the
amount of the Consolidated Fixed Charges for the period commencing on the first day of the fiscal month after the Restatement Date and ending on the last day of the fiscal month then most recently ended multiplied by the fraction, (i) the
numerator of which is twelve (12) and (ii) the denominator of which is the number of fiscal months since (and including) the first full fiscal month after the Restatement Date. 

  
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 “Consolidated Interest Expense” means, for any period, (i) the total
interest expense of Holdings and its Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of Holdings and its Restricted Subsidiaries, including any such interest expense consisting of
(A) interest expense attributable to Capital Leases, (B) amortization of debt discount, (C) interest in respect of Indebtedness of any other Person that has been guaranteed by Holdings or any Restricted Subsidiary, but only to the
extent that such interest is actually paid by Holdings or any Restricted Subsidiary, (D) non-cash interest expense, (E) the interest portion of any deferred payment obligation and
(F) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) preferred stock dividends paid in cash in respect of Disqualified Capital Stock of Holdings held
by Persons other than Holdings or a Restricted Subsidiary, and minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off
of financing costs, in each case under clauses (i) through (iii) above as determined on a Consolidated basis in accordance with GAAP; provided, that, gross interest expense shall be determined after giving effect to
any net payments made or received by Holdings and its Restricted Subsidiaries with respect to any interest rate protection agreement, future agreement, option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other
similar agreement or arrangement (including derivative agreements or arrangements). 
 “Consolidated Net Income” means, for
any period, the net income (or loss) of Holdings and its Restricted Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP and before any reduction in respect of preferred stock dividends;
provided, that in calculating Consolidated Net Income of Holdings and its Restricted Subsidiaries for any period, there shall be excluded (a) any net income (loss) of any Person if such Person is not Holdings or a Restricted
Subsidiary, except that (i) Holdings’ or any Restricted Subsidiary’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such period to Holdings or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause
(b) below) and (ii) Holdings’ or any Restricted Subsidiary’s equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the Borrower or any of its Restricted Subsidiaries in such
Person; (b) solely for purposes of Sections 10.3(n), 10.6(g) and 10.9(b)(ii), any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor if such Restricted Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to Holdings by operation of the terms of such Restricted Subsidiary’s charter or any agreement,
instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions
pursuant to this Agreement and (z) restrictions in effect on the Restatement Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are not materially less favorable
to Administrative Agent and the Lenders hereunder than such restrictions in effect on the Restatement Date as determined by Holdings in good faith), except that (i) Holdings’ equity in the net income of any such Restricted Subsidiary for
such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to Holdings or another Restricted
Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause (b)) and (ii) the net loss of such Restricted Subsidiary shall be included to the
extent of the aggregate Investment of Holdings or any of its other Restricted Subsidiaries in such Restricted Subsidiary; (c) (x) any gain or loss realized upon the sale, abandonment or other disposition of any asset of Holdings or any
Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold, abandoned or otherwise disposed of in the ordinary course of business (as determined in good faith by the board of directors of Holdings) and (y) any
gain or loss realized upon the disposal, abandonment or discontinuation of operations of Holdings or 

  
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any Restricted Subsidiary, and any income (loss) from disposed, abandoned or discontinued operations, including in each case any closure of any branch; (d) (x) any extraordinary, unusual or
nonrecurring gain, loss or charge and (y) any fees, expenses and charges associated with the Transactions and any other acquisition, disposition, merger or consolidation; (e) the cumulative effect of a change in accounting principles or a
change as a result of the adoption or modification of accounting policies; (f) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness or Hedge Agreements or other derivative
instruments; (g) any unrealized gains or losses in respect of Hedge Agreements; (h) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional
currency of such Person; (i) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards, or any vesting or acceleration thereof; (j) to the extent
otherwise included in Consolidated Net Income, any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of Holdings or any Restricted Subsidiary owing to Holdings or any Restricted
Subsidiary; (k) any non-cash charge, expense or other impact attributable to application of the purchase or recapitalization method of accounting (including the total amount of depreciation and
amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase or recapitalization accounting
adjustments); (l) expenses related to the conversion or modification of various employee benefit programs, and non-cash compensation related expenses; (m) any fees, expenses, charges, premiums or other
payments, or any amortization thereof, in connection with the incurrence of Indebtedness (including such fees, expenses or charges related to the offering and issuance of debt securities, the syndication and incurrence of the Credit Facility or the
Term Loan Facility), Equity Issuances, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the 2015 Senior Notes, the 2017 Senior Notes and other securities and the Credit
Facility or the Term Loan Facility) and including, in each case, any such transaction consummated on or prior to the Restatement Date and any such transaction undertaken but not completed, and any charges or
non-recurring costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated; (n) any expenses, charges or losses to the extent covered by
insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that
such amount is in fact reimbursed within three hundred sixty-five (365) days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable three
hundred sixty-five (365) day period); and (o) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets,
long-lived assets, investments in debt and equity securities and investments recorded using the equity method or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to
GAAP. 
 In the case of any unusual or nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause
(d)(x) above in any determination thereof, Holdings will deliver a duly completed certificate signed by a Responsible Officer to Administrative Agent promptly after the date on which Consolidated Net Income is so determined, setting forth the
nature and amount of such unusual or nonrecurring gain, loss or charge. 
 “Consolidated Total Assets” means, as of any
date of determination, all assets of Holdings and its Restricted Subsidiaries that would, in accordance with GAAP, be classified as assets on a Consolidated balance sheet of Holdings and its Restricted Subsidiaries. 

“Consolidated Total Indebtedness” means, as of any date of determination, (a) an amount equal to the aggregate principal
amount of outstanding Indebtedness of Holdings and its Restricted Subsidiaries as of such date consisting of (without duplication): Indebtedness for borrowed money (including purchase 

  
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money indebtedness and unreimbursed outstanding drawn amounts under funded letters of credit); obligations in respect of Capital Leases; debt obligations evidenced by bonds, debentures, notes or
similar instruments; Disqualified Capital Stock of Holdings and its Restricted Subsidiaries, in each case determined on a Consolidated basis in accordance with GAAP (excluding for the avoidance of doubt items eliminated in Consolidation, and
obligations under Hedge Agreements) minus (b) any unrestricted cash and Cash Equivalents and any cash and Cash Equivalents restricted in favor of the Secured Parties in each case in this clause (b) held by Holdings or any of its
Restricted Subsidiaries as of the end of the most recent fiscal quarter ending prior to the date of determination for which Consolidated financial statements of Holdings are available. 

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total
Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters of Holdings ending on or immediately prior to such date. 

“Continuing Directors” means (a) the directors of Holdings on the Restatement Date (after giving effect to the
Transactions) and (b) each other director of Holdings, if either (i) such other director’s nomination for election to the board of directors (or equivalent governing body) of Holdings is recommended by or (ii) such other
director’s election to the board of directors (or equivalent governing body) of Holdings is approved for purposes of this Agreement by, in either case, at least fifty-one percent (51%) of the then
Continuing Directors. 
 “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. 

“Control Agreement” means a control agreement (or equivalent agreement for Deposit Accounts and Securities Accounts in
Canada), in each case in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by a Credit Party or one of its Subsidiaries, Administrative Agent, and the applicable securities intermediary (with respect to a
Securities Account) or bank (with respect to a Deposit Account). 
 “Controlling” and “Controlled” have
meanings correlative thereto. 
 “Credit Facility” means the credit facility for Revolving Loans, Swingline Loans, Special
Advances and Letters of Credit established pursuant to Article II (including any increase in such revolving credit facility established pursuant to Section 6.13). 

“Credit Parties” means, collectively, US Credit Parties and Canadian Credit Parties. 

“Credit Party Materials” has the meaning assigned thereto in Section 9.2. 

“Debt Issuance” means the issuance of any Indebtedness for borrowed money by any Credit Party or any of its Restricted
Subsidiaries. 
 “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, the Bankruptcy and
Insolvency Act (Canada), the Winding-Up and Restructuring Act (Canada), the Companies’ Creditor Arrangement Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect. 

  
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 “Default” means any of the events specified in
Section 11.1 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default. 

“Defaulting Lender” means, subject to Section 6.15(b), any Lender that (a) has failed to
(i) fund all or any portion of the Revolving Loans, participations in LC Obligations or participations in Swingline Loans required to be funded by it hereunder within two (2) Business Days of the date such Revolving Loans or participations
were required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower Representative in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each
of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender any
other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified Borrower Representative,
Administrative Agent, the Issuing Bank or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to
such Lender’s obligation to fund a Revolving Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall
be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by Administrative Agent or Borrower Representative, to confirm in writing to
Administrative Agent and Borrower Representative that it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
receipt of such written confirmation by Administrative Agent and Borrower Representative), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had
appointed for it a receiver, interim receiver, receiver and manager, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets,
including the FDIC or any other state, federal or foreign regulatory authority acting in such a capacity, or (iii) become subject to a Bail-In Action; provided, that a Lender shall not be a
Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide
such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 6.15(b)) upon delivery of written notice of such determination to Borrower Representative, the Issuing Bank, the Swingline
Lender and each Lender. 
 “Deposit Account” means any deposit account (as such term is defined in the UCC). 

“Designated Account” means the Deposit Account of Borrower Representative identified on Schedule 1.1(d) to this
Agreement (or such other Deposit Account of Borrower Representative located at Designated Account Bank that has been designated as such, in writing, by Borrower Representative to Administrative Agent). 

“Designated Account Bank” means Wells Fargo Bank, N.A. (or such other bank that is located within the United States that has
been designated as such in writing by Borrower Representative to Administrative Agent). 

  
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 “Dilution” means, as of any date of determination, a percentage, based upon the
experience of the immediately prior twelve (12) months, that is the result of dividing the US Dollar (or US Dollar Equivalent) amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive
items with respect to Borrowers’ Accounts during such period, by (b) Borrowers’ billings with respect to Accounts during such period. 

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible
Accounts by one (1) percentage point for each percentage point by which Dilution is in excess of five percent (5%). 

“Disqualified Capital Stock” means any Capital Stock that, by its terms (or by the terms of any security or other Capital
Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation
or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Revolving Loans
and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock) (except as a result of a change of control or asset
sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Revolving Loans and all other Obligations that are accrued and payable and the
termination of the Commitments), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute
Disqualified Capital Stock, in each case, prior to the date that is ninety-one (91) days after the Term Loan Maturity Date (as defined in the Term Loan Agreement); provided, that,
(i) if such Capital Stock is issued pursuant to a plan for the benefit of Holdings or its Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be
required to be repurchased by Holdings or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations and (ii) the Series A Preferred Shares shall not constitute Disqualified Capital Stock. 

“Disqualified Institutions” means those Persons that are competitors of the Borrowers and their Subsidiaries that are
identified in writing by Borrower Representative to Administrative Agent (and any such competitors’ Affiliates that are either identified in writing by Borrower Representative to Administrative Agent or that are clearly identifiable as an
Affiliate of any such competitor based on such Affiliate’s name (in each case other than Affiliates that are bona fide debt funds or fixed income investors that are engaged in making or purchasing commercial loans in the ordinary course of
business)) in each case as being excluded from the definition of “Eligible Assignee” hereunder. The identification of any Person as a Disqualified Institution after the Restatement Date shall be effective only as of the time of such
identification and any such identification shall have no retroactive effect of any kind, including to disqualify any Person that theretofore shall have become a Lender. Notwithstanding the foregoing, each Credit Party and the Lenders acknowledge and
agree that Administrative Agent will not have any responsibility or obligation of any kind to determine whether any Lender or potential Lender is a Disqualified Institution and Administrative Agent will have no liability with respect to any
assignment made to a Disqualified Institution. Borrower Representative shall confirm, upon the written request of Administrative Agent or any Lender, whether a particular Person is a Disqualified Institution. 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial
institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

  
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 “EEA Member Country” means any of the member states of the European Union,
Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public administrative authority or any Person
entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Accounts” mean those Accounts created by any of the Borrowers in the ordinary course of its business, that arise
out of its sale, lease or rental of goods or rendition of services, that comply in all material respects with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible
by virtue of one or more of the excluding criteria set forth below. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits, unapplied cash and sales tax. Eligible Accounts shall not include the
following: 
 (a) Accounts which either are sixty (60) days or more past due or are unpaid more than one hundred twenty (120) days
after the original invoice date; 
 (b) Accounts owed by an Account Debtor (or its Affiliates) where fifty percent (50%) or more of the total
amount of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible hereunder; 
 (c) Accounts with respect to which
the Account Debtor is (i) an Affiliate of a Borrower or (ii) an employee or agent of a Borrower; 
 (d) Accounts (i) arising
in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold (to the extent it remains unpaid), or any other terms by reason of which the payment by an
Account Debtor may be conditional (other than, for the avoidance of doubt, a rental or lease basis) or (ii) with respect to which the payment terms are “C.O.D.”, cash on delivery or similar terms; 

(e) Accounts that are not payable in US Dollars or Canadian Dollars; 

(f) Accounts with respect to which the Account Debtor is a Person other than a Governmental Authority unless: (i) the Account Debtor
either (A) maintains its chief executive office in the United States or Canada, (B) is organized under the laws of the United States, Canada, or any state, province or subdivision thereof or (C) is a natural person with a billing
address in the United States or Canada; or (ii) (A) the Account is supported by an irrevocable letter of credit satisfactory to Administrative Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank),
that has been delivered to Administrative Agent and is directly drawable by Administrative Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to Administrative Agent, in its
Permitted Discretion; 
 (g) Accounts with respect to which the Account Debtor is the government of any foreign country or sovereign state
other than the United States or Canada, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (i) the Account is supported by
an irrevocable letter of credit satisfactory to Administrative Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank), that has been delivered to Administrative Agent and is directly drawable by
Administrative Agent, or (ii) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to Administrative Agent, in its Permitted Discretion; 

  
 22 








 (h) Accounts with respect to which the Account Debtor is the federal government of the United
States or any department, agency or instrumentality of the United States (exclusive, however, of Accounts with respect to which a Borrower has complied, to the reasonable satisfaction of Administrative Agent, with the Assignment of Claims Act, 31
USC § 3727); 
 (i) Accounts with respect to which the Account Debtor is a creditor of Holdings or any Borrower and has or has asserted
a right of setoff or recoupment, or has disputed its obligation to pay all or any portion of the Account, in each case only to the extent (including, without limitation, with respect to rebates) of such claim, right of setoff or recoupment, or
dispute; 
 (j) Accounts with respect to an Account Debtor whose total obligations owing to Holdings or any Subsidiary of Holdings exceed ten
percent (10.0%) of all Eligible Accounts, but in each case only to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, that, the amount of Eligible Accounts that are excluded because they
exceed the foregoing percentage shall be determined by Administrative Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit; 

(k) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, has gone out of business, or as to which any
Borrower has received notice of an imminent Insolvency Proceeding unless (i) such Account is supported by a letter of credit satisfactory to Administrative Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic
confirming bank), that has been delivered to Administrative Agent and is directly drawable by Administrative Agent or (ii) such Account Debtor has received
debtor-in-possession financing sufficient as determined by Administrative Agent in its Permitted Discretion to finance its ongoing business activities; 

(l) Accounts that are not subject to a valid and perfected first priority Lien (but as to priority, subject to the Permitted Liens under
clause (c) of Section 10.2 or the liens securing judgments under clause (i) of Section 10.2 to the extent a Reserve for such judgment has been established and so long as the
judgment lien creditor has not taken any action to enforce such lien) in favor of Administrative Agent pursuant to the relevant Security Document (as and to the extent provided therein); 

(m) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped, (ii) an invoice or bill for such
goods has not been sent to the Account Debtor, or (iii) the services giving rise to such Account have not been performed and billed to the Account Debtor; 

(n) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of
performance by a Borrower of the subject contract for goods or services (other than customary maintenance contracts); 
 (o) Any Account with
respect to which a partial payment of such Account has been made by the respective Account Debtor; provided, that, to the extent such Account consists of multiple separate line-items, only the line items that have been partially paid
shall be excluded; 
 (p) Accounts to the extent representing finance charges, service charges, late fees or which relate to the payment of
interest; 

  
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 (q) Accounts that are evidenced by Chattel Paper or a promissory note issued by an Account
Debtor; 
 (r) Accounts acquired in connection with a Permitted Acquisition, until the completion of field examination of such Accounts, in
each case, reasonably satisfactory to Administrative Agent (which field examination may be conducted prior to the closing of such Permitted Acquisition), provided, that, in the case of Accounts substantially similar to those of
Borrowers prior to the acquisition, such Accounts that otherwise satisfy the applicable eligibility criteria will be deemed Eligible Accounts and be included in the Borrowing Base prior to the field examination, but in no event shall the aggregate
amount of (i) all of such Accounts acquired in Permitted Acquisitions prior to the completion of a field examination with respect thereto that may be included in the Borrowing Base pursuant to this clause (r) and (ii) all of the
Inventory acquired in Permitted Acquisitions prior to the completion of a field examination and receipt by Administrative Agent of a satisfactory appraisal with respect thereto that may be included in the Borrowing Base pursuant to clause
(o) of the definition of Eligible Inventory, at any one time exceed the lesser of (A) five percent (5.0%) of the Loan Cap or (B) $65,000,000; and 

(s) Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity. 

Notwithstanding the foregoing, Administrative Agent may, from time to time, in the exercise of its Permitted Discretion, on not less than ten
(10) Business Days’ prior notice to Borrower Representative, change the criteria for Eligible Accounts as reflected on the Borrowing Base Certificate based on either (i) an event, condition or other circumstance arising after the
Restatement Date, or (ii) an event, condition or other circumstance existing on the Restatement Date to the extent Administrative Agent had no knowledge thereof on or prior to the Restatement Date, in either case under clause (i) or
(ii), which adversely affects, or would reasonably be expected to adversely affect, Eligible Accounts in any material respect as determined by Administrative Agent in the exercise of its Permitted Discretion. Any such change in criteria shall
have a reasonable relationship to the event, condition or other circumstance that is the basis for such change. Upon delivery of the notice of such change pursuant to the foregoing sentence, Administrative Agent shall be available to discuss the
proposed change, and the applicable Borrower may take such action as may be required so that the event, condition or circumstance that is the basis for such change no longer exists, in a manner and to the extent reasonably satisfactory to
Administrative Agent in the exercise of its Permitted Discretion. Any Accounts of the Borrowers that are not Eligible Accounts shall nevertheless be part of the Collateral as and to the extent provided in the Security Documents. 

“Eligible Assignee” means any Person (other than a Disqualified Institution) that meets the requirements to be an assignee
under Section 13.10(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 13.10(b)(iii)). 

“Eligible Inventory” means all Inventory of the Borrowers, except for any Inventory: 

(a) that is damaged or unfit for sale; 

(b) that is not of a type held for sale by any of the Borrowers in the ordinary course of business as is being conducted by each such party;

 (c) that is not subject to a valid and perfected first priority Lien in favor of Administrative Agent, as applicable, pursuant to a
Security Document (as and to the extent provided therein (it being agreed that in no event shall any Excluded Assets be deemed to be Eligible Inventory hereunder)), but as to priority, subject to the Permitted Liens under clause (c) or
(d) of Section 10.1 or the liens securing judgments under clause (i) of Section 10.2 to the extent a Reserve for such judgment has been established


  
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and so long as the judgment lien creditor has not taken any action to enforce such lien or the contractual or statutory liens of landlords under clause (l) of
Section 10.2 or the rights of a licensor, sublicensor, lessor or sublessor under clause (m) of Section 10.2 to the extent such rights do not have any adverse effect on the ability of
Administrative Agent to exercise any of its rights or remedies with respect to the applicable Inventory; 
 (d) that is not owned by any of
the Borrowers; 
 (e) that is located on premises other than those owned and operated by, or leased and operated by, any of the Borrowers,
except as otherwise provided in clause (f) below; 
 (f) that is placed on consignment; provided, that, Inventory
placed on consignment by a Borrower up to a maximum aggregate amount of $1,000,000 shall not be excluded by virtue of this clause (f) to the extent that (i) such Borrower has a perfected purchase money security interest in such
consigned Inventory and such security interest is assigned to Administrative Agent and (ii) such consigned Inventory is segregated at the consignee’s location; provided, further, that, the condition set forth in
clause (i) of the preceding proviso shall not be required to be satisfied with respect to Inventory not in excess of $500,000 in the aggregate; 

(g) that consists of display items, samples or packing or shipping materials, packaging, manufacturing supplies or replacement or spare parts
not considered for sale in the ordinary course of business; 
 (h) that consists of goods which have been returned or rejected by the buyer,
other than goods that are undamaged or that are resalable in the normal course of business; 
 (i) that does not comply in all material
respects with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents; 
 (j) that consists of
Hazardous Materials that can be transported or sold only with licenses that are not readily available; 
 (k) that is covered by negotiable
document of title, unless such document has been delivered to Administrative Agent; 
 (l) that is bill and hold Inventory; 

(m) that is located outside the United States of America or Canada; 

(n) is excess, obsolete, unsalable, seconds, damaged or unfit for sale; and 

(o) that was acquired in connection with a Permitted Acquisition, until the completion of an appraisal and field examination of such Inventory,
in each case, reasonably satisfactory to Administrative Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition), provided, that, in the case of Inventory substantially similar
to that of Borrowers prior to the acquisition, such Inventory that otherwise satisfies the applicable eligibility criteria will be deemed Eligible Inventory and be included in the Borrowing Base prior to the field examination or appraisal, but in no
event shall the aggregate amount of (i) all of the Inventory acquired in Permitted Acquisitions prior to the completion of a field examination and receipt by Administrative Agent of a satisfactory appraisal with respect thereto that may be
included in the Borrowing Base pursuant to this clause (o) and (ii) all of the Accounts acquired in Permitted Acquisitions that may be included in the Borrowing Base pursuant to clause (r) of the definition of Eligible
Accounts, at any one time exceed the lesser of (A) five percent (5.0%) of the Loan Cap or (B) $65,000,000. 

  
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 Notwithstanding the foregoing, Administrative Agent may, from time to time, in the exercise of
its Permitted Discretion, on not less than ten (10) Business Days’ prior notice to Borrower Representative, change the criteria for Eligible Inventory as reflected on the Borrowing Base Certificate based on either (i) an event,
condition or other circumstance arising after the Restatement Date, or (ii) an event, condition or other circumstance existing on the Restatement Date to the extent Administrative Agent had no knowledge thereof on or prior to the Restatement
Date, in either case under clause (i) or (ii), which adversely affects, or would reasonably be expected to adversely affect, Eligible Inventory in any material respect as determined by Administrative Agent in the exercise of its
Permitted Discretion. Any such change in criteria shall have a reasonable relationship to the event, condition or other circumstance that is the basis for such change. Upon delivery of the notice of such change pursuant to the foregoing sentence,
Administrative Agent shall be available to discuss the proposed change, and the applicable Borrower may take such action as may be required so that the event, condition or circumstance that is the basis for such change no longer exists, in a manner
and to the extent reasonably satisfactory to Administrative Agent in the exercise of its Permitted Discretion. Any Inventory of the Borrowers that is not Eligible Inventory shall nevertheless be part of the Collateral as and to the extent provided
in the Security Documents. 
 “Employee Benefit Plan” means (a) any employee benefit plan within the meaning of
Section 3(3) of ERISA that is subject to ERISA and maintained for employees of any Credit Party or any Restricted Subsidiary thereof (but not including any Multiemployer Plan) or (b) any Pension Plan that has at any time within the
preceding seven (7) years been maintained, funded or administered for the employees of any Credit Party or any current or former Restricted Subsidiary thereof to which any Credit Party has any current or contingent liability (including any
contingent liability on account of an ERISA Affiliate) and shall not include any Canadian Employee Benefit Plan. 
 “Environmental
Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, written accusations or allegations, notices of noncompliance or violation, investigations (other than internal reports
prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or
relating to any permit issued, or any approval given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages,
contribution, indemnification cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment. 

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes,
rules, standards and regulations, permits, licenses, approvals, binding interpretations and orders of courts or Governmental Authorities, relating to occupational health and safety, or to the protection of human health (in respect of exposure to
Hazardous Materials) or the environment, in each case, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of or exposure to Hazardous Materials. 
 “Equity Issuance” means (a) any
issuance by Holdings of shares of its Capital Stock to any Person that is not a Credit Party or any Restricted Subsidiary thereof (including, without limitation, in connection with the exercise of options or warrants or the conversion of any debt
securities to equity) and (b) any capital contribution from any Person that is not a Credit Party into any Credit Party or any Restricted Subsidiary thereof. The term “Equity Issuance” shall not include (A) any Asset Disposition
or (B) any Debt Issuance. 

  
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 “ERISA” means the Employee Retirement Income Security Act of 1974, and the rules
and regulations thereunder. 
 “ERISA Affiliate” means any Person who together with any Credit Party or any of its
Restricted Subsidiaries is treated as a single employer within the meaning of Section 414(b) or (c) of the Code or Section 4001(b) of ERISA or, for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA. 

“EU Bail-In Legislation Schedule” means the EU
Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

“Eurodollar Reserve Percentage” means, for any day, the percentage (expressed as a decimal) which is in effect for such day
as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining reserve requirements (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or
any similar category of liabilities for a member bank of the Federal Reserve System in New York City. 
 “Event of Default”
means any of the events specified in Section 11.1; provided, that any requirement specified therein for passage of time, giving of notice, or any other condition, has been satisfied. 

“Excess Availability” as used herein means at any time, the amount equal to (a) the Loan Cap minus (b) the Total
Outstandings. 
 “Exchange Act” means the Securities Exchange Act of 1934. 

“Exchange Rate” means on any date, as determined by Administrative Agent, the spot selling rate posted by Reuters on its
website for the sale of the applicable currency for US Dollars at approximately 11:00 a.m., two (2) days prior to such date; provided, that, if, for any reason, no such spot selling rate is being quoted, the spot selling rate
shall be determined by reference to such publicly available service for displaying exchange rates as may be reasonably selected by Administrative Agent, or, in the event no such service is available, such spot selling rate shall instead be the rate
reasonably determined by Administrative Agent as the spot rate of exchange in the market where its foreign currency exchange operations in respect of the applicable currency are then being conducted, at or about 11:00 a.m., on the applicable date
for the purchase of the relevant currency for delivery two (2) Business Days later. 
 “Excluded Account” means
(a) a Deposit Account or Securities Account exclusively used for trust, payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Credit Party’s employees, (b) escrow or similar Deposit Account
or Securities Account exclusively holding funds or property owned by third parties and (c) any Deposit Account or Securities Account that, as of any applicable date of determination, has not had a balance at any time in the preceding six
(6) months in excess of $500,000; provided, that, the aggregate balance of all such Deposit Accounts and Securities Accounts under this clause (c) shall not exceed $6,000,000 at any time. 

“Excluded Assets” has the meaning set forth in the Security Documents. 

  
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 “Excluded Subsidiary” means any Subsidiary (a) which is a non-Wholly Owned Subsidiary that is prohibited from guaranteeing any of the Obligations by the organizational or related shareholder documents of such Subsidiary, (b) which is prohibited from guaranteeing any
of the Obligations by (or such guarantee would constitute a default under) any contract or agreement to which such Subsidiary is a party as of the date hereof (or in the case of a Subsidiary formed or acquired after the date hereof, as of the date
of such formation or acquisition), (c) which is prohibited by Applicable Law from guaranteeing the Obligations, or which would require governmental approval, consent, license or authorization to provide such a guarantee, unless such approval,
consent, license or authorization has been received, (d) which is a Foreign Subsidiary or a Subsidiary of a Foreign Subsidiary (in each case, other than a Subsidiary organized under the laws of Canada or any jurisdiction in Canada), (e) which
is a Captive Insurance Subsidiary, (f) which is an Unrestricted Subsidiary, (g) which is an Immaterial Subsidiary; provided, that, in the case of each of clause (f) and (g), such Subsidiary does not
guarantee any Indebtedness of Holdings or any US Subsidiary with an aggregate principal amount in excess of the Threshold Amount. 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case
of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Revolving Loan or Commitment pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Revolving Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 6.12(b)) or (ii) such Lender changes its lending office,
except in each case to the extent that, pursuant to Section 6.11, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 6.11(g), (d) any United States federal withholding Taxes imposed under FATCA,
(e) any withholding Taxes on account of income taxes under Regulation 105 of the Canadian Income Tax Regulations (or any provincial equivalent) from fees (other than Commitment Fees) in respect of services rendered in Canada (or any
province) and (f) any Canadian withholding Taxes required to be withheld from a Recipient that does not deal at arm’s length with the Canadian Borrower for purposes of the Income Tax Act (Canada); provided, that, such Lender
shall have complied with Section 6.11(g). Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by, or
on behalf of, a Credit Party that is a Foreign Subsidiary or a Canadian Credit Party to any Lender hereunder or under any other Loan Document. 

“Existing Credit Agreement” has the meaning specified in the recitals hereto. 

“Existing Letters of Credit” means those letters of credit existing on the Restatement Date and identified on Schedule
1.1(g). 
 “Existing Loan Documents” shall mean, collectively, the Existing Credit Agreement and all notes, guarantees,
security agreements, hypothecs, mortgages, deposit account control agreements, investment property control agreements, intercreditor agreements and all other agreements, documents and instruments now or at any time hereafter executed and/or
delivered by any Credit Party in connection therewith; provided, that, the Existing Loan Documents shall not include any Hedge Agreements or any forms or applications related to Letters of Credit. 

“Existing Term Loan Agreement” means the Term Loan Credit Agreement, dated as of the Original Closing Date, among Holdings,
Citibank, N.A., as administrative agent and collateral agent, and the other lenders, agents and other parties party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Restatement
Date). 

  
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 “Extensions of Credit” means, as to any Lender at any time, such Lender’s
US Extensions of Credit and Canadian Extensions of Credit, as applicable. 
 “FATCA” means Sections 1471 through 1474 of
the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof. 

“FDIC” means the Federal Deposit Insurance Corporation. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day (or, if such day is not a Business Day, for the immediately preceding Business Day), as published by the Federal Reserve Bank of New York on
the Business Day next succeeding such day, provided, that, (a) if such rate is not so published for any day which is a Business Day, the Federal Funds Rate shall be the average of the quotation for such day on such transactions
received by Administrative Agent from three (3) federal funds brokers of recognized standing selected by Administrative Agent and (b) if any such published rate or other rate under clause (a) is below zero, then the rate shall be
deemed to be zero). 
 “Fee Letter” means, collectively, each fee letter agreement, dated September 6, 2017, among
Holdings, the US Borrower, Administrative Agent and/or any Arranger, each as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. 

“First Tier Foreign Subsidiary” means any Foreign Subsidiary owned directly by any US Credit Party. 

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on September 30. 

“Fixed Charge Coverage Ratio” means, with respect to any date of determination, the ratio of (a) the amount equal to
Consolidated EBITDA of Holdings and its Restricted Subsidiaries as of the end of a fiscal quarter for the immediately preceding four (4) consecutive fiscal quarters, or as of the end of a fiscal month for the immediately preceding twelve
(12) consecutive fiscal months at any time that Borrowers are required to deliver monthly financial statements hereunder, in each case for which Administrative Agent has received financial statements, less the amount of Capital Expenditures for
such period (other than those Capital Expenditures that are financed with any Indebtedness except for Revolving Loans) to (b) Consolidated Fixed Charges of Holdings and its Restricted Subsidiaries for such period, in each case as determined on
a pro forma basis. 
 “Foreign Lender” means (a) with respect to any Borrower that is a US Person, a Lender that is
not a US Person, and (b) with respect to any Borrower that is not a US Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. 

“Foreign Subsidiary” means any Subsidiary that is not a US Subsidiary. 

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such
Defaulting Lender’s Commitment Percentage of the outstanding LC Obligations other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to 

  
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other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Commitment Percentage of outstanding
Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. 

“FSCHO” means any Subsidiary of Holdings substantially all of the assets of which are capital stock of one or more CFCs. 

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 
 “Funding
Date” means the date on which a Borrowing occurs. 
 “GAAP” means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“General Intangibles” means general intangibles (as such term is defined in Article 9 of the UCC), including payment
intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill, patents, trade names, trade secrets, trademarks, servicemarks, copyrights, blueprints, drawings,
purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, infringement claims, computer programs, information contained on computer disks
or tapes, software, literature, reports, catalogs, insurance premium rebates, tax refunds, and tax refund claims, and any and all supporting obligations in respect thereof, and any other personal property other than Accounts, Deposit Accounts,
goods, Investment Property, and Negotiable Collateral. 
 “Governmental Approvals” means all authorizations, consents,
approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities. 

“Governmental Authority” means the government of the United States or Canada or any other nation, or of any political
subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantors” means (a) the US Guarantors, (b) the Canadian Guarantors, (c) each other Subsidiary of Holdings
(other than any Subsidiary that is not required to become a Guarantor pursuant to Section 9.15), and (d) each other Person that becomes a guarantor after the Restatement Date pursuant to
Section 9.15, and “Guarantor” means any one of them. 
 “Guaranty Agreements” means,
collectively, the US Guaranty Agreement and the Canadian Guaranty Agreement. 

  
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 “Guaranty Obligation” means, with respect to Holdings and its Subsidiaries,
without duplication, any obligation, contingent or otherwise, of any such Person pursuant to which such Person has directly or indirectly guaranteed any Indebtedness or other obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement condition or
otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
provided, that, the term Guaranty Obligation shall not include endorsements for collection or deposit in the ordinary course of business. 

“Hazardous Materials” means any substances or materials (a) which are or become defined or regulated as hazardous
wastes, hazardous substances, pollutants, contaminants, or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to human health
or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the discharge or emission or release of which
requires a permit or license under any Environmental Law or other Governmental Approval, (e) which are deemed to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties or (f) which
contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas. 

“Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other similar master agreement. 
 “Hedge Obligations” means US Hedge Obligations and Canadian Hedge
Obligations. 
 “Hedge Provider” means US Hedge Providers and Canadian Hedge Providers. 

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any
legally enforceable netting agreement relating to such Hedge Agreements, for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s). 

“Holdings” means Beacon Roofing Supply, Inc., a Delaware corporation. 

“Hypothecs” means, collectively, any hypothecs entered into by any Credit Party and Administrative Agent, for the ratable
benefit of the US Secured Parties and/or the Canadian Secured Parties, as applicable, as required by this Agreement or any other Loan Document. 

  
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 “Immaterial Subsidiary” means, at any date, any Restricted Subsidiary that,
together with such Restricted Subsidiary’s Consolidated Subsidiaries, (a) does not, as of the end of the most recently ended fiscal quarter of Holdings, have assets in excess of two and one-half
percent (2.5%) of Consolidated Total Assets and (b) did not, for the most recently ended fiscal quarter of Holdings, have revenues exceeding two and one-half percent (2.5%) of the total revenues of
Holdings and its Restricted Subsidiaries on a Consolidated basis; provided, that, the aggregate assets or revenues of all Immaterial Subsidiaries, as of the end of or for any fiscal quarter of Holdings, may not exceed two and one-half percent (2.5%) of Consolidated Total Assets or Consolidated revenues, respectively, of Holdings and its Restricted Subsidiaries (and Holdings shall designate in writing to Administrative Agent from time to
time as necessary the Restricted Subsidiaries that will cease to be “Immaterial Subsidiaries” in order to comply with the foregoing limitation). 

“Increase Effective Date” has the meaning assigned thereto in Section 6.13(a). 

“Incremental Commitments” has the meaning assigned thereto in Section 6.13(a)(ii). 

“Incremental Equivalent Notes” has the meaning assigned thereto in Section 10.1(s). 

“Incremental Lender” has the meaning assigned thereto in Section 6.13(a). 

“Incremental Loans” has the meaning assigned thereto in Section 6.13(a)(ii). 

“Indebtedness” means, with respect to any Person at any date and without duplication, the sum of the following: 

(a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures,
notes or other similar instruments of any such Person; 
 (b) all obligations to pay the deferred purchase price of property or services of
any such Person (including, without limitation, all obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary
course of business not more than ninety (90) days past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such
Person; 
 (c) the Attributable Indebtedness of such Person with respect to such Person’s obligations in respect of Capital Leases and
Synthetic Leases (regardless of whether accounted for as indebtedness under GAAP); 
 (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary
course of business); 
 (e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title retention agreements except trade payable arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in
recourse; 
 (f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or
not drawn, including, without limitation, any LC Obligation, and banker’s acceptances issued for the account of any such Person; 

  
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 (g) all obligations, contingent or otherwise, of surety, customs, reclamation or performance
bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business; 
 (h) all
obligations of any such Person in respect of Disqualified Capital Stock; and 
 (i) all Guaranty Obligations of any such Person with respect
to any of the foregoing. 
 For all purposes hereof, (A) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint
venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person and (B) the items in each of clauses (a) through (i) above shall constitute Indebtedness of such Person solely to the extent, directly or indirectly,
(1) such Person is liable for any part of any such item, (2) any such item is secured by a Lien on such Person’s property or (3) any other Person has a right, contingent or otherwise, to cause such Person to become liable for any
part of any such item or to grant such a Lien; provided, that, “earn-outs” and similar payment obligations shall be valued based upon the amount thereof required to be recorded on a balance sheet prepared in accordance with
GAAP. 
 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment
made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law.

 “Insurance and Condemnation Event” means the receipt by any Credit Party or any of its Restricted Subsidiaries of any
cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective Property. 

“Intercreditor Agreement” means the Intercreditor Agreement, dated of even date herewith, executed and delivered by
Administrative Agent and the Term Loan Agent, as acknowledged and agreed to by the Credit Parties. 
 “Interest Period” has
the meaning assigned thereto in Section 6.1(b). 
 “Inventory” means inventory (as that term is
defined in the UCC). 
 “Inventory Reserves” means, as of any date of determination, (a) Landlord Reserves, and
(b) such other reserves that Administrative Agent deems necessary or appropriate, in its Permitted Discretion and subject to Section 2.1(b), to establish and maintain (including reserves for slow moving Inventory and
Inventory shrinkage) with respect to Eligible Inventory. 
 “Investment” has the meaning assigned thereto in
Section 10.3. 
 “Investment Conditions” means, at the time of determination with respect to any
specified transaction or payment the following: 
 (a) as of the date of any such transaction or payment, and after giving effect thereto, no
Specified Event of Default shall exist or have occurred and be continuing; 

  
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 (b) as of the date of any such transaction or payment, and after giving effect thereto, either:

 (i) the daily average of the Adjusted Excess Availability for the immediately preceding forty-five (45) consecutive day period shall
be not less than the greater of (A) fifteen percent (15.0%) of the Loan Cap or (B) $135,000,000 and after giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately
prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts; or 
 (ii)
both (A) the daily average of the Adjusted Excess Availability for the immediately preceding forty-five (45) consecutive day period shall be not less than the greater of (1) ten percent (10.0%) of the Loan Cap or (2) $90,000,000 and
after giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater
of such amounts, and (B) as of the date of any such transaction or payment, and after giving effect thereto, on a pro forma basis, the Fixed Charge Coverage Ratio for the immediately preceding four (4) fiscal quarters (or twelve
(12) consecutive fiscal months at any time Borrowers are required to provide monthly financial statements) ending on the last day of the applicable fiscal period prior to the date of such payment or transaction for which Administrative Agent
has received financial statements shall be at least 1.00 to 1.00; 
 (c) Administrative Agent shall have received not less than ten
(10) Business Days’ prior written notice of such payment or transaction; and 
 (d) Administrative Agent shall have received a
certificate of an authorized officer of Borrowers certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. 

“Investment Property” means investment property (as such term is defined in Article 9 of the UCC) and any and all supporting
obligations in respect thereof. 
 “IRS” means the United States Internal Revenue Service. 

“ISP98” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of
Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. 

“Issuer Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement,
or any other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of the Issuing Bank and relating to such Letter of Credit. 

“Issuing Bank” means Wells Fargo or any other Lender that, at the request of Borrower Representative and with the consent of
Administrative Agent, agrees, in such Lender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Article III of this Agreement and the Issuing Bank shall be a Lender. Except as may
hereafter otherwise be agreed pursuant to, and subject to compliance with, the terms set forth in the first sentence of this definition, JPMorgan Chase Bank, N.A. shall be deemed an Issuing Bank solely for purposes of the Existing Letters of Credit
and shall not, and shall not have any obligation to, issue any other or further Letters of Credit, or amend, renew or extend the terms of the Existing Letters of Credit and upon the termination or cancellation of the Existing Letters of Credit, and
the repayment of any Obligations in connection therewith, shall automatically cease to be an Issuing Bank. 

  
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 “Landlord Reserve” means reserves that Administrative Agent deems necessary or
appropriate, in its Permitted Discretion and subject to Section 2.1(b), to establish and maintain with respect to rent or other payments payable in respect of any premises that are leased, or owned or operated by a bailee,
warehouseman, processor or similar Person, where Inventory or other ABL Priority Collateral is located, and which premises are either (a) in a jurisdiction where the lessor or such other Person has a Lien on any Inventory or other ABL Priority
Collateral under Applicable Law or (b) subject to a lease, or other agreement, that provides for a Lien on any Inventory or other ABL Priority Collateral, in each case under the foregoing clauses (a) and (b) to the extent
that a Collateral Access Agreement executed by such Person has not been delivered to Administrative Agent, provided, that, (i) the amount of such reserve for any one location where Inventory is located will not exceed the lesser
of the value of such Inventory at such location and an amount equal to three (3) months of rent or other payments that may be owing to the applicable Person under the terms of the lease or other agreement with respect to such location, and
(ii) Landlord Reserves with respect to locations of the Target Company shall not be imposed for the first ninety (90) days following the Restatement Date (or such later date acceptable to the Administrative Agent). 

“LC Commitment” means the lesser of (a) $80,000,000 and (b) the Commitments. 

“LC Obligations” means Canadian LC Obligations and US LC Obligations. 

“Left Lead Arranger” means Wells Fargo Bank, National Association, in its capacity as a joint lead arranger and joint
bookrunner. 
 “Lender” means each Person party to this Agreement as a Lender on the Restatement Date and any other Person
that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise
requires, the term “Lenders” includes the Swingline Lender. 
 “Lender Group” means each of the Lenders
(including the Issuing Bank and the Swingline Lender) and Administrative Agent, or any one or more of them. 
 “Lender Joinder
Agreement” means a joinder agreement substantially in the form of Exhibit H. 
 “Lending Office” means,
with respect to any Lender, the office of such Lender maintaining such Lender’s US Extensions of Credit or Canadian Extensions of Credit, as applicable. Each Lender may, at its option, make any Revolving Loan available to any Canadian Borrower
by causing any foreign or domestic branch or Affiliate of such Lender to make such Revolving Loan; provided, that any exercise of such option shall not affect the obligation of such Canadian Borrower to repay such Revolving Loan in
accordance with the terms of this Agreement. 
 “Letter of Credit Application” means an application, in the form specified
by the Issuing Bank from time to time, requesting the Issuing Bank to issue a Letter of Credit. 
 “Letter of Credit Fee”
has the meaning set forth in Section 3.3(a). 
 “Letters of Credit” means, collectively,
(a) US Letters of Credit, (b) Canadian Letters of Credit and (c) the Existing Letters of Credit. 
 “LIBOR”
means: 

  
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 (a) the rate per annum as published by ICE Benchmark Administration Limited (or any successor
page or other commercially available source as Administrative Agent may designate from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount,
comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers in
accordance with this Agreement (and, if any such published rate is below zero, then the rate determined pursuant to this clause (a) shall be deemed to be zero); and 

(b) for any interest rate calculation with respect to a US Base Rate Loan, the rate of interest per annum determined on the basis of the rate
for deposits in US Dollars in minimum amounts of at least $5,000,000 for a period equal to one (1) month (commencing on the date of determination of such interest rate) as published by ICE Benchmark Administration Limited (or any successor page
or other commercially available source as Administrative Agent may designate from time to time) as of 11:00 a.m., London time on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day (and if
any such rate is below zero, LIBOR shall be deemed to be zero). If, for any reason, such rate is not available from ICE Benchmark Administration Limited (or any successor page or other commercially available source as Administrative Agent may
designate from time to time) then “LIBOR” for such US Base Rate Loan shall be determined by Administrative Agent to be the arithmetic average of the rate per annum at which deposits in US Dollars in minimum amounts of at least $5,000,000,
as applicable, would be offered by first class banks in the London interbank market to Administrative Agent at approximately 11:00 a.m. (London time) on such date of determination for a period equal to one (1) month commencing on such date of
determination. 
 Each calculation by Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

 “LIBOR Rate” means with respect to each Interest Period for any LIBOR Rate Loan, the rate per annum determined by
Administrative Agent by dividing (a) LIBOR for such Interest Period by (b) a percentage equal to: (i) one (1) minus (ii) the Eurodollar Reserve Percentage. 

“LIBOR Rate Loan” means any Revolving Loan bearing interest at a rate based upon the LIBOR Rate as provided in
Section 6.1(a). 
 “LIBOR Rate Margin” has the meaning set forth in the definition of Applicable
Margin. 
 “Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security
interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset. 
 “Loan
Account” has the meaning set forth in Section 6.16(d). 
 “Loan Cap” means, at any time,
the lesser of (a) the Maximum Credit or (b) the Borrowing Base at such time. 
 “Loan Documents” means,
collectively, this Agreement, each Note, the Letter of Credit Applications, the Security Documents, any Borrowing Base Certificate, the Intercreditor Agreement, the Fee Letter, and each other document, instrument, certificate and agreement executed
and delivered by the Credit Parties or, if applicable, any of their respective Subsidiaries in favor of or provided to Administrative Agent, any US Secured Party or any Canadian Secured Party in connection with this Agreement or otherwise referred
to herein or contemplated hereby (excluding any Bank Product Agreements). 

  
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 “Material Adverse Effect” means, with respect to Holdings and its Restricted
Subsidiaries, (a) a material adverse change in, or a material adverse effect on, the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of such Persons, taken as a whole,
(b) a material impairment of the ability of the Credit Parties to perform their obligations under the Loan Documents to which they are a party, taken as a whole, (c) a material impairment of the rights and remedies of Administrative Agent
or the Lenders under the Loan Documents or (d) a material adverse effect upon the legality, validity, binding effect or enforceability against the Credit Parties of any Loan Document to which they are party. 

“Material Contract” means, with respect to any Person, each contract or agreement, the loss of which could reasonably be
expected to result in a Material Adverse Effect. 
 “Maturity Date” means the earliest to occur of (a) January 2,
2023, (b) the date of termination of all of the Commitments by Borrower Representative pursuant to Section 4.2, or (c) the date of termination of the Commitments pursuant to Section 11.2(a).

 “Maximum Credit” means the aggregate amount of the Commitments of Lenders, as decreased in accordance with
Section 4.2 or increased in accordance with Section 6.13. As of the Restatement Date, the Maximum Credit is $1,300,000,000. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any
Credit Party or any Restricted Subsidiary thereof is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding seven (7) years to which any Credit Party or any Restricted Subsidiary
thereof has any current or contingent liability (including any contingent liability on account of an ERISA Affiliate) and shall not include any Canadian Multiemployer Plan. 

“Negotiable Collateral” means letters of credit, letter of credit rights, instruments, promissory notes, drafts, documents,
and chattel paper (including electronic chattel paper and tangible chattel paper), and any and all supporting obligations in respect thereof. 

“Net Cash Proceeds” means, as applicable, (a) with respect to any Asset Disposition or Insurance and Condemnation Event,
the gross proceeds received by any Credit Party or any of its Restricted Subsidiaries therefrom in cash or Cash Equivalents, as and when received, less the sum of (i) all income taxes and other taxes assessed (or reasonably estimated to
be assessed within two (2) years of the date of the relevant transaction) by a Governmental Authority as a result of such transaction or event, (ii) all reasonable and customary out-of-pocket fees and expenses incurred in connection with such transaction or event and (iii) the principal amount of, premium, if any, and interest on any Indebtedness (other than Indebtedness under
this Agreement and the Term Loan Agreement) secured by a Lien on the applicable asset other than a Lien expressly subordinated to the Lien securing the Indebtedness under this Agreement, to the extent such Indebtedness is required to be repaid in
connection with such transaction or event, and (b) with respect to any Debt Issuance or issuance of Qualified Capital Stock, the gross cash proceeds received by any Credit Party or any of its Restricted Subsidiaries therefrom less all
reasonable and customary out-of-pocket legal, underwriting, advisory, brokerage, investment banking and other fees, expenses, discounts, costs and commissions incurred
in connection therewith. 

  
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 “Net Recovery Percentage” means the fraction, expressed as a percentage
(a) the numerator of which is the amount equal to the recovery on the aggregate amount of the applicable category of Eligible Inventory at such time on a “net orderly liquidation value” basis as set forth in the most recent acceptable
inventory appraisal received by Administrative Agent in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and commissions reasonably anticipated in the disposition of such assets, and (b) the
denominator of which is the original cost of the aggregate amount of the Eligible Inventory subject to such appraisal. 
 “Non-Consenting Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval of all Lenders or all affected Lenders in
accordance with the terms of Section 13.2 and (b) has been approved by the Required Lenders. 
 “Non-Credit Party” means any Restricted Subsidiary of Holdings that is not a Credit Party. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Notes” means the collective reference to the US Revolving Credit Notes, the Canadian Revolving
Credit Notes, the US Swingline Note and the Canadian Swingline Note. 
 “Notice of Borrowing” has the meaning assigned
thereto in Section 2.3(a)(i). 
 “Notice of Conversion/Continuation” has the meaning assigned
thereto in Section 6.2. 
 “Obligations” means, collectively, the US Obligations and the Canadian
Obligations. 
 “OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury. 

“Operating Lease” means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real,
personal or mixed) by such Person as lessee which is not a Capital Lease. 
 “Original Closing Date” means October 1,
2015. 
 “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former
connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Revolving Loan or Loan Document). 

“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 6.12). 

“Overadvance” means, as of any date of determination, a Canadian Overadvance or a US Overadvance, as applicable. 

“Participant” has the meaning assigned thereto in Section 13.10(d). 

“Participant Register” has the meaning assigned thereto in Section 13.10(d). 

  
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 “PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 
 “Payment Conditions” means, at the
time of determination with respect to any specified transaction or payment the following: 
 (a) as of the date of any such transaction or
payment, and after giving effect thereto, no Specified Event of Default shall exist or have occurred and be continuing; 
 (b) as of the date
of any such transaction or payment, and after giving effect thereto, either: 
 (i) the daily average of the Adjusted Excess Availability
for the immediately preceding forty-five (45) consecutive day period shall be not less than the greater of (A) seventeen and one-half percent (17.5%) of the Loan Cap or (B) $157,500,000 and after
giving effect to the transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of
such amounts; or 
 (ii) both (A) the daily average of the Adjusted Excess Availability for the immediately preceding forty-five
(45) consecutive day period shall be not less than the greater of (1) twelve and one-half percent (12.5%) of the Loan Cap or (2) $112,500,000 and after giving effect to the transaction or payment, on
a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment or transaction, the Adjusted Excess Availability shall be not less than the greater of such amounts, and (B) as of the date of any
such transaction or payment, and after giving effect thereto, on a pro forma basis, the Fixed Charge Coverage Ratio for the immediately preceding four (4) fiscal quarters (or twelve (12) consecutive fiscal months at any time Borrowers are
required to provide monthly financial statements) ending on the last day of the applicable fiscal period prior to the date of such payment or transaction for which Administrative Agent has received financial statements shall be at least 1.00 to
1.00; 
 (c) Administrative Agent shall have received not less than ten (10) Business Days’ prior written notice of such payment or
transaction; and 
 (d) Administrative Agent shall have received a certificate of an authorized officer of Borrowers certifying as to
compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. 
 “PBGC”
means the Pension Benefit Guaranty Corporation or any successor agency. 
 “Pension Plan” means any Employee Benefit Plan,
other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party or any Restricted Subsidiary
thereof or (b) has at any time within the preceding seven (7) years been maintained, funded or administered for the employees of any Credit Party or any current or former Restricted Subsidiaries to which any Credit Party has any current or
contingent liability (including any contingent liability on account of an ERISA Affiliate) and shall not include any Canadian Pension Plan. 

“Perfection Certificate” means a certificate in the form of Exhibit E hereto. 

“Permitted Acquisition” means any acquisition by Holdings or any of its Restricted Subsidiaries in the form of an acquisition
of all or substantially all of the business or a line of business (whether by the acquisition of Capital Stock, assets or any combination thereof) of any other Person if such acquisition meets all of the following requirements: 

  
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 (a) no less than ten (10) Business Days prior to the anticipated closing date of such
acquisition, Borrower Representative shall have delivered written notice of such acquisition to Administrative Agent, which notice shall include the anticipated closing date of such acquisition; 

(b) Borrower Representative shall have certified on or before the closing date of such acquisition, in writing and in a form reasonably
acceptable to Administrative Agent, that such acquisition has been approved by the board of directors (or equivalent governing body) of the Person to be acquired; 

(c) the Person or business to be acquired shall be in a line of business permitted pursuant to Section 10.11; 

(d) (i) if such transaction is a merger, amalgamation or consolidation involving a US Credit Party, then a US Credit Party shall be the
surviving Person and no Change in Control shall have been effected thereby or (ii) if such transaction is a merger, amalgamation or consolidation, involving a Canadian Credit Party, then a Canadian Credit Party shall be the surviving Person and
no Change in Control shall have been effected thereby; 
 (e) Borrower Representative shall have delivered to Administrative Agent all
documents required to be delivered pursuant to, and in accordance with, Section 9.15; 
 (f) to the extent that the
Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) exceeds $85,000,000, then: 
 (i) Borrowers
will deliver a compliance certificate to Administrative Agent at least five (5) Business Days prior to the acquisition showing the Credit Parties are in compliance on a pro forma basis (as of the proposed closing date of the acquisition and
after giving effect thereto and any Indebtedness incurred in connection therewith) with the covenant contained in Section 10.13 (as if there were a Compliance Period); and 

(ii) as of the date of such acquisition and after giving effect thereto, each of the Investment Conditions is satisfied; 

(g) to the extent that the Permitted Acquisition Consideration for any such acquisition (or series of related acquisitions) is less than or
equal to $85,000,000, then as of the date of such acquisition and after giving effect thereto, the daily average of the Adjusted Excess Availability for the immediately preceding forty-five (45) consecutive day period (or if less, the
immediately preceding consecutive day period commencing on the Restatement Date) shall be not less than the greater of (i) twelve and one-half percent (12.5%) of the Loan Cap or (ii) $112,500,000, and
after giving effect to the acquisition and the making of any payment in respect thereof, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment, the Adjusted Excess Availability shall be
not less than such amount; 
 (h) no later than five (5) Business Days prior to the anticipated closing date of such acquisition,
Borrower Representative, to the extent requested by Administrative Agent, shall have delivered to Administrative Agent promptly upon the finalization thereof copies of substantially final Permitted Acquisition Documents, which shall be in form and
substance reasonably satisfactory to Administrative Agent; 

  
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 (i) to the extent that the Permitted Acquisition Consideration for any such acquisition (or
series of related acquisitions) exceeds $85,000,000, Borrower Representative shall demonstrate, in form and substance reasonably satisfactory to Administrative Agent, that the entity to be acquired had positive Consolidated EBITDA for the four
(4) fiscal quarter period ended immediately prior to the proposed closing date of such acquisition (which calculation may be made net of the amount of cost savings and operating expense reductions reasonably projected by Borrower Representative
to be realized by such entity as a result of actions taken or to be taken in connection with such acquisition to the extent that such savings and expense reductions are approved by Administrative Agent in its sole discretion); and 

(j) Borrower Representative shall have (i) delivered to Administrative Agent a certificate of a Responsible Officer certifying that all of
the requirements set forth above have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition and (ii) provided such other documents and other information as may be reasonably requested by
Administrative Agent or the Required Lenders (through Administrative Agent) in connection with such purchase or other acquisition. 

“Permitted Acquisition Consideration” means the aggregate amount of the purchase price, including, but not limited to, any
assumed debt, earn-outs (valued at the maximum amount payable thereunder), deferred payments, or Capital Stock of Holdings, to be paid on a singular basis in connection with any applicable Permitted Acquisition as set forth in the applicable
Permitted Acquisition Documents executed by Holdings or any of its Restricted Subsidiaries in order to consummate the applicable Permitted Acquisition. 

“Permitted Acquisition Documents” means with respect to any acquisition proposed by any Borrower or any Restricted Subsidiary
thereof, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal
opinions and each other material document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing. 

“Permitted Discretion” means, with reference to Administrative Agent, a determination made in good faith in the exercise of
its reasonable business judgment based on how an asset-based lender with similar rights providing a credit facility of the type set forth in this Agreement would act in similar circumstances at the time with the information then available to it.

 “Permitted Investment” has the meaning assigned thereto in Section 10.3. 

“Permitted Liens” means the Liens permitted pursuant to Section 10.2. 

“Permitted Surviving Debt” means (a) Indebtedness incurred under the Term Loan Facility (and guaranties thereof), (b)
Indebtedness of the Target Company permitted to remain outstanding under the Restatement Date Acquisition Agreement, (c) ordinary course capital leases, purchase money indebtedness, equipment financings, letters of credit and surety bonds,
(d) Indebtedness owing by any Credit Party to another Credit Party, (e) the 2015 Senior Notes (and guaranties thereof) and the 2017 Senior Notes (and guaranties thereof) and (f) Indebtedness set forth on Schedule 10.1. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Platform” has the meaning assigned thereto in
Section 9.2. 
 “PPSA” means the Personal Property Security Act (Ontario), as from time to time
in effect; 

  
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 provided, that, if attachment, perfection or priority of Administrative Agent’s or Secured
Parties’ security interests in any Collateral are governed by the personal property security laws of any jurisdiction in Canada other than Ontario, PPSA shall mean those personal property security laws in such other jurisdiction for the
purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions. 

“Prime Rate” means, at any time, the rate of interest per annum publicly announced from time to time by Administrative Agent
as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by Administrative Agent as its prime
rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. 

“Priority Payables Reserve” means, on any date of determination, reserves established by Administrative Agent in its
Permitted Discretion and subject to Section 2.1(b) for amounts owing to any Person (other than amounts owing by Holdings to a Subsidiary or by a Restricted Subsidiary to Holdings or another Subsidiary, as the case may be,
unless Administrative Agent has received a subordination agreement with respect thereto in form and substance reasonably satisfactory to it) to the extent secured by a Lien, choate or inchoate, on, or trust over, any of the ABL Priority Collateral,
which Lien or trust, in the Permitted Discretion of Administrative Agent likely would be pari passu or have a priority or rank superior to Administrative Agent’s Liens in and to such item of the ABL Priority Collateral, including, but without
duplication (and without duplication of reserves for liens, trusts or claims addressed by any other Reserves), Liens or trusts for (i) amounts deemed to be held in trust, or held in trust, pursuant to Applicable Law, and (ii) any amounts
due and not paid for wages, vacation pay, amounts payable under the Wage Earner Protection Program Act (Canada) pursuant to the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada), (iv) amounts due and
not paid pursuant to any legislation on account of workers’ compensation or to employment insurance, (v) amounts deducted or withheld and not paid and remitted when due under the Income Tax Act (Canada), on account of sales tax, goods and
services tax, value added tax, harmonized sales tax and amounts currently or past due and not paid for realty, municipal or similar taxes, (vi) all amounts currently or past due and not contributed, remitted or paid to any Canadian Pension
Plans or the Canada Pension Plan, and other pension fund obligations and contributions (including in respect of any wind-up deficiency) as required under Applicable Law, and (vii) any similar statutory or
other claims that would have or would reasonably be expected to have priority over or be pari passu with any Liens granted to Administrative Agent at any time. 

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, including, without limitation, Capital Stock. 
 “Protective Advances” has the meaning set forth in
Section 2.3(d)(i). 
 “Public Company Costs” means reasonable and customary charges associated
with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and charges relating to compliance with the provisions of the
Securities Act and the Exchange Act (and, in each case, similar requirements of law under other jurisdictions), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with
listed equity or debt securities, listing fees, directors’, officers’ or managers’ and other employees’ compensation, fees and expense reimbursement, charges relating to investor relations, shareholder meetings and reports to
shareholders or debtholders, directors’ and officers’ insurance and other executive costs and compensation, legal and other professional fees and/or other reasonable and customary costs or expenses associated with being a public company.


  
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 “Public Lenders” has the meaning assigned thereto in
Section 9.2. 
 “Qualified Capital Stock” means any Capital Stock that is not Disqualified
Capital Stock. 
 “Qualified Cash” means unrestricted cash and Cash Equivalents of a Credit Party that are subject to the
valid, enforceable and perfected security interest and pledge of Administrative Agent in an Securities Account or Deposit Account at Administrative Agent or another institution reasonably satisfactory to Administrative Agent subject to a Control
Agreement (which will limit the terms of withdrawal of such funds by a Credit Party subject to certain conditions) and free and clear of any pledge, security interest, lien, claim or other encumbrance (other than in favor of Administrative Agent and
other than in favor of the depository bank or securities intermediary where the deposit account or investment account is maintained for its reasonable and customary fees and charges related to such account), are available for use by such Credit
Party without condition or restriction (other than in favor of Administrative Agent), and for which Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to Administrative Agent, of the amount of such cash
or cash equivalents held in such deposit account or investment account as of the applicable date of the calculation of the Excess Availability and the satisfaction of the other conditions herein; provided, that, if Excess Availability
is less than the greater of (i) five percent (5.0%) of the Loan Cap or (ii) $45,000,000, Qualified Cash shall be zero. 

“Qualified ECP Guarantor” means, in respect of any Hedge Obligation, each Credit Party that has total assets exceeding
$10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act. 
 “Quarterly Average Excess Availability” means, at any time, the daily average of the aggregate amount of the Excess
Availability for the immediately preceding calendar quarter, commencing on the first day of such calendar quarter. 
 “Receivable
Reserves” means, as of any date of determination, (a) Dilution Reserves and (b) such other reserves that Administrative Agent deems necessary or appropriate, in its Permitted Discretion and subject to
Section 2.1(b), to establish and maintain (including reserves for rebates, discounts, warranty claims and returns) with respect to the Eligible Accounts. 

“Recipient” means (a) Administrative Agent, (b) any Lender and (c) the Issuing Bank, as applicable. 

“Refinanced Obligations” has the meaning assigned thereto in the definition of the term “Refinancing Indebtedness”.

 “Refinancing Indebtedness” means, with respect to any Person, Indebtedness of such Person arising after the Restatement
Date issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute for any Indebtedness of such Person (such extended, refinanced, replaced or substituted Indebtedness, the “Refinanced
Obligations”); provided, that: (a) Administrative Agent shall have received not less than ten (10) Business Days’ (or such shorter period as is acceptable to Administrative Agent) prior written notice of the
intention to incur such Indebtedness, which notice shall set forth in reasonable detail the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other information with respect thereto as
Administrative Agent may reasonably request; (b) the principal amount (or accreted value, if applicable) of such Refinancing 

  
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Indebtedness shall not exceed the principal amount (or accreted value, if applicable) of the Refinanced Obligations (plus the amount of reasonable refinancing fees and expenses incurred in
connection therewith), any prepayment premiums and any accrued interest on account thereof; (c) such Refinancing Indebtedness shall have a final stated maturity that is no earlier than the final stated maturity of the Refinanced Obligations;
(d) such Refinancing Indebtedness shall have a Weighted Average Life to Maturity not less than the then remaining Weighted Average Life to Maturity of the Refinanced Obligations; (e) at the time such Refinancing Indebtedness is incurred,
no Event of Default shall have occurred and be continuing; (f) if the Refinanced Obligations are subordinated in right of payment to the Obligations, such Refinancing Indebtedness shall be subordinated to the Obligations on terms no less
favorable to Administrative Agent and Lenders than the Refinanced Obligations; (g) if the Refinanced Obligations or any guarantees thereof are unsecured, such Refinancing Indebtedness and any guarantees thereof shall be unsecured; (h) if
the Refinanced Obligations or any guarantees thereof are secured, such Refinancing Indebtedness and any guarantees thereof shall be unsecured or secured in all material respects by substantially the same or less collateral as secured such Refinanced
Obligations or any guarantees thereof; (i) if the Refinanced Obligations or any guarantees thereof are secured, any Liens to secure such Refinancing Indebtedness shall not have a priority more senior than the Liens securing the Refinanced
Obligations and if any Liens securing the Refinanced Obligations are subordinated to any other Liens on such property securing the Obligations, the Liens securing such Refinancing Indebtedness shall be subordinated to Administrative Agent’s
Liens on terms and conditions no less favorable; (j) the obligors in respect of the Refinanced Obligations immediately prior to such refinancing, refunding, extending, renewing or replacing thereof shall be the only obligors on such Refinancing
Indebtedness; and (k) the terms and conditions (excluding as to pricing, premiums and optional prepayment or redemption provisions) of any such Refinancing Indebtedness, taken as a whole, are not more restrictive in any material respect with
respect to Holdings and its Restricted Subsidiaries than the terms and conditions of the Refinanced Obligations. 

“Register” has the meaning assigned thereto in Section 13.10(c). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Required Lenders” means, at any date, any combination of Lenders holding more than fifty percent (50%) of the sum of the
aggregate amount of the Commitments or, if the Commitments have been terminated, any combination of Lenders holding more than fifty percent (50%) of the aggregate Extensions of Credit; provided, that, the Commitments of, and the
portion of the Extensions of Credit, as applicable, held or deemed held by, any Defaulting Lender shall be disregarded in determining the Required Lenders. Notwithstanding the foregoing, Required Lenders shall comprise no less than two such Lenders
that are not Affiliates of one another, unless (a) all Lenders that are not Defaulting Lenders are Affiliates of one another or (b) there is only one Lender that is not a Defaulting Lender, at such time. 

“Reserves” means, as of any date of determination, without duplication, (i) Receivable Reserves, (ii) Bank Product
Reserves, (iii) Inventory Reserves, (iv) Priority Payables Reserves, (v) reserves in respect of Indebtedness permitted under Section 10.1(r), and (vi) such other reserves (not otherwise contemplated by the foregoing clauses)
that Administrative Agent deems necessary or appropriate, in each case, in its Permitted Discretion and subject to Section 2.1(b), to establish and maintain (including reserves with respect to sums that any Borrower or its
Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased personal property assets, rents or other amounts payable under such leases)
and has failed to pay; provided, that, to the extent that any Reserve is in respect of amounts that may be payable to third parties, Administrative Agent may, at its option, but without duplication, deduct such Reserve from the US Loan
Limit or Canadian Loan Limit at any time that the US Loan Limit is less than the amount of the US Borrowing Base or the Canadian Loan Limit is less than the Canadian Borrowing Base. 

  
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 “Responsible Officer” means, as to any Person, the chief executive officer,
president, chief financial officer, chief accounting officer, general counsel, controller, treasurer or assistant treasurer of such Person or any other officer of such Person reasonably acceptable to Administrative Agent. Any document delivered
hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part
of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person. 
 “Restatement
Date” means the first date all the conditions precedent in Section 7.1 are satisfied or waived in accordance with Section 13.2. 

“Restatement Date Acquisition” means the acquisition by Holdings or one of its Wholly-Owned Subsidiaries of all of the
outstanding Capital Stock of the Target Company pursuant to the Restatement Date Acquisition Agreement. 
 “Restatement Date
Acquisition Agreement” means the Stock Purchase Agreement, dated as of August 24, 2017, by and among Holdings, Oldcastle, Inc., a Delaware corporation, and Oldcastle Distribution, Inc., a Delaware corporation, including all schedules,
exhibits and annexes thereto, as the same may be amended, modified, supplemented or waived, in each case in a manner that is not material and adverse to the Arrangers, Administrative Agent or Lenders. 

“Restatement Date Acquisition Agreement Material Adverse Effect” means any effect, state of facts, development, event,
change, occurrence or circumstance that (a) has had, or is reasonably likely to have, individually or in the aggregate, a material adverse effect upon the financial condition, business, or results of operations of the Group Companies (as
defined in the Restatement Date Acquisition Agreement), taken as a whole; provided, that any adverse effect, state of facts, development, event, change, occurrence or circumstance arising from or related to (i) conditions
generally affecting the economy, credit or financial or capital markets in the United States or elsewhere in the world, including any changes in interest or exchange rates, (ii) any national or international political or social conditions,
including acts of war (whether or not declared), sabotage or terrorism, or any escalation or worsening of any such acts of war (whether or not declared), sabotage or terrorism, (iii) changes in GAAP, (iv) changes in any laws, rules,
regulations, orders, or other binding directives issued by any Governmental Authority, (v) any change that is generally applicable to the industries or markets in which the Group Companies operate, (vi) the public announcement of the
transactions contemplated by the Restatement Date Acquisition Agreement, (vii) any failure by Seller (as defined in the Restatement Date Acquisition Agreement) to meet any projections, forecasts or revenue or earnings predictions
(provided, that, unless subject to another exclusion set forth in this definition, the underlying cause of any such change may be taken into account in determining whether there has been a Company Material Adverse Effect (as defined in
the Restatement Date Acquisition Agreement)), (viii) any action required or contemplated by the Restatement Date Acquisition Agreement and/or the Ancillary Documents (as defined in the Restatement Date Acquisition Agreement), including the
completion of the transactions contemplated thereby, (ix) any action taken by Seller or any of the Group Companies at Holdings’ written request, or (x) any change resulting from the consummation of the transactions contemplated by the
Restatement Date Acquisition Agreement or the Ancillary Documents, including any such change relating to the identity of, or facts and circumstances relating to, Seller and including any actions taken by the Group Companies’ customers,
suppliers or personnel, shall not be taken into account in determining whether a “Material Adverse Effect” has occurred; provided, that any change or effect referred to in clauses (i), (ii), (iii),
(iv) and (v) immediately above may be taken into account in determining whether a Restatement Date Acquisition 

  
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Agreement Material Adverse Effect has occurred to the extent that such change or effect has a materially disproportionate effect on the Group Companies relative to other companies in the
industries or markets in which the Group Companies operate or (b) would reasonably be expected to prevent the consummation of the transactions contemplated by the Acquisition Agreement as in effect on the August 24, 2017. 

“Restatement Date Acquisition Agreement Representations” means the representations made by or on behalf of the Target Company
in the Restatement Date Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that Holdings or its applicable Affiliates have the right to terminate their obligations under the
Restatement Date Acquisition Agreement or decline to consummate the Restatement Date Acquisition as a result of a breach of any of such representations and warranties in the Restatement Date Acquisition Agreement. 

“Restatement Date Acquisition Documents” means, collectively, (a) the Restatement Date Acquisition Agreement and all
schedules, exhibits and annexes thereto and (b) all other agreements, documents and instruments entered into in connection therewith (excluding, in any event, the Loan Documents, the Term Loan Documents and Note Documents), each, pursuant to
this clause (b), as amended, supplemented or otherwise modified from time to time in accordance with this Agreement. 

“Restatement Date Borrowing Amount” means (a) if the Restatement Date occurs between August 24, 2017 and
November 30, 2017, $900,000,000, (b) if the Restatement Date occurs between December 1, 2017 and April 30, 2018, $800,000,000 or (c) if the Restatement Date occurs between May 1, 2018 and August 31, 2018, $900,000,000.

 “Restatement Date Common Equity Financing” means the issuance and sale by Holdings of Common Shares on or prior to the
Restatement Date. 
 “Restatement Date Equity Financing” means, collectively, the Restatement Date Common Equity Financing
and the Restatement Date Preferred Equity Financing. 
 “Restatement Date Investment Agreement” means the Investment
Agreement, dated as of August 24, 2017 by and among the Borrower, CD&R Boulder Holdings, L.P. and Clayton, Dubilier & Rice Fund IX, L.P., including all schedules, exhibits and annexes thereto. 

“Restatement Date Preferred Equity Financing” means the issuance and sale by Holdings of the Series A Preferred Shares in a
private placement on or prior to the Restatement Date to CD&R Boulder Holdings, L.P. yielding gross proceeds of approximately $400,000,000. 

“Restricted Group Reconciliation Statement” means, with respect to any Consolidated balance sheet or statement of income of
Holdings and its Subsidiaries, such financial statement (in substantially the same form) prepared on the basis of consolidating the accounts of Holdings and its Restricted Subsidiaries and treating Subsidiaries other than Restricted Subsidiaries as
if they were not consolidated with Holdings and otherwise eliminating all accounts of Subsidiaries other than Restricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail. 

“Restricted Payment” has the meaning assigned thereto in Section 10.6. 

“Restricted Subsidiary” means each Subsidiary of the Credit Parties that is not an Unrestricted Subsidiary. 

“Revolving Extensions of Credit” means (a) any Revolving Loan then outstanding, (b) any Letter of Credit then
outstanding or (c) any Swingline Loan then outstanding. 

  
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 “Revolving Loan” has the meaning set forth in
Section 2.1, and shall in all other provisions hereof include any Swingline Loans and Special Advances, except as otherwise specifically set forth herein and the term “US Revolving Loans” shall in all other
provisions include any US Swingline Loans and US Special Advances and the term “Canadian Revolving Loans” shall in all other provisions include any Canadian Swingline Loans and Canadian Special Advances, except in the case of each of US
Revolving Loans or Canadian Revolving Loans as otherwise specifically set forth herein. 
 “S&P” means
Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. 
 “Sale and Leaseback
Transaction” means, with respect to any Person (the “obligor”), any contractual obligation or other arrangement with any other Person (the “counterparty”) consisting of a lease by such obligor of any property that,
directly or indirectly, has been or is to be sold by the obligor to such counterparty or to any other Person to whom funds have been advanced by such counterparty based on a Lien on, or an assignment of, such property or any obligations of such
obligor under such lease. 
 “Sanctioned Entity” means (a) a country or a government of a country, (b) an agency
of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country, in each case of clauses (a) through
(d) that is a target of Sanctions, including a target of any country sanctions program administered and enforced by OFAC. 

“Sanctioned Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked
Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions,
(c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in
clauses (a) through (c) above. 
 “Sanctions” means individually and collectively, respectively, any and
all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced from
time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security
Council, (c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any Lender or any Credit Party or any of their
respective Subsidiaries or Affiliates. 
 “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions. 
 “Secured Obligations” means, collectively, the US Secured Obligations and
the Canadian Secured Obligations. 
 “Secured Parties” means, collectively, the US Secured Parties and the Canadian Secured
Parties. 
 “Securities Account” means any securities account (as such term is defined in the UCC). 

  
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 “Security Documents” means the collective reference to (a) the US
Collateral Agreement, (b) the Canadian Collateral Agreement, (c) the Hypothecs, (d) the Guaranty Agreements, (e) the Control Agreements and (f) each other agreement or writing pursuant to which any Credit Party purports to
pledge or grant a hypothec on or a security interest in any Property or assets securing any of the Secured Obligations or any such Person purports to guaranty the payment and/or performance of any of the Secured Obligations. 

“Senior Unsecured Indebtedness” means the collective reference to any unsecured Indebtedness incurred by Holdings or any of
its Restricted Subsidiaries that ranks pari passu in right of payment with the Obligations, the terms and conditions of which (and terms and conditions of the documents governing such Indebtedness) shall be market terms and conditions
that are, taken as a whole, no more restrictive than the corresponding terms and conditions of this Agreement and the other Loan Documents and the Term Loan Documents (other than with respect to pricing and optional prepayment premiums) and shall be
approved by Administrative Agent (such approval not to be unreasonably withheld) and, in any event, such terms and conditions shall include, without limitation, such unsecured Indebtedness (a) not having a scheduled maturity or any required
scheduled repayment or prepayment of principal, amortization, mandatory redemption or sinking fund obligation, in each case, prior to the date that is six (6) months after the final maturity date applicable to the Credit Facility (including, if
applicable, any Incremental Loan) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of
the Revolving Loans and all other Obligations that are accrued and payable and the termination of the Commitments) and (b) having no restrictions, limitations or encumbrances on the ability of Holdings or any of its Restricted Subsidiaries to
incur Liens to secure the Obligations. The 2015 Senior Notes and the 2017 Senior Notes issued on or prior to the Restatement Date are Senior Unsecured Indebtedness. 

“Series A Certificate of Designation” means the certificate of designation for the Series A Preferred Shares, filed by
Holdings with the Secretary of the State of the State of Delaware on or prior to the Restatement Date. 
 “Series A Preferred
Shares” means Holding’s Series A Cumulative Convertible Participating Preferred Stock, par value $0.01 per share, with terms reasonably satisfactory to the Arrangers (it being understood that the terms thereof set forth in the
Restatement Date Investment Agreement and the Series A Certificate of Designation are satisfactory to the Arrangers); provided, that, any dividends paid on the Series A Preferred A Shares pursuant to
Section 10.6(i) shall be treated as fixed charges for purposes of calculating the Fixed Charge Coverage Ratio. 

“Settlement” has the meaning set forth in Section 2.5. 

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date
(a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall
be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

“Special Advances” has the meaning set forth in Section 2.3(d)(iv). 

  
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 “Specified Disposition” means any disposition of all or substantially all of the
assets or Capital Stock of any Subsidiary of Holdings or any division, business unit, product line or line of business. 

“Specified Event of Default” means any Event of Default under (a) Section 11.1(a) or
11.1(b), (b) Section 11.1(c) as a result of any representation or warranty contained in any Borrowing Base Certificate being incorrect if Administrative Agent determines in the exercise of its Permitted Discretion
that such event shall be a Specified Event of Default, (c) Section 11.1(d) as a result of the failure to comply with Section 9.2(b), (d) Section 11.1(d) as a result
of the failure to comply with Section 9.14, (e) Section 11.1(d) as a result of the failure to comply with Section 10.13, and
(f) Section 11.1(h) or 11.1(i). 
 “Specified Representations” means each of the
representations and warranties set forth in Sections 8.1, 8.3, 8.4(b), 8.10, 8.11, 8.16, the last two sentences of Section 8.19, and Section 3.1 of the US
Collateral Agreement (as it relates to the creation, validity, perfection and priority (subject to Permitted Liens) of the security interests granted in the Collateral, and as to perfection only to the extent required by
Section 7.1(c) of this Agreement). 
 “Specified Suppressed Availability” means the lesser of:
(a) the amount by which the Borrowing Base exceeds the Maximum Credit at such time or (b) the amount equal to (i) seven and one-half percent (7.5%) of the Maximum Credit minus (ii) the
amount of any Qualified Cash included in the calculation of Adjusted Excess Availability, provided, that, at any time that Excess Availability is less than the greater of (i) five percent (5.0%) of the Loan Cap or (ii)
$45,000,000, Specified Suppressed Availability shall be zero. 
 “Specified Transactions” means (a) the Restatement
Date Acquisition, (b) any Investment that results in a Person becoming a Restricted Subsidiary of the Borrower, (c) any designation of a Subsidiary as a Restricted Subsidiary or as an Unrestricted Subsidiary, (d) any Permitted
Acquisition, (e) any Asset Disposition that results in a Restricted Subsidiary of the Borrower ceasing to be a Restricted Subsidiary of Holdings, (f) any disposition of a business unit, line of business or division of Holdings or any of
its Restricted Subsidiaries, in each case whether by merger, consolidation, amalgamation or otherwise and (g) any other transaction that by the terms of this Agreement requires any financial ratio or test to be determined on a “pro forma
basis” or to be given “pro forma effect”. 
 “Subordinated Indebtedness” means the collective reference to
any Indebtedness incurred by Holdings or any of its Restricted Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent, which terms and conditions
shall be market terms and conditions that are, taken as a whole, no more restrictive than the corresponding terms and conditions of this Agreement and the other Loan Documents (other than with respect to pricing and optional prepayment premiums)
and, in any event, such terms and conditions shall include, without limitation, such Subordinated Indebtedness (a) not having a scheduled maturity or any required scheduled repayment or prepayment of principal, amortization, mandatory
redemption or sinking fund obligation, in each case, prior to the date that is six (6) months after the final maturity date applicable to the Credit Facility (including, if applicable, any Incremental Loan) (except as a result of a change of
control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Revolving Loans and all other Obligations that are accrued and
payable and the termination of the Commitments) and (b) having no restrictions, limitations or encumbrances on the ability of Holdings or any of its Restricted Subsidiaries to incur Liens to secure the Obligations. 

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more
than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other 

  
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managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or
indirectly) such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening
of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of Holdings. 

“Supermajority Lenders” means, at any date, any combination of Lenders holding more than
sixty-six and two thirds percent (66-2/3%) of the sum of the aggregate amount of the Commitments or, if the Commitments have been terminated, any combination of Lenders
holding more than sixty-six and two thirds percent (66-2/3%) of the aggregate Extensions of Credit; provided, that, the Commitments of, and the portion of
the Extensions of Credit, as applicable, held or deemed held by, any Defaulting Lender shall be disregarded in determining the Supermajority Lenders. Notwithstanding the foregoing, Supermajority Lenders shall comprise no less than two such Lenders
that are not Affiliates of one another, unless (a) all Lenders that are not Defaulting Lenders are Affiliates of one another or (b) there is only one Lender that is not a Defaulting Lender, at such time. 

“Swingline Commitment” means the US Swingline Commitment and the Canadian Swingline Commitment. 

“Swingline Facility” means the swingline facility established pursuant to Section 2.2. 

“Swingline Lender” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto. 

“Swingline Loan” has the meaning set forth in Section 2.2(a). 

“Swingline Note” means a US Swingline Note or a Canadian Swingline Note, as applicable. 

“Synthetic Lease” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified
as an Operating Lease in accordance with GAAP. 
 “Target Company” means, collectively, Allied Building Products Corp., a
New Jersey corporation, and Kapalama Kilgos Acquisition Corp., a Delaware corporation, and their respective Subsidiaries. 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term Loan Agent” means Citibank, N.A., a national banking association, in its capacity as Administrative Agent under the
Term Loan Agreement and the other Term Loan Documents and its successors and assigns, together with any replacement or successor Administrative Agent thereunder. 

“Term Loan Agreement” means the Term Loan Credit Agreement, dated on or about the date hereof, by and among Term Loan Agent,
Term Loan Lenders and the Credit Parties party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

“Term Loan Documents” means, collectively, the following: (a) the Term Loan Agreement and (b) all agreements,
documents and instruments at any time executed and/or delivered in connection therewith, each as amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

  
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 “Term Loan Facility” means the term loan facility established pursuant to the
Term Loan Agreement. 
 “Term Loan Lenders” means those certain lenders and other financial institutions from time to time
party to the Term Loan Agreement as lenders. 
 “Term Loan Priority Collateral” has the meaning set forth in the
Intercreditor Agreement. 
 “Termination Event” means the occurrence of any of the following which, individually or in the
aggregate, has resulted or could reasonably be expected to result in a Material Adverse Effect: (a) a “reportable event” described in Section 4043 of ERISA with respect to any Pension Plan for which the thirty (30) day
notice requirement has not been waived by the PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan under Section 4063 of ERISA during a plan year in which it was a “substantial employer” as
defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension
Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, in each case, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the
appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would reasonably constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or in endangered or critical status within the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA, or (h) the partial or complete withdrawal of any Credit Party or
any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (i) any event or condition which results in the insolvency of a Multiemployer Plan under Section 4245 of ERISA, or (j) any event or
condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate, or (l) the termination of a Canadian Pension Plan, the filing of a notice of
intent to terminate a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination, under Applicable Law, if the plan assets are not sufficient to pay all plan liabilities, or (m) the institution of proceedings
to terminate, or the appointment of a trustee with respect to, any Canadian Pension Plan by any applicable Governmental Authority under Applicable Law, or (n) any other event or condition which would constitute grounds under Canadian Pension
Laws for the termination of, or the appointment of a trustee to administer, any Canadian Pension Plan, or (o) the partial or complete withdrawal of any Credit Party from a Canadian Multiemployer Plan if withdrawal liability is asserted by such
plan, or (p) any event or condition which results in the reorganization or insolvency of a Canadian Multiemployer Plan, or (q) any event or condition which results in the termination of a Canadian Multiemployer Plan or the institution by
any Governmental Authority of proceedings to terminate a Canadian Multiemployer Plan. 
 “Threshold Amount” means
$30,000,000. 
 “Total Outstandings” means the sum of the US Outstandings and the Canadian Outstandings. 

  
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 “Transaction Costs” means all transaction fees, costs, expenses, charges and
other amounts related to the Transactions (including, without limitation, any financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith), to the extent paid within
six (6) months of the closing of the Credit Facility and approved by Administrative Agent in its reasonable discretion. 

“Transactions” means, collectively, (a) the consummation of the Restatement Date Acquisition and the other transactions
contemplated by the Restatement Date Acquisition Agreement, (b) the execution, delivery and performance by each Credit Party and any Restricted Subsidiary thereof of the Term Loan Documents, (c) the execution, delivery and issuance by
Holdings (and the assumption by Holdings on the Restatement Date) of the 2017 Senior Notes, (d) the consummation of the Restatement Date Equity Financing), (e) the execution, delivery and performance by the Credit Parties of the Loan Documents
to which they are a party, the incurrence of the Loans on the Restatement Date and the use of proceeds thereof, (f) the repayment in full of all outstanding Indebtedness for borrowed money of the Target Company and Holdings and its
Subsidiaries, and the termination of all commitments and release of Liens with respect thereto, other than Permitted Surviving Debt and Permitted Liens, respectively, (g) the merger of Allied Building Products Corp. with and into one or more
newly formed Delaware limited liability company or companies, in each case that is a wholly owned direct or indirect Subsidiary of Holdings, and (h) the payment of all Transaction Costs incurred or payable by Holdings or any of its Restricted
Subsidiaries in connection with the foregoing. 
 “Type” means the type of Revolving Loan determined with regard to the
interest option applicable thereto, including whether a US Base Rate Loan, a LIBOR Rate Loan, a Canadian Base Rate Loan or a Canadian BA Rate Loan. 

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, that, if perfection or
the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York,
“UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority. 
 “Uniform Customs” means the Uniform Customs and
Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600. 

“United States” or “US” means the United States of America. 

“Unrestricted Subsidiary” means any Subsidiary of Holdings designated by Borrower Representative after the Restatement Date
as an Unrestricted Subsidiary hereunder by written notice to Administrative Agent; provided, that, Borrower Representative shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary so long as each of the
following conditions is satisfied: (a) as of the date of any such designation and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing, (b) each Subsidiary to be designated as an
“Unrestricted Subsidiary” and its Subsidiaries has not at the time of designation, and does not thereafter unless redesignated as a Restricted Subsidiary, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable with respect to any debt pursuant to which a lender or any other Person has recourse to any Credit Party or any Restricted Subsidiary or any of the assets of any Credit Party or any Restricted Subsidiary, (c) the fair market value of,
and investments in, such Subsidiary will constitute Permitted Investments at the time of its designation as an Unrestricted Subsidiary, (d) designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at
the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, (e) no Credit Party shall have any liability for any debt or other obligations of any Unrestricted Subsidiary except to the extent permitted as to
any unaffiliated 

  
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Person under Section 10.1, (f) each of the Investment Conditions is satisfied at the time that any Subsidiary is designated as an Unrestricted Subsidiary, (g) no
Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary or if, immediately after such designation, it will be a Restricted Subsidiary for purposes of any other Indebtedness,
and (h) Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the Borrower Representative, certifying compliance with the requirements of the preceding clauses (a) through
(g). Borrower Representative may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary Redesignation”); provided, that, (i) as of the date
thereof, and after giving effect thereto, no Default or Event of Default exists or has occurred and is continuing, (ii) immediately after giving effect to such Subsidiary Redesignation, the Credit Parties shall be in compliance, on a pro forma
basis, with the financial covenant set forth in Section 10.13 (to the same extent as if during a Compliance Period), (iii) designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the
incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time, and (iv) Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of Borrower
Representative, certifying compliance with the requirements of preceding clauses (i) and (ii), and containing the calculations and information required by the preceding clause (ii). 

“Unused Line Fee” has the meaning set forth in Section 6.3(b). 

“US Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing
by any US Credit Party to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, including, without limitation, all US Hedge Obligations, and (b) all amounts that Administrative Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Administrative Agent or such Lender purchasing
participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to a US Credit Party. 

“US Base Rate” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus one-half percent (0.50%) and (c) except during any period of time during which a notice delivered to Borrower Representative under Section 6.8 shall remain in effect, LIBOR for an
Interest Period of one (1) month plus one percent (1%); each change in the US Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or LIBOR. 

“US Borrowers” means, collectively, (a) Beacon Sales Acquisition, Inc., a Delaware corporation, (b) each of the
Subsidiaries of Holdings set forth on Schedule 1.1(h) and (c) any other person organized under the laws of the United States, any state thereof or the District of Columbia that after the Restatement Date becomes a US Borrower under this
Agreement. 
 “US Borrowing Base” means, at any time, the amount equal to: 

(a) the amount equal to eighty-five percent (85%) multiplied by the net amount of Eligible Accounts of US Borrowers; plus 

(b) the amount equal to the lesser of: (i) seventy percent (70%) multiplied by the Value of each category of Eligible Inventory of US
Borrowers or (ii) eighty-five percent (85%) of the Net Recovery Percentage of each category of Eligible Inventory of US Borrowers multiplied by the Value thereof; minus 

  
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 (c) applicable Reserves with respect to US Borrowers established by Administrative Agent in its
Permitted Discretion in accordance with the terms hereof (including Section 2.1(b)). 
 “US
Collateral” means Collateral consisting of assets or interests in assets of US Credit Parties, and the proceeds thereof. 

“US Collateral Agreement” means the Amended and Restated US Collateral Agreement, dated of even date herewith, executed and
delivered by the US Credit Parties in favor of Administrative Agent, for the benefit of the Secured Parties. 
 “US Collection
Account” means the Deposit Accounts in the name of a US Borrower set forth on Schedule 1.1(c) to this Agreement, or any other account or accounts at any time after the date hereof designated by Borrower Representative to
Administrative Agent which have been established for purposes of the receipt of proceeds of Accounts and other Collateral in accordance with the terms hereof. 

“US Commitment” means, as to any US Lender, the obligation of such Lender to make US Revolving Loans to, and to purchase
participations in US LC Obligations and US Swingline Loans for the account of, the US Borrowers hereunder in each case as such US Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule
1.1(a), as such amount may be modified at any time or from time to time pursuant to the terms of this Agreement. The aggregate US Commitments of all the US Lenders on the Restatement Date shall be $1,200,000,000. 

“US Commitment Percentage” means, with respect to any US Lender at any time, the percentage of the total US Commitments of
all the US Lenders represented by such US Lender’s US Commitment. If the US Commitments have terminated or expired, the US Commitment Percentages shall be determined based upon the US Commitments most recently in effect, giving effect to any
assignments. Each reference to “a Lender” shall include, collectively, all Lenders that are Affiliates and all branches of a Lender or its Affiliates as though all such parties were one Lender hereunder. 

“US Credit Parties” means, collectively, the US Borrowers and the US Guarantors. 

“US Dollar Equivalent” means at any time (a) as to any amount denominated in US Dollars, the amount
thereof at such time, and (b) as to any amount denominated in any other currency, the equivalent amount in US Dollars calculated by Administrative Agent in good faith at such time using the Exchange Rate in effect on the Business Day of
determination. 
 “US Dollars”, “US$” and “$” shall each mean lawful currency of the
United States. 
 “US Extensions of Credit” means, as to any Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all US Revolving Loans made by such Lender then outstanding, (b) such Lender’s Commitment Percentage of the US LC Obligations then outstanding, and (c) such Lender’s Commitment Percentage of the US
Swingline Loans then outstanding. 
 “US Guarantors” means, collectively, Holdings, the US Borrowers (with respect to the
obligations of each other US Borrower), and all direct and indirect US Subsidiaries of Holdings (other than any Excluded Subsidiary, any Unrestricted Subsidiary, any CFC, any FSCHO (other than any FSCHO that owns Capital Stock of a Canadian
Subsidiary) or any Subsidiary of a CFC) in existence on the Restatement Date or which becomes a party to the US Guaranty Agreement after the Restatement Date pursuant to Section 9.15. 

  
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 “US Guaranty Agreement” means the Amended and Restated US Guaranty Agreement,
dated of even date herewith, executed and delivered by the US Credit Parties and Beacon Canada, Inc. in favor of Administrative Agent for the benefit of the Secured Parties. 

“US Hedge Provider” means any Person that, (a) at the time it enters into a Hedge Agreement with a US Credit Party
permitted under Article X, is a Lender (other than a Canadian Lender in its capacity as such), an Affiliate of a Lender (other than a Canadian Lender in its capacity as such), Administrative Agent or an Affiliate of Administrative Agent or
(b) at the time it (or its Affiliate) becomes a Lender (other than a Canadian Lender in its capacity as such) (including on the Restatement Date), is a party to a Hedge Agreement with a US Credit Party, in each case in its capacity as a party
to such Hedge Agreement; provided, that, no such Person (other than Wells Fargo or its Affiliates) shall constitute a US Hedge Provider unless and until Administrative Agent receives a Bank Product Provider Agreement from such Person
(i) on or about the Original Closing Date in the case of any Hedge Agreement in effect on the Original Closing Date or (ii) within ten (10) Business Days after the execution and delivery of a Hedge Agreement established after the
Original Closing Date. 
 “US Hedge Obligations” means any and all obligations or liabilities, whether absolute or
contingent, due or to become due, now existing or hereafter arising, of a US Credit Party arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers. 

“US LC Obligations” means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of
the then outstanding US Letters of Credit and (b) the aggregate amount of drawings under US Letters of Credit which have not then been reimbursed pursuant to Section 3.5. 

“US Lender” means, at any time, each Lender having a US Commitment or a US Revolving Loan owing to it or a participating
interest in a US Letter of Credit or US Swingline Loan. 
 “US Letter of Credit” has the meaning set forth in
Section 3.1. 
 “US Loan Limit” means the aggregate amount of the US Commitments. 

“US Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest
on (including interest accruing after the filing of any bankruptcy or similar petition) the Revolving Loans (other than the Canadian Revolving Loans), (b) the US LC Obligations and (c) all other fees and commissions (including attorneys’
fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders (other than the Canadian Lenders in their capacities as such), the Issuing Bank or
Administrative Agent, in each case under any Loan Document, with respect to any Revolving Loan (other than any Canadian Revolving Loan) or any Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or
to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding
under any Debtor Relief Laws, naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

“US Outstandings” means (a) with respect to US Revolving Loans, including US Swingline Loans and US Special Advances, on
any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of US Revolving Loans, including US Swingline Loans and US Special Advances, as the case may be, occurring on such date;
plus (b) with respect to any US LC Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any US Revolving Extensions of Credit occurring on such date and any other


  
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changes in the aggregate amount of the US LC Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any US Letters of Credit or any
reductions in the maximum amount available for drawing under US Letters of Credit taking effect on such date. 
 “US
Overadvance” means, as of any date of determination, the sum of the principal amount of any US Revolving Loans, US Swingline Loans and US Letters of Credit in excess of the lesser of the US Borrowing Base or the US Loan Limit. 

“US Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

 “US Protective Advance” has the meaning set forth in Section 2.3(d)(i). 

“US Restricted Subsidiary” means any US Subsidiary that is a Restricted Subsidiary. 

“US Revolving Credit Note” means a promissory note made by the US Borrowers in favor of a US Lender evidencing the US
Revolving Loans made by such US Lender, substantially in the form attached as Exhibit A-1 and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in
part. 
 “US Revolving Loans” has the meaning set forth in Section 2.1. 

“US Secured Obligations” means, collectively, (a) the US Obligations and (b) US Bank Product Obligations. 

“US Secured Parties” means, collectively, Administrative Agent, the US Lenders, the Issuing Bank, a Bank Product Provider to
the extent of any Bank Product Agreement with a US Credit Party or US Bank Product Obligations owing to it, each co-agent or sub-agent appointed by Administrative Agent
from time to time pursuant to Section 12.5, any other holder from time to time of any US Secured Obligations and, in each case, their respective successors and permitted assigns. 

“US Special Advance” means a US Protective Advance or a US Overadvance. 

“US Subsidiary” means any Subsidiary of Holdings that is organized under the laws of any political subdivision of the United
States. 
 “US Swingline Commitment” means the obligation of the Swingline Lender to make US Swingline Loans for the
account of the US Borrowers hereunder in an amount up to the US Swingline Loan Limit, as such amount may be modified at any time or from time to time pursuant to the terms of this Agreement. The aggregate US Swingline Commitment on the Restatement
Date shall be $120,000,000. 
 “US Swingline Loan Limit” means the lesser of (a) $120,000,000 or (b) the US
Commitments. 
 “US Swingline Loans” has the meaning set forth in Section 2.2(a). 

“US Swingline Note” means a promissory note made by the US Borrowers in favor of the Swingline Lender evidencing the US
Swingline Loans made by the Swingline Lender, substantially in the form attached as Exhibit A-3, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole
or in part. 

  
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 “US Tax Compliance Certificate” has the meaning assigned thereto in
Section 6.11(g). 
 “Value” means the lower of (a) cost computed on a first-in first-out method in accordance with GAAP or (b) market value, consistent with the current practices of Holdings and its Subsidiaries in effect immediately prior
to the Restatement Date; provided, that, for purposes of the calculation of the Borrowing Base, the value of Inventory shall not include: (A) the portion of the value of Inventory equal to the profit earned or loss realized by any
Affiliate or Subsidiary on the sale thereof to any Borrower or (B) write-ups or write-downs in value with respect to currency exchange rates. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (and/or portion
thereof) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final
maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the date scheduled for the making of such payment; by (b) the
then outstanding principal amount of such Indebtedness. 
 “Wells Fargo” means Wells Fargo Bank, National Association, a
national banking association. 
 “Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of Capital
Stock of such Subsidiary are, directly or indirectly, owned or controlled by Holdings and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a
Person other than Holdings and/or one or more of its Wholly-Owned Subsidiaries). 
 “Withholding Agent” means any Credit
Party and Administrative Agent. 
 “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority,
the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described
in the EU Bail-In Legislation Schedule. 
 SECTION 1.2 Other Definitions and Provisions. 

(a) With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms,
(iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iv) the word “will” shall be construed to have the same meaning and
effect as the word “shall”, (v) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (vi) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (vii) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (viii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights, (ix) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form and (x) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and
“until” each mean “to but excluding;” and the word “through” means “to and including”. 

  
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 (b) Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment
in full of the Obligations shall mean (i) the payment or repayment in full in immediately available funds of (A) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Revolving Loans, together with the
payment of any premium applicable to the repayment of the Revolving Loans, (B) all expenses payable by the Credit Parties under the Loan Documents (including cost or expense reimbursements) that have accrued and are unpaid, (C) all fees or
charges payable by the Credit Parties that have accrued hereunder or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (ii) in the case of contingent reimbursement obligations with
respect to Letters of Credit, Cash Collateralized (except to the extent that the applicable Issuing Bank may otherwise agree), (iii) in the case of obligations with respect to Bank Products (other than Hedge Obligations), Cash Collateralized,
(iv) the receipt by Administrative Agent of Cash Collateral in order to secure any other contingent Obligations for which a claim or demand for payment is known and has been asserted in writing on or prior to such time or in respect of matters
or circumstances known to Administrative Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such Cash Collateral to be in such amount as
Administrative Agent reasonably determines is appropriate to secure such contingent Obligations, (v) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination
amount then applicable (or which would become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than, in the case of any of the foregoing under clauses (iii) and
(iv) above, if applicable, (A) unasserted contingent indemnification Obligations, (B) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain
outstanding without being required to be repaid or Cash Collateralized, and (C) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (vi) the
termination of all of the Commitments of the Lenders. 
 SECTION 1.3 Accounting Terms. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP,
applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited financial statements required by Section 9.1(a), except as otherwise specifically
prescribed herein (including, without limitation, as prescribed by Section 13.9 or the definition of “Capital Lease”). Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the computation of any financial covenant) contained herein, Indebtedness of Holdings and its Restricted Subsidiaries shall be deemed to be carried at one hundred percent (100%) of the outstanding principal amount thereof, and the effects
of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 
 SECTION 1.4
UCC Terms. Terms defined in the UCC and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of
determination, to the UCC then in effect. 
 SECTION 1.5 Rounding. Any financial ratios required to be maintained pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein and rounding the result up or down to
the nearest number (with a rounding-up if there is no nearest number). 
 SECTION 1.6 References
to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall
be deemed to 

  
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include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any Applicable Law, including, without limitation, the Code, the Debtor Relief Laws, ERISA, the Exchange Act, the Income Tax Act (Canada), the
Bank Act (Canada), the PPSA, the CCQ, the PATRIOT Act, the Canadian AML Laws, the Securities Act of 1933, the UCC, the Investment Company Act of 1940, the Interstate Commerce Act, the Trading with the Enemy Act of the United States or any of the
foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law. 

SECTION 1.7 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time
(daylight or standard, as applicable). 
 SECTION 1.8 Letter of Credit Amounts. Unless otherwise specified, all references herein to
the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor (at
the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or (b) any amount which is drawn, reimbursed and no
longer available under such Letter of Credit). 
 SECTION 1.9 Guaranty Obligations. Unless otherwise specified, the amount of any
Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such
Guaranty Obligation. 
 SECTION 1.10 Alternative Currency Matters. 

(a) Covenant Compliance Generally. For purposes of determining compliance under Sections 10.1, 10.2, 10.3,
10.5 and 10.6, any amount in a currency other than US Dollars will be converted to US Dollars based upon the US Dollar Equivalent thereof. Notwithstanding the foregoing, for purposes of determining compliance with Sections
10.1, 10.2 and 10.3, with respect to any amount of Indebtedness or Investment in a currency other than US Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in
rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided, that, for the avoidance of doubt, the foregoing provisions of this Section 1.10 shall otherwise apply to such
Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections. 

(b) Amount of Obligations. Unless otherwise specified, for purposes of this Agreement, any determination of the amount of any
outstanding Canadian Extensions of Credit (including, without limitation, Canadian Revolving Loans) or Canadian Obligations shall be based upon the US Dollar Equivalent of such outstanding Canadian Extensions of Credit (including, without
limitation, Canadian Revolving Loans) or Canadian Obligations. 
 SECTION 1.11 Québec Matters. For purposes of
any assets, liabilities or entities located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or
tribunal exercising jurisdiction in the Province of Québec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”,
(c) “tangible property” shall include 

  
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“corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien”
shall include a “hypothec”, “right of retention”, “prior claim” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or a PPSA shall include
publication under the CCQ, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set up” lien or security interest as against
third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than
chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” shall include “legal hypothecs”, (l) “joint and
several” shall include “solidary”, (m) “gross negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall include “ownership on behalf of
another as mandatory”, (o) “easement” shall include “servitude”, (p) “priority” shall include “prior claim”, (q) “survey” shall include “certificate of location and plan”, (r)
“state” shall include “province”, (s) “fee simple title” shall include “absolute ownership”, (t) “accounts” shall include “claims”. The parties hereto confirm that it is their wish that
this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be
drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que
tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement. 

SECTION 1.12 Pro Forma Calculations. 

(a) Notwithstanding anything to the contrary herein, any fixed charge coverage or leverage ratio provided for herein and Consolidated Total
Assets shall be calculated in the manner prescribed by this Section 1.12. 
 (b) For purposes of calculating any
fixed charge coverage or leverage ratio provided for herein, all Specified Transactions (and the incurrence or repayment of any Indebtedness and the granting or terminating of any Liens in connection therewith) that have been consummated
(i) during the applicable period of four consecutive fiscal quarters or twelve consecutive fiscal months, as the case may be, for which such fixed charge coverage or leverage ratio is being determined (the “Test Period”) or
(ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any fixed charge coverage or leverage ratio is made shall be calculated on a pro forma basis assuming that all such Specified
Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. For purposes of
calculating Consolidated Total Assets, all Specified Transactions that have been consummated subsequent to the last day of the most recently completed fiscal quarter of Holdings and prior to or simultaneously with the event for which the calculation
of Consolidated Total Assets is made shall be calculated on a pro forma basis assuming that all such Specified Transactions had occurred on the last day of the most recently completed fiscal quarter of Holdings. 

(c) If pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by the chief
financial officer of Holdings and include only those adjustments that would be permitted or required by Regulation S-X of the federal securities laws together with those adjustments that (i) have been
certified by the chief financial officer of Holdings as having been prepared in good faith based upon reasonable assumptions and (ii) are (A) directly attributable to the Specified Transactions with respect to which such adjustments are to be
made, (B) expected to have a continuing impact on Holdings and its Restricted Subsidiaries, (C) factually supportable and reasonably identifiable and (D) based on reasonably detailed written assumptions. For the avoidance of doubt,
all pro forma adjustments shall be consistent with, and subject to, the caps and limits set forth in the applicable definitions herein. 

  
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 (d) In the event that Holdings or any of its Restricted Subsidiaries incurs (including by
assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included directly or indirectly in the calculation of any fixed charge coverage or leverage ratio provided for herein (other than
Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the
calculation of any such ratio is made, then such fixed charge coverage or leverage ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day
of the applicable Test Period. 
 ARTICLE II 

REVOLVING CREDIT FACILITY 

SECTION 2.1 Revolving Loans. 

(a) Revolving Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents, and in reliance upon the
representations and warranties set forth in this Agreement and the other Loan Documents, until the termination of the Commitments, (i) each US Lender agrees (severally, not jointly or jointly and severally) to make, from time to time, a
revolving loan or revolving loans to US Borrowers (each a “US Revolving Loan” and collectively, “US Revolving Loans”), and (ii) each Canadian Lender agrees (severally, not jointly or jointly and severally) to
make, from time to time, a revolving loan or revolving loans to Canadian Borrowers (each a “Canadian Revolving Loan” and collectively, “Canadian Revolving Loans” and together with US Revolving Loans, individually a
“Revolving Loan” and collectively, “Revolving Loans”), in each case from time to time from the Restatement Date through, but not including, the Maturity Date as requested by Borrower Representative in accordance
with the terms of Section 2.3; provided, that: 
 (A) (1) such US Revolving Loans shall be
denominated in US Dollars, and (2) such Canadian Revolving Loans shall be denominated in US Dollars or Canadian Dollars, 

(B) (1) such Revolving Loans denominated in US Dollars shall, at the option of Borrower Representative, be incurred and maintained as,
and/or converted into, US Base Rate Loans (solely in the case of US Revolving Loans and Canadian Revolving Loans) or LIBOR Rate Loans, and (2) such Revolving Loans denominated in Canadian Dollars shall, at the option of Borrower Representative,
be incurred and maintained as, and/or converted into, Canadian Base Rate Loans or Canadian BA Rate Loans, 
 (C) all Revolving Loans
comprising the same Borrowing shall at all times be of the same Type, 
 (D) all Revolving Loans may be repaid and reborrowed in accordance
with the provisions hereof, 
 (E) Revolving Loans shall not be made, and shall not be required to be made, by any Lender in the event that,
after giving effect to such Revolving Loans, the Total Outstandings would exceed the Loan Cap at such time, 

  
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 (F) US Revolving Loans shall not be made, and shall not be required to be made, by any US Lender
in the event that, after giving effect to such US Revolving Loans, the US Outstandings would exceed the lesser of the US Loan Limit as then in effect or the US Borrowing Base at such time, 

(G) Canadian Revolving Loans shall not be made, and shall not be required to be made, by any Canadian Lender in the event that after giving
effect to such Canadian Revolving Loans, the Canadian Outstandings would exceed the lesser of the Canadian Loan Limit as then in effect or the Canadian Borrowing Base at such time, and 

(H) Revolving Loans shall not be made, and shall not be required to be made, by any Lender in the event that after giving effect to such
Revolving Loans, the Commitment Percentage of such Lender in the Total Outstandings would exceed such Lender’s Commitment. 
 (b)
Reserves. The right of Administrative Agent to establish Reserves will be in accordance with its customary practices in the exercise of its Permitted Discretion and as may be applicable under the circumstances based on its field examination
and other due diligence. The amount of any Reserve established by Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve as determined by Administrative Agent in good
faith and to the extent that such Reserve is in respect of amounts that may be payable to third parties Administrative Agent may deduct such Reserve from the Maximum Credit at any time that such limit is less than the amount of the Borrowing Base.
Administrative Agent will provide notice to Borrower Representative of any new categories of Reserves that may be established after the Restatement Date or any changes in the methodology of the calculation of an existing category of Reserves and
will consult with Borrower Representative in connection with the basis for such new categories of Reserves to the extent Borrower Representative is available in a reasonably timely manner, provided, that, no such consultation shall be
required at any time a Default or Event of Default exists or has occurred and is continuing. New categories of Reserves may be established after the Restatement Date by Administrative Agent in the exercise of its Permitted Discretion based on
either: (i) an event, condition or other circumstance arising after the Restatement Date, or (ii) an event, condition or other circumstance existing on the Restatement Date to the extent that such event, condition or circumstance has not
been identified by a Borrower to the field examiners of Administrative Agent prior to the Restatement Date (except to the extent that it may have been identified but Administrative Agent has, with notice to Borrower Representative, elected not to
establish a Reserve with respect thereto as of the Restatement Date). 
 SECTION 2.2 Swingline Loans. 

(a) Swingline Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the
representations and warranties set forth in this Agreement and the other Loan Documents, until the termination of the Commitments, the Swingline Lender shall make (i) a revolving loan or revolving loans to US Borrowers (each a “US
Swingline Loan” and collectively, “US Swingline Loans”), and (ii) a revolving loan or revolving loans to Canadian Borrowers (each a “Canadian Swingline Loan” and collectively, “Canadian
Swingline Loans”, and together with US Swingline Loans, individually a “Swingline Loan” and collectively, “Swingline Loans”) in each case from time to time from the Restatement Date through, but not
including, the Maturity Date as requested by Borrower Representative in accordance with the terms of Section 2.3; provided, that: 

(A) (1) such US Swingline Loans shall be denominated in US Dollars, and (2) such Canadian Swingline Loans shall be denominated in US
Dollars or Canadian Dollars; 

  
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 (B) (1) such Swingline Loans denominated in US Dollars shall be US Base Rate Loans, and
(2) such Swingline Loans denominated in Canadian Dollars shall be Canadian Base Rate Loans; 
 (C) all Swingline Loans comprising the
same Borrowing shall at all times be of the same Type; 
 (D) all Swingline Loans may be repaid and reborrowed in accordance with the
provisions hereof; 
 (E) Swingline Loans shall not be made, and shall not be required to be made, by the Swingline Lender in the event
that, after giving effect to such Swingline Loan, the Total Outstandings would exceed, or further exceed, the Loan Cap; 
 (F) US Swingline
Loans shall not be made, and shall not be required to be made, by the Swingline Lender in the event that after giving effect to such US Swingline Loan, the US Swingline Loans would exceed, or further exceed, the least of (1) the US Loan Limit
as then in effect, (2) the US Borrowing Base at such time or (3) the US Swingline Loan Limit; and 
 (G) Canadian Swingline Loans
shall not be made, and shall not be required to be made, by the Swingline Lender in the event that after giving effect to such Canadian Swingline Loan, the Canadian Swingline Loans would exceed, or further exceed, the least of (1) the Canadian
Loan Limit as then in effect, (2) the Canadian Borrowing Base at such time or (3) the Canadian Swingline Loan Limit. 
 (b)
Conditions. Subject to the provisions of Section 2.2(a), the Swingline Lender shall not make and shall not be obligated to make any Swingline Loan if the Swingline Lender has actual knowledge that (i) one (1) or
more of the applicable conditions precedent set forth in Section 2.2(a) will not be satisfied on the requested date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the amounts available to
the applicable Borrower on such Funding Date and the Swingline Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 2.2(a) have been satisfied on the Funding
Date applicable thereto prior to making any Swingline Loan. 
 (c) Relationship to Revolving Loans. Each Swingline Loan shall be
secured by the Liens of Administrative Agent, deemed to be a Revolving Loan hereunder and shall be subject to all the terms and conditions applicable to other Revolving Loans; provided, that, all payments (including interest) on any
Swingline Loan shall be payable to the Swingline Lender solely for its own account. 
 (d) Defaulting Lenders. Notwithstanding
anything to the contrary contained in this Agreement, this Section 2.2 shall be subject to the terms and conditions of Section 6.14 and Section 6.15. 

SECTION 2.3 Borrowing Procedures and Settlements. 

(a) Requests for Borrowing of Revolving Loans. 

(i) To request a Revolving Loan (other than a Swingline Loan or a Revolving Loan pursuant to Section 2.3(d) as
provided below), Borrower Representative shall deliver to Administrative Agent a written request substantially in the form of Exhibit B (a “Notice of Borrowing”) (or by an Authorized Person through Administrative Agent’s
electronic platform or portal) and received by Administrative Agent no later than: 

  
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 (A) in the case of a US Base Rate Loan requested by or on behalf of a US Borrower, no later than
12:00 noon, on the Business Day that is the requested Funding Date; 
 (B) in the case of a US Base Rate Loan or a Canadian Base Rate Loan
requested by or on behalf of a Canadian Borrower, no later than 12:00 noon, on the Business Day that is the requested Funding Date; and 

(C) in the case of a request for a Canadian BA Rate Loan or a LIBOR Rate Loan by or on behalf of the applicable Borrower, no later than 1:00
p.m., on the Business Day that is three (3) Business Days prior to the requested Funding Date; 
 provided, that Administrative Agent may,
in its sole discretion, elect to accept as timely requests that are received later than 1:00 p.m. on the applicable Business Day. 
 (ii)
All Borrowing requests which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole
discretion, such Borrowing shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agent) prior to the funding of any such requested Revolving Loan. At Administrative
Agent’s option, Administrative Agent may elect to accept telephonic notice of any such request by the required time. Any such telephonic request shall be irrevocable and to the extent required by Administrative Agent, shall be confirmed by hand
delivery, facsimile (or other form of electronic transmission, including on-line via Administrative Agent’s electronic platform or portal, as Administrative Agent may specify for such purpose) to
Administrative Agent within twenty-four (24) hours of the giving of such telephonic notice with a Notice of Borrowing and signed (or otherwise authenticated) by the Borrower making such request or Borrower Representative on behalf of such
Borrower. The failure to provide such written confirmation shall not affect the validity of the request. Each Borrowing request shall specify the following information: 

(A) the name of the applicable Borrower; 

(B) the Available Currency of the requested Revolving Loan; 

(C) aggregate principal amount of the Revolving Loan to be made pursuant to such request (stated in the applicable currency); 

(D) the date such Revolving Loan is to be made (which shall be a Business Day); 

(E) whether the Revolving Loan requested will consist of a US Revolving Loan or Canadian Revolving Loan; 

(F) in the case of Revolving Loans denominated in US Dollars, whether such Revolving Loans are to be US Base Rate Loans or LIBOR Rate Loans,
or in the case of Revolving Loans denominated in Canadian Dollars whether such Revolving Loans are to be Canadian Base Rate Loans or Canadian BA Rate Loans; and 

(G) in the case of Revolving Loans that are Canadian BA Rate Loans or LIBOR Rate Loans, the initial Interest Period to be applicable thereto,
which shall be a period contemplated by the definition of the term “Interest Period.” 

  
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 (iii) If no election as to whether a US Revolving Loan is to be a US Base Rate Loan or a LIBOR
Rate Loan is contained in the applicable request, then the requested Revolving Loan shall be a US Base Rate Loan. If no election as to whether a Canadian Revolving Loan denominated in Canadian Dollars is to be a Canadian BA Rate Loan or Canadian
Base Rate Loan is contained in the applicable request, then the requested Revolving Loan shall be a Canadian Base Rate Loan. If no Interest Period is specified with respect to any request for a LIBOR Rate Loan or Canadian BA Rate Loan in the
applicable request, then the requested Revolving Loan shall be deemed to have an Interest Period of one (1) month’s duration. 

(b) Requests for Borrowing of Swingline Loans. 

(i) To request a Swingline Loan, any Borrower (or Borrower Representative on behalf of any such Borrower) shall notify Administrative Agent by
written request of an Authorized Person (which may be delivered through Administrative Agent’s electronic platform or portal) and received by Administrative Agent no later than 12:00 noon, on the Business Day that is the requested Funding Date.
All Borrowing requests for Swingline Loans which are not made on-line via Administrative Agent’s electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the
exercise of its sole discretion, such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory to Administrative Agent) prior to the funding of any such requested Swingline
Loan. 
 (ii) At Administrative Agent’s option, Administrative Agent may elect to accept telephonic notice of any such request by the
required time. Any such telephonic request shall be irrevocable and to the extent required by Administrative Agent, shall be confirmed by hand delivery, facsimile (or other form of electronic transmission as Administrative Agent may specify for such
purpose) to Administrative Agent within twenty-four (24) hours of the giving of such telephonic notice with a written request in a form approved by Administrative Agent and signed (or otherwise authenticated) by the Borrower making such request
or Borrower Representative on behalf of such Borrower. Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received later than 12:00 p.m., on the applicable Business Day. Each such telephonic and written
request shall specify the following information: 
 (A) the name of the applicable Borrower; 

(B) the Available Currency of the requested Swingline Loan; 

(C) the aggregate principal amount of the Swingline Loan to be made pursuant to such request (stated in the applicable currency); 

(D) the date such Swingline Loan is to be made (which shall be a Business Day); and 

(E) whether the Swingline Loan requested will consist of a US Swingline Loan or Canadian Swingline Loan. 

(c) Disbursement of Funds. 

(i) In the event that Swingline Lender is not obligated to make a Swingline Loan, then after receipt of a request for a Borrowing pursuant to
Section 2.2(a), Administrative Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested Borrowing; such notification to be sent in the case of any Revolving
Loan described in Sections 2.2(a)(i)(A) and (B), by 12:00 p.m., on the Business Day that is the requested Funding Date. If Administrative Agent has notified the Lenders of a requested Borrowing in accordance with the


  
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immediately preceding sentence, then each Lender shall make the amount of such Lender’s Commitment Percentage of the requested Borrowing available to Administrative Agent in immediately
available funds, to the Administrative Agent Payment Account, not later than 2:00 p.m., on the Business Day that is the requested Funding Date. All such amounts will be made available in the relevant currency requested for such Borrowing. After
Administrative Agent’s receipt of the proceeds of such Revolving Loans from the Lenders, Administrative Agent shall make the proceeds thereof available to the applicable Borrower (or Borrower Representative on behalf of such Borrower) on the
applicable Funding Date by transferring immediately available funds equal to such proceeds received by Administrative Agent to the Designated Account or such other deposit account of Borrower Representative specified in writing to Administrative
Agent and reasonably acceptable to Administrative Agent. Proceeds of Swingline Loans will also be transferred to the Designated Account or such other deposit account. 

(ii) Unless Administrative Agent receives notice from a Lender prior to 2:00 p.m., on the Business Day that is the requested Funding Date
relative to a requested Borrowing as to which Administrative Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to Administrative Agent for the account of applicable
Borrowers the amount of that Lender’s Commitment Percentage of the Borrowing, Administrative Agent may assume that each Lender has made or will make such amount available to Administrative Agent in immediately available funds on the Funding
Date in the requested currency and Administrative Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding amount. If, on the requested Funding Date, any Lender shall not have remitted
the full amount that it is required to make available to Administrative Agent in immediately available funds and if Administrative Agent has made available to Borrowers such amount on the requested Funding Date, then such Lender shall make the
amount of such Lender’s Commitment Percentage of the requested Borrowing available to Administrative Agent in immediately available funds, to the Administrative Agent Payment Account, no later than 10:00 a.m. on the Business Day that is the
first (1st) Business Day after the requested Funding Date (in which case, the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Administrative Agent’s separate account). If any Lender shall not
remit the full amount that it is required to make available to Administrative Agent in immediately available funds as and when required hereby and if Administrative Agent has made available to Borrowers such amount, then that Lender shall be
obligated to immediately remit such amount to Administrative Agent, together with interest as provided in Section 6.7. A notice submitted by Administrative Agent to any Lender with respect to amounts owing under this
Section 2.3(c)(ii) shall be conclusive, absent manifest error. If the amount that a Lender is required to remit is made available to Administrative Agent, then such payment to Administrative Agent shall constitute such
Lender’s Revolving Loan for all purposes of this Agreement. If such amount is not made available to Administrative Agent on the Business Day following the Funding Date, Administrative Agent will notify Borrowers of such failure to fund and,
upon demand by Administrative Agent, Borrowers shall pay such amount to Administrative Agent as provided in Section 6.7. 

(d) Protective Advances and Optional Overadvances. 

(i) Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time after the occurrence and during the
continuance of a Default or an Event of Default or the failure of any other condition precedent or termination of the Commitments, Administrative Agent is hereby authorized by Borrowers and the Lenders, from time to time, in Administrative
Agent’s Permitted Discretion, to make Revolving Loans (or at its option, Swingline Loans on behalf of Swingline Lender) to, or for the benefit of, Borrowers, on behalf of the Lenders, that Administrative Agent, in its Permitted Discretion,
deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, or (B) to enhance the likelihood of repayment of the Obligations other than the Bank Product Obligations (the Revolving Loans described in this
Section 2.3(d)(i) to or for 

  
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the benefit of a US Borrower being referred to as “US Protective Advances”, and to or for the benefit of a Canadian Borrower being referred to as “Canadian Protective
Advances”, and US Protective Advances and Canadian Protective Advances being collectively referred to as “Protective Advances”). The authority of Administrative Agent to make Protective Advances may at any time be revoked
by the Required Lenders provided, that, such revocation must be in writing and will only be effective prospectively upon Administrative Agent’s receipt thereof. 

(ii) Any contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Sections 2.3(d)(iii) and
(v), the Lenders hereby authorize Administrative Agent or Swingline Lender, as applicable, and either Administrative Agent or Swingline Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to: 

(A) make US Revolving Loans (including US Swingline Loans) to US Borrowers notwithstanding that a US Overadvance exists or would occur as a
result thereof, so long as after giving effect to such US Revolving Loans, (1) the US Outstandings do not exceed the US Borrowing Base by more than ten percent (10%), and (2) the US Outstandings do not exceed the US Loan Limit; and 

(B) make Canadian Revolving Loans (including Canadian Swingline Loans) to Canadian Borrowers notwithstanding that a Canadian Overadvance
exists or would occur as a result thereof, so long as after giving effect to such Canadian Revolving Loans, (1) the Canadian Outstandings do not exceed the Canadian Borrowing Base by more than ten percent (10%), and (2) the Canadian
Outstandings do not exceed the Canadian Loan Limit. 
 (iii) In the event that Administrative Agent obtains actual knowledge that an
Overadvance exists, regardless of the amount of, or reason for, such Overadvance, Administrative Agent shall notify the Lenders as soon as practicable, and no Overadvances shall knowingly be made following the date that is thirty (30) Business
Days thereafter if Administrative Agent receives a written direction from Required Lenders that Overadvances should not be made following such thirty (30) day period. The foregoing provisions are meant for the benefit of the Lenders and
Administrative Agent and are not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.2. Each Lender with a Commitment shall be obligated to settle with Administrative Agent as
provided in Section 2.3 for the amount of such Lender’s Commitment Percentage of any unintentional Overadvances by Administrative Agent reported to such Lender, any intentional Overadvances made as permitted under
Section 2.3, and any Overadvances resulting from the charging to the Loan Account of interest, fees or other expenses payable under the Loan Documents. 

(iv) Each Protective Advance and each Overadvance (each, a “Special Advance”) shall be deemed to be a Revolving Loan
hereunder, and may be made in any Available Currency, as determined by Administrative Agent. Prior to Settlement therefor, all payments on the Special Advances shall be payable to Administrative Agent solely for its own account. The Special Advances
shall be repayable on demand, be secured by Administrative Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Swingline Loans made in the applicable currency. The ability of
Administrative Agent to make Protective Advances is separate and distinct from its ability to make Overadvances and its ability to make Overadvances is separate and distinct from its ability to make Protective Advances. The limitations on
Administrative Agent’s ability to make Protective Advances do not apply to Overadvances and the limitations on Administrative Agent’s ability to make Overadvances do not apply to Protective Advances. The provisions of this
Section 2.3(d) are for the exclusive benefit of Administrative Agent, Swingline Lender, and the Lenders and are not intended to benefit Borrowers in any way. 

  
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 (v) Notwithstanding anything contained in this Agreement or any other Loan Document to the
contrary: (A) no Special Advance may be made by Administrative Agent if such Special Advance would cause the aggregate principal amount of Special Advances outstanding to exceed an amount equal to ten percent (10%) of the Maximum Credit; and
(B) no Special Advance may be made by Administrative Agent if such Special Advance would cause the US Outstandings to exceed the US Loan Limit or the Canadian Outstandings to exceed the Canadian Loan Limit. 

(e) Use of Affiliates. Each Lender may, at its option, make any Revolving Loan available to any Borrower that is not a US Borrower by
causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided, that, any exercise of such option shall not affect the obligation of such Borrower to repay such Revolving Loan or other Obligations in
accordance with the terms of this Agreement. 
 SECTION 2.4 Reallocation of Loan Limits. 

(a) Subject to the terms and conditions of this Section 2.4, Borrower Representative shall have the right to decrease
the US Loan Limit and contemporaneously increase the Canadian Loan Limit by the same amount (provided, that, in no event shall the Canadian Loan Limit be greater than the US Dollar Equivalent of $125,000,000) so that upon any such
decrease in the US Loan Limit there shall be a dollar-for-dollar increase in the Canadian Loan Limit. 

(b) Any such decrease in the US Loan Limit and corresponding increase in the Canadian Loan Limit shall be subject to the following conditions:
(i) the Borrower Representative shall have provided to Administrative Agent a written notice at least ten (10) Business Days prior to the requested effective date therefor setting forth the proposed amount of such decrease, (ii) after
giving effect to any such decrease, the amount of the US Outstandings shall not be more than the amount equal to ninety percent (90%) of the US Loan Limit as so decreased, (iii) no more than one (1) such decrease may be requested in any
twelve (12) consecutive month period, (iv) as of the date of any such decrease in the US Loan Limit (and corresponding increase in the Canadian Loan Limit) and after giving effect thereto, the Canadian Loan Limit shall not be greater than
the US Dollar Equivalent of $125,000,000, and (v) as of the date of any such decrease in the US Loan Limit (and corresponding increase in the Canadian Loan Limit), no Default or Event of Default shall exist or have occurred and be
continuing. Each such decrease in the US Loan Limit shall be allocated between each US Lender based on its US Commitment Percentage and corresponding increase in the Canadian Loan Limit shall be allocated between each Canadian Lender based on its
Canadian Commitment Percentage. 
 (c) The outstanding Revolving Loans and Commitment Percentages of Swingline Loans and LC Obligations will
be reallocated by Administrative Agent on the effectiveness of such decrease in the US Loan Limit and increase in the Canadian Loan Limit and the Lenders agree to make all payments and adjustments necessary to effect such reallocation and Borrower
Representative shall pay any and all costs required in connection with such reallocation. Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 2.4 and Administrative Agent is authorized to amend Schedule 1.1(a) to reflect the new US Commitments and Canadian
Commitments without the consent of any Lender or other Person. 
 SECTION 2.5 Settlement. 

(a) It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at all times, such
Lender’s Commitment Percentage of the outstanding Revolving Loans. Such agreement notwithstanding, Administrative Agent, Swingline Lender, and the other Lenders 

  
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agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to
the Revolving Loans, the Swingline Loans, and the Special Advances shall take place on a periodic basis in accordance with the following provisions: 

(b) Administrative Agent shall request settlement (“Settlement”) with the Lenders no less frequently than weekly, or on a more
frequent basis if so determined by Administrative Agent in its sole discretion (A) on behalf of Swingline Lender, with respect to the outstanding Swingline Loans, (B) for itself, with respect to the outstanding Special Advances, and
(C) with respect to any Credit Party’s or any of its Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no
later than 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement or, in the case of the Settlement of any Canadian BA Rate Loan or LIBOR Rate Loan no later than 2:00 p.m. on the third (3rd) Business Day immediately
prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans,
Swingline Loans, and Special Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (1) if the amount of the Revolving Loans (including Swingline Loans and Special Advances) made by a
Lender that is not a Defaulting Lender exceeds such Lender’s Commitment Percentage of the Revolving Loans (including Swingline Loans and Special Advances) as of a Settlement Date, then Administrative Agent shall, by no later than 12:00 p.m. on
the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Commitment
Percentage of the Revolving Loans (including Swingline Loans and Special Advances), and (2) if the amount of the Revolving Loans (including Swingline Loans and Special Advances) made by a Lender is less than such Lender’s Commitment
Percentage of the Revolving Loans (including Swingline Loans and Special Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to the Administrative Agent Payment
Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Commitment Percentage of the Revolving Loans (including Swingline Loans and Special Advances). Such amounts made available to
Administrative Agent under clause (2) of the immediately preceding sentence shall be in the applicable currency specified by Administrative Agent and applied against the amounts of the applicable Swingline Loans or Special Advances and,
together with the portion of such Swingline Loans or Special Advances representing Swingline Lender’s Commitment Percentage thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Administrative
Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the
applicable rate calculated in accordance with Section 6.7(a). 
 (c) In determining whether a Lender’s balance
of the Revolving Loans, Swingline Loans and Special Advances is less than, equal to, or greater than such Lender’s Commitment Percentage of the Revolving Loans, Swingline Loans and Special Advances as of a Settlement Date, Administrative Agent
shall, as part of the applicable Settlement, apply to such balance the portion of payments actually received in good funds by Administrative Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder,
and proceeds of Collateral. 
 (d) Between Settlement Dates, Administrative Agent, to the extent Special Advances or Swingline Loans are
outstanding, may pay over to Administrative Agent or Swingline Lender, as applicable, any payments or other amounts received by Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the
Revolving Loans, for application to the 

  
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Special Advances or Swingline Loans. Between Settlement Dates, Administrative Agent, to the extent no Special Advances or Swingline Loans are outstanding, may pay over to Swingline Lender any
payments or other amounts received by Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swingline Lender’s Commitment Percentage of the
Revolving Loans. If, as of any Settlement Date, payments or other amounts of any Credit Party or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swingline Lender’s Commitment Percentage of the
Revolving Loans other than to Swingline Loans, as provided for in the previous sentence, Swingline Lender shall pay to Administrative Agent for the accounts of the Lenders, and Administrative Agent shall pay to the Lenders (other than a Defaulting
Lender if Administrative Agent has implemented the provisions of Section 6.15, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have,
as of such Settlement Date, its Commitment Percentage of the Revolving Loans. During the period between Settlement Dates, Swingline Lender with respect to Swingline Loans, Administrative Agent with respect to Special Advances, and each Lender with
respect to the Revolving Loans other than Swingline Loans and Special Advances, shall be entitled to interest at the Applicable Margin or rates payable under this Agreement on the daily amount of funds employed by Swingline Lender, Administrative
Agent, or the Lenders, as applicable. 
 (e) Anything in this Section 2.5 to the contrary notwithstanding, in the
event that a Lender is a Defaulting Lender, Administrative Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in
Section 6.15. 
 SECTION 2.6 Independent Obligations. All Revolving Loans (other than Swingline Loans and
Special Advances) shall be made by the Lenders contemporaneously and in accordance with their Commitment Percentages. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make
any Revolving Loan (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender
to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder. 
 SECTION 2.7 Termination of the
Credit Facility. The Credit Facility and the Commitments shall terminate on the Maturity Date. 
 ARTICLE III 

LETTER OF CREDIT FACILITY 

SECTION 3.1 LC Commitment. 

(a) Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents and in reliance upon the
representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Lenders set forth in Section 3.4(a), the Issuing Bank agrees to issue standby letters of credit for the
account of any US Borrower or any US Restricted Subsidiary (each, a “US Letter of Credit”) or for the account of any Canadian Borrower or any Canadian Restricted Subsidiary (each, a “Canadian Letter of Credit”), in
each case on any Business Day from the Restatement Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Bank; provided, that
(i) the Issuing Bank shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (A) the LC Obligations would exceed the LC Commitment or (B) the Total Outstandings would exceed the Commitments,
(ii) the Issuing Bank shall have no obligation to issue any US Letter of Credit if, after 

  
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giving effect to such issuance, the US Outstandings would exceed the lesser of the US Commitments or the US Borrowing Base, and (iii) the Issuing Bank shall have no obligation to issue any
Canadian Letter of Credit if, after giving effect to such issuance, the Canadian Outstandings would exceed the lesser of the Canadian Commitments or the Canadian Borrowing Base. 

(b) Minimum Amounts. Each US Letter of Credit shall be denominated in Dollars in a minimum amount of $100,000, or such lesser amount as
agreed to by the Issuing Bank. Each Canadian Letter of Credit shall be denominated in Dollars or Canadian Dollar in a minimum amount of $100,000 (or the Canadian Dollar equivalent thereof), or such lesser amount as agreed to by the Issuing Bank.

 (c) Applicable Terms. Each Letter of Credit shall (i) be a standby letter of credit issued to support obligations of any
Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit
(subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Bank), which date shall be no later than the fifth (5th) Business Day
prior to the Maturity Date and (iii) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Bank and, to the extent not inconsistent therewith, the laws of the State of
New York. The Issuing Bank shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Bank or any Lender to exceed any limits imposed by, any Applicable Law. References
herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. 

(d) Existing Letters of Credit. As of the Restatement Date, each of the Existing Letters of Credit shall constitute, for all purposes of
this Agreement and the other Loan Documents, a Letter of Credit issued and outstanding hereunder. 
 (e) Defaulting Lenders.
Notwithstanding anything to the contrary contained in this Agreement, Article III shall be subject to the terms and conditions of Section 6.14 and Section 6.15. 

SECTION 3.2 Procedure for Issuance of Letters of Credit. Borrower Representative may from time to time request that the Issuing Bank
issue a Letter of Credit by delivering to the Issuing Bank at Administrative Agent’s Office a Letter of Credit Application therefor, completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other papers and
information as the Issuing Bank may request. Upon receipt of any Letter of Credit Application, the Issuing Bank shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall, subject to Section 3.1 and Article VII, promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Bank be
required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing
the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing Bank and Borrower Representative. The Issuing Bank shall (i) promptly furnish to Borrower Representative a copy of such Letter of
Credit and promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein and (ii) provide Administrative Agent such
reports with respect to any Letters of Credit issued by the Issuing Bank from time to time with such information with respect thereto as Administrative Agent may reasonably request. 

  
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 SECTION 3.3 Fees and Other Charges. 

(a) Letter of Credit Fee. Subject to Section 6.15(a)(iii)(B), the Borrowers shall pay to Administrative Agent,
for the account of the Lenders, a letter of credit fee (the “Letter of Credit Fee”) with respect to each Letter of Credit in the amount equal to the daily amount available to be drawn under such Letter of Credit times the Applicable
Margin with respect to Revolving Loans that are LIBOR Rate Loans (determined on a per annum basis). Such Letter of Credit Fee shall be payable quarterly in arrears on the first day of each calendar quarter, on the Maturity Date and thereafter on
demand of Administrative Agent. Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Bank and the Lenders all commissions received pursuant to this Section 3.3 in accordance with
their respective Commitment Percentages. 
 (b) Issuance Fee. In addition to the foregoing commission, the Borrowers shall pay to
Administrative Agent, for the account of the Issuing Bank, an issuance fee with respect to each Letter of Credit as set forth in the commitment letter dated as of September 6, 2017. Such issuance fee shall be payable quarterly in arrears on the
first day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of Administrative Agent. 

(c) Other Costs. In addition to the foregoing fees and commissions, the Borrowers shall pay or reimburse the Issuing Bank for such
normal and customary costs and expenses as are incurred or charged by the Issuing Bank in issuing, effecting payment under, amending or otherwise administering any Letter of Credit. 

SECTION 3.4 LC Participations. 

(a)    (i) US Letters of Credit. The Issuing Bank irrevocably agrees to grant and hereby grants to each US Lender,
and, to induce the Issuing Bank to issue US Letters of Credit hereunder, each US Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such US
Lender’s own account and risk an undivided interest equal to such US Lender’s Commitment Percentage in the Issuing Bank’s obligations and rights under and in respect of each US Letter of Credit issued hereunder and the amount of each
draft paid by the Issuing Bank thereunder. Each US Lender unconditionally and irrevocably agrees with the Issuing Bank that, if a draft is paid under any US Letter of Credit for which the Issuing Bank is not reimbursed in full by the Borrowers
through a Revolving Loan or otherwise in accordance with the terms of this Agreement, such US Lender shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such US Lender’s
Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. 
 (ii) Canadian Letters of
Credit. The Issuing Bank irrevocably agrees to grant and hereby grants to each Canadian Lender, and, to induce the Issuing Bank to issue Canadian Letters of Credit hereunder, each Canadian Lender irrevocably agrees to accept and purchase and
hereby accepts and purchases from the Issuing Bank, on the terms and conditions hereinafter stated, for such Canadian Lender’s own account and risk an undivided interest equal to such Canadian Lender’s Commitment Percentage in the Issuing
Bank’s obligations and rights under and in respect of each Canadian Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each Canadian Lender unconditionally and irrevocably agrees with the Issuing
Bank that, if a draft is paid under any Canadian Letter of Credit for which the Issuing Bank is not reimbursed in full by the Borrowers through a Revolving Loan or otherwise in accordance with the terms of this Agreement, such Canadian Lender shall
pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such Canadian Lender’s Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.


  
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 (b) Upon becoming aware of any amount required to be paid by any Lender to the Issuing Bank
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Bank under any Letter of Credit, the Issuing Bank shall notify each such Lender of the amount and due date of such
required payment and such Lender shall pay to the Issuing Bank the amount specified on the applicable due date. If any such amount is paid to the Issuing Bank after the date such payment is due, such Lender shall pay to the Issuing Bank on demand,
in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by Administrative Agent during the period from and including the date such payment is due to the date on which
such payment is immediately available to the Issuing Bank, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Bank with
respect to any amounts owing under this Section 3.4 shall be conclusive in the absence of demonstrable error. With respect to payment to the Issuing Bank of the unreimbursed amounts described in this
Section 3.4, if a Lender receives notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such
payment shall be due on the following Business Day. 
 (c) Whenever, at any time after the Issuing Bank has made payment under any Letter of
Credit and has received from any Lender its Commitment Percentage of such payment in accordance with this Section 3.4, the Issuing Bank receives any payment related to such Letter of Credit (whether directly from any
Borrower or otherwise), or any payment of interest on account thereof, the Issuing Bank will distribute to such Lender its Commitment Percentage thereof; provided, that in the event that any such payment received by the Issuing Bank
shall be required to be returned by the Issuing Bank, such Lender shall return to the Issuing Bank the portion thereof previously distributed by the Issuing Bank to it. 

SECTION 3.5 LC Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, each Borrower agrees to
reimburse (either with the proceeds of a Revolving Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank on each Business Day on which the Issuing Bank notifies
Borrower Representative of the date and amount of a draft paid under any Letter of Credit and Borrower Representative receives such notice prior to 2:00 p.m. on such Business Day and otherwise, on the immediately succeeding Business Day, for the
amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Bank in connection with such payment. Unless Borrower Representative shall immediately notify the Issuing
Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, Borrower Representative shall be deemed to have timely given a Borrowing request to Administrative Agent requesting that the Lenders make a
Revolving Loan as a Base Rate Loan on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Bank in connection with such payment, and the
Lenders shall make a Revolving Loan as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its
obligation to fund a Revolving Loan in accordance with this Section 3.5 to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3 or Article VII. If the Borrowers have elected to pay the amount of such
drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans in the applicable
currency which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. 

  
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 SECTION 3.6 Obligations Absolute. Each Borrower’s obligations under this Article
III (including, without limitation, the LC Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set off, counterclaim or defense to payment which any Borrower may have or have had against the
Issuing Bank or any beneficiary of a Letter of Credit or any other Person. Each Borrower also agrees that the Issuing Bank and the Lenders shall not be responsible for, and each Borrower’s LC Obligation under
Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of such Letter of Credit or any
such transferee. The Issuing Bank shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the Issuing Bank’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. Each Borrower agrees that any action taken or omitted by the Issuing Bank under
or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be binding on each Borrower and shall not result in any liability of the Issuing Bank or any Lender
to any Borrower. The responsibility of the Issuing Bank to any Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. 

SECTION 3.7 Effect of Letter of Credit Application. To the extent that any provision of any Letter of Credit Application related to any
Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply. 

ARTICLE IV 
 PAYMENTS;
PREPAYMENTS; REDUCTION IN COMMITMENTS 
 SECTION 4.1 Repayment and Prepayments. 

(a) Repayment on Termination Date. Each Borrower hereby agrees to repay the outstanding principal amount of (i) all Revolving Loans
in full on the Maturity Date and (ii) all Swingline Loans in accordance with Section 2.5 (but in any event, no later than the Maturity Date, together, in each case, with all accrued but unpaid interest thereon). 

(b) Mandatory Prepayments. 

(i) Borrowing Base. 
 (A)
If at any time the US Outstandings exceed the US Commitment, or US Outstandings exceed the lesser of the US Borrowing Base or the US Loan Limit, each US Borrower agrees to repay immediately upon notice from Administrative Agent, by payment to
Administrative Agent for the account of the US Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding US Swingline Loans, second to the principal
amount of outstanding US Revolving Loans and third, with respect to any US Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by Administrative Agent, for the benefit of the US Lenders, in
an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 11.2(b)). 

  
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 (B) If at any time the Canadian Outstandings exceed the Canadian Commitment, or Canadian
Outstandings exceed the lesser of the Canadian Borrowing Base or the Canadian Loan Limit, each Canadian Borrower agrees to repay immediately upon notice from Administrative Agent, by payment to Administrative Agent for the account of the Canadian
Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Canadian Swingline Loans, second to the principal amount of outstanding Canadian Revolving
Loans and third, with respect to any Canadian Letters of Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by Administrative Agent, for the benefit of the Canadian Lenders, in an amount equal to such
excess (such Cash Collateral to be applied in accordance with Section 11.2(b)). 
 (ii) Collections. If a
Cash Dominion Event has occurred and is continuing, all proceeds of Collateral of the US Credit Parties will be applied to prepay the Obligations of the US Credit Parties or to provide Cash Collateral for such Obligations and all proceeds of
Collateral of the Canadian Credit Parties will be applied to prepay the Obligations of the Canadian Credit Parties or to provide Cash Collateral for such Obligations, subject to Section 4.4. 

(c) Optional Prepayments. Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part, without premium or
penalty (except for any indemnification obligations payable with respect to prepayment of any LIBOR Rate Loan or Canadian BA Rate Loan prior to the expiration of the applicable Interest Period, as provided for in
Section 6.9). Each Borrower shall have the right to prepay the Revolving Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions:
(i) such Borrower (or Borrower Representative on behalf of such Borrower) shall give Administrative Agent written notice (or telephonic notice promptly confirmed in writing) (A) prior to 12:00 noon, on the date of such prepayment in the
case of US Base Rate Loans (other than Swingline Loans), (B) prior to 12:00 noon, at least one (1) Business Day before the date of such prepayment of its intent to prepay Canadian Base Rate Loans (other than Swingline Loans), (C) prior to 2:00
p.m., on the date of such prepayment of its intent to prepay Swingline Loans and (D) prior to 2:00 p.m., at least three (3) Business Days before the date of such prepayment of its intent to prepay LIBOR Rate Loan or Canadian BA Rate Loans,
which notice (in each case) shall specify the applicable Revolving Loans to be prepaid, the amount of such prepayment and the Types of Revolving Loans to be prepaid and, in the case of LIBOR Rate Loans and Canadian BA Rate Loans, the specific
Borrowing or Borrowings pursuant to which such LIBOR Rate Loans and Canadian BA Rate Loans were made; (ii) each partial prepayment of Revolving Loans (other than Swingline Loans) pursuant to this Section shall be in an aggregate principal
amount of at least the US Dollar Equivalent of $500,000 (or such lesser amount as is acceptable to Administrative Agent); provided, that, if any partial prepayment of LIBOR Rate Loans denominated in US Dollars or Canadian BA Rate
Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of such Revolving Loans made pursuant to such Borrowing to an amount less than the minimum amount thereof that may be borrowed under the terms hereof, then such
Borrowing may not be continued as a Borrowing of LIBOR Rate Loans or Canadian BA Rate Loans, as applicable (and same shall automatically be converted into a Borrowing of US Base Rate Loans in the case of LIBOR Rate Loans denominated in US Dollars
and Canadian Base Rate Loans in the case of Canadian BA Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section in respect
of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, that, at such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to
this Section 4.1, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. 

(d) Limitation on Prepayment of LIBOR Rate Loans and Canadian BA Rate Loans. No Borrower may prepay any LIBOR Rate Loan or Canadian BA
Rate Loan on any day other than on the last day of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 6.9. 

  
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 (e) Hedge Agreements. No repayment or prepayment pursuant to this
Section 4.1 shall affect any Borrower’s obligations under any Hedge Agreement. 
 SECTION 4.2 Permanent
Reduction of the Commitments. 
 (a) Voluntary Reduction. Borrowers shall have the right at any time and from time to time, upon
at least five (5) Business Days prior written notice from Borrower Representative to Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Commitment at any time or (ii) portions of the US Commitments
or Canadian Commitments, from time to time, in an aggregate principal amount not less than $2,500,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Commitments shall be applied to the Commitment of each Lender according
to its applicable Commitment Percentage. All Unused Line Fees accrued until the effective date of any termination of the Commitment shall be paid on the effective date of such termination. Notwithstanding the foregoing, any notice of voluntary
reduction delivered in connection with any refinancing of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or
incurrence and may be revoked by Borrower Representative in the event such refinancing is not consummated (provided, that, the failure of such contingency shall not relieve any Borrower from its obligations in respect thereof under
Section 6.9). Once reduced, the Commitments may not be increased other than pursuant to Section 6.13. Each such reduction of the US Commitments shall reduce the US Commitments of each Lender
proportionately in accordance with its ratable share thereof and each such reduction of the Canadian Commitments shall reduce the Canadian Commitments of each proportionately in accordance with its ratable share thereof. 

(b) Corresponding Payment. Each permanent reduction permitted pursuant to this Section 4.2 shall be
accompanied by a payment of principal sufficient to reduce the aggregate outstanding Revolving Loans, Swingline Loans and LC Obligations, as applicable, after such reduction to the Commitments as so reduced, and if the aggregate amount of all
outstanding US Letters of Credit exceeds the US Commitments as so reduced or outstanding Canadian Letters of Credit exceeds the Canadian Commitments as so reduced, the applicable Borrowers shall be required to deposit Cash Collateral in a Cash
Collateral account opened by Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with Section 11.2(b). Any reduction of the Commitment to zero shall be accompanied by
payment of all outstanding Revolving Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to Administrative Agent for all LC Obligations) and shall result in the termination of the Commitments and the Swingline Commitment and
the Credit Facility. If the reduction of the Commitment requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 6.9. 

SECTION 4.3 Manner of Payment. 

(a) Each payment by any Borrower on account of the principal of or interest on the Revolving Loans or of any fee, commission or other amounts
(including the LC Obligations) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to Administrative Agent to the Administrative Agent Payment Account for the
account of the Lenders entitled to such payment in the applicable currency, in immediately available funds and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such
day shall be deemed a payment on such date for the purposes of Section 11.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be
deemed to have been made on the next succeeding Business Day for all purposes and any applicable interest or fee shall continue to accrue until such following Business Day. 

  
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 (b) Any payments in respect of the Obligations shall be applied to Obligations denominated in the
same currency as the payments received and, at Administrative Agent’s option, thereafter to such Obligations denominated in the other currencies, if any; provided, that, Administrative Agent may, at its option (but is not
obligated to), convert such currency received to the currency in which Obligations are denominated at the Exchange Rate calculated by Administrative Agent in good faith on such date, and Borrowers shall pay the costs of such conversion (or
Administrative Agent may, at its option, charge such costs to the Loan Account of any Borrower maintained by Administrative Agent). 
 (c)
Upon receipt by Administrative Agent of each payment specified in Section 4.1(a), Administrative Agent shall distribute to each applicable Lender at its address for notices set forth herein its applicable Commitment
Percentage (or other applicable share as provided herein) of such payment and shall provide wire advice of the amount of such credit to each such Lender. Each payment to Administrative Agent on account of the principal of or interest on the
Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to Administrative Agent of the Issuing Bank’s fees or
Lenders’ commissions shall be made in like manner, but for the account of the Issuing Bank or the Lenders, as the case may be. Each payment to Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of
Administrative Agent and any amount payable to any Lender under Sections 6.9, 6.10, 6.11 or 13.3 shall be paid to Administrative Agent for the account of the applicable Lender. Subject to
Section 6.1(b)(ii), if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time
shall in such case be included in computing any interest if payable along with such payment. 
 (d) Unless Administrative Agent receives
notice from Borrower Representative prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Administrative Agent may assume that Borrowers have made (or will make) such
payment in full to Administrative Agent on such date in immediately available funds and Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the
amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Administrative Agent on the date when due, each Lender severally shall repay to Administrative Agent on demand such amount in accordance with
Section 6.7(a). 
 (e) Defaulting Lenders. Notwithstanding the foregoing clause (a), if there exists
a Defaulting Lender each payment by, or on behalf of, each Borrower to be made to such Defaulting Lender hereunder shall be applied in accordance with Section 6.15(a)(ii). 

SECTION 4.4 Apportionment and Application. 

(a) So long as no Application Event has occurred and is continuing, and except as otherwise provided herein with respect to Defaulting Lenders,
all principal and interest payments received by Administrative Agent shall be apportioned ratably among the Lenders (according to the unpaid amount of the Obligations to which such payments relate held by each Lender) entitled to such payments and
all payments of fees and expenses received by Administrative Agent (other than fees or expenses that are for Administrative Agent’s separate account or for the separate account of an Issuing Bank or as otherwise agreed by Lenders) shall be
apportioned ratably among the Lenders based on their respective Commitment Percentages with respect to the type of Obligation to which a particular fee or expense relates. Except as otherwise specifically provided herein, all payments to be made
hereunder by Credit Parties shall be remitted to Administrative Agent and all such payments, and all proceeds of Collateral received by Administrative Agent, shall be applied in accordance with the terms hereof. 

  
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 (b) At any time that an Application Event has occurred and is continuing and except as otherwise
provided herein with respect to Defaulting Lenders, all payments remitted to Administrative Agent from or on behalf of US Credit Parties, and all proceeds of Collateral of US Credit Parties received by Administrative Agent, shall be applied as
follows: 
 (i) first, to pay any expenses under the Loan Documents (other than Bank Product Agreements), and including cost or expense
reimbursements or indemnities payable by US Credit Parties then due to Administrative Agent under the Loan Documents, until paid in full; 

(ii) second, to pay any fees payable by US Credit Parties then due to Administrative Agent under the Loan Documents (other than Bank Product
Agreements) until paid in full; 
 (iii) third, to pay interest then due on US Special Advances until paid in full; 

(iv) fourth, to pay principal then due on US Special Advances until paid in full; 

(v) fifth, ratably, to pay any expenses under the Loan Documents (including cost or expense reimbursements) or indemnities payable by US
Credit Parties then due to any of the Lenders under the Loan Documents until paid in full; 
 (vi) sixth, ratably, to pay any fees payable
by US Credit Parties then due to any of the Lenders under the Loan Documents until paid in full; 
 (vii) seventh, to pay interest then due
in respect of the US Swingline Loans until paid in full; 
 (viii) eighth, ratably, to pay interest then due in respect of the US Revolving
Loans (other than US Swingline Loans and US Special Advances) until paid in full; 
 (ix) ninth, to pay the principal of all US Swingline
Loans until paid in full; 
 (x) tenth, ratably (1) to pay the principal of all US Revolving Loans whether or not then due, (2) at
any time an Event of Default exists or has occurred and is continuing, to Administrative Agent, to be held by Administrative Agent for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to
Administrative Agent, for the account of Issuing Bank, a share of each US LC Obligations), as Cash Collateral in an amount up to one hundred five percent (105%) of the US LC Obligations (such cash collateral shall be applied to the reimbursement of
any US LC Obligations as and when the disbursement occurs and, if a US Letter of Credit expires undrawn, the Cash Collateral held by Administrative Agent in respect of such US Letter of Credit shall be reapplied pursuant to this
Section 4.4(b), beginning with clause (i) hereof), and (3) to the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Administrative Agent (in form and
substance satisfactory to Administrative Agent) to be then due and payable to such Bank Product Providers on account of US Bank Product Obligations, but only up to the amount of the Bank Product Reserves then in effect with respect to such US Bank
Product Obligations until paid in full; 
 (xi) eleventh, to pay in full any other Obligations of the US Credit Parties then due (other than
Obligations arising under or pursuant to any Bank Product Obligations and Obligations owed to Defaulting Lenders); 

  
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 (xii) twelfth, ratably, to pay all Obligations of the Canadian Credit Parties then due in
accordance with clauses (i) through (xi) of this Section 4.4(b); 
 (xiii) thirteenth, ratably,
to pay in full any other Obligations (other than Obligations owed to Defaulting Lenders) then due; 
 (xiv) fourteenth, ratably to pay any
Obligations owed to Defaulting Lenders then due; and 
 (xv) fifteenth, to US Borrowers (to be wired to the Designated Account) or such
other Person entitled thereto under applicable law. 
 (c) At any time an Application Event has occurred and is continuing or as otherwise
provided herein with respect to Defaulting Lenders, all payments remitted to Administrative Agent from or on behalf of Canadian Credit Parties, and all proceeds of Canadian Collateral received by Administrative Agent, shall be applied as follows:

 (i) first, to pay any expenses under the Loan Documents (other than Bank Product Agreements), and including cost or expense
reimbursements or indemnities payable by Canadian Credit Parties then due to Administrative Agent under the Loan Documents, until paid in full; 

(ii) second, to pay any fees payable by Canadian Credit Parties then due to Administrative Agent under the Loan Documents (other than Bank
Product Agreements) until paid in full; 
 (iii) third, to pay interest then due on Canadian Special Advances until paid in full; 

(iv) fourth, to pay principal then due on Canadian Special Advances until paid in full; 

(v) fifth, ratably, to pay any expenses under the Loan Documents (including cost or expense reimbursements) or indemnities payable by Canadian
Credit Parties then due to any of the Lenders under the Loan Documents until paid in full; 
 (vi) sixth, ratably, to pay any fees payable
by Canadian Credit Parties then due to any of the Lenders under the Loan Documents until paid in full; 
 (vii) seventh, to pay interest
then due in respect of the Canadian Swingline Loans until paid in full; 
 (viii) eighth, ratably, to pay interest then due in respect of
the Canadian Revolving Loans (other than Canadian Swingline Loans and Canadian Special Advances) until paid in full; 
 (ix) ninth, to pay
the principal of all Canadian Swingline Loans until paid in full; 
 (x) tenth, ratably (1) to pay the principal of all Canadian
Revolving Loans whether or not then due, (2) at any time an Event of Default exists or has occurred and is continuing, to Administrative Agent, to be held by Administrative Agent for the benefit of Issuing Bank (and for the ratable benefit of
each of the Lenders that have an obligation to pay to Administrative Agent, for the account of Issuing Bank, a share of each Canadian LC Obligations), as Cash Collateral in an amount up to one hundred five percent (105%) of the Canadian LC
Obligations (such cash collateral shall be applied to the reimbursement of any Canadian LC Obligations as and when the disbursement occurs and, if a 

  
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Canadian Letter of Credit expires undrawn, the Cash Collateral held by Administrative Agent in respect of such Canadian Letter of Credit shall be reapplied pursuant to this
Section 4.4(c), beginning with clause (i) hereof), and (3) to the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Administrative Agent (in form and
substance satisfactory to Administrative Agent) to be then due and payable to such Bank Product Providers on account of Canadian Bank Product Obligations, but only up to the amount of the Bank Product Reserves then in effect with respect to such
Canadian Bank Product Obligations until paid in full; 
 (xi) eleventh, to pay in full any other Canadian Secured Obligations of the
Canadian Credit Parties then due (other than Obligations arising under or pursuant to any Bank Product Obligations and Obligations owed to Defaulting Lenders); 

(xii) twelfth, to pay in full any other Canadian Secured Obligations (other than Obligations owed to Defaulting Lenders or Obligations of the
US Credit Parties) then due; 
 (xiii) thirteenth, ratably to pay any Canadian Secured Obligations owed to Defaulting Lenders then due; and

 (xiv) fourteenth, to Canadian Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable
law. 
 (d) So long as no Application Event has occurred and is continuing, Section 4.4(b) shall not apply to any
payment made by any Credit Party to Administrative Agent and specified by such Credit Party (or Borrower Representative on behalf of such Credit Party) to be for the payment of specific Obligations of such Credit Party then due and payable (or
prepayable) under any provision of this Agreement or any other Loan Document. 
 (e) Administrative Agent promptly shall distribute to each
Lender, pursuant to the applicable instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.5. 

(f) For purposes of Section 4.4(b) and (c), “paid in full” of a type of Obligation means payment in
cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, fee and expense reimbursements,
whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. 
 (g) In the
event of a direct conflict between the priority provisions of this Section 4.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions
be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, if the conflict relates to the provisions of
Section 6.15 and this Section 4.4, then the provisions of Section 6.15 shall control and govern, and if otherwise, then the terms and provisions of this
Section 4.4 shall control and govern. 
 SECTION 4.5 Crediting Payments. The receipt of any payment item by
Administrative Agent shall not be required to be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Administrative Agent Payment Account or unless and until such payment
item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary
contained herein 

  
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notwithstanding, any payment item shall be deemed received by Administrative Agent only if it is received into the Administrative Agent Payment Account on a Business Day on or before 3:00 p.m. If
any payment item is received into the Administrative Agent Payment Account on a day other than a Business Day or after 3:00 p.m. on a Business Day (unless Administrative Agent, in its sole discretion, elects to credit it on the date received), it
shall be deemed to have been received by Administrative Agent as of the opening of business on the immediately following Business Day. 

SECTION 4.6 Designated Account. Administrative Agent is authorized to make the Revolving Loans, and Issuing Bank is authorized to
issue, amend or extend the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be a Responsible Officer. Borrowers agree to establish and maintain the Designated Account with the
Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Administrative Agent or the Lenders hereunder. Unless otherwise agreed by Administrative Agent and Borrower Representative or
otherwise expressly provided for herein, any Revolving Loan or Swingline Loan requested by Borrowers and made by Administrative Agent or the Lenders hereunder shall be made to the Designated Account. 

SECTION 4.7 Maintenance of Loan Account; Statements of Obligations. 

(a) Administrative Agent shall maintain an account on its books in the name of Borrowers (the “Loan Account”) on which
Borrowers will be charged with all Revolving Loans (including Special Advances and Swingline Loans) made by Administrative Agent, the Swingline Lender, or the Lenders to a Borrower or for a Borrower’s account, the Letters of Credit issued or
arranged by Issuing Bank for a Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses payable hereunder or under the other Loan Documents. In
accordance with Section 2.3(c), the Loan Account will be credited with all payments received by Administrative Agent from Borrowers or for Borrowers’ account. Administrative Agent shall make available to Borrowers
monthly statements regarding the Loan Account, including the principal amount of the Revolving Loans, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and
expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless,
within forty-five (45) days after Administrative Agent first makes such a statement available to Borrowers, Borrowers shall deliver to Administrative Agent written objection thereto describing the error or errors contained in such statement.
Any failure to so record any charge or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of demonstrable error. 

(b) Upon the request of any Lender made through Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through
Administrative Agent) a Revolving Credit Note, Canadian Revolving Credit Note and/or Swingline Note, as applicable, which shall evidence such Lender’s Revolving Loans, Canadian Revolving Loans and/or Swingline Loans, as applicable, in addition
to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. 

(c) In addition to the accounts and records referred to in clause (a) above, each Lender and Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by
Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of demonstrable error. 

  
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 SECTION 4.8 Payment Dates. Except as otherwise provided herein, (a) all interest, all
Letter of Credit Fees, and all other fees payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day of each calendar quarter, and (b) all costs and expenses payable hereunder or under any
of the other Loan Documents shall be due and payable on the earlier of (i) the first day of the month following the date on which the applicable costs or expenses were first incurred or (ii) the date on which demand therefor is made by
Administrative Agent (it being acknowledged and agreed that any charging of such costs or expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes
of this clause (b)). 
 SECTION 4.9 Manner of Payment. Borrowers hereby authorize Administrative Agent, from time to time
without prior notice to Borrowers, to charge to the Loan Account (A) on the first day of each calendar quarter, all interest accrued during the prior quarter on the Revolving Loans hereunder, (B) on the first day of each quarter, all
Letter of Credit Fees accrued or chargeable hereunder during the prior month, (C) as and when incurred or accrued, all fees and costs provided for in Section 3.3, (D) on the first day of each quarter, the Unused Line
Fee accrued during the prior quarter pursuant to Section 6.3(b), (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred or accrued, the
fronting fees and all commissions, other fees, charges and expenses provided for in Section 3.3, (G) as and when incurred or accrued, all other costs and expenses payable hereunder or under the other Loan Documents, and
(H) as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts
(including interest, fees, costs, expenses or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute
Obligations hereunder, and shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans in the applicable currency (unless and until converted into LIBOR Rate Loans or Canadian BA Rate Loans, as applicable,
in accordance with the terms of this Agreement). 
 SECTION 4.10 Joint and Several Liability of US Borrowers; Joint and Several Liability
of Canadian Borrowers. 
 (a) Each US Borrower is accepting joint and several liability hereunder and under the other Loan Documents in
consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each US Borrower and in consideration of the undertakings of the other US Borrowers to accept
joint and several liability for the Obligations. Each Canadian Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under
this Agreement, for the mutual benefit, directly and indirectly, of each Canadian Borrower and in consideration of the undertakings of the other Canadian Borrowers to accept joint and several liability for the Canadian Obligations. 

(b) Each US Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other US Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this
Section 4.10), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each US Borrower without preferences or distinction among them. Each


  
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Canadian Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Canadian Borrowers, with respect to the payment and performance of all of the Canadian Obligations (including any Canadian Obligations arising under this Section 4.10), it being the intention of the
parties hereto that all the Canadian Obligations shall be the joint and several obligations of each Canadian Borrower without preferences or distinction among them. 

(c) If and to the extent that any US Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to
perform any of the Obligations in accordance with the terms thereof, then in each such event the other US Borrowers will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full. If
and to the extent that any Canadian Borrower shall fail to make any payment with respect to any of the Canadian Obligations as and when due or to perform any of the Canadian Obligations in accordance with the terms thereof, then in each such event
the other Canadian Borrowers will make such payment with respect to, or perform, such Canadian Obligation until such time as all of the Canadian Obligations are paid in full. 

(d) The US Obligations of each US Borrower under the provisions of this Section 4.10 constitute the absolute and
unconditional, full recourse Obligations of each US Borrower enforceable against each US Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other
than this Section 4.10(d)) or any other circumstances whatsoever. The Canadian Obligations of each Canadian Borrower under the provisions of this Section 4.10 constitute the absolute and
unconditional, full recourse Canadian Obligations of each Canadian Borrower enforceable against each Canadian Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of
this Agreement (other than this Section 4.10) or any other circumstances whatsoever. 
 (e) Except as otherwise
expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Revolving Loans or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any
Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Administrative Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to
mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to,
and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or
acquiescence by Administrative Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences
whatsoever by Administrative Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition,
substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of Administrative Agent or any Lender with
respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or
regulations thereunder, which might, but for the provisions of this Section 4.10 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this
Section 4.10, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 4.10 shall not be
discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 4.10 shall not be diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or Administrative Agent or any Lender. 

  
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 (f) Each Borrower represents and warrants to Administrative Agent and Lenders that such Borrower
is currently informed of the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants
to Administrative Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the other Borrowers’ financial
condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. 
 (g) The provisions
of this Section 4.10 are made for the benefit of Administrative Agent, each member of the Lender Group, each Bank Product Provider, and their respective successors and assigns, and may be enforced by it or them from time to
time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Administrative Agent, any member of the Lender Group, any Bank Product Provider, or any of their successors or assigns first to marshal
any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the
Obligations hereunder or to elect any other remedy. The provisions of this Section 4.10 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any
payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise,
the provisions of this Section 4.10 will forthwith be reinstated in effect, as though such payment had not been made. 

(h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with
respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Administrative Agent or Lenders with respect to any of the Obligations or any collateral security therefor until such time as all
of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Administrative Agent or any member of the Lender Group hereunder or under any of the Bank Product
Agreements are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of
any Insolvency Proceeding relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or
other property, shall be made to any other Borrower therefor. 
 (i) Each Borrower hereby agrees that after the occurrence and during the
continuance of any Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If,
notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Administrative Agent, and
such Borrower shall deliver any such amounts to Administrative Agent for application to the Obligations in accordance with Section 4.4. 

ARTICLE V 
 [RESERVED] 


  
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 ARTICLE VI 

INTEREST; FEES; GENERAL LOAN PROVISIONS 

SECTION 6.1 Interest. 

(a) Interest Rate Options. Subject to the provisions of this Section 6.1, at the election of Borrower
Representative, on behalf of US Borrowers or Canadian Borrowers: 
 (i) US Revolving Loans shall bear interest at (A) the US Base Rate
plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin (provided, that, the LIBOR Rate shall not be available until three (3) Business Days after the Restatement Date unless the Borrowers
have delivered to Administrative Agent a letter in form and substance reasonably satisfactory to Administrative Agent indemnifying the Lenders in the manner set forth in Section 6.9); 

(ii) Canadian Revolving Loans (A) denominated in Canadian Dollars shall bear interest at (1) the Canadian Base Rate plus the
Applicable Margin or (2) the Canadian BA Rate plus the Applicable Margin and (B) denominated in US Dollars shall bear interest at (1) the US Base Rate plus the Applicable Margin or (2) the LIBOR Rate plus the
Applicable Margin (provided, that, the Canadian BA Rate and the LIBOR Rate shall not be available with respect to Canadian Revolving Loans unless the Borrowers have delivered to Administrative Agent, at least three (3) Business
Days prior to the Restatement Date, a letter in form and substance satisfactory to Administrative Agent indemnifying the Lenders in the manner set forth in Section 6.9); and 

(iii) any Swingline Loan shall bear interest at the applicable Base Rate plus the Applicable Margin. 

Borrower Representative, on behalf of the applicable Borrowers, shall select the rate of interest and Interest Period, if any, applicable to any Revolving Loan
at the time a Borrowing request is made pursuant to Section 2.3(a) or at the time a Notice of Conversion/Continuation is given pursuant to Section 6.2. Any Revolving Loan or any portion thereof
denominated in US Dollars as to which Borrower Representative has not duly specified an interest rate as provided herein shall be deemed a Base Rate Loan. Any Canadian Revolving Loan or any portion thereof denominated in Canadian Dollars as to which
Borrower Representative, on behalf of the Canadian Borrowers, has not duly specified an interest rate as provided herein shall be deemed a Canadian Base Rate Loan. Subject to Section 6.1(c), any LIBOR Rate Loan or Canadian
BA Rate Loan or any portion thereof as to which Borrower Representative has not duly specified an Interest Period as provided herein shall be deemed a LIBOR Rate Loan or Canadian BA Rate Loan, as applicable, with an Interest Period of one
(1) month. 
 (b) Interest Periods. In connection with each LIBOR Rate Loan or Canadian BA Rate Loan, Borrower Representative, on
behalf of the applicable Borrower, by giving notice at the times described in Section 2.3 or 6.2, as applicable, shall elect an interest period (each, an “Interest Period”) to be applicable to such
Revolving Loan, which Interest Period shall be a period of one (1), three (3), or six (6) months (and if approved by all Lenders, twelve (12) months); provided, that: 

(i) the Interest Period shall commence on the date of advance of or conversion to any LIBOR Rate Loan and, in the case of immediately
successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; 

  
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 (ii) if any Interest Period would otherwise expire on a day that is not a Business Day, such
Interest Period shall expire on the next succeeding Business Day; provided, that, if any Interest Period with respect to a LIBOR Rate Loan or Canadian BA Rate Loan would otherwise expire on a day that is not a Business Day but is a day
of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; 

(iii) any Interest Period with respect to a LIBOR Rate Loan or Canadian BA Rate Loan that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; 

(iv) no Interest Period shall extend beyond the Maturity Date; and 

(v) there shall be no more than ten (10) Interest Periods for all LIBOR Rate Loans and Canadian BA Rate Loans in effect at any time. 

(c) Default Rate. Subject to Section 11.3, (i) immediately upon the occurrence and during the continuance of
an Event of Default under Section 11.1(a), (b), (h) or (i), or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default,
(A) the Borrowers shall no longer have the option to request LIBOR Rate Loans or Canadian BA Rate Loans, (B) all outstanding LIBOR Rate Loans or Canadian BA Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess
of the rate (including the Applicable Margin) then applicable to LIBOR Rate Loans or Canadian BA Rate Loans, as applicable, until the end of the applicable Interest Period and thereafter at a rate equal to two percent (2%) in excess of the rate
(including the Applicable Margin) then applicable to (1) US Base Rate Loans in the case of LIBOR Rate Loans denominated in Dollars or (2) Canadian Base Rate Loans in the case of Canadian BA Rate Loans denominated in Canadian Dollars,
(C) all outstanding US Base Rate Loans and other US Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then
applicable to US Base Rate Loans or such other US Obligations arising hereunder or under any other Loan Document, (D) all outstanding Canadian Base Rate Loans and other Canadian Obligations arising hereunder or under any other Loan Document
shall bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to Canadian Base Rate Loans or such other Canadian Obligations arising hereunder or under any other Loan
Document, (E) letter of credit commissions and letter of credit fees shall bear interest at a rate per annum of two percent (2%) in excess of the rate that would otherwise be applicable thereto, and (F) all accrued and unpaid interest
shall be due and payable on demand of Administrative Agent. Interest shall continue to accrue on the Obligations after the filing by or against any Borrower of any petition seeking any relief in bankruptcy or Debtor Relief Law. 

(d) Interest Payment and Computation. 

(i) Interest on each Base Rate Loan shall be due and payable in arrears on the first day of each calendar quarter commencing April 1,
2018, and interest on each LIBOR Rate Loan and Canadian BA Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the end of each three
(3) month interval during such Interest Period (but in any event all interest shall be payable on the Maturity Date). All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate and all computations of
interest for Canadian Base Rate Loans and Canadian BA Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and
actual days elapsed. All other computations of fees and interest provided hereunder shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid
than if computed on the basis of a three hundred sixty-five (365)/three hundred sixty-six (366) day year). 

  
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 (ii) For greater certainty, whenever any amount is payable under this Agreement or any other
Loan Document by the Canadian Borrower as interest or as a fee which requires the calculation of an amount using a percentage per annum, each party to this Agreement acknowledges and agrees that such amount shall be calculated as of the date payment
is due without application of the “deemed reinvestment principle” or the “effective yield method” (e.g., when interest is calculated and payable monthly, the rate of interest payable per month is 1/12 of the stated rate of
interest per annum). 
 (iii) For the purposes of the Interest Act (Canada) and disclosure under such Act, whenever interest to be
paid under this Agreement is to be calculated on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days or any other period of time that is less than a calendar
year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by
either three hundred sixty-five (365) or three hundred sixty-six (366) days or such other period of time, as the case may be. 

(e) Maximum Rate. 
 (i) In
no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law, which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto. Subject to clause (ii) below, in the event that such a court determines that the Lenders have charged or received interest hereunder in excess of the highest
permissible rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at Administrative Agent’s option (i) promptly refund to the applicable Borrower any
interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the US Obligations or the Canadian Obligations, as applicable, on a pro rata basis. It is the intent
hereof that the Borrowers not pay or contract to pay, and that neither Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrowers
under Applicable Law. 
 (ii) If any provision of this Agreement or of any of the other Loan Documents would obligate the Canadian Borrower
or any other Canadian Credit Party to make any payment of interest or other amount payable to any Canadian Lender in an amount or calculated at a rate which would result in a receipt by such Canadian Lender of interest at a criminal rate (as such
terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would
not be so prohibited by law or so result in a receipt by such Canadian Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (A) firstly, by reducing the amount or rate of interest required
to be paid to such Canadian Lender on Canadian Revolving Loans, and (B) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Canadian Lender which would constitute “interest” for
purposes of Section 347 of the Criminal Code (Canada). Any amount or rate of interest referred to in this Section 6.1 shall be determined in accordance with generally accepted actuarial practices and principles as an
effective annual rate of interest over the term that the applicable Canadian Revolving Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning of “interest” (as defined in the Criminal
Code (Canada)) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be pro-rated over the period from the Restatement Date to the date set out in clause
(a) of the definition of “Maturity Date” and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for the purposes of such
determination. 

  
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 SECTION 6.2 Notice and Manner of Conversion or Continuation of Revolving Loans. 

(a) Subject to the terms hereof, Borrower Representative, on behalf of the applicable Borrower, shall have the option to (i) convert at
any time following the third (3rd) Business Day after the Restatement Date all or any portion of any outstanding US Base Rate Loans denominated in US Dollars (other than Swingline Loans) in a
principal amount equal to $2,500,000 or any whole multiple of $1,000,000 in excess thereof into one or more LIBOR Rate Loans, (ii) convert all or any portion of any outstanding Canadian Base Rate Loans in a principal amount equal to C$1,000,000
or any whole multiple of C$1,000,000 in excess thereof into one or more Canadian BA Rate Loans denominated in Canadian Dollars and (iii) upon the expiration of any Interest Period, (A) convert all or any part of its outstanding LIBOR Rate
Loans denominated in US Dollars in a principal amount equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof into US Base Rate Loans (other than Swingline Loans), (B) convert all or any part of its outstanding Canadian BA Rate Loans
denominated in Canadian Dollars in a principal amount of C$1,000,000 or a whole multiple of C$1,000,000 in excess thereof into Canadian Base Rate Loans or (C) continue such LIBOR Rate Loans denominated in US Dollars as LIBOR Rate Loans or
Canadian BA Rate Loans denominated in Canadian Dollars as Canadian BA Rate Loans. Upon any such conversion the proceeds thereof will be deemed to be applied directly on the day of such conversion to prepay the outstanding principal amount of the
Revolving Loans being converted. 
 (b) Whenever any Borrower desires to convert or continue Revolving Loans as provided above, Borrower
Representative, on behalf of the applicable Borrowers, shall give Administrative Agent irrevocable prior written notice in the form attached as Exhibit C (a “Notice of Conversion/Continuation”) not later than
12:00 noon three (3) Business Days before the day on which a proposed conversion or continuation of such Revolving Loan is to be effective specifying (A) the Revolving Loans to be converted or continued, and, in the case of any LIBOR Rate
Loan or Canadian BA Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Revolving
Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan or Canadian BA Rate Loan, as applicable; provided, that (in each case): 

(i) all LIBOR Rate Loans or Canadian BA Rate Loans comprising a Borrowing shall at all times have the same Interest Period; 

(ii) the initial Interest Period for any LIBOR Rate Loans or Canadian BA Rate Loans shall commence on the date of Borrowing of such LIBOR Rate
Loans or Canadian BA Rate Loans (including the date of any conversion thereto from a US Base Rate Loan or Canadian Base Rate Loan, as applicable) and each Interest Period occurring thereafter in respect of such LIBOR Rate Loans or Canadian BA Rate
Loans Loan shall commence on the day on which the next preceding Interest Period applicable thereto expires; 
 (iii) no Interest Period for
any Borrowing of a LIBOR Rate Loan or a Canadian BA Rate Loan denominated in US Dollars or Canadian Dollars may be selected at any time when an Event of Default is then in existence and Administrative Agent, at its option or at the request of the
Required Lenders, has notified the Borrower Representative of same; 
 (iv) no continuation or conversion shall result in a greater number
of Borrowings of LIBOR Rate Loans or Canadian BA Rate Loans than is permitted hereunder or for an amount less than the minimum borrowing amount; and 

(v) no Interest Period in respect of any Borrowing of any LIBOR Rate Loan or Canadian BA Rate Loan shall be selected that extends beyond the
Maturity Date. 

  
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 (c) If the Borrower Representative fails to deliver a timely interest rate election request or
Notice of Continuation/Conversion with respect to a LIBOR Rate Loan or Canadian BA Rate Loan prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to (i) a US Base Rate Loan, in the case of a Borrowing of Revolving Loans denominated in US Dollars, or (ii) a Canadian Base Rate Loan, in the case of a Borrowing of Revolving Loans denominated in Canadian
Dollars. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and Administrative Agent, at its option or at the request of the Required Lenders, so notifies the Borrower Representative, then, so long
as an Event of Default is continuing (i) no outstanding Borrowing of Revolving Loans denominated in US Dollars may be converted to or continued as a LIBOR Rate Loan, (ii) no outstanding Borrowing of Revolving Loans denominated in Canadian
Dollars may be converted to or continued as a Canadian BA Rate Loan, and (iii) unless repaid, (A) each LIBOR Rate Loan denominated in US Dollars shall be converted to US Base Rate Loan at the end of the Interest Period applicable thereto
and each Canadian BA Rate Loan denominated in Canadian Dollars shall be converted to a Canadian Base Rate Loan at the end of the Interest Period applicable thereto. 

SECTION 6.3 Fees. 
 (a)
Agent Fees. Borrowers shall pay to Administrative Agent, for the account of Administrative Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter. 

(b) Unused Line Fee. Borrowers shall pay to Administrative Agent, for the account of the Lenders, an unused line fee (the
“Unused Line Fee”) in an amount equal to (i) one-quarter percent (0.25%) per annum multiplied by the difference between the Canadian Loan Limit and the average amount of the Canadian
Outstandings during the immediately preceding quarter (or portion thereof), plus (ii) one-quarter percent (0.25%) per annum multiplied by the difference between the US Loan Limit and the average amount of
the US Outstandings during the immediately preceding quarter (or portion thereof), which Unused Line Fee shall be due and payable on the first day of each fiscal quarter from and after the Restatement Date and on the date on which the Obligations
are paid in full. Swingline Loans will not be considered in the calculation of the Unused Line Fee. 
 (c) Field Examination and Other
Fees. Subject to Section 9.12(c), Borrowers shall pay to Administrative Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per
day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by
Administrative Agent, and (ii) the fees or charges paid or incurred by Administrative Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus
out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any
Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Borrower’s or its Subsidiaries’ business valuation. 

(d) Other Fees. The Borrowers shall pay to the Arrangers and Administrative Agent for their own respective accounts fees in the amounts
and at the times specified in the Fee Letter. The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing by the Borrowers in the amounts and at the times so specified. 

SECTION 6.4 [Reserved]. 

SECTION 6.5 [Reserved]. 

  
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 SECTION 6.6 Sharing of Payments by Lenders. If any Lender shall, by exercising any right
of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount
of its Revolving Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 6.9, 6.10, 6.11 or 13.3) greater than its Commitment Percentage thereof as provided herein, then the Lender
receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Revolving Loans and such other obligations of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and other amounts
owing them; provided, that: 
 (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and 

(ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in
accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 6.14 or (C) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, other than to Holdings or any of
its Subsidiaries or Affiliates (as to which the provisions of this paragraph shall apply). 
 Each Credit Party consents to the foregoing and agrees, to the
extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation. 
 SECTION 6.7 Administrative
Agent’s Clawback. 
 (a) Funding by Lenders; Presumption by Administrative Agent. Unless Administrative Agent
shall have received notice from a Lender (i) in the case of US Base Rate Loans and Canadian Base Rate Loans, not later than 12:00 noon on the Funding Date of any Borrowing and (ii) otherwise, prior to the Funding Date of any Borrowing that
such Lender will not make available to Administrative Agent such Lender’s share of such Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.3(b),
4.2(b) and 5.2 and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to
Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is
made available to the applicable Borrower to but excluding the date of payment to Administrative Agent, at (A) in the case of a payment to be made by such Lender, (1) with respect to any Revolving Loan denominated in Dollars, the greater
of (x) the daily average Federal Funds Rate and (y) a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (2) with respect to any Revolving Loan denominated in Canadian
Dollars, the greater of (x) a rate equal to Administrative Agent’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or
expenses incurred by Administrative Agent as a result of the failure to deliver funds hereunder) of carrying such amount and (y) a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and
(B) in the case of a payment to be made by 

  
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such Borrower, (1) with respect to any Revolving Loan denominated in Dollars, the interest rate applicable to US Base Rate Loans and (2) with respect to any Revolving Loan denominated
in Canadian Dollars, a rate equal to Administrative Agent’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred
by Administrative Agent as a result of the failure to deliver funds hereunder) of carrying such amount. If the applicable Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative
Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to Administrative Agent, then the amount so paid shall constitute such
Lender’s Revolving Loan included in such Borrowing. Any payment by any Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent. 

(b) Payments by the Borrowers; Presumptions by Administrative Agent. Unless Administrative Agent shall have received notice from the
Borrowers prior to the date on which any payment is due to Administrative Agent for the account of the Lenders, the Issuing Bank or the Swingline Lender hereunder that the applicable Borrower will not make such payment, Administrative Agent may
assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the Issuing Bank or the Swingline Lender, as the case may be, the amount due. In such event, if
the applicable Borrower has not in fact made such payment, then each of the Lenders, the Issuing Bank or the Swingline Lender, as the case maybe, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such
Lender, Issuing Bank or the Swingline Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, (i) with respect to any US Extension of
Credit, at the greater of the Federal Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) with respect to any Canadian Extension of Credit, at a rate equal to
Administrative Agent’s aggregate marginal cost (including the cost of maintaining any required reserves or deposit insurance and of any fees, penalties, overdraft charges or other costs or expenses incurred by Administrative Agent as a result
of the failure to deliver funds hereunder) of carrying such amount. 
 (c) Nature of Obligations of Lenders Regarding Extensions of
Credit. The obligations of the Lenders under this Agreement to make the Revolving Loans and issue or participate in Letters of Credit are several and are not joint or joint and several. The failure of any Lender to make available its Commitment
Percentage of any Revolving Loan requested by any Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Revolving Loan available on the Funding Date of the Borrowing, but no
Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Revolving Loan available on the Funding Date of such Borrowing. 

SECTION 6.8 Changed Circumstances. 

(a) Circumstances Affecting LIBOR Rate or Canadian BA Rate Availability. If in connection with any request for a LIBOR Rate Loan or
Canadian BA Rate Loan or a US Base Rate Loan or Canadian Base Rate Loan, as applicable, as to which the interest rate is determined with reference to LIBOR or the Canadian BA Rate, as the case may be, or a conversion to or continuation thereof, if
for any reason (i) Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar or Canadian Dollar, as applicable, deposits are not being offered to banks in the London interbank
market for the applicable amount and Interest Period of such Revolving Loan, or in the applicable Canadian market in the case of the Canadian BA Rate, (ii) Administrative Agent shall determine (which determination shall be conclusive and
binding absent manifest error) that 

  
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reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or Canadian BA Rate or any Base Rate Loan or any
Canadian Base Rate Loan as to which the interest rate is determined with reference to LIBOR or Canadian BA Rate, as the case may be, or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent
manifest error) that the LIBOR Rate or Canadian BA Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Revolving Loans during such Interest Period, then Administrative Agent shall
promptly give notice thereof to the Borrowers. Thereafter, until Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans or Canadian BA Rate Loans, as the case may
be, and the right of any Borrower to convert any Revolving Loan to or continue any Revolving Loan as a LIBOR Rate Loan or Canadian BA Rate, as applicable, shall be suspended, and (i) in the case of LIBOR Rate Loans, each Borrower shall either
(A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Canadian BA Rate Loan, as the case may be, made to it together with accrued interest thereon (subject to
Section 6.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or Canadian BA Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan made
to it to a US Base Rate Loan or such Canadian BA Rate Loan made to it to a Canadian Base Rate Loan, as applicable, as to which the interest rate is not determined by reference to LIBOR or the Canadian BA Rate, as of the last day of such Interest
Period; or (ii) in the case of US Base Rate Loans, the interest rate shall cease to be determined by reference to LIBOR as of the last day of such Interest Period. 

(b) Laws Affecting LIBOR Rate or Canadian BA Rate Availability. In the event that any change in market conditions or any Change in Law
shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or Canadian BA Rate Loans or to continue such funding or maintaining, or to
determine or charge interest rates at the rate of interest applicable to any LIBOR Rate Loan or any Canadian BA Rate Loan, as the case may be, such Lender shall give notice of such changed circumstances to Administrative Agent and Borrower
Representative and Administrative Agent promptly shall transmit the notice to each other Lender and (i) in the case of any LIBOR Rate Loans or any Canadian BA Rate Loans as the case may be, of such Lender that are outstanding, the date
specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans or such Canadian BA Rate Loans, as the case may be, and interest upon the LIBOR Rate Loans or the Canadian BA Rate Loans, as
the case may be, of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (ii) Borrowers shall not be entitled to borrow LIBOR Rate Loans or Canadian BA Rate Loans until such Lender determines that it
would no longer be unlawful or impractical to do so. 
 SECTION 6.9 Indemnity. Each Borrower hereby indemnifies each of the Lenders
against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or Canadian BA Rate Loan made to such Borrower or from fees payable to terminate the
deposits from which such funds were obtained, but excluding loss of profit) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Revolving Loan
to such Borrower (a) as a consequence of any failure by any Borrower to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan or Canadian BA Rate Loan, (b) due to any failure of such Borrower to borrow,
continue or convert into a LIBOR Rate Loan or Canadian BA Rate Loan on a date specified therefor in a Borrowing request or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan or Canadian
BA Rate Loan made to such Borrower on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender
funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank 

  
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market or of the Canadian BA Rate Loan in the applicable market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such
Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower Representative, through Administrative Agent and shall be conclusively presumed to be correct save for
demonstrable error. 
 SECTION 6.10 Increased Costs. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate) or the Issuing Bank; 

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(f) of the definition of Excluded Taxes and (C) Connection income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

 (iii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes)
affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any of the foregoing
shall be to increase the cost to such Lender, the Issuing Bank or such other Recipient of making, converting to, continuing or maintaining any Revolving Loan (or of maintaining its obligation to make any such Revolving Loan), or to increase the cost
to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum
received or receivable by such Lender, the Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, the Issuing Bank or other Recipient, the Borrowers shall pay to any
such Lender, the Issuing Bank or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or other Recipient, as the case may be, for such additional costs incurred or reduction
suffered. 
 (b) Capital Requirements. If any Lender or the Issuing Bank determines that any Change in Law affecting such Lender or
the Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such
Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitment or Canadian Commitment, as applicable, of such Lender or
the Revolving Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or
the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding
company with respect to capital adequacy and liquidity), then from time to time upon written request of such Lender or such Issuing Bank the Borrowers shall promptly pay to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. 

  
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 (c) Certificates for Reimbursement. A certificate of a Lender, the Issuing Bank or such
other Recipient setting forth the amount or amounts necessary to compensate such Lender, the Issuing Bank, such other Recipient or any of their respective holding companies, as the case may be, as specified in clause (a) or (b) of
this Section 6.10 and delivered to the Borrowers, shall be conclusive absent demonstrable error. The Borrowers shall pay such Lender, the Issuing Bank or such other Recipient, as the case may be, the amount shown as due on
any such certificate within ten (10) days after receipt thereof. 
 (d) Delay in Requests. Failure or delay on the part of any
Lender, the Issuing Bank or such other Recipient to demand compensation pursuant to this Section 6.10 shall not constitute a waiver of such Lender’s, the Issuing Bank’s or such other Recipient’s right to
demand such compensation; provided, that the Borrowers shall not be required to compensate any Lender, the Issuing Bank or any other Recipient pursuant to this Section 6.10 for any increased costs incurred or
reductions suffered more than nine (9) months prior to the date that such Lender, the Issuing Bank or such other Recipient, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions, and
of such Lender’s, the Issuing Bank’s or such other Recipient’s intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month
period referred to above shall be extended to include the period of retroactive effect thereof). 
 SECTION 6.11 Taxes. 

(a) Issuing Bank. For purposes of this Section 6.11, the term “Lender” includes the Issuing Bank.

 (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any
Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in
accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and
withholdings applicable to additional sums payable under this Section 6.11), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(c) Payment of Other Taxes by the Credit Parties. The Credit Parties shall timely pay to the relevant Governmental Authority in
accordance with Applicable Law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes. 
 (d)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed
or asserted on or attributable to amounts payable under this Section 6.11) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower
Representative by a Recipient (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent demonstrable error. 

  
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 (e) Indemnification by the Lenders. Each Lender shall severally indemnify Administrative
Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.10(d) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent
demonstrable error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to the Lender from any other source
against any amount due to Administrative Agent under this clause (e). 
 (f) Evidence of Payments. As soon as practicable after
any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 6.11, such Credit Party shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent. 

(g) Status of Lenders. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to Borrower Representative and Administrative Agent, at the time or times reasonably requested by Borrower Representative or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower
Representative or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower Representative or Administrative Agent, shall
deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower Representative or Administrative Agent as will enable Borrower Representative or Administrative Agent to determine whether or not such Lender is
subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 6.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without limiting the
generality of the foregoing, in the event that any Borrower is a US Person: 
 (A) any Lender that is a US Person shall deliver to Borrower
Representative and Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative or Administrative Agent), executed
originals of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative or
Administrative Agent), whichever of the following is applicable: 

  
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 (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the
United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax
treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(2) executed originals of IRS Form W-8ECI; 

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, a “10-percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “US Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable; or 
 (4) to the extent a foreign
Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable, a US Tax Compliance Certificate substantially in the form of Exhibit L-2 or
Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that if the Foreign Lender is a
partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a US Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner; 
 (C) any Foreign Lender shall,
to the extent it is legally entitled to do so, deliver to Borrower Representative and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of Borrower Representative or Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction
in United States federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrower Representative or Administrative Agent to determine the withholding or deduction
required to be made; and 
 (D) if a payment made to a Lender under any Loan Document would be subject to United States federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower
Representative and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower Representative or Administrative Agent such documentation prescribed by Applicable Law (including as prescribed
by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower Representative or Administrative Agent as may be necessary for Borrower Representative and Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

  
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 Each Lender agrees that if any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower Representative and Administrative Agent in writing of its legal inability to do so; provided, that no such updating or
notification is required to be made on account of any Canadian withholding tax if no form or certification has been previously delivered for Canadian withholding tax purposes. 

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to Section 6.10 or this Section 6.11 (including by the payment of additional amounts pursuant to Section 6.10 or this
Section 6.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under Section 6.10 or this
Section 6.11 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid
over pursuant to this clause (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this clause (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (h) the payment of which would place the
indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.
This clause (h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(i) Survival. Each party’s obligations under this Section 6.11 shall survive the resignation or
replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

SECTION 6.12 Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender delivers a notice under Section 6.8(b), requests
compensation under Section 6.10, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 6.11, then such Lender shall, at the request of the Borrowers, use reasonable efforts to designate a different lending office for funding or booking its Revolving Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would permit the withdrawal of the notice under Section 6.8(b) or
(ii) would eliminate or reduce amounts payable pursuant to Section 6.10 or Section 6.11, as the case may be, in the future, and in each case, would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender delivers a notice under Section 6.8(b), requests compensation under
Section 6.10, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant


  
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to Section 6.11, and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with
Section 6.12(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.10), all of its interests, rights
(other than its existing rights to payments pursuant to Section 6.10 or Section 6.11) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that: 
 (i) the Borrowers
shall have paid to Administrative Agent the assignment fee (if any) specified in Section 13.10; 
 (ii) such
Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans and funded participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under
the other Loan Documents (including any amounts under Section 6.9) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); 

(iii) in the case of any such assignment resulting from a claim for compensation under Section 6.10 or payments
required to be made pursuant to Section 6.11, such assignment will result in a reduction in such compensation or payments thereafter; 

(iv) such assignment does not conflict with Applicable Law; and 

(v) in the case of any assignment resulting from a Lender becoming a Non- Consenting Lender, the
applicable assignee shall have consented to the applicable amendment, waiver or consent. 
 A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 

SECTION 6.13 Incremental Commitments. 

(a) At any time after the Restatement Date, Borrower Representative may by written notice to Administrative Agent (which shall promptly deliver
such notice to each Lender) elect to request one or more increases in the US Commitments or Canadian Commitments (any such increase, an “Incremental Commitment”), provided, that, (i) the total aggregate principal
amount for all such Incremental Commitments shall not (as of any date of incurrence thereof) exceed $500,000,000, (ii) the total aggregate principal amount for all such Incremental Commitments for Canadian Commitments shall not exceed $25,000,000
and (iii) the total aggregate amount for each request for Incremental Commitments shall not be less than a minimum principal amount of $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clauses (i) or
(ii), as applicable. Each such notice shall specify the date (each, an “Increase Effective Date”) on which Borrower Representative proposes that any Incremental Commitment shall be effective, which shall be a date not less
than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent (or such later date acceptable to the Administrative Agent). Upon notice to Administrative Agent, Borrower Representative may invite any
Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to Administrative Agent, Swingline Lender and each Issuing Bank to provide an Incremental Commitment (any such Person, an
“Incremental Lender”). Any proposed Incremental Lender offered or approached to provide all or a portion of any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment. 

  
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 (b) Any Incremental Commitment shall become effective as of such Increase Effective Date;
provided, that, as of the date of any such Facility Increase, and after giving effect thereto, 
 (i) Borrowers shall deliver
to Administrative Agent a certificate of each Credit Party dated as of the applicable Increase Effective Date signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party
approving or consenting to such Incremental Commitment, and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VIII and each other Loan Document shall be true
and correct in all material respects (except to the extent any such representation and warranty is already qualified by materiality or reference to a Material Adverse Effect, in which case, such representation and warranty shall be true, correct and
complete in all respects) on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty
shall have been true and correct as of such earlier date); provided, that, in connection with any Incremental Commitment the proceeds of which are substantially concurrently with the receipt thereof to be used by Holdings or any of its
Restricted Subsidiaries to finance, in whole or in part, a Permitted Acquisition, then the only representations and warranties that will be required to be true and correct as of the funding of Revolving Loans in connection therewith shall be
(A) the Specified Representations and (B) such of the representations and warranties made by or on behalf of the applicable acquired company or business (or the seller thereof) in the applicable acquisition agreement as are material to the
interests of the Lenders, but only to the extent that Holdings (or any of its Restricted Subsidiaries) has the right to terminate or elect not to perform its obligations under such acquisition agreement as a result of the inaccuracy of any such
representations or warranties in such acquisition agreement); 
 (ii) Borrowers shall have paid such fees and other compensation to
Administrative Agent and Lenders as may be agreed; 
 (iii) Borrowers shall deliver to Administrative Agent and Lenders an opinion or
opinions, in form and substance reasonably satisfactory to Administrative Agent, from counsel to Borrowers reasonably satisfactory to Administrative Agent and dated the Increase Effective Date; 

(iv) Borrowers shall have delivered such other instruments, documents and agreements as Administrative Agent may have reasonably requested;

 (v) as of the Increase Effective Date and after giving effect thereto, no Specified Event of Default shall exist or have occurred and be
continuing, provided, that, in connection with any Incremental Commitment to be used by Holdings or any of its Restricted Subsidiaries to finance, in whole or in part, a Permitted Acquisition, then the conditions set forth in this
clause (v) must only be satisfied at the time the acquisition agreement for such Permitted Acquisition is entered into; 
 (vi)
such Incremental Commitment shall be subject to obtaining additional Commitments of Lenders (whether existing Lenders or new Lenders); and 

(vii) the terms of such Incremental Commitments shall be the same as for all other Commitments and Revolving Loans (other than as to fees
payable for such Incremental Commitments). 
 (c) In no event shall the fees, interest rate and other compensation offered or paid in respect
of any Incremental Commitment have higher rates than the amounts paid and payable to the then existing Lenders in respect of their Commitments, unless the fees, interest rate and other compensation payable to the then existing Lenders are increased
to the same as those paid in connection with the Incremental Commitments, except for the initial fee payable in respect of the Incremental Commitment of a Lender. 

  
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 (d) The outstanding Revolving Loans and Commitment Percentages of Swingline Loans and LC
Obligations will be reallocated by Administrative Agent on the applicable Increase Effective Date among the Lenders (including the Incremental Lenders providing such Incremental Commitments) in accordance with their revised Commitment Percentages
and the Lenders (including the Incremental Lenders providing such Incremental Commitment) agree to make all payments and adjustments necessary to effect such reallocation and Borrower Representative shall pay any and all costs required pursuant to
Section 6.9 in connection with such reallocation as if such reallocation were a repayment. To the extent that the Incremental Lender is not a Lender immediately prior to the Increase Effective Date, such Incremental Lender
shall execute and deliver to Administrative Agent one or more Lender Joinder Agreements, which shall then be executed and delivered by Borrower Representative and Administrative Agent and if the Incremental Lender is a Lender immediately prior to
the Increase Effective Date then such Incremental Lender shall execute and deliver such other agreement as Administrative Agent may require. Such Lender Joinder Agreement or other agreement, as the case may be, shall, without the consent of any
other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provisions of this Section 6.13 and
Administrative Agent is authorized to amend Schedule 1.1(a) to reflect the new Commitment Percentages without the consent of any Lender or other Person. The Incremental Lenders shall be included in any determination of the Required Lenders or
Supermajority Lenders, as applicable, and, unless otherwise agreed, the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement. On any Increase Effective Date on which any Incremental Commitment becomes
effective, subject to the foregoing terms and conditions, to the extent that an Incremental Lender is not a Lender immediately prior to the Increase Effective Date, each Incremental Lender with an Incremental Commitment shall become a Lender
hereunder with respect to such Incremental Commitment on the Increase Effective Date. 
 SECTION 6.14 Cash Collateral. 

(a) Request. At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of
Administrative Agent, the Issuing Bank or the Swingline Lender (with a copy to Administrative Agent), the Borrowers shall Cash Collateralize the Fronting Exposure of the Issuing Bank and/or the Swingline Lender, as applicable, with respect to such
Defaulting Lender (determined after giving effect to Section 6.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender). 

(b) Grant of Security Interest. Each Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby
grants to Administrative Agent, for the benefit of the Issuing Bank and the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund
participations in respect of LC Obligations and Swingline Loans, to be applied pursuant to clause (c) below. If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than
Administrative Agent, the Issuing Bank and the Swingline Lender as herein provided (other than, to the extent agreed by Administrative Agent in its sole discretion, Permitted Liens in favor of a depository bank), or that the total amount of such
Cash Collateral is less than the amount required to be Cash Collateralized, the Borrowers will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such
deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender). 
 (c) Application. Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 6.14 or Section 6.15 in respect of Letters of Credit and Swingline Loans shall be applied to the
satisfaction of the Defaulting Lender’s obligation to fund participations in respect of LC Obligations and Swingline Loans (including, as to Cash Collateral 

  
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provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be
provided for herein, provided, that, as between Borrowers and Lenders, any such application of Cash Collateral provided by Borrowers in accordance with this Section 6.14 shall reduce the amount which would
otherwise be owing by Borrowers to the Issuing Bank in respect of the applicable LC Obligations or to the Swingline Lender in respect of the applicable Swingline Loan, as the case may be. 

(d) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of the
Issuing Bank and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to this Section 6.14 following (i) the elimination of the applicable Fronting Exposure
(including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by Administrative Agent, the Issuing Bank and the Swingline Lender that there exists excess Cash Collateral; provided,
that, subject to Section 6.15, the Person providing Cash Collateral, the Issuing Bank and the Swingline Lender may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other
obligations; and provided, further, that to the extent that such Cash Collateral was provided by any Credit Party, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents. 

SECTION 6.15 Defaulting Lenders. 

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: 
 (i)
Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and
Section 13.2. 
 (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other
amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to
Section 13.4 shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank and the Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the Issuing Bank and
the Swingline Lender with respect to such Defaulting Lender in accordance with Section 6.14; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Revolving
Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and the
Borrowers, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans and funded participations under this
Agreement and (B) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit and Swingline Loans issued under this Agreement, in accordance with
Section 6.14; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing
Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts
owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;


  
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and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if (1) such payment is a payment of the principal
amount of any Revolving Loans or funded participations in Letters of Credit or Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Revolving Loans were made or the related Letters
of Credit or Swingline Loans were issued at a time when the conditions set forth in Section 7.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and funded participations in
Letters of Credit or Swingline Loans owed to, all Non-Defaulting Lenders on a App basis prior to being applied to the payment of any Revolving Loans of, or funded participations in Letters of Credit or
Swingline Loans owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments
under the Credit Facility without giving effect to Section 6.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender
or to post Cash Collateral pursuant to this Section 6.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii) Certain Fees. 
 (A)
No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been
paid to that Defaulting Lender). 
 (B) Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to
Section 3.3 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral
pursuant to Section 6.14. 
 (C) With respect to any Commitment Fee or letter of credit commission not required to
be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the applicable Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable
to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause
(iv) below, (2) pay to each Issuing Bank and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or Swingline Lender’s Fronting
Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee. 
 (iv) Reallocation of
Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in LC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in
accordance with their respective Commitment Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (A) the conditions set forth in Section 7.2 are satisfied at
the time of such reallocation (and, unless Borrower Representative shall have otherwise notified Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and
(B) such reallocation does not cause the Commitment Percentage of the Total Outstandings of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

  
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 (v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in
clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, (A) first, prepay Swingline Loans in an amount equal to the
Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 6.14. 

(b) Defaulting Lender Cure. If the Borrowers, Administrative Agent, the Issuing Bank and the Swingline Lender agree in writing that a
Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the
Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving effect to
Section 6.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the
Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a
waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 SECTION 6.16
Holdings as Borrower Representative . Each Credit Party hereby irrevocably appoints and authorizes Holdings as the borrowing agent and attorney-in-fact for all
Borrowers (“Borrower Representative”) which appointment shall remain in full force and effect unless and until Administrative Agent shall have received prior written notice signed by each Credit Party that such appointment has been
revoked and that another Credit Party has been appointed Borrower Representative. Each Credit Party hereby irrevocably appoints and authorizes Borrower Representative (a) to provide Administrative Agent with all notices with respect to
Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by Borrower Representative shall be
deemed to be given by Borrowers hereunder and shall bind each Borrower, (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by Administrative Agent or any other member of the Lender
Group to Borrower Representative in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as Borrower Representative deems appropriate on its behalf to obtain Revolving Loans and
Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral in a combined fashion, as more fully set
forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any
Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the
continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the
Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (A) the handling of the Loan
Account and Collateral of Borrowers as herein provided, or (B) the Lender Group’s relying on any instructions of Borrower Representative; except, that, Borrowers will have no liability to Administrative Agent or its Related
Parties or Lender or its Related Parties under this Section 6.16 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or
willful misconduct of Administrative Agent or its Related Party or such Lender or its Related Party, as the case may be. 

  
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 ARTICLE VII 

CONDITIONS OF 
 CLOSING AND
BORROWING 
 SECTION 7.1 Conditions to Closing and Initial Extensions of Credit. The obligation of the Lenders to close this
Agreement, the effectiveness of the terms and conditions hereof and the making of the initial Revolving Loans or issuance or participation in the initial Letters of Credit (which include for this purpose the Revolving Loans and Existing Letters of
Credit under the Existing Loan Documents), is subject to the satisfaction of each of the following conditions: 
 (a) Executed Loan
Documents. This Agreement, a Revolving Credit Note in favor of each Lender requesting a Revolving Credit Note, a Canadian Revolving Credit Note in favor of each Canadian Lender requesting a Canadian Revolving Credit Note, a Swingline Note in
favor of the Swingline Lender (if requested thereby) and the Security Documents (other than those described in clause (e) relating to the Target Company and clause (f) of the definition thereof), together with any other
applicable Loan Documents, shall have been duly authorized, executed and delivered to Administrative Agent by the parties thereto. 
 (b)
Closing Certificates; Etc. Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to Administrative Agent: 

(i) Officer’s Certificate. A certificate from a Responsible Officer of Holdings and each Borrower to the effect that each of the
Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 7.1. 
 (ii)
Certificate of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which
it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, except in
the case of any Canadian Credit Party, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing
document of such Credit Party as in effect on the Restatement Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the
execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to the following clause (iii). 

(iii) Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its
jurisdiction of incorporation, organization or formation (or equivalent), as applicable. 
 (iv) Opinions of Counsel. Favorable
opinions of counsel to the Credit Parties addressed to Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as Administrative Agent shall request (which such opinions shall expressly
permit reliance by permitted successors and assigns of the addressees thereof). 
 (v) Perfection Certificate. A completed Perfection
Certificate dated the Restatement Date and executed by a Responsible Officer of Borrower Representative, together with all attachments contemplated thereby. 

  
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 (vi) Solvency Certificate. A solvency certificate from the chief financial officer of
Holdings, in the form attached as Exhibit I, certifying that Holdings and its Subsidiaries are, on a consolidated basis, Solvent after giving effect to the Transactions on the Restatement Date. 

(vii) Borrowing Base Certificate. A Borrowing Base Certificate from Borrower Representative. 

(viii) Borrowing Request. A Borrowing request from (A) Borrower Representative in accordance with
Section 2.3(a) and (B) if applicable, Borrower Representative, on behalf of the Canadian Borrower, in accordance with Section 4.2(a). 

(c) Personal Property Collateral. 

(i) Filings and Recordings. All (A) UCC and PPSA filings and recordations and (B) and (B) filings and recordations of short
form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (and in each case any Canadian equivalent), in each case, that are necessary or advisable to perfect the security interests of
Administrative Agent, on behalf of the US Secured Parties or the Canadian Secured Parties, as applicable, in the personal property Collateral will have been executed and/or delivered, and, to the extent applicable, be in the proper form for filing.

 (ii) Pledged Collateral. Administrative Agent shall have received (A) confirmation that original stock certificates or other
certificates evidencing the Capital Stock pledged pursuant to the Security Documents (if issued, other than certificates of “branch” subsidiaries of the Target Company that are lost or misplaced or otherwise cannot be delivered on the
Restatement Date and cannot be reissued prior to the Restatement Date after Holdings’ use of commercially reasonable efforts), together with an undated stock power for each such certificate duly executed in blank by the registered owner thereof
have been or are about to be delivered to the Term Loan Agent (or its counsel) consistent with the Intercreditor Agreement and (B) each original promissory note pledged pursuant to the Security Documents together with an undated endorsement for
each such promissory note duly executed in blank by the holder thereof. 
 (iii) Lien Search. To the extent requested at least ten
(10) Business Days prior to the Restatement Date, Administrative Agent shall have received the results of a Lien search (including, to the extent requested by Administrative Agent, a search as to judgments, pending litigation, bankruptcy, tax
and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the UCC, the PPSA and the CCQ (or applicable judicial docket), as applicable, as in effect in each jurisdiction in which
filings or recordations under the UCC, the PPSA and the CCQ (or applicable judicial docket), as applicable, should be made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things that the assets of
each such Credit Party are free and clear of any Lien (except for Permitted Liens). 
 (iv) Hazard and Liability Insurance.
Administrative Agent shall have received, in each case in form and substance reasonably satisfactory to Administrative Agent, the Acord form of evidence of commercial property insurance properly completed and the Acord form of certificate of
liability insurance properly completed. 
 (d) Financial Matters. 

(i) Financial Statements. Administrative Agent shall have received (A)(1) audited Consolidated balance sheets and related statements of
income and cash flows of Holdings and its Consolidated Subsidiaries for the three most recently completed Fiscal Years ended at least sixty (60) 

  
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days prior to the Restatement Date (it being acknowledged that Administrative Agent has previously received such financial statements for the Fiscal Years ended September 30, 2014, 2015 and
2016) and (2) unaudited Consolidated balance sheets and related statements of income and cash flows of Holdings and its Consolidated Subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after the most recent audited
financial statements delivered pursuant to clause (A)(1) above and at least forty-five (45) days prior to the Restatement Date (it being acknowledged that the Arrangers have previously received such financial statements through and
including the fiscal quarter ended June 30, 2017), (B)(1) audited combined balance sheets and related statements of income and cash flows of the Target Company for the three most recently completed Fiscal Years ended at least ninety
(90) days prior to the Restatement Date (it being acknowledged that Arrangers have previously received such financial statements for the Fiscal Years ended December 27, 2014, January 2, 2016 and December 31, 2016), and
(2) unaudited combined balance sheets and related statements of income and cash flows of the Target Company for each fiscal quarter ended after the most recent audited financial statements delivered pursuant to clause (B)(1) above and at
least forty-five (45) days prior to the Restatement Date (it being acknowledged that Arrangers have previously received such financial statements through and including the fiscal quarter ended July 1, 2017) and (C) a pro forma
Consolidated balance sheet and related pro forma Consolidated statement of income of Holdings as of, and for the twelve (12) month period ending on, the last day of the most recently completed four (4) fiscal quarter period for which
financial statements of Holdings pursuant to clause (A) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at
the beginning of such period (in the case of such income statement). 
 (ii) Payment at Closing. The Borrowers shall have paid
(A) to Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 6.3 and any other accrued and unpaid fees or commissions due hereunder, and (B) to the extent invoiced at
least three (3) calendar days prior to the Restatement Date, all reasonable and documented fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent accrued
and unpaid prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided, that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and Administrative Agent). 

(e) Miscellaneous. 
 (i)
Existing Indebtedness. On the Restatement Date and after giving effect to the consummation of the Transactions, none of Holdings or any of its Subsidiaries (including, without limitation, the Target Company) shall have (or guarantee or
provide collateral security for) any Indebtedness for borrowed money owed to, or preferred equity issued to, a Person other than Holdings or its Subsidiaries, except for (a) Indebtedness pursuant to or in respect of the Loan Documents,
(b) Permitted Surviving Debt and (c) the Series A Preferred Shares issued as part of the Restatement Date Preferred Equity Financing. 

(ii) PATRIOT Act, etc. Holdings, the Borrowers and each other Credit Party shall have provided to Administrative Agent and the Lenders,
at least five (5) Business Days prior to the Restatement Date, the documentation and other information requested by Administrative Agent in order to comply with requirements of the PATRIOT Act, Canadian AML Laws, applicable “know your
customer” and anti-money laundering rules and regulations, to the extent requested at least eleven (11) Business Days prior to the Restatement Date. 

  
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 Without limiting the generality of the provisions of the last paragraph of
Section 12.3, for purposes of determining compliance with the conditions specified in this Section 7.1, Administrative Agent and each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from
such Lender prior to the making of the initial Revolving Loans on the Restatement Date specifying its objection thereto. 
 (f)
Restatement Date Acquisition. The Restatement Date Acquisition shall have been consummated substantially contemporaneously with the initial Revolving Loans or issuance or participation in the initial Letters of Credit (which include for this
purpose the Revolving Loans and Existing Letters of Credit under the Existing Loan Documents) in accordance with the terms described in the Restatement Date Acquisition Agreement (without any amendment, modification, supplement or waiver thereof or
any consent thereunder that is material and adverse to the Arrangers or the Lenders without the prior written consent of the Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed (it being understood and agreed that
(i) any decrease in the purchase price of less than fifteen percent (15%) shall not be deemed to be material and adverse to the Lenders or the Arrangers if the amounts to be funded under this Agreement and the Term Loan Agreement are reduced by
the full amount of such decrease with such decrease to be allocated among such credit facilities as determined by the Arrangers, (ii) any decrease in the purchase price of fifteen percent (15%) or greater shall be deemed to be material and
adverse to the Lenders and Arrangers) and (iii) any increase in the purchase price of less than fifteen percent (15%) shall not be deemed to be material and adverse to the Lenders or the Arrangers if the amount of such increase is funded with
proceeds of additional equity). The Restatement Date Acquisition Agreement shall be in form and substance reasonably satisfactory to the Arrangers; provided that the Restatement Date Acquisition Agreement provided to Wells Fargo on August 23,
2017 at 5:15 p.m. Eastern Time is satisfactory in form and substance to the Arrangers. 
 (g) Restatement Date Representations. The
Restatement Date Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar language, in all
respects) on and as of the Restatement Date. 
 (h) Restatement Date Acquisition Agreement Material Adverse Effect. Except as set
forth in clause (iii) of Schedule 3.16 to the Restatement Date Acquisition Agreement (or as set forth in any other schedule to the Restatement Date Acquisition Agreement to the extent that the relevance of any fact or item or contents set forth
therein is reasonably apparent), since December 31, 2016, no Group Company (as defined in the Restatement Date Acquisition Agreement) has suffered a Restatement Date Acquisition Agreement Material Adverse Effect, and no effect, development,
event, change, state of facts, circumstance or occurrence exists that has had or would reasonably be expected to have a Restatement Date Acquisition Agreement Material Adverse Effect. 

(i) Term Loan Agreement. The Term Loan Agreement shall have been duly executed and delivered by each party thereto and shall be in full
force and effect and, concurrently with the initial Extension of Credit under this Agreement, Holdings shall receive on the Restatement Date gross proceeds from the term loans made thereunder in an aggregate principal amount of up to $970,000,000.

 (j) Restatement Date Equity Financing. Holdings shall have received gross proceeds from the Restatement Date Equity Financing in an
amount not less than $498,000,000. The Restatement Date Preferred Equity Financing shall be consummated substantially contemporaneously with the initial Extension of Credit under this Agreement and the initial loans under Term Loan Agreement in
accordance with the terms described in the Restatement Date Investment Agreement and the Series A Certificate of Designation, in each case provided to Wells Fargo and Citibank, N.A. on August 23, 2017


  
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at 6:03 p.m. Eastern Time (each without any amendment, modification, supplement or waiver thereof or any consent thereunder that is material and adverse to the Lenders or the Arrangers without
the prior written consent of the Arrangers, which consent shall not be unreasonably withheld, conditioned or delayed), it being acknowledged and agreed by the Arrangers that such Investment Agreement and Series A Certificate of Designation, and the
terms of the Series A Preferred Shares set forth therein, are satisfactory in form and substance to the Arrangers. 
 SECTION 7.2
Conditions to Subsequent Extensions of Credit. Subject to Section 6.13, the obligations of the Lenders to make the Revolving Loans or issue or participate in the Letters of Credit, if any (in each case other than the
initial Extension of Credit), or convert or continue any Revolving Loan as a LIBOR Rate Loan and/or the Issuing Bank to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant
borrowing, continuation, conversion, issuance or extension date: 
 (a) Continuation of Representations and Warranties. The
representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse
Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made on and as of such date (except for any such
representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall have been true and correct in all material respects as of such earlier date, except for any representation and warranty that is
qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall have been true and correct in all respects as of such earlier date). 

(b) No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or
conversion date with respect to such Revolving Loan or after giving effect to the Revolving Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving
effect to the issuance or extension of such Letter of Credit on such date. 
 (c) Notices. Administrative Agent shall have received a
Borrowing request or Notice of Conversion/Continuation, as applicable, from Borrower Representative in accordance with Section 2.3(a), Section 4.2 or Section 6.2, as
applicable. 
 (d) Compliance with Loan Cap and Loan Limits. After giving effect to such borrowing, continuation, conversion, issuance
or extension, (i) the Total Outstandings will not exceed the Loan Cap, (ii) the US Outstandings will not exceed the lesser of the US Loan Limit or the US Borrowing Base as then in effect, and (iii) the Canadian Outstandings will not
exceed the lesser of the Canadian Loan Limit or the Canadian Borrowing Base as then in effect. 
 (e) New Swingline Loans/Letters of
Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and
(ii) the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. 

  
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 SECTION 7.3 Post-Closing Conditions. 

(a) Within ninety (90) days after the Restatement Date (or such later date as Administrative Agent shall reasonably approve),
Administrative Agent shall have received (i) evidence that the Target Company has established a cash management system in form and substance reasonably satisfactory to Administrative Agent, provided, that the Target Company shall
be under no obligation to move its deposit accounts or cash management system to Wells Fargo Bank or any other depository institution and (ii) Control Agreements, in form and substance reasonably satisfactory to Administrative Agent, duly
executed by the applicable Credit Party, Administrative Agent and each depository bank or securities intermediary, as applicable, at which a Deposit Account or a Securities Account that is not an Excluded Account is maintained, which shall be
sufficient to, among other things, establish Control (as defined in the applicable UCC) over such Deposit Account or such Securities Account, in each case, within the time period provided for such Control Agreements set forth in
Section 9.14(a). 
 (b) Within ten (10) Business Days after the Restatement Date (or such later date as the
Administrative Agent may approve), the Administrative Agent shall have received, in each case in form and substance reasonably satisfactory to Administrative Agent, evidence of payment of all insurance premiums for the current policy year of each
policy, appropriate endorsements naming Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance, and if requested by Administrative Agent,
copies of such insurance policies. 
 (c) Borrowers shall use commercially reasonable efforts to obtain Collateral Access Agreements at
locations where there is Collateral in excess of $2,500,000 to the extent such Collateral Access Agreements have not been received prior to the Restatement Date; provided, that, to the extent there is a Landlord Reserve with respect to
any location, no Collateral Access Agreement shall be required for such location. Administrative Agent shall cooperate in good faith to respond promptly to requests in writing for changes to the form of Collateral Access Agreement that it receives
from Borrower Representative based on requests Borrower Representative receives from any lessor of the premises to be subject to such Collateral Access Agreement. Administrative Agent will be reasonable in its consideration of requests for changes
from the form of Collateral Access Agreement made by lessors of premises to be subject to such Collateral Access Agreement. 
 (d) Borrowers
shall deliver or cause to be delivered all documents and perform or cause to be performed all actions set forth on Schedule 7.3(d) within the time periods specified on Schedule 7.3(d) (or within such other time periods as the
Administrative Agent shall approve in its discretion). 
 ARTICLE VIII 

REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES 

To induce Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit
Parties hereby represent and warrant to Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, which representations and warranties shall be deemed made on the Restatement Date and as
otherwise set forth in Section 7.2, that: 
 SECTION 8.1 Organization; Power; Qualification. Each Credit
Party and each Restricted Subsidiary thereof (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and to
carry on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such
qualification and authorization except in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The jurisdictions in which each Credit Party and its Restricted
Subsidiaries are organized and qualified to do business as of the Restatement Date, and the chief executive officer of each Credit Party and each Subsidiary thereof, are described on Schedule 8.1. 

  
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 SECTION 8.2 Ownership. Each Subsidiary of each Credit Party as of the Restatement Date is
listed on Schedule 8.2. As of the Restatement Date, the capitalization of each Credit Party and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value,
described on Schedule 8.2. As of the Restatement Date, all outstanding shares of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights, except as
described in Schedule 8.2. The shareholders or other owners, as applicable, of each Credit Party (other than Holdings) and the number of shares owned by each as of the Restatement Date are described on Schedule 8.2. As of the
Restatement Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require
the issuance of Capital Stock of any Credit Party (other than Holdings) or any Subsidiary of a Credit Party, except as described on Schedule 8.2. 

SECTION 8.3 Authorization; Enforceability. 

(a) Each Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution,
delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms. 

(b) This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit
Party that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor
Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies. 

SECTION 8.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each
Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time,
the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a
Material Adverse Effect, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party, (c) conflict with, result in a breach of or
constitute a default under (1) the Term Loan Documents or (2) any other indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such
Person, which, in the case of clause (2), could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other
Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, the PPSA or the CCQ (iii) filings with the United States Copyright Office, the United States Patent
and Trademark Office and/or the Canadian Intellectual Property Office, and (iv) consents or filings made or obtained and in full force and effect. 

  
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 SECTION 8.5 Compliance with Law; Governmental Approvals. Each Credit Party and each
Restricted Subsidiary thereof (a) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of
any pending or, to its knowledge, threatened attack by direct or collateral proceeding, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its
respective properties and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority and has retained all material records and documents required
to be retained by it under Applicable Law, except in the case of each of clauses (a), (b) or (c) where the failure to have, comply, file or retain could not reasonably be expected to have a Material Adverse Effect. 

SECTION 8.6 Tax Returns and Payments. Each Credit Party and each Restricted Subsidiary thereof has duly filed or caused to be filed all
federal and state income Tax returns and all other material federal, state, provincial, territorial, local and other Tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal and
state income Taxes and all other material federal, state, local and other Taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of
which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party or Restricted Subsidiary). Such returns
accurately reflect in all material respects all liability for all applicable Taxes of the related Credit Party or Restricted Subsidiary thereof for the periods covered thereby. As of the Restatement Date, there is no ongoing audit or examination or,
to its knowledge, other investigation by any Governmental Authority of the Tax liability of any Credit Party or any Restricted Subsidiary thereof other than those set forth on Schedule 8.6. No Governmental Authority has asserted any Lien or
other claim against any Credit Party or any Restricted Subsidiary thereof with respect to unpaid Taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens). As of the Restatement Date, the charges, accruals and reserves on the
books of each Credit Party and each Restricted Subsidiary thereof in respect of federal, state, local and other Taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Restricted Subsidiary thereof and ended
prior to the Restatement Date are in the judgment of the Credit Parties adequate, and the Credit Parties do not anticipate any additional Taxes or assessments for any of such years. 

SECTION 8.7 Intellectual Property Matters. Each Credit Party and each Restricted Subsidiary thereof owns or possesses rights to use all
material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service mark, service mark rights, trade names, trade name rights, copyrights, designs and
other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no
Credit Party nor any Restricted Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations, except in each case as could not reasonably be expected to have
a Material Adverse Effect. 
 SECTION 8.8 Environmental Matters. 

(a) Except where the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the properties
owned, leased or operated by each Credit Party and each Restricted Subsidiary thereof now or in the past do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which constitute or
constituted a violation of applicable Environmental Laws; 

  
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 (b) Except where the same could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, each Credit Party and each Restricted Subsidiary thereof and such properties and all operations conducted in connection therewith are in compliance, and have been in compliance, with all applicable Environmental Laws,
and there are no Hazardous Materials at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair the fair saleable value thereof; 

(c) No Credit Party nor any Restricted Subsidiary thereof has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws that could reasonably be expected to be adversely determined and, if
adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; 
 (d) Except where
the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party or
any Restricted Subsidiary thereof in violation of, or in a manner or to a location which could reasonably be expected to give rise to liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed
of at, on or under any of such properties in violation of, or in a manner that could reasonably be expected to give rise to liability under, any applicable Environmental Laws; 

(e) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of any Credit Party, threatened, under
any Environmental Law to which any Credit Party or any Restricted Subsidiary thereof is or will be named as a potentially responsible party with respect to such properties or operations conducted in connection therewith, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Credit Party, any Restricted Subsidiary thereof or such
properties or such operations that, in each of the foregoing cases, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and 

(f) There has been no release, or to the knowledge of any Credit Party, threat of release, of Hazardous Materials at or from properties owned,
leased or operated by any Credit Party or any Restricted Subsidiary, now or in the past, nor has there been any exposure to Hazardous Materials associated with any properties, products or operations of any Credit Party or Restricted Subsidiary, in
each case, in violation of or in amounts or in a manner that could reasonably be expected to give rise to liability under Environmental Laws and that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

 SECTION 8.9 Employee Benefit Matters. 

(a) As of the Restatement Date, no Credit Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Pension
Plans, Multiemployer Plans, Canadian Pension Plans or Canadian Multiemployer Plans other than those identified on Schedule 8.9, and no Credit Party maintains or contributes to a defined benefit Canadian Pension Plan; 

(b) With respect to all Employee Benefit Plans, each Credit Party and each ERISA Affiliate is in compliance with, and, with respect to all
Multiemployer Plans, to the knowledge of each Credit Party, each Credit Party and each ERISA Affiliate is in compliance with, all applicable provisions of 

  
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ERISA and the Code, except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so
comply could not reasonably be expected to have a Material Adverse Effect. Each Credit Party and each ERISA Affiliate is in compliance with all applicable provisions of Canadian Pension Laws and the regulations and published interpretations
thereunder with respect to all Canadian Employee Benefit Plans except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, each
Employee Benefit Plan and, to the knowledge of each Credit Party, each Multiemployer Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is the subject of a favorable
opinion letter from the IRS, and each trust related to such Employee Benefit Plan and, to the knowledge of each Credit Party, each trust related to such Multiemployer Plan is exempt under Section 501(a) of the Code except for such plans that
have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied
for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer Plan except for an outstanding liability that could not reasonably be expected to have a Material Adverse Effect. No liability has been incurred by
any Credit Party which remains unsatisfied for any taxes or penalties with respect to any Canadian Employee Benefit Plan or any Canadian Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse
Effect; 
 (c) As of the Restatement Date, no Pension Plan has been terminated, nor has any Pension Plan or Canadian Pension Plan become
subject to funding based benefit restrictions under Section 436 of the Code or any Canadian Pension Law nor has any funding waiver from the IRS been received or requested with respect to any Pension Plan, nor has any Credit Party or any ERISA
Affiliate failed to make any contributions or to pay any amounts due and owing as required by Sections 412 or 430 of the Code or Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under
Sections 412 or 430 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan other than as set forth on Schedule 8.9;

 (d) Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect, no Credit Party nor, with respect to clauses (ii), (iii), and (iv) hereof, any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction described in
Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed
to make a required contribution or payment to a Multiemployer Plan or a Canadian Multiemployer Plan, (iv) failed to make a required installment or other required payment under Sections 412 or 430 of the Code or (v) failed to make a
required installment to a Canadian Employee Benefit Plan or other required payment under Canadian Pension Laws or its Canadian Employee Benefit Plans; 

(e) No Termination Event has occurred or is reasonably expected to occur; and 

(f) Except where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to its knowledge, threatened concerning or involving (i) any
employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party or any ERISA Affiliate, (ii) any Pension Plan or Canadian Pension Plan or (iii) to the knowledge of any
Credit Party, any Multiemployer Plan or any Canadian Multiemployer Plan. 

  
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 SECTION 8.10 Margin Stock. No Credit Party nor any Restricted Subsidiary thereof is
engaged in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of
the Federal Reserve System). No part of the proceeds of any of the Revolving Loans or Letters of Credit will be used for purchasing or carrying margin stock in contravention of, or for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X of such Board of Governors. Following the application of the proceeds of each Extension of Credit, not more than twenty-five percent (25%) of the value of the assets (either of any Borrower only or of Holdings
and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 10.2 or Section 10.5 or subject to any restriction contained in any agreement or instrument between any Borrower
and any Lender or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”. 

SECTION 8.11 Investment Company. No Credit Party nor any Restricted Subsidiary thereof is an “investment company” or a
company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act of 1940). 

SECTION 8.12 Employee Relations. As of the Restatement Date, no Credit Party or any Restricted Subsidiary thereof is party to any
collective bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 8.12. No Credit Party knows of any pending, threatened or contemplated strikes, work stoppage or
other collective labor disputes involving its employees or those of its Restricted Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

SECTION 8.13 Burdensome Provisions. The Credit Parties and their respective Restricted Subsidiaries do not presently anticipate that
future expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect. No Subsidiary (other than an Excluded Subsidiary or Unrestricted
Subsidiary) is party to any agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect of its Capital Stock to Holdings or any of
its Restricted Subsidiaries or to transfer any of its assets or properties to Holdings or any of its Restricted Subsidiaries in each case other than existing under or by reason of the Loan Documents or Applicable Law. 

SECTION 8.14 Financial Statements. The audited and unaudited financial statements delivered pursuant to
Section 7.1(e)(i) are complete and correct and fairly present in all material respects, on a Consolidated basis, the assets, liabilities and financial position of Holdings and its Subsidiaries or the Target Company, as the
case may be, as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and
the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all material indebtedness and
other material liabilities, direct or contingent, of Holdings and its Subsidiaries or the Target Company, as the case may be, as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to
the extent required to be disclosed under GAAP. The projections delivered pursuant to Section 6.2(f)(ii) and the pro forma financial statements delivered pursuant to Section 7.1(e)(ii) were
prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions except that such financial projections and statements shall be subject to normal year end
closing and audit adjustments. 

  
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 SECTION 8.15 No Material Adverse Change. Since September 30, 2017, there has been no
material adverse change in the properties, business, operations or condition (financial or otherwise) of Holdings and its Subsidiaries and no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be
expected to have a Material Adverse Effect. 
 SECTION 8.16 Solvency. Each Borrower is Solvent and the Credit Parties, on a
Consolidated basis, are Solvent. 
 SECTION 8.17 Title to Property. As of the Restatement Date, the real property listed on
Schedule 8.17 constitutes all of the real property that is owned, leased, subleased or used by any Credit Party or any of its Restricted Subsidiaries. Each Credit Party and each Restricted Subsidiary thereof has good title to the real
property owned or leased by it as is necessary or desirable to the conduct of its business and valid and legal title to all of its personal property and assets, except to the extent that the failure to do so could not reasonably be expected to have
a Material Adverse Effect. 
 SECTION 8.18 Litigation. There are no actions, suits or proceedings pending nor, to its knowledge,
threatened against or in any other way relating adversely to or affecting any Credit Party or any Restricted Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental
Authority that could reasonably be expected to have a Material Adverse Effect. 
 SECTION 8.19 OFAC; Sanctions; Anti-Corruption Laws;
Anti-Money Laundering Laws. No Credit Party or any of its Subsidiaries is in violation of any Sanctions. No Credit Party nor any of its Subsidiaries nor, to the knowledge of such Credit Party, any director, officer, employee, agent or Affiliate
of such Credit Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has any assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or
Sanctioned Entities. Each of the Credit Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the
Credit Parties and its Subsidiaries, and to the knowledge of each such Credit Party, each director, officer, employee, agent and Affiliate of each such Credit Party and each such Subsidiary, is in compliance in all material respects with all
Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned
Person or a Sanctioned Entity, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or
entity participating in any transaction). 
 SECTION 8.20 Absence of Defaults. No event has occurred or is continuing (a) which
constitutes a Default or an Event of Default, or (b) which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by any Credit Party or any Subsidiary thereof under any
judgment, decree or order to which any Credit Party or any Subsidiary thereof is a party or by which any Credit Party or any Subsidiary thereof or any of their respective properties may be bound or which would require any Credit Party or any
Subsidiary thereof to make any payment thereunder prior to the scheduled maturity date therefore that, in any case under this clause (b), could, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. 
 SECTION 8.21 Senior Indebtedness Status. The Obligations of each Credit Party under this Agreement and each of the other
Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness of each such Person and is designated as “Senior Indebtedness” under all instruments and documents, now or in the
future, relating to all Subordinated Indebtedness of such Person. 

  
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 SECTION 8.22 Investment Bankers’ and Similar Fees. No Credit Party has
any obligation to any Person in respect of any finders’, brokers’, investment banking or other similar fee in connection with any of the Transactions. 

SECTION 8.23 Disclosure. No financial statement, material report, material certificate or other material information furnished (whether
in writing or orally) by or on behalf of any Credit Party or any Subsidiary thereof to Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated information, such
information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
 SECTION 8.24 Material
Contracts. Schedule 8.24 sets forth all Material Contracts to which any Credit Party is a party or is bound as of the Restatement Date. The Credit Parties have delivered true, correct and complete copies of such Material Contracts to
Administrative Agent on or before the Restatement Date. 
 SECTION 8.25 Acquisition. 

(a) As of the Restatement Date, (i) to the best knowledge of each Credit Party, none of the parties to any Restatement Date Acquisition
Document is in default of any of its material obligations under such Restatement Date Acquisition Document, (ii) all written information with respect to the Acquisition and the business and assets to be acquired in connection with the
Restatement Date Acquisition furnished to Administrative Agent by any Credit Party or on behalf of any Credit Party, taken as a whole, was, at the time the same were so furnished, complete and correct in all material respects, and (iii) after
giving effect to the transactions on the Restatement Date contemplated by this Agreement, the Restatement Date Acquisition Agreement and the other Restatement Date Acquisition Documents and Loan Documents, Holdings and its Restricted Subsidiaries
will have good title to the assets to be purchased pursuant to the Restatement Date Acquisition Documents, free and clear of all Liens other than Permitted Liens. 

(b) As of the Restatement Date, (i) the Credit Parties have delivered to Administrative Agent a complete and correct copy of each
Restatement Date Acquisition Document, including all schedules and exhibits thereto, (ii) such Restatement Date Acquisition Documents sets forth the entire agreement and understanding of the parties thereto relating to the subject matter
thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby and (iii) the Restatement Date Acquisition Documents are effective in accordance with their respective terms.

 SECTION 8.26 Location of Inventory. In each case except to the extent disclosed to Administrative Agent pursuant to
Section 9.18, the Inventory of the Borrowers is not stored with a bailee, warehouseman, or similar party and is located only at, or in-transit between, the locations identified on
Schedule 1.1(e) or 1.1(f) or as otherwise disclosed to Administrative Agent in accordance with Section 9.18. 

  
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 SECTION 8.27 Eligible Accounts. As to each Account that is identified by Borrowers as an
Eligible Account in a Borrowing Base Certificate submitted to Administrative Agent, such Account is (a) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of
services to such Account Debtor in the ordinary course of the business of the applicable Borrower, (b) owed to a Borrower without any right of return except in the ordinary course of the business of such Borrower consistent with its practices
and policies and without any known material defenses, disputes, offsets or counterclaims other than as reported to Administrative Agent in accordance with the Loan Documents, and (c) not excluded as ineligible by virtue of one or more of the
excluding criteria set forth in the definition of Eligible Accounts. 
 SECTION 8.28 Eligible Inventory. As to each item of Inventory
that is identified by Borrowers as Eligible Inventory in a Borrowing Base Certificate submitted to Administrative Agent, such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by
virtue of one or more of the excluding criteria set forth in the definition of Eligible Inventory. 
 ARTICLE IX 

AFFIRMATIVE COVENANTS 

Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash,
all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Commitments terminated, each Credit Party will, and will cause each of its Restricted Subsidiaries to: 

SECTION 9.1 Financial Statements and Budgets. Deliver to Administrative Agent, in form and detail satisfactory to Administrative Agent
(which shall promptly make such information available to the Lenders in accordance with its customary practice): 
 (a) Annual Financial
Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ended September 30, 2018), (i) an audited Consolidated balance sheet of Holdings and its
Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of
the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles
and practices during the year, together with a management discussion and analysis and (ii) if applicable, the related Restricted Group Reconciliation Statement. Such annual financial statements shall be audited by an independent certified
public accounting firm of recognized national standing reasonably acceptable to Administrative Agent, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing
standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the scope of such audit. 

(b) Quarterly Financial Statements. As soon as practicable and in any event within forty-five (45) days after the end of the first
three (3) fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ended March 31, 2018), an unaudited Consolidated balance sheet of Holdings and its Subsidiaries as of the close of such fiscal quarter and unaudited
Consolidated statements of income, retained earnings and cash flows, together with a management discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the
notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the 

  
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end of and for the corresponding period in the preceding Fiscal Year and prepared by Holdings in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial
position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of Holdings to present fairly in all material respects the financial condition
of Holdings and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of Holdings and its Subsidiaries for the respective periods then ended, subject to normal
year-end adjustments and the absence of footnotes (and if applicable, the related Restricted Group Reconciliation Statement); provided, that, if a Default or Event of Default shall have occurred
and be continuing, for each fiscal month ending thereafter until no Default or Event of Default shall have occurred and be continuing, in addition, as soon as practicable and in any event within thirty (30) days after the end of each such
fiscal month, an unaudited Consolidated balance sheet of Holdings and its Subsidiaries as of the close of such fiscal month and unaudited Consolidated statements of income, retained earnings and cash flows for such fiscal month. 

(c) Annual Business Plan and Budget. As soon as practicable and in any event within forty- five (45) days after the end of each
Fiscal Year (commencing with the Fiscal Year ended September 30, 2018), a business plan and operating and capital budget of Holdings and its Subsidiaries for the ensuing four (4) fiscal quarters, such plan to be prepared in accordance with
GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenant
set forth in Section 10.13, accompanied by a certificate from a Responsible Officer of Holdings to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of
delivery of such budget) of the financial condition and operations of Holdings and its Subsidiaries for such period. 
 SECTION 9.2
Certificates; Other Reports. Deliver to Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice): 

(a) at each time financial statements are delivered pursuant to Sections 9.1(a) or (b) and at such other times as
Administrative Agent shall reasonably request, a duly completed Compliance Certificate signed by a Responsible Officer of Borrower Representative; 

(b) twenty (20) days after the end of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Day), a
certificate in the form of Exhibit G (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close of business as of the last day of the immediately preceding fiscal month, each Borrowing Base Certificate to be
certified as complete and correct by a Responsible Officer of Borrower Representative; provided, that, (i) at any time that Adjusted Excess Availability is less than the greater of (A) fifteen percent (15.0%) of the Loan Cap
and (B) $135,000,000 for any five (5) consecutive Business Days or an Event of Default exists or has occurred and is continuing, at the election of Administrative Agent, or at the direction of Required Lenders, such Borrowing Base Certificate
shall be delivered on Wednesday of each week (or, if such day is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Friday and (ii) Borrower Representative may from time to time,
at its option, elect to deliver a Borrowing Base Certificate weekly, provided, that, in such event, Borrower Representative shall continue to provide a weekly Borrowing Base Certificate for not less than the next four
(4) consecutive weeks; 
 (c) the financial and collateral reports described on Schedule 9.2 hereto, at the times set forth in
such Schedule; 

  
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 (d) promptly after the assertion or occurrence thereof, notice of any action or proceeding
against or of any noncompliance by any Credit Party or any Restricted Subsidiary thereof with any Environmental Law that could (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any owned Property, in each case with
an individual fair market value greater than $3,000,000, described on Schedule 8.17 to be subject to any material restrictions on ownership, occupancy, use or transferability under any Environmental Law; 

(e) promptly, and in any event within five (5) Business Days after receipt thereof by any Credit Party or any Restricted Subsidiary
thereof, copies of each notice or other correspondence (other than comment letters and similar correspondence) received from the SEC (or comparable agency in any applicable non-US jurisdiction) concerning any
investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Restricted Subsidiary thereof; 

(f) promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations (including, without limitation, the PATRIOT Act and Canadian AML Laws), as from time to time reasonably requested by Administrative Agent or any Lender; 

(g) promptly upon the execution and delivery thereof copies of all amendments, consent letters, waivers or modifications under or with respect
to any Term Loan Documents and any 2015 Senior Note Documents; and 
 (h) such other information regarding the operations, business affairs
and financial condition of any Credit Party or any Restricted Subsidiary thereof as Administrative Agent or any Lender (acting through Administrative Agent) may reasonably request. 

Documents required to be delivered pursuant to Section 9.1(a) or (b) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on
the Internet at the website address listed in Section 13.1; or (ii) on which such documents are posted on Holdings’ behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent
have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided, that: (i) Holdings and Borrower Representative shall deliver paper copies of such documents to Administrative Agent or
any Lender that requests Holdings and Borrower Representative to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (ii) Holdings and Borrower Representative
shall notify Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions of such documents. Except for such Compliance
Certificates, Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings and Borrower Representative
with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. 

Each of Holdings and the Borrowers hereby acknowledges that (a) Administrative Agent and/or the Left Lead Arranger will make available to the Lenders and
the Issuing Bank materials and/or information provided by or on behalf of Holdings and the Borrowers hereunder (collectively, “Credit Party Materials”) by posting the Credit Party Materials on Debt Domain, IntraLinks, SyndTrak
Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to Holdings, any Borrower, their Affiliates or their respective securities) (each, a “Public Lender”). Holdings and the Borrowers hereby agree that so long
as Holdings or any Borrower is the issuer of any 

  
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outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable
efforts to identify that portion of the Credit Party Materials that may be distributed to the Public Lenders and that (w) all such Credit Party Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means
that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Credit Party Materials “PUBLIC,” Holdings and the Borrowers shall be deemed to have authorized Administrative Agent, the Left Lead
Arranger, the Issuing Bank and the Lenders to treat such Credit Party Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to Holdings,
any Borrower, their Affiliates or their respective securities for purposes of United States Federal and state securities laws (provided, that, to the extent such Credit Party Materials constitute Information, they shall be treated as
set forth in Section 13.11); (y) all Credit Party Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Administrative
Agent and the Left Lead Arranger shall be entitled to treat any Credit Party Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding
the foregoing, Holdings and the Borrowers shall be under no obligation to mark any Credit Party Materials “PUBLIC”. 
 SECTION 9.3
Notice of Litigation and Other Matters . Promptly (but in no event later than ten (10) days after any Responsible Officer of any Credit Party or any Restricted Subsidiary thereof obtains knowledge thereof) notify Administrative Agent in
writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice): 
 (a) the
occurrence of any Default or Event of Default; 
 (b) the commencement of any proceeding or investigation by or before any Governmental
Authority and any action or proceeding in any court or before any arbitrator against or involving any Credit Party or any Restricted Subsidiary thereof or any of their respective properties, assets or businesses in each case that could reasonably be
expected to be adversely determined and, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 
 (c)
any notice of any violation of law received by any Credit Party or any Restricted Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of or liability under Environmental Laws which in any such
case could reasonably be expected to have a Material Adverse Effect; 
 (d) any labor controversy that has resulted in, or threatens to
result in, a strike or other work action against any Credit Party or any Restricted Subsidiary thereof which could reasonably be expected to have a Material Adverse Effect; 

(e) any attachment, judgment, lien, levy or order, in each case as issued by a Governmental Authority, exceeding the Threshold Amount that may
be assessed against any Credit Party or any Restricted Subsidiary thereof; 
 (f) (i) any unfavorable determination letter from the IRS,
or with respect to a Multiemployer Plan, any notice from a Multiemployer Plan regarding any unfavorable determination letter from the IRS, regarding the qualification of an Employee Benefit Plan or Multiemployer Plan under Section 401(a) of the
Code (along with a copy thereof), (ii) any notice received by any Credit Party or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or Canadian Pension Plan or to have a trustee appointed to administer any Pension Plan or
Canadian Pension Plan, (iii) any notice received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan or Canadian Multiemployer Plan sponsor evidencing the imposition of material withdrawal liability pursuant to
Section 4202 of ERISA or any 

  
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other Applicable Law and (iv) any notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA, or any notice of intent to
terminate any Canadian Pension Plan under Canadian Pension Laws or otherwise that, in each case, is filed with the PBGC or other Governmental Authority applicable to Canadian Pension Plans by any Credit Party or any ERISA Affiliate or otherwise
received by any Credit Party or any ERISA Affiliate; 
 (g) Liens for taxes, assessments and other governmental charges or levies at such
time as the aggregate amount thereof exceed $1,500,000 (other than any such taxes, assessments and other governmental charges or levies that are (i) not yet due or as to which the period of grace, if any, related thereto has not expired, or
(ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP); 

(h) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business at such time as the aggregate amount thereof exceeds $1,500,000 (other than claims which are not overdue for a period of more than thirty (30) days, or if more than thirty (30) days overdue, no action has
been taken to enforce such claims and such claims are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP or claims that do not, individually or in the aggregate, materially
impair the use thereof in the operation of the business of Holdings or any of its Restricted Subsidiaries); and 
 (i) any other development
that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Each notice pursuant to
Section 9.3 shall be accompanied by a statement of a Responsible Officer of Holdings and Borrower Representative setting forth details of the occurrence referred to therein and stating what action Holdings and the Borrowers
have taken and proposes to take with respect thereto. Each notice pursuant to Section 9.3(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

 SECTION 9.4 Preservation of Corporate Existence and Related Matters. Except as permitted by
Section 10.4, preserve and maintain its separate corporate existence and all material rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign
corporation or other entity and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect. 

SECTION 9.5 Maintenance of Property and Licenses. 

(a) In addition to the requirements of any of the Security Documents, (i) protect and preserve all Properties necessary in and material to
its business, including copyrights, patents, trade names, service marks and trademarks; (ii) maintain in good working order and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and personal property;
and (iii) from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such Property necessary for the conduct of its business, so that the business carried on in connection therewith may be
conducted in a commercially reasonable manner, in the case of each of the foregoing clauses (i), (ii) and (iii), except as such action or inaction would not reasonably be expected to result in a Material Adverse Effect. 

(b) Maintain, in full force and effect in all material respects, each and every license, permit, certification, qualification, approval or
franchise issued by any Governmental Authority (each a “License”) required for each of them to conduct their respective businesses as presently conducted, except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect. 

  
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 SECTION 9.6 Insurance. Maintain insurance with financially sound and reputable insurance
companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security Documents (including, without limitation, hazard and
business interruption insurance). Subject to Section7.3, all such insurance shall (a) provide that no cancellation thereof shall be effective until at least thirty (30) days after receipt by Administrative Agent of written notice
thereof, (b) name Administrative Agent as an additional insured party thereunder, and (c) in the case of each casualty insurance policy, name Administrative Agent as lender’s loss payee. On the Restatement Date and from time to time
thereafter deliver to Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration
thereof and the properties and risks covered thereby, including any endorsements required pursuant to the foregoing requirements of this Section 9.6. 

SECTION 9.7 Accounting Methods and Financial Records. Maintain a system of accounting, and keep proper books, records and accounts
(which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in material compliance with the regulations of any Governmental
Authority having jurisdiction over it or any of its Properties. 
 SECTION 9.8 Payment of Taxes and Other Obligations. Pay and
perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its Property and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices,
except where the failure to pay or perform such items described in clauses (a) or (b) of this Section 9.8 could not reasonably be expected to have a Material Adverse Effect. 

SECTION 9.9 Compliance with Laws and Approvals. Observe and remain in compliance, and enforce policies and procedures designed to
provide for compliance, with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect. 
 SECTION 9.10 Environmental Laws. In addition to and without limiting the generality of
Section 9.9, (a) in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, comply with, and ensure such compliance by all tenants and subtenants with all applicable
Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws, (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, and (c) defend, indemnify and hold harmless Administrative Agent and the Lenders, and their
respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown,
contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of Holdings or any such
Subsidiary, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor, as determined by a court of competent jurisdiction by final
nonappealable judgment. 

  
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 SECTION 9.11 Compliance with ERISA. In addition to and without limiting the generality of
Section 9.9, (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of ERISA and the Code
with respect to all Employee Benefit Plans and the Canadian Pension Laws, (ii) not take any action or fail to take action the result of which could reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan or a
Canadian Multiemployer Plan (other than liability for premiums to the PBGC that are due but not delinquent or benefit accruals) made in the ordinary course of business, and (iii) not participate in any prohibited transaction that could result
in any civil penalty under ERISA or tax under the Code and (b) furnish to Administrative Agent upon Administrative Agent’s request, such additional information about any Employee Benefit Plan or Canadian Employee Benefit Plan and, to the
extent available to any Credit Party or ERISA Affiliate, any Multiemployer Plan, as may be reasonably requested, with respect to the manner and content, by Administrative Agent. No Credit Party shall establish any new defined benefit Canadian
Pension Plan. 
 SECTION 9.12 Visits, Inspections, Field Examinations and Appraisals. 

(a) Permit representatives of Administrative Agent, from time to time upon prior reasonable notice and at such times during normal business
hours, all at the expense of Borrowers, to visit and inspect any Credit Party’s properties; inspect, audit and make extracts from any Credit Party’s books, records and files, including, but not limited to, management letters prepared by
independent accountants, to the extent consented to by such independent accountants; and discuss with any Credit Party’s principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of
operations and business prospects (provided, that, the Borrowers may, if they choose, be present at or participate in any such discussions); provided, that, excluding any such visits and inspections during the
continuation of an Event of Default or, at the request of Borrower Representative, in connection with a Permitted Acquisition, and without limitation of the rights of Administrative Agent to conduct, or cause to be conducted, field examinations and
appraisals as provided below, (i) Administrative Agent shall not exercise such rights more often than once during any Fiscal Year and (ii) upon the occurrence and during the continuance of an Event of Default, Administrative Agent may do
any of the foregoing at the expense of the Borrowers as often as may be reasonably necessary, at any time during normal business hours and without advance notice. 

(b) Upon the request of Administrative Agent after reasonable prior notice, permit Administrative Agent or professionals (including investment
bankers, consultants, accountants, and lawyers) retained by Administrative Agent to conduct commercial finance examinations and other evaluations, including, without limitation, of (i) Borrower Representative’s practices in the computation
of the Borrowing Base and (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves. The Credit Parties shall pay the reasonable and
documented fees and expenses of Administrative Agent and such professionals with respect to such examinations and evaluations, provided, that, Administrative Agent may conduct, or cause to be conducted, (i) no more than one
(1) field examination in any twelve (12) month period at the expense of the Borrowers so long as Adjusted Excess Availability is not less than the greater of (A) fifteen percent (15.0%) of the Loan Cap or (B) $135,000,000 during such
twelve (12) months, and (ii) not more than two (2) field examinations in any twelve (12) month period at the expense of the Borrowers if at any time Adjusted Excess Availability during such twelve (12) months is less than or
equal to the greater of (A) fifteen percent (15.0%) of the Loan Cap or (B) $135,000,000. Notwithstanding the foregoing, Administrative Agent may cause additional field examinations to be done 

  
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(A) at any time at its own expense, upon reasonable prior notice to Borrower Representative and during normal business hours with the good faith cooperation of Borrowers and Administrative Agent
so as to minimize any disruption of the Borrowers’ business, (B) if an Event of Default shall have occurred and be continuing, at the expense of the Borrowers and without advance notice, (C) if and to the extent (and only to the
extent) required by Applicable Law or (D) in connection with a Permitted Acquisition, at the expense of the Borrowers, which field examination shall not be considered for purposes of the limitations on field examinations at the expense of
Borrowers set forth herein; provided, that, any such field examination in connection with a Permitted Acquisition shall only be conducted upon the request of Borrower Representative. 

(c) Upon the request of Administrative Agent after reasonable prior notice, permit Administrative Agent or professionals (including appraisers)
retained by Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Credit Parties shall pay the reasonable and documented fees and expenses of Administrative Agent
and such professionals with respect to such appraisals, provided, that, Administrative Agent may obtain, (i) no more than one (1) appraisal of inventory in any twelve (12) month period at the expense of the Borrowers so
long as Adjusted Excess Availability is not less than the greater of (A) fifteen percent (15.0%) of the Loan Cap or (B) $135,000,000 during such twelve (12) months, and (ii) not more than two (2) appraisals in any twelve
(12) month period at the expense of the Borrowers if at any time Adjusted Excess Availability during such twelve (12) months is less than or equal to the greater of (A) fifteen percent (15.0%) of the Loan Cap or (B) $135,000,000.
Notwithstanding the foregoing, Administrative Agent may cause additional appraisals to be done (A) at any time at its own expense upon reasonable prior notice to Borrower Representative and during normal business hours with the good faith
cooperation of Borrowers and Administrative Agent so as to minimize any disruption of the Borrowers’ business, (B) if an Event of Default shall have occurred and be continuing, at the expense of the Borrowers and without advance notice,
(C) if and to the extent (and only to the extent) required by Applicable Law or (D) in connection with a Permitted Acquisition, at the expense of the Borrowers, which appraisal shall not be considered for purposes of the limitations on
field examinations at the expense of Borrowers set forth herein; provided, that, any such appraisal in connection with a Permitted Acquisition shall only be conducted upon the request of Borrower Representative. 

SECTION 9.13 Lender Meetings. Upon the request of Administrative Agent or the Required Lenders, participate in a meeting of
Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the corporate offices of Holdings and Borrower Representative (or such other location as may be agreed to by Holdings, Borrower Representative and
Administrative Agent) at such time as may be agreed by Holdings, Borrower Representative and Administrative Agent. 
 SECTION 9.14 Cash
Management. 
 (a) Each Credit Party shall establish and maintain, at its expense, Deposit Accounts and cash management services of a
type and on terms, and with the banks, set forth on Schedule 9.14(a) and, subject to Section 9.14(d) below, such other banks as such Credit Party may hereafter select (such other banks, together with the banks set
forth on Schedule 9.14(a), collectively, the “Cash Management Banks” and individually, a “Cash Management Bank”); provided, that the Target Company shall be under no obligation to move its
deposit accounts or cash management system to Wells Fargo Bank or any other depository institution. In accordance with Section 7.3, each Credit Party shall deliver, or cause to be delivered to Administrative Agent, a
Control Agreement with respect to each of its Deposit Accounts duly authorized, executed and delivered by and among each Cash Management Bank where a Deposit Account is maintained, the applicable Credit Party and Administrative Agent;
provided, that, Credit Parties shall not be required to deliver a Control Agreement with a Cash Management Bank as to any Deposit Account that is an Excluded Account, and Credit Parties shall only be required to deliver the
acknowledgement 

  
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and agreement of the Cash Management Bank to such Control Agreement in form and substance reasonably satisfactory to Administrative Agent for the Deposit Accounts listed on Schedule
9.14(a) within the time periods set forth in Schedule 9.14(a). Each such Control Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions originated by Administrative Agent
directing the disposition of the funds in such Deposit Account without further consent by the applicable Credit Party, (ii) the Cash Management Bank waives, subordinates, and agrees not to exercise any rights of setoff or recoupment or any
other claim against the applicable Deposit Account other than for payment of its service fees and other charges directly related to the administration of such Deposit Account and for returned checks or other items of payment, (iii) upon the
instruction of Administrative Agent (an “Activation Notice”), the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to the Administrative Agent Payment Account,
provided, that, Administrative Agent will not issue an Activation Notice with respect to any Collection Account except at such time as a Cash Dominion Event has occurred and is continuing, and (iv) in the case of the Control
Agreements for any other Deposit Account, upon an Activation Notice, the Cash Management Bank will transfer each day by wire transfer or other electronic funds transfer all funds in such account to the Administrative Agent Payment Account,
provided, that, Administrative Agent will not issue such an Activation Notice under this clause (iv) except at such time as an Event of Default exists or has occurred and is continuing. 

(b) Each Borrower shall direct all Account Debtors or other obligors in respect of any amounts payable to Borrowers to make payment of all such
amounts, in the case of US Borrowers to a US Collection Account, in the case of Canadian Borrowers to a Canadian Collection Account and otherwise take all reasonable actions to cause such payments to be made to the applicable Collection Account. In
addition, each Borrower shall deposit, or cause to be deposited, any other amounts received in respect of Accounts or other Collateral that it receives (i) to the US Collection Account in the case of a US Borrower, and (ii) to the Canadian
Collection Account in the case of a Canadian Borrower. 
 (c) In the event that Administrative Agent has sent an Activation Notice with
respect to a Collection Account, at any time after a Cash Dominion Event has ceased to exist in accordance with the definition of such term, Administrative Agent will send a notice to rescind the Activation Notice. 

(d) So long as no Default or Event of Default has occurred and is continuing, upon not less than five (5) Business Days’ prior
written notice to Administrative Agent, the Credit Parties may amend Schedule 9.14(a) to add or replace a Deposit Account or Cash Management Bank or Securities Account or securities intermediary and shall upon such addition or replacement
provide to Administrative Agent an amended Schedule 9.14(a); provided, that, (i) such prospective Cash Management Bank or securities intermediary, as the case may be, shall be reasonably satisfactory to Administrative
Agent, and (ii) prior to the time of the opening of such Deposit Account or Securities Account, the applicable Credit Party and such prospective Cash Management Bank or securities intermediary shall have executed and delivered to Administrative
Agent a Control Agreement (including any acknowledgement and agreement of the Cash Management Bank or securities intermediary with respect thereto). Each Credit Party shall close any of its Deposit Accounts (and establish replacement Deposit
Accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within forty-five (45) days after notice from Administrative Agent that the operating performance, funds transfer, or availability procedures or
performance of the Cash Management Bank with respect to Deposit Accounts or Administrative Agent’s liability under any Control Agreement with such Cash Management Bank is no longer satisfactory in Administrative Agent’s reasonable
judgment. 
 (e) Subject to Section 7.3, each Credit Party shall obtain an authenticated Control Agreement from
each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Credit Party, or maintaining a Securities


  
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Account for such Credit Party and with respect to any other investment property and from and after the dates on which such Control Agreements are required to be delivered in accordance with the
terms hereof, above, no Credit Party will make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Administrative Agent has received a Control
Agreement duly authorized, executed and delivered by the applicable bank or securities intermediary where such cash, Cash Equivalents, Deposit Account or Securities Account are maintained with respect thereto, provided, that, Grantors
shall not be required to deliver a Control Agreement with respect to any Excluded Account. 
 SECTION 9.15 Additional Subsidiaries.

 (a) Additional Subsidiaries. 

(i) Additional US Subsidiaries. Notify Administrative Agent prior to the creation or acquisition of any US Subsidiary (other than any
Excluded Subsidiary) (provided, that, any Subsidiary Redesignation resulting in an Unrestricted Subsidiary that is a US Subsidiary becoming a Restricted Subsidiary shall be deemed to constitute the acquisition of a US Subsidiary for
all purposes of this Section 9.15) and promptly thereafter (and in any event within thirty (30) days after such creation or acquisition, as such time period may be extended by Administrative Agent in its sole
discretion) cause such US Subsidiary (other than any Excluded Subsidiary) to (A) become a US Guarantor by delivering to Administrative Agent a duly executed supplement to the US Guaranty Agreement or such other document as Administrative Agent
shall deem appropriate for such purpose (provided, that, in the case of a US Guarantor that is a FSCHO, the guarantee shall not apply as to the US Secured Obligations), and in addition, upon the request of Borrower Representative and
subject to the approval of Administrative Agent become a US Borrower, subject to the delivery of such agreements, documents or instruments as Administrative Agent may reasonably request in form and substance reasonably satisfactory to Administrative
Agent (including, but not limited to, a joinder to this Agreement), (B) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such US Subsidiary by delivering to Administrative Agent a
duly executed supplement to each Security Document or such other document as Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (C) deliver to Administrative Agent such opinions,
documents and certificates referred to in Section 7.1 as may be reasonably requested by Administrative Agent, (D) deliver to Administrative Agent (i) any original Capital Stock or other certificates and stock or
other transfer powers evidencing the Capital Stock of such Person and (ii) subject to the Intercreditor Agreement, any original promissory notes together with transfer powers for such promissory notes, (E) deliver to Administrative Agent
such updated Schedules to the Loan Documents as requested by Administrative Agent with respect to such Person, and (F) deliver to Administrative Agent such other documents as may be reasonably requested by Administrative Agent, all in form,
content and scope reasonably satisfactory to Administrative Agent. 
 (ii) Additional Canadian Subsidiaries. Notify Administrative
Agent prior to the creation or acquisition of any Canadian Subsidiary (provided, that, any Subsidiary Redesignation resulting in an Unrestricted Subsidiary that is a Canadian Subsidiary becoming a Restricted Subsidiary shall be deemed
to constitute the acquisition of a Canadian Subsidiary for all purposes of this Section 9.15) and promptly thereafter (and in any event within thirty (30) days after such creation or acquisition, as such time period
may be extended by Administrative Agent in its sole discretion) cause such Canadian Subsidiary (other than any Excluded Subsidiary) to (A) become a Canadian Guarantor by delivering to Administrative Agent a duly executed supplement to the
Canadian Guaranty Agreement or such other document as Administrative Agent shall deem appropriate for such purpose, and in addition, upon the request of Borrower Representative and subject to the approval of Administrative Agent become a Canadian
Borrower, subject to the delivery of such agreements, documents or instruments as 

  
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Administrative Agent may reasonably request in form and substance reasonably satisfactory to Administrative Agent (including, but not limited to, a joinder to this Agreement), (B) grant a
security interest in all Collateral (subject to the exceptions specified in the Canadian Collateral Agreement) owned by such Canadian Subsidiary by delivering to Administrative Agent a duly executed supplement to each Security Document or such other
document as Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (C) deliver to Administrative Agent such opinions, documents and certificates referred to in
Section 7.1 as may be reasonably requested by Administrative Agent, (D) deliver to Administrative Agent such original Capital Stock or other certificates and stock or other transfer powers evidencing the Capital Stock
of such Person, (E) deliver to Administrative Agent such updated Schedules to the Loan Documents as requested by Administrative Agent with respect to such Person, and (F) deliver to Administrative Agent such other documents as may be
reasonably requested by Administrative Agent, all in form, content and scope reasonably satisfactory to Administrative Agent. 
 (b)
Additional Foreign Subsidiaries. Notify Administrative Agent at the time that any Person becomes a First Tier Foreign Subsidiary, including, without limitation, any First Tier Foreign Subsidiary that is a Canadian Subsidiary, and at the
request of Administrative Agent, promptly thereafter (and in any event within forty-five (45) days after such request, as such time period may be extended by Administrative Agent in its sole discretion), cause (i) the applicable US Credit
Party to deliver to Administrative Agent Security Documents pledging (A) as security for the US Secured Obligations, sixty-five percent (65%) of the total outstanding voting Capital Stock (and one hundred percent (100%) of the non-voting Capital Stock) of any such new First Tier Foreign Subsidiary and (B) as security for the Canadian Secured Obligations, one hundred percent (100%) of the Capital Stock of any such new First Tier
Foreign Subsidiary and, in each case, a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original stock certificates (or the equivalent thereof pursuant to the Applicable Laws and
practices of any relevant foreign jurisdiction) evidencing the Capital Stock of such new First Tier Foreign Subsidiary, together with an appropriate undated stock power for each certificate duly executed in blank by the registered owner thereof),
(ii) such Person to deliver to Administrative Agent such opinions, documents and certificates referred to in Section 7.1 as may be reasonably requested by Administrative Agent, (iii) such Person to deliver to
Administrative Agent such updated Schedules to the Loan Documents as requested by Administrative Agent with regard to such Person and (iv) such Person to deliver to Administrative Agent such other documents as may be reasonably requested by
Administrative Agent, all in form, content and scope reasonably satisfactory to Administrative Agent. 
 (c) [Reserved]. 

(d) Merger Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of
consummating a merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than de minimis capital and any merger consideration contributed to it contemporaneously with the closing
of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 9.15(a) or (b), as applicable, until the consummation of such Permitted Acquisition (at which time, the
surviving entity of the respective merger transaction shall be required to so comply with Section 9.15(a) or (b), as applicable, within thirty (30) days of the consummation of such Permitted Acquisition as such
time period may be extended by Administrative Agent, in its sole discretion). 
 (e) Guarantors of Other Indebtedness. Notify
Administrative Agent at any time that (i) any Restricted Subsidiary that is not a Subsidiary Guarantor becomes a guarantor of or otherwise provides credit support for any Subordinated Indebtedness, Senior Unsecured Indebtedness or any
Indebtedness in respect of the Term Loan Documents, in each case, with an aggregate principal amount in excess of the 

  
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Threshold Amount and where the primary obligor of such Indebtedness is not a Foreign Subsidiary or (ii) any Excluded Subsidiary becomes a guarantor of or otherwise provides credit support
for any Indebtedness of Holdings or any US Subsidiary with an aggregate principal amount in excess of the Threshold Amount, and concurrently with such Restricted Subsidiary or such Excluded Subsidiary, as applicable, becoming a guarantor thereunder
or providing credit support therefor, cause such Person, if such Person is a US Subsidiary (or, if such Person is not a US Subsidiary but such Person nevertheless becomes a guarantor of or otherwise provides credit support for any Subordinated
Indebtedness, Senior Unsecured Indebtedness or Indebtedness in respect of the Term Loan Documents, in each case, where the primary obligor of such Indebtedness is not a Foreign Subsidiary), to take all of the actions required pursuant to
(1) clauses (A) through (F) of subsection (a) of this Section 9.15 and (2) if applicable, clause (c) of this Section 9.15. 

(f) Exclusions. The provisions of this Section 9.15 shall not apply to assets as to which Administrative
Agent, Holdings and Borrower Representative shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby. 

SECTION 9.16 Use of Proceeds. 

(a) Use the proceeds of the Revolving Loans on the Restatement Date to (i) finance the Transactions and/or (ii) pay fees, commissions
and expenses in connection with the Transactions; provided, that, in no event will the aggregate outstanding amount of the Revolving Loans and Letters of Credit on the Restatement Date (A) used to pay a portion of the
consideration payable for the Restatement Date Acquisition exceed $382,000,000 or (B) used to pay a portion of the consideration payable for the Restatement Date Acquisition and to refinance outstanding indebtedness and pay any accrued and
unpaid interest, fees and expenses under the Existing Credit Agreement, in the aggregate, exceed the Restatement Date Borrowing Amount. 

(b) Use the proceeds of US Extensions of Credit (i) for working capital and general corporate purposes of the US Borrowers and their
Restricted Subsidiaries, including, without limitation, Permitted Acquisitions, Restricted Payments permitted pursuant to Section 10.6 and Investments permitted pursuant to Section 10.3 and/or
(ii) to pay fees, commissions and expenses in connection with the Transactions and the Credit Facility. 
 (c) Use the proceeds of
Canadian Extensions of Credit (i) for working capital and general corporate purposes of the Canadian Borrower and its Restricted Subsidiaries, including, without limitation, Permitted Acquisitions, Restricted Payments permitted pursuant to
Section 10.6 and Investments permitted pursuant to Section 10.3 and/or (ii) to pay fees, commissions and expenses in connection with the Transactions and the Credit Facility. 

(d) Use the proceeds of any Incremental Commitment as permitted pursuant to Section 6.13, as applicable. 

(e) Holdings will not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall
not use, the proceeds of the Revolving Loans and Letters of Credit directly or, to Holdings’ knowledge, indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or
otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions
by any Person, or in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws.


  
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 SECTION 9.17 Further Assurances. 

(a) Maintain the security interest created by the Security Documents in accordance with the terms of the US Collateral Agreement or the terms
of the Canadian Collateral Agreement, as applicable, subject to the rights of the Credit Parties to dispose of the Collateral pursuant to the Loan Documents; and make, execute and deliver all such additional and further acts, things, deeds,
instruments and documents as Administrative Agent or the Required Lenders (through Administrative Agent) may reasonably require for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of
renewing the rights of the US Secured Parties or the Canadian Secured Parties, as applicable, with respect to the Collateral as to which Administrative Agent, for the benefit of the US Secured Parties or the Canadian Secured Parties, as applicable,
has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or similar forms of application under the UCC, the PPSA or the CCQ (or other similar laws) in effect in any jurisdiction
with respect to the security interests created hereby or by the other Loan Documents. 
 (b) If requested by Administrative Agent or any
Lender (through Administrative Agent), promptly furnish to Administrative Agent and each Lender a statement in conformity with the requirements of FR Form G-3 or FR Form
U-1, as applicable. 
 SECTION 9.18 Locations of Inventory . Each Borrower will, and will
cause each of its Restricted Subsidiaries to, keep its Inventory only at the locations identified on Schedules 1.1(e) and 1.1(f); provided, that, the Borrowers may amend Schedule 1.1(e) or 1.1(f) so long as
such amendment occurs by written notice to Administrative Agent not less than ten (10) days prior to the date on which such Inventory is moved to such new location and so long as such new location is within the continental United States or
Canada. 
 SECTION 9.19 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Credit Party will, and will cause
each of its Subsidiaries to comply in all material respects with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Credit Parties and its Subsidiaries shall implement and maintain in effect policies and
procedures designed to ensure compliance by the Credit Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. 

ARTICLE X 
 NEGATIVE COVENANTS

 Until all of the Obligations have been paid and satisfied in full, the Credit Parties will not, and will not permit any of their
respective Restricted Subsidiaries to: 
 SECTION 10.1 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness
except: 
 (a) the Obligations; 

(b) Indebtedness and obligations owing under Bank Product Agreements entered into in the ordinary course of business (and, in the case of Hedge
Agreements, subject to Section 10.16); 

  
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 (c) Indebtedness existing on the Restatement Date and listed on Schedule 10.1, and any
Refinancing Indebtedness in respect thereof; 
 (d) (i) Indebtedness incurred in connection with Capital Leases (other than with respect
to a lease entered into as part of a Sale and Leaseback Transaction) and purchase money Indebtedness incurred (A) on or prior to the Restatement Date and listed on Schedule 10.1 and (B) after the Restatement Date in an aggregate
principal amount, when taken together with the aggregate principal amount of Refinancing Indebtedness outstanding pursuant to clause (ii) below, not to exceed the greater of (1) $300,000,000 and (2) four and one-half percent (4.5%) of Consolidated Total Assets at such time, at any time outstanding, and (ii) any Refinancing Indebtedness with respect thereto; 

(e) (i) Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary or assets were acquired from such Person
in connection with an Investment permitted pursuant to Section 10.3, to the extent that (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or
the acquisition of such assets, (B) neither Holdings nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other
obligation with respect to such Indebtedness and (C) the aggregate outstanding principal amount of such Indebtedness, when taken together with the aggregate principal amount of Refinancing Indebtedness outstanding pursuant to clause
(ii) below, does not exceed $100,000,000 at any time outstanding, and (ii) any Refinancing Indebtedness with respect thereto; 

(f) Guaranty Obligations with respect to Indebtedness permitted pursuant to this Section 10.1 (other than clauses
(g) and (i) of this Section 10.1); 
 (g) unsecured intercompany Indebtedness: 

(i) owed or guaranteed by any Credit Party to another Credit Party; 

(ii) owed or guaranteed by any Credit Party to any Non-Credit Party; provided, that,
(A) such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to Administrative Agent and (B) no Non-Credit Party which is a US Subsidiary shall be permitted to
make any loan and advance to any Canadian Credit Party (other than loans or advances by a US Subsidiary that is a FSCHO to a direct Subsidiary that is a Canadian Credit Party); 

(iii) owed or guaranteed by any Non-Credit Party to any other
Non-Credit Party; and 
 (iv) owed or guaranteed by any
Non-Credit Party to any Credit Party to the extent permitted pursuant to Section 10.3(a)(vi); 

(h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against
insufficient funds in the ordinary course of business; 
 (i) Subordinated Indebtedness and Senior Unsecured Indebtedness of the Credit
Parties and Guaranty Obligations of the Credit Parties with respect to such Subordinated Indebtedness or such Senior Unsecured Indebtedness; provided, that, in the case of each incurrence of such Subordinated Indebtedness or Senior
Unsecured Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness, (ii) Administrative Agent shall have received satisfactory written evidence that
the Consolidated Total Leverage Ratio is no greater than 5.00:1.00, in each case based on the financial statements most recently delivered pursuant to Section 9.1(a) or Section 9.1(b), as
applicable, after giving effect on a pro forma basis to (1) the incurrence of 

  
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such Indebtedness, and (2) any Permitted Acquisition consummated in connection therewith, in the case of each incurrence of such Subordinated Indebtedness or Senior Unsecured Indebtedness,
(iii) as of the date of incurring such Indebtedness and after giving effect thereto, Adjusted Excess Availability shall be not less than the greater of (A) fifteen percent (15.0%) of the Loan Cap and (B) $135,000,000, and (iv) no
Credit Party shall guarantee any Subordinated Indebtedness unless such Guaranty Obligation is subordinated to the Obligations on terms no less favorable to Administrative Agent and the Lenders than the terms of the Subordinated Indebtedness to which
such Guaranty Obligation relates; 
 (j) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory
obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; 

(k) Indebtedness arising from agreements by Holdings or any of its Restricted Subsidiaries providing for indemnification, earn-out obligations, adjustment of purchase price or similar obligations, in each case, incurred in connection with a Permitted Acquisition, an Investment permitted under Section 10.3 (but
with any payments in respect thereof only permitted to the same extent as such Investment is permitted under Section 10.3), a disposition of assets that is not an Asset Disposition to the extent set forth in the proviso to
the definition of such term, or any transaction permitted under Sections 10.4 or 10.5 hereof; 
 (l) Indebtedness consisting of
promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of Holdings or its Subsidiaries to purchase or redeem
Capital Stock or options of Holdings permitted pursuant to Section 10.6(d); provided, that the aggregate principal amount of all such Indebtedness shall not exceed $10,000,000 at any time outstanding; 

(m) Indebtedness incurred in connection with Capital Leases arising under Sale and Leaseback Transactions permitted hereunder in reliance upon
Section 10.5(c)(ii); 
 (n) (i) Indebtedness of the Credit Parties to the holders of the 2015 Senior Notes
under the 2015 Senior Note Documents, (ii) Indebtedness of the Credit Parties to the holders of the 2017 Senior Notes under the 2017 Senior Note Documents, and (iii) any Refinancing Indebtedness with respect thereto; 

(o) (i) Indebtedness of the Credit Parties to the Term Loan Lenders under the Term Loan Documents and (ii) any Refinancing
Indebtedness with respect thereto, provided, that, in no event shall the aggregate amount of any such Indebtedness under clause (i) or (ii), when taken together with the Indebtedness under
Section 10.1(s), exceed the Term Loan Cap (as defined in the Intercreditor Agreement) and so long as, if secured, the terms and provisions thereof shall be subject to the Intercreditor Agreement; 

(p) (i) Indebtedness of any Credit Party or any Restricted Subsidiary thereof not otherwise permitted pursuant to this
Section 10.1 in an aggregate principal amount not to exceed, when taken together with the aggregate principal amount of Refinancing Indebtedness outstanding pursuant to clause (ii) below, the greater of (1)
$300,000,000 and (2) four and one-half percent (4.5%) of Consolidated Total Assets at such time, at any time outstanding, provided, that, no individual incurrence or issuance of Indebtedness
(or related series of incurrences or issuances) permitted to be incurred pursuant to this clause (p) under any document, instrument or other agreement (or series of related documents, instruments or other agreements) that is greater than
$175,000,000 shall have a final scheduled maturity date prior to the date that is six (6) months after the Maturity Date and (ii) any Refinancing Indebtedness in respect thereof; 

  
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 (q) (i) additional Indebtedness of Subsidiaries that are not Credit Parties in an aggregate
principal amount not to exceed, when taken together with the aggregate principal amount of Refinancing Indebtedness outstanding pursuant to clause (ii) below, $50,000,000 at any time outstanding, and (ii) any Refinancing
Indebtedness in respect thereof; provided that, in each case, such Indebtedness is unsecured or secured only by Liens permitted by Section 10.2(p); 

(r) (i) Indebtedness in respect of commercial paper facilities in an aggregate outstanding principal amount not to exceed, when taken
together with the aggregate principal amount of Refinancing Indebtedness outstanding pursuant to clause (ii) below, $50,000,000 at any time outstanding and (ii) any Refinancing Indebtedness in respect thereof; and 

(s) (i) Indebtedness in respect of one or more series of senior secured notes issued by Holdings that are secured by Liens on the Term
Loan Priority Collateral ranking pari passu with the Liens securing the Term Loan Obligations and if secured by Liens on ABL Priority Collateral, such Liens on the ABL Priority Collateral shall be subordinate to the Liens securing the Obligations,
in each case issued in a Rule 144A offering or other private placement; provided, that, (A) in no event shall the aggregate amount of any such Indebtedness under clause (i) or (ii) of this
Section 10.1(s), when taken together with the Indebtedness under Section 10.1(o), exceed the Term Loan Cap (as defined in the Intercreditor Agreement); (B) no Default or Event of Default shall
exist before or after giving effect to the issuance of such notes; (C) such notes shall be subject to an intercreditor agreement reasonably satisfactory to Administrative Agent; (D) Administrative Agent shall have received from Holdings a
duly completed certificate signed by a Responsible Officer of Holdings demonstrating, in form and substance reasonably satisfactory to Administrative Agent, that the proposed issuance of such notes will not exceed the limitation set forth in
clause (ii) of the definition of Maximum Incremental Amount (as such term is defined in the Term Loan Agreement as in effect on the date hereof); (E) such notes shall not have a scheduled maturity or any required scheduled repayment or
prepayment of principal, amortization, mandatory redemption or sinking fund obligation, in each case, prior to the Maturity Date (except customary change of control or asset sale provisions); (F) such notes shall have pricing (including interest,
fees and premiums) and optional redemption terms as may be agreed to by Holdings and the prospective noteholders; (G) such notes may not have (1) obligors that are not obligors under this Agreement and the other Loan Documents or
(2) security in any case more extensive than that securing the Obligations (including, for the avoidance of doubt, that such notes may not have security on any assets that do not constitute Collateral); (H) the covenants and events of default
applicable to such notes shall not be, when taken as a whole, materially more favorable to the holders of such notes than those applicable to any Term Loans (except for covenants or other provisions applicable only to periods after the Maturity
Date); and (J) as of the date of incurring such Indebtedness and after giving effect thereto, Adjusted Excess Availability shall be not less than the greater of (1) fifteen percent (15.0%) of the Loan Cap and (2) $135,000,000 (any such
notes, “Incremental Equivalent Notes”) and (ii) Refinancing Indebtedness in respect thereof. 
 SECTION 10.2
Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether now owned or hereafter acquired, except: 

(a) Liens created pursuant to the Loan Documents (including, without limitation, Liens in favor of the Swingline Lender and/or the Issuing
Bank, as applicable, on Cash Collateral granted pursuant to the Loan Documents); 
 (b) Liens in existence on the Restatement Date and
described on Schedule 10.2, and the replacement, renewal or extension thereof (including Liens incurred, assumed or suffered to exist in connection with any Refinancing Indebtedness with respect to Indebtedness pursuant to
Section 10.1(c) (solely to the extent that such Liens were in existence on the Restatement Date and described on Schedule 10.2)); provided, that, the scope of any such Lien shall not be increased, or
otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Restatement Date, except for products and proceeds of the foregoing; 

  
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 (c) Liens for taxes, assessments and other governmental charges or levies (i) not yet due or
as to which the period of grace, if any, related thereto has not expired, (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP or (iii) which are, in
the aggregate, immaterial to the Credit Parties; 
 (d) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords
for labor, materials, supplies or rentals incurred in the ordinary course of business, which (i) other than claims which are, in the aggregate, immaterial to the Credit Parties, are not overdue for a period of more than thirty (30) days,
or if more than thirty (30) days overdue, no action has been taken to enforce such Liens and such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and
(ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of Holdings or any of its Restricted Subsidiaries; 

(e) deposits or pledges of cash made in the ordinary course of business in connection with, or to secure payment of, obligations under
workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than
bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

(f) encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the
aggregate are not substantial in amount and which do not, in any case, detract from the value of such property or impair the use thereof in the ordinary conduct of business; 

(g) Liens arising from the filing of precautionary UCC, PPSA or CCQ financing statements or similar forms of application relating solely to
personal property leased pursuant to Operating Leases entered into in the ordinary course of business of Holdings and its Restricted Subsidiaries; 

(h) Liens securing Indebtedness permitted under Section 10.1(d); provided, that, (i) such Liens
shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such
Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property
at the time of purchase, repair, improvement or lease (as applicable); 
 (i) Liens securing judgments for the payment of money not
constituting an Event of Default under Section 11.1(l) or securing appeal or other surety bonds relating to such judgments; 

(j) Liens on (i) Property of any Restricted Subsidiary which is not required to be a Credit Party which are in existence at the time that
such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition, (ii) Property, other than ABL Priority Collateral (except to the extent otherwise agreed in writing by Administrative Agent), of any Restricted Subsidiary which is
required to be a Credit Party which are in existence at the time that such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition and (iii) Property, other than ABL Priority Collateral, of any Credit Party existing


  
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at the time such tangible property or tangible assets are purchased or otherwise acquired by such Credit Party pursuant to a transaction permitted pursuant to this Agreement; provided,
that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are
applicable only to specific Property, (C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other Property of Holdings or any of its Restricted Subsidiaries and (E) the Indebtedness secured
by such Liens is permitted under Section 10.1(e)); 
 (k) (i) Liens of a collecting bank arising in the
ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law
and contractual rights of set-off and recoupment with respect to any deposit account of Holdings or any Restricted Subsidiary thereof; 

(l) (i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements
with such landlord and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract; 

(m) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement
entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of Holdings or its Restricted Subsidiaries or materially detract from the value of the relevant assets of Holdings or its
Restricted Subsidiaries or (ii) secure any Indebtedness; 
 (n) Liens not otherwise permitted hereunder securing (i) Indebtedness
or other obligations in an aggregate principal amount not to exceed, when taken together with the aggregate principal amount of Refinancing Indebtedness secured pursuant to subclause (ii) below, the greater of (A) $150,000,000 and
(B) three percent (3.0%) of Consolidated Total Assets at such time, at any time outstanding and (ii) any Refinancing Indebtedness in respect of Indebtedness or other obligations secured pursuant to subclause (i) above,
provided, that, any Liens on the ABL Priority Collateral shall be subordinate to the Liens securing the Obligations and the Liens on Collateral are otherwise subject to an intercreditor agreement in form and substance reasonably
satisfactory to Administrative Agent; 
 (o) Liens created pursuant to the Term Loan Documents or otherwise securing Indebtedness permitted
to be incurred pursuant to Section 10.1(o); provided, that, such Liens are subject to the Intercreditor Agreement; 

(p) any Lien securing Indebtedness permitted to be incurred pursuant to Section 10.1(q) on (i) assets of
Restricted Subsidiaries that are not Credit Parties or (ii) the Equity Interests of the non-Credit Party incurring such Indebtedness; and 

(q) Liens on property constituting Collateral securing Incremental Equivalent Notes permitted to be incurred pursuant to
Section 10.1(s) and any Refinancing Indebtedness in respect thereof; provided, that, such Liens on ABL Priority Collateral are subordinate to the Liens securing the Obligations and the Liens on Collateral are
otherwise subject to an intercreditor agreement reasonably satisfactory to Administrative Agent. 
 SECTION 10.3 Investments.
Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization
of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to
exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person (all the foregoing, “Investments”), except the following (each, a “Permitted
Investment”): 

  
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 (a) (i) Investments existing on the Restatement Date in Restricted Subsidiaries existing on
the Restatement Date; 
 (ii) Investments existing on the Restatement Date (other than Investments in Restricted Subsidiaries existing on the
Restatement Date) and described on Schedule 10.3; 
 (iii) (A) Investments made after the Restatement Date by any US Credit Party
in any other US Credit Party (other than Holdings) and (B) Investments made after the Restatement Date by any Canadian Credit Party in any other Canadian Credit Party; 

(iv) Investments made after the Restatement Date by any Non-Credit Party in any other Non-Credit Party; 
 (v) Investments made after the Restatement Date by any
Non-Credit Party in, or to, any Credit Party; provided, that, any loans and advances made by any Non-Credit Party to any Credit Party shall be subordinated
to the Obligations in a manner reasonably satisfactory to Administrative Agent; and 
 (vi) Investments made after the Restatement Date by
any Credit Party in any Non-Credit Party; provided, that, (A) as of the date of any such Investment, and after giving effect thereto, each of the Investment Conditions is satisfied and
(B) any Investments in the form of loans or advances made by any Credit Party to any Non-Credit Party pursuant to this clause (vi) shall be evidenced by a demand note in form and substance
reasonably satisfactory to Administrative Agent and shall be pledged and delivered to Administrative Agent pursuant to the Security Documents; 

(b) Investments in cash and Cash Equivalents, provided, that, notwithstanding the foregoing, after the occurrence and during the
continuance of a Cash Dominion Event, no Investments in cash or Cash Equivalents or additional Investments in the form of cash or Cash Equivalents in each case shall be permitted, except (i) if no Revolving Loans are then outstanding and
no Letters of Credit are outstanding which have not been Cash Collateralized if then required to be Cash Collateralized or (ii) notwithstanding that any Revolving Loans are outstanding (or such Letters of Credit) at any time a Cash Dominion
Event exists, (A) deposits of cash or other immediately available funds in Deposit Accounts used for disbursements in the approximate amount of funds required for amounts drawn or anticipated to be drawn shortly on such Deposit Accounts,
(B) any such deposits of cash or other immediately available funds in Deposit Accounts used for disbursements which are then held in Cash Equivalents consisting of overnight investments until so drawn or in the event that the amounts drawn on
any such day were less than anticipated (so long as (i) such funds and Cash Equivalents are not held more than two (2) Business Days from the date of the initial deposit thereof and (ii) such Investments are pledged to Administrative
Agent as additional collateral for the Obligations pursuant to such agreements as may be reasonably required by Administrative Agent) and (C) amounts that have been received in a Deposit Account used for collections and subject to a Control
Agreement prior to the transfer to the Administrative Agent Payment Account in the ordinary course in accordance with Section 9.14; 

(c) Investments by Holdings or any of its Restricted Subsidiaries consisting of Capital Expenditures permitted by this Agreement; 

  
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 (d) deposits made in the ordinary course of business to secure the performance of leases or other
obligations as permitted by Section 10.2; 
 (e) Hedge Agreements permitted pursuant to
Section 10.16; 
 (f) purchases of assets in the ordinary course of business; 

(g) Investments by Holdings or any of its Restricted Subsidiaries consisting of Permitted Acquisitions; 

(h) Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business in an aggregate
amount not to exceed at any time outstanding $10,000,000 (determined without regard to any write-downs or write-offs of such loans or advances); 

(i) Investments in the form of Restricted Payments permitted pursuant to Section 10.6; 

(j) Guaranty Obligations permitted pursuant to Section 10.1; 

(k) Investments in joint ventures and Unrestricted Subsidiaries; provided, that, as of the date of any such Investment, and after
giving effect thereto, each of the Investment Conditions is satisfied; 
 (l) the Restatement Date Acquisition and the other transactions
contemplated by the Restatement Date Acquisition Agreement; 
 (m) Investments not otherwise permitted pursuant to this
Section 10.3 in an aggregate amount not to exceed the greater of (i) $100,000,000 and (ii) one and one-half percent (1.5%) of Consolidated Total Assets at any time;
provided, that, immediately before and immediately after giving pro forma effect to any such Investments at the time made, no Default or Event of Default shall have occurred and be continuing; 

(n) Investments not otherwise permitted pursuant to this Section 10.3, provided, that, as of the date
of any such Investment, and after giving effect thereto, each of the Investment Conditions is satisfied and no Default or Event of Default exists and is continuing at the time of any such Investment or would result therefrom; and 

(o) Investments in the form of intercompany loans by a Credit Party to Beacon Roofing Supply Canada Company from time to time in the ordinary
course of business to be used for working capital; provided, that, (i) the aggregate amount of such loans outstanding at any time shall not exceed $10,000,000 and (ii) such loans shall be permitted under this subclause
(o) only if Beacon Roofing Supply Canada Company is a Restricted Subsidiary. 
 For purposes of determining the amount of any Investment
outstanding for purposes of this Section 10.3, such amount shall be deemed to be the amount of such Investment when made, purchased, acquired or incurred (without adjustment for subsequent increases or decreases in the
value of such Investment) less any amount realized in respect of such Investment upon the sale, collection, return of capital or loan or advance repayment (not to exceed the original amount invested). 

SECTION 10.4 Fundamental Changes. Merge, consolidate, amalgamate or enter into any similar combination with, or enter into any Asset
Disposition of all or substantially all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution) except: 

  
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 (a) (i) any Subsidiary of a Borrower (including another Borrower) may be merged, amalgamated
or consolidated with or into, or be liquidated into, a Borrower (provided, that, a Borrower shall be the continuing or surviving entity), (ii) any Subsidiary of a Borrower (other than another Borrower) may be merged, amalgamated or
consolidated with or into, or be liquidated with or into, any Credit Party (provided, that, the Credit Party shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall
become a Credit Party and Borrowers shall comply with Section 9.15 in connection therewith) and (iii) any wholly-owned Subsidiary of Holdings formed to issue the 2017 Senior Notes prior to the Restatement Date may be
merged, amalgamated or consolidated with and into Holdings on the Restatement Date; 
 (b) any
Non-Credit Party may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Credit Party; 

(c) any Subsidiary may dispose of all or substantially all of its assets (by sale or transfer or upon voluntary liquidation, dissolution,
winding up or otherwise) to any Credit Party (provided, that, the consideration for such disposition shall not exceed the fair market value of such assets); 

(d) any Non-Credit Party may dispose of all or substantially all of its assets (by sale or transfer or
upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Credit Party; 

(e) any Wholly-Owned Subsidiary of a Borrower formed to effect any acquisition permitted hereunder may merge, amalgamate or consolidate with or
into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with such acquisition (including, without limitation, any Permitted Acquisition permitted pursuant to Section 10.3(g)); provided,
that, in the case of any merger involving a Wholly-Owned Subsidiary that is a Credit Party, (A) a Credit Party shall be the continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving
entity shall become a Credit Party and Borrowers shall comply with Section 9.15 in connection therewith; 
 (f) any
Person (other than Holdings, the Borrowers or any of their respective Restricted Subsidiaries) may merge, amalgamate or consolidate into a Borrower or any of their respective Wholly-Owned Subsidiaries in connection with a Permitted Acquisition
permitted pursuant to Section 10.3(g); provided, that (i) in the case of a merger, merger, amalgamation or consolidation involving a Borrower, the continuing or surviving Person shall be a Borrower, and
(ii) in the case of a merger, amalgamation or consolidation involving any other Credit Party, (A) a Credit Party shall be the continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving
entity shall become a Credit Party and Borrowers shall comply with Section 9.15 in connection therewith; 
 (g) any
Asset Disposition permitted under Section 10.5 (other than Asset Dispositions consisting of all or substantially all of the assets of Holdings and its Restricted Subsidiaries), but only to the extent that such transaction
was permitted without reference to this clause (g); and 
 (h) any merger, amalgamation or consolidation necessary to consummate the
Transactions. 
 SECTION 10.5 Asset Dispositions. Make any Asset Disposition except: 

(a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of
Holdings or any of its Restricted Subsidiaries; 
 (b) non-exclusive licenses and sublicenses of
intellectual property rights in the ordinary course of business; 

  
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 (c) (i) leases, subleases, licenses or sublicenses of real or personal property granted by
Holdings or any of its Restricted Subsidiaries to others (A) in the ordinary course of business or (B) that, in the reasonable business judgment of such Borrower or any of its Subsidiaries, would not detract from the value of such real or
personal property nor interfere in any material respect with the business of Holdings or any of its Restricted Subsidiaries and (ii) a sale of property pursuant to a Sale and Leaseback Transaction (provided, that, the aggregate
fair market value (measured at the time of the applicable sale) of all property covered by any outstanding Sale and Leaseback Transaction at any time shall not exceed $30,000,000); 

(d) Asset Dispositions in connection with Insurance and Condemnation Events, provided, that, the requirements of
Section 4.1 are complied with in connection therewith; 
 (e) Asset Dispositions permitted in connection with
transactions permitted by Sections 10.3, 10.4 or 10.6 but only to the extent that such transaction was permitted without reference to this clause (e); 

(f) Asset Dispositions (other than as a part of a Sale and Leaseback Transaction) not otherwise subject to the other provisions set forth in
this Section 10.5, provided, that, as to any such Asset Disposition, each of the following conditions is satisfied: 

(i) as of the date of any such Asset Disposition, and after giving effect thereto, each of the Payment Conditions is satisfied; 

(ii) not less than seventy-five percent (75%) of the consideration to be received shall be paid or payable in cash and shall be paid
contemporaneously with the consummation of the transaction; 
 (iii) the consideration paid or payable shall be in an amount not less than
the fair market value of the property disposed of; 
 (iv) if ABL Priority Collateral in excess of $10,000,000 is included in the Asset
Disposition (or is included in the assets of a Person whose Capital Stock is included in the Asset Disposition), Administrative Agent shall have received an updated Borrowing Base Certificate giving pro forma effect to such Asset Disposition (or the
disposition of the Capital Stock of such Person) and such Borrowing Base Certificate shall be the basis for the determination of the satisfaction of the Payment Conditions); 

(v) such transaction does not involve the sale or other disposition of any Accounts other than Accounts owned by or attributable to other
property concurrently being disposed of in a transaction otherwise constituting a permitted Asset Disposition; 
 (vi) the aggregate market
value of all of the assets sold or disposed of during the term of this Agreement shall be less than thirty percent (30%) or less of the book value of Consolidated Total Assets of Holdings and its Restricted Subsidiaries as of the Restatement Date,
as of the date of such sale or other disposition and after giving effect thereto; and 
 (vii) the Net Cash Proceeds from any such sale or
other disposition shall be applied to the Obligations to the extent required under Section 4.1; and 
 (g) Asset
Dispositions of any Unrestricted Subsidiary. 

  
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 SECTION 10.6 Restricted Payments . Declare or pay any dividend on, or make any payment or
other distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of
Capital Stock of any Credit Party or any Restricted Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Capital Stock of any Credit Party or any Restricted Subsidiary thereof (all of the
foregoing, the “Restricted Payments”); provided, that: 
 (a) so long as no Default or Event of Default has
occurred and is continuing or would result therefrom, Holdings or any of its Restricted Subsidiaries may declare and make Restricted Payments in shares of its own Qualified Capital Stock; 

(b) any Restricted Subsidiary of Holdings may declare and make Restricted Payments to any Credit Party (other than Holdings); 

(c) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings may declare and pay cash
dividends on the Series A Preferred Shares in accordance with the per annum rate and other terms set forth in the Series A Certificate of Designation as in effect on the Restatement Date, in an amount not to exceed $40,000,000 in any Fiscal Year;

 (d) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings may redeem, retire or
otherwise acquire shares of its Capital Stock or options or other equity or phantom equity in respect of its Capital Stock from present or former officers, employees, directors or consultants (or their family members or trusts or other entities for
the benefit of any of the foregoing) or make severance payments to such Persons in connection with the death, disability or termination of employment or consultancy of any such officer, employee, director or consultant (i) to the extent that
such purchase is made with the net cash proceeds of any offering of equity securities of or capital contributions to Holdings after the Restatement Date or (ii) otherwise in an aggregate amount not to exceed $10,000,000; 

(e) any Non-Credit Party may declare and make Restricted Payments to any other Non-Credit Party (and, if applicable, to other holders of its outstanding Capital Stock on a ratable basis); 

(f) the US Borrowers may declare and make Restricted Payments to Holdings, and each Subsidiary of the US Borrowers may declare and make
Restricted Payments to US Borrowers to do the same (it being agreed that any Restricted Payment which is declared and made from any Subsidiary to the US Borrowers and further declared and made to Holdings shall constitute a single Restricted
Payment), so that Holdings may, and Holdings shall be permitted to: 
 (i) pay any Taxes which are due and payable by the Credit Parties;

 (ii) pay corporate operating (including, without limitation, directors fees and expenses) and overhead expenses (including, without
limitation, rent, utilities and salaries of employees of Holdings) in the ordinary course of business and fees and expenses of attorneys, accountants, appraisers and the like; 

(iii) to be used to make payments then due in respect of Indebtedness of Holdings permitted under Section 10.1
hereof; 
 (iv) pay Public Company Costs; and 

(v) make any Investment permitted to be made by Holdings under Section 10.3; 

  
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 (g) Holdings may declare and make Restricted Payments, and each Restricted Subsidiary of Holdings
may declare and make Restricted Payments to enable Holdings to do the same (it being agreed that any Restricted Payment which is declared and made from any Restricted Subsidiary to Holdings and further declared and made by Holdings shall constitute
a single Restricted Payment), in an aggregate amount, together with the aggregate amount of all payments, prepayments, redemptions and acquisitions permitted to be made under Section 10.9(b)(ii)(A), not to exceed
$150,000,000 during the term of this Agreement; provided that no Default or Event of Default exists and is continuing at the time of any such Restricted Payment or would result therefrom; 

(h) Holdings may declare and make additional Restricted Payments, and each Subsidiary of Holdings may declare and make Restricted Payments to
Holdings to enable Holdings to do the same, and each such Subsidiary may declare and make Restricted Payments to another Subsidiary to enable any other Subsidiary to do the same (it being agreed that any Restricted Payment which is declared and made
from any Subsidiary to another Subsidiary and further declared and made to Holdings shall constitute a single Restricted Payment); provided, that, as of the date of any such Restricted Payment and after giving effect thereto, each of
the Payment Conditions is satisfied; 
 (i) Holdings and its Subsidiaries may consummate the Restatement Date Acquisition and the other
transactions contemplated by the Restatement Date Acquisition Agreement; and 
 (j) so long as no Default or Event of Default has occurred
and is continuing or would result therefrom, Holdings may purchase, redeem, retire or otherwise acquire the Series A Preferred Shares in exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection
with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the issuance or sale of, Qualified Capital Stock of Holdings. 

SECTION 10.7 Transactions with Affiliates. Directly or indirectly enter into any transaction, including, without limitation, any
purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director or other Affiliate of Holdings, the Borrowers or any of their respective
Restricted Subsidiaries or (b) any Affiliate of any such officer or director, other than: 
 (i) (A) transactions permitted by
Sections 10.1, 10.3, 10.4, 10.5, 10.6 and 10.12 and (B) the Transactions; 
 (ii)
transactions existing on the Restatement Date and described on Schedule 10.7; 
 (iii) (A) transactions among US Credit Parties
and/or US Subsidiaries that are Restricted Subsidiaries and (B) transactions among Canadian Credit Parties and/or Canadian Subsidiaries that are Restricted Subsidiaries; 

(iv) any transaction in the ordinary course of business on terms that are fair to Holdings and its Restricted Subsidiaries in the reasonable
determination of the board of directors or senior management of Holdings, or are not materially less favorable to Holdings or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not
an Affiliate of Holdings; 
 (v) the payment of salaries and benefits to, and employment and severance arrangements (including equity
incentive plans and employee benefit plans and arrangements) with, their respective officers and employees in the ordinary course of business; and 

  
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 (vi) payment of customary fees and reasonable out of pocket costs to, and indemnities for the
benefit of, directors, officers and employees of Holdings, the Borrowers and their respective Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrowers and their respective
Subsidiaries. 
 SECTION 10.8 Accounting Changes; Organizational Documents. 

(a) Change its Fiscal Year end, or make (without the consent of Administrative Agent which consent shall not be unreasonably withheld) any
material change in its accounting treatment and reporting practices except as required or permitted by GAAP. 
 (b) Amend, modify or change
its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in each case in any manner materially adverse to the rights or interests of the
Lenders. 
 SECTION 10.9 Payments and Modifications of Subordinated Indebtedness and Other Indebtedness and Preferred
Stock. 
 (a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms
or provisions of: (i) any Subordinated Indebtedness or any Senior Unsecured Indebtedness or of any preferred stock of Holdings (including the Series A Preferred Shares) or any of its Restricted Subsidiaries (other than Wholly-Owned Subsidiary
Guarantors), in each case the aggregate principal amount, or liquidation preference amount, as the case may be, of which is in excess of the Threshold Amount or any other Indebtedness in excess of the Threshold Amount or the Senior Note Documents in
each case outstanding as of the Restatement Date (other than the Term Loan Documents) which would (A) increase the interest rate, (B) change the due dates for any payment of principal, interest or other amounts, other than to extend such
dates, (C) modify any default or event of default, other than to delete it or make it less restrictive, (D) add any covenant of Holdings or any Restricted Subsidiary with respect thereto, (E) modify any subordination provision,
(F) modify any redemption or prepayment provision, other than to extend the dates therefor or to reduce the amounts thereof or premiums payable in connection therewith or (G) materially increase any obligation of Holdings or any of its
Restricted Subsidiaries or confer additional material rights to the holder of such Indebtedness in a manner adverse to (1) Holdings or any of its Restricted Subsidiaries or (2) the rights or interests of Administrative Agent and Lenders
hereunder or (ii) the Term Loan Documents except to the extent permitted under the Intercreditor Agreement. 
 (b) Make any payment or
prepayment on, or redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Indebtedness or any Senior Unsecured Indebtedness in excess of the Threshold Amount or any other Indebtedness in
excess of the Threshold Amount or Indebtedness under the Term Loan Documents or the Senior Note Documents or any other Indebtedness in excess of the Threshold Amount, or make any payment in violation of any subordination terms of any Subordinated
Indebtedness, except (i) regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of (A) such Indebtedness (other than Subordinated Indebtedness), and (B) Subordinated Indebtedness in accordance with
the subordination terms thereof or the applicable subordination agreement relating thereto, (ii) voluntary prepayments, repurchases, redemptions or defeasances of (A) such Indebtedness (other than Subordinated Indebtedness) in an aggregate
amount, together with the aggregate amount of all Restricted Payments permitted to be made under Section 10.6(g), not to exceed $150,000,000 during the term of this Agreement, (B) such Indebtedness (other than
Subordinated Indebtedness) in excess of such amount under clause (A) so long as on the date of any such payment and after giving effect thereto, each of the Payment Conditions is satisfied, and (C) Subordinated Indebtedness
notwithstanding anything to the contrary contained herein, 

  
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provided, that, any such payments in respect of any Subordinated Indebtedness shall be permitted under the subordination terms thereof or the applicable subordination agreement
relating thereto, (iii) the prepayment of any such Indebtedness with Refinancing Indebtedness in respect thereof that is permitted hereunder, provided, that, in the case of any payment, prepayment, redemption or acquisition of the
2015 Senior Notes outstanding on the Restatement Date with the proceeds of Indebtedness, for purposes of this clause only, such Indebtedness shall qualify as “Refinancing Indebtedness” if it satisfies solely the criteria set forth in
clauses (a) through (e) of the definition of Refinancing Indebtedness, (iv) the payment of interest, fees, premiums and expenses in respect of any such Indebtedness and (v) any
“catch-up” payments on any applicable high yield discount obligations (AHYDO) issued after the Restatement Date. 

SECTION 10.10 No Further Negative Pledges; Restrictive Agreements. 

(a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation (other than with respect to an Excluded Subsidiary), except (i) pursuant to
this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 10.1(d) or (e) (provided, that any such restriction
contained therein relates only to the asset or assets financed thereby), (iii) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided, that any such restriction
contained therein relates only to the asset or assets subject to such Permitted Lien), (iv) pursuant to the Term Loan Documents and any Refinancing Indebtedness with respect thereto or any Incremental Equivalent Notes, and (v) negative pledges
and restrictions on Liens in favor of any holder of Indebtedness for borrowed money permitted under Section 10.1 but only if such negative pledge or restriction expressly permits Liens on the Collateral for the benefit of
Administrative Agent and the Lenders with respect to the Obligations on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis. 

(b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit
Party or any Restricted Subsidiary thereof (other than an Excluded Subsidiary) to (i) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured
by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of
(A) this Agreement and the other Loan Documents, (B) the Term Loan Documents (on terms no more restrictive than the terms set forth in the Term Loan Documents as in effect on the date hereof), (C) the 2015 Senior Notes or the 2017 Senior
Notes, (D) any document or instrument governing Indebtedness incurred pursuant to Section 10.1(d), (e) (provided, that, any such restriction contained therein relates only to the asset or assets
acquired in connection therewith), (i), (p), (q) or (s), in each case to the extent such encumbrances or restrictions are no more restrictive in any material respect to Holdings and the Restricted Subsidiaries than the
covenants contained in this Agreement, (E) any Refinancing Indebtedness with respect to the foregoing and (F) Applicable Law. 

(c) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit
Party or any Restricted Subsidiary thereof (other than an Excluded Subsidiary) to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) the Term Loan Documents (on terms no
more restrictive than the terms set forth in the Term Loan Documents as in effect on the date hereof), (C) the 2015 Senior Notes or the 2017 Senior Notes, (D) any document or instrument governing


  
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Indebtedness incurred pursuant to Section 10.1(d), (e) (provided, that, any such restriction contained therein relates only to the asset or assets
acquired in connection therewith), (i), (p), (q) or (s), in each case to the extent such encumbrances or restrictions are no more restrictive in any material respect to Holdings and the Restricted Subsidiaries than the
covenants contained in this Agreement, (E) any Refinancing Indebtedness with respect to the foregoing, (F) Applicable Law, (G) any Permitted Lien or any document or instrument governing any Permitted Lien (provided,
that, any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (H) obligations that are binding on a Restricted Subsidiary at the time such Subsidiary first becomes a Restricted Subsidiary of
Holdings, so long as such obligations are not entered into in contemplation of such Person becoming a Restricted Subsidiary, (I) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is not
prohibited pursuant to Section 10.5) that limit the transfer of such Property pending the consummation of such sale, (J) customary restrictions in leases, subleases, licenses and sublicenses or asset sale agreements
otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto and (K) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. 

SECTION 10.11 Nature of Business. Engage in any business other than the business conducted by Holdings and its Subsidiaries as of the
Restatement Date (after taking into account the Restatement Date Acquisition) and business activities reasonably related or ancillary thereto or that are reasonable extensions thereof. 

SECTION 10.12 Sale Leasebacks. Except as otherwise permitted pursuant to Section 10.5(c)(ii), directly or
indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a Capital Lease, of any Property (whether real, personal or mixed), whether now owned or hereafter acquired,
(a) which any Credit Party or any Restricted Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or Restricted Subsidiary thereof or (b) which any Credit Party or any
Restricted Subsidiary thereof intends to use for substantially the same purpose as any other Property that has been sold or is to be sold or transferred by such Credit Party or such Restricted Subsidiary to another Person which is not another Credit
Party or Restricted Subsidiary thereof in connection with such lease. 
 SECTION 10.13 Financial Covenant. Permit the Fixed Charge
Coverage Ratio to be less than 1.00 to 1.00 as of the end of each fiscal quarter, based on the four (4) immediately preceding quarters for which Administrative Agent has received financial statements (and at any time Borrowers are required to
deliver monthly financial statements, as of the end of each fiscal month based on the twelve (12) immediately preceding months for which financial statements have been received), provided, that, compliance with such financial
covenant shall only be required during a Compliance Period, in which case such financial covenant shall be tested as of the last day of the then most recently completed fiscal period for which financial statements have been delivered and for each
quarter end (or month end as applicable) thereafter until the Compliance Period ends. 
 SECTION 10.14 Limitations on Holdings.
Permit Holdings to: 
 (a) hold any assets other than (i) the Capital Stock of any Subsidiary (and/or intercompany advances to any
Subsidiary), (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to any Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach
thereof, or a violation of any Applicable Law, (iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) agreements relating to any Indebtedness of Holdings, (v) minute books
and other corporate books and records of Holdings, (vi) cash and Cash Equivalents and (vii) other miscellaneous non-material assets (including furniture, equipment and other assets related to
employees of Holdings); 

  
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 (b) have any liabilities other than (i) the liabilities under the Loan Documents, the 2015
Senior Notes, the 2017 Senior Notes, the Term Loan Facility and any Refinancing Indebtedness with respect to any of the foregoing, (ii) tax and other governmental liabilities and obligations arising in the ordinary course of business,
(iii) Indebtedness (and related liabilities) permitted under Section 10.1, (iv) corporate, administrative and operating expenses in the ordinary course of business and (v) liabilities under any contracts or
agreements described in clauses (a)(ii) and (iii) above; or 
 (c) engage in any activities or business other than
(i) issuing shares of its own Qualified Capital Stock, (ii) holding the assets and incurring the liabilities described in this Section 10.14 and activities incidental and related thereto, (iii) making
payments, dividends, distributions, issuances or other activities permitted pursuant to Sections 10.6, 10.7 or 10.9, (iv) holding directors’ and shareholders’ meetings, preparing corporate and similar records and other
activities required to maintain its separate corporate or other legal structure, (v) the incurrence of Indebtedness permitted under Section 10.1, (vi) the making of Investments permitted under
Section 10.3, (vii) having employees and providing management and supervisory services to Subsidiaries, (viii) the Transactions, (ix) any merger, amalgamation, or consolidation permitted by
Section 10.4(a)(iii), (x) as necessary to consummate any Permitted Acquisition, (xi) the granting of Liens permitted under Section 10.2 and (xii) an Asset Disposition permitted under
Section 10.5; or 
 (d) amend, modify, supplement or waive (without the prior written consent of the Arrangers,
which consent shall not be unreasonably withheld, conditioned or delayed) the terms of the Series A Preferred Shares after the Restatement Date in a manner materially adverse to the Lenders. 

SECTION 10.15 Disposal of Subsidiary Interests. Permit any Wholly-Owned US Restricted Subsidiary or any Wholly-Owned Canadian
Restricted Subsidiary to be a non-Wholly-Owned Subsidiary except as a result of or in connection with a dissolution, merger, amalgamation, consolidation or disposition permitted by
Section 10.4 or 10.5. 
 SECTION 10.16 Hedge Agreements. Create, incur, assume or suffer to exist
obligations under any Hedge Agreement other than any Hedge Agreement entered into in the ordinary course of business in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes.

 ARTICLE XI 
 DEFAULT AND
REMEDIES 
 SECTION 11.1 Events of Default. Each of the following shall constitute an Event of Default: 

(a) Default in Payment of Principal of Loans and LC Obligations. Any Borrower shall default in any payment of principal of any Revolving
Loan or LC Obligation when and as due (whether at maturity, by reason of acceleration or otherwise). 
 (b) Other Payment Default. Any
Borrower or any other Credit Party shall default in the payment when and as due (whether at maturity, by reason of acceleration or otherwise) of interest on any Revolving Loan or LC Obligation or the payment of any other Obligation, and such default
shall continue for a period of five (5) Business Days. 
 (c) Misrepresentation. Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of any Credit Party or any Restricted Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or


  
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therewith that is subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Restricted Subsidiary thereof in this Agreement, any other Loan Document, or in any document delivered in connection herewith or therewith that is not
subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made. 

(d) Default in Performance of Certain Covenants. Any Credit Party or any Restricted Subsidiary thereof shall default in the performance
or observance of any covenant or agreement contained in (i) Section 7.3, 9.3(a), 9.4, 9.12, 9.14, 9.15, 9.16(e) or Article X,
(ii) Section 9.1 or 9.2(a) and such default shall continue for a period of five (5) days, or (iii) Section 9.2(b) and such default shall continue for a period of two
(2) Business Days. 
 (e) Default in Performance of Other Covenants and Conditions. Any Credit Party or any Restricted Subsidiary
thereof shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for in this Section 11.1) or any other Loan Document and
such default shall continue for a period of thirty (30) days after the earlier of (i) Administrative Agent’s delivery of written notice thereof to Borrower Representative and (ii) a Responsible Officer of any Credit Party having
obtained knowledge thereof. 
 (f) Cross-Default. Any Credit Party or any Restricted Subsidiary thereof shall (i) default in the
payment of any Indebtedness (other than the Revolving Loans or any LC Obligation) the aggregate principal amount of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which
such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Revolving Loans or any LC Obligation) the aggregate principal amount of which is in
excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit
the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, such Indebtedness in an aggregate principal amount greater than the
Threshold Amount to become due prior to its stated maturity (any applicable grace period having expired) or (iii) there occurs under any Hedge Agreement an early termination date resulting from (A) any default or event of default under
such Hedge Agreement as to which any Credit Party or any Restricted Subsidiary is the defaulting party or (B) any termination event under such Hedge Agreement as to which any Credit Party or any Restricted Subsidiary is an affected party and,
in either event, the Hedge Termination Value owed by such Credit Party or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount. 

(g) Change in Control. Any Change in Control shall occur. 

(h) Voluntary Bankruptcy Proceeding. Any Credit Party or any Restricted Subsidiary thereof shall (i) commence a voluntary case
under any Debtor Relief Laws, (ii) file a petition seeking, as a debtor or debtor-in-possession, to take advantage of any Debtor Relief Laws, (iii) consent to
or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or
the taking of possession by, a receiver, interim receiver, receiver and manager, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as
they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any corporate action for the purpose of authorizing any of the foregoing. 

  
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 (i) Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced
(including the filing of any notice of intention in respect thereof) against any Credit Party or any Restricted Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the
appointment of a trustee, receiver, interim receiver, receiver and manager, custodian, liquidator or the like for any Credit Party or any Restricted Subsidiary thereof or for all or any substantial part of their respective assets, domestic or
foreign, and such case or proceeding shall continue without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief
under any Debtor Relief Laws) shall be entered. 
 (j) Failure of Agreements. Any material provision of this Agreement or any material
provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Restricted Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document shall for any reason
cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or
thereof. 
 (k) ERISA Events. The occurrence of any of the following events: (i) any Credit Party or any ERISA Affiliate fails to
make full payment when due of all amounts which, under the provisions of any Pension Plan or any Multiemployer Plan or Sections 412, 430, 431 or 432 of the Code, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto and
such unpaid amounts are in excess of the Threshold Amount, (ii) any Credit Party fails to make full payment when due of all amounts which, under the provisions of any Canadian Pension Plan or any Canadian Multiemployer Plan or Canadian Pension
Laws, any Credit Party is required to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount or (iii) a Termination Event. 

(l) Subordination; Intercreditor Agreement. (i) The subordination provisions of the documents evidencing or governing any
Subordinated Indebtedness in excess of the Threshold Amount, or provisions of the Intercreditor Agreement (or any other intercreditor agreement entered into by Administrative Agent after the date hereof with respect to Indebtedness of the Credit
Parties) (any such provisions, the “Intercreditor Provisions”), shall, in whole or in any material part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable
Indebtedness, except in each case to the extent permitted by the terms of the applicable documentation or as otherwise agreed in writing by Administrative Agent; or (ii) any Borrower or any other Credit Party shall disavow or contest in writing
(A) the effectiveness, validity or enforceability of any of the Intercreditor Provisions, (B) that the Intercreditor Provisions exist for the benefit of Administrative Agent and Lenders, or (C) in the case of Subordinated Indebtedness
referred to in clause (i) above, that all payments of principal of or premium and interest on the applicable Subordinated Indebtedness, or realized from the liquidation of any property of any Credit Party, shall be subject to any of the
Intercreditor Provisions or in the case of any secured Indebtedness, that the Liens are subject to the priorities set forth in the applicable Intercreditor Provisions. 

(m) Judgment. A judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any
amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) to exceed the Threshold Amount shall be entered against any Credit Party or any Restricted Subsidiary thereof by
any court and such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) consecutive days after the entry thereof. 

  
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 SECTION 11.2 Remedies. Upon the occurrence of an Event of Default, with the consent of the
Required Lenders, Administrative Agent may, or upon the request of the Required Lenders, Administrative Agent shall, by notice to Borrower Representative: 

(a) Acceleration; Termination of Credit Facility. Terminate the Commitments and declare the principal of and interest on the Revolving
Loans and the LC Obligations at the time outstanding, and all other amounts owed to the Lenders and to Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all LC Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately
become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate
the Credit Facility and any right of any Borrower to request borrowings or Letters of Credit thereunder; provided, that, upon the occurrence of an Event of Default specified in Section 11.1(h) or
(i) with respect to any Credit Party, the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are
expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. 
 (b)
Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrowers shall at such time deposit in a
Cash Collateral account opened by Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other US Secured Obligations on a pro rata
basis. After all such Letters of Credit shall have expired or been fully drawn upon, the LC Obligation shall have been satisfied and all other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account
shall be returned to Borrower Representative. 
 (c) General Remedies. Exercise on behalf of the US Secured Parties and the Canadian
Secured Parties, as applicable, all of its other rights and remedies under this Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations. 

SECTION 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. 

(a) The enumeration of the rights and remedies of Administrative Agent and the Lenders set forth in this Agreement is not intended to be
exhaustive and the exercise by Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of Administrative Agent or any Lender in exercising any right, power or
privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed
to be a waiver of any Event of Default. No course of dealing between the Credit Parties, Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement
or any of the other Loan Documents or to constitute a waiver of any Event of Default. 

  
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 (b) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be
instituted and maintained exclusively by, Administrative Agent in accordance with Section 11.2 for the benefit of all the Lenders, the Issuing Bank and Bank Product Providers; provided, that, the foregoing
shall not prohibit (i) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) the Issuing
Bank or the Swingline Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (iii) any Lender from
exercising setoff rights in accordance with Section 13.4 (subject to the terms of Section 6.6), or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan
Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Administrative Agent pursuant to Section 11.2 and (B) in addition to the matters set forth in clauses
(ii) (iii) and (iv) of the preceding proviso and subject to Section 6.6, any Lender may, with the consent of Administrative Agent, enforce any rights and remedies available to it and as authorized by
Administrative Agent. 
 SECTION 11.4 Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated
pursuant to Section 11.2 or Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received by the Lenders upon the Secured Obligations and all net
proceeds from the enforcement of the Secured Obligations shall be applied in accordance with Section 4.4. Notwithstanding the foregoing, Bank Product Obligations shall be excluded from the application described above if
Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Bank Product Provider, as the case may be. Each Bank Product Provider not a party to
this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent pursuant to the terms of Article XII for itself and its
Affiliates as if a “Lender” party hereto. 
 SECTION 11.5 Administrative Agent May File Proofs of Claim. In case of the
pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, Administrative Agent (irrespective of whether the principal of any Revolving Loan or LC Obligation shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans, LC
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Bank and Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Bank and Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Bank and Administrative Agent under
Sections 3.3, 6.3 and 13.3) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same; 

  
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 and any custodian, receiver, interim receiver, receiver and manager, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Bank to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments
directly to the Lenders and the Issuing Bank, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due
Administrative Agent under Sections 3.3, 6.3 and 13.3. 
 SECTION 11.6 Credit Bidding. 

(a) Based upon the instruction of the Required Lenders, Administrative Agent, on behalf of itself and the Lenders, shall have the right (but
not the obligations) to credit bid and purchase for the benefit of Administrative Agent and the Lenders all or any portion of Collateral at any sale thereof conducted by Administrative Agent under the provisions of the UCC or similar provisions
under the PPSA and the CCQ, including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy
Code (or any other Debtor Relief Law), including Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by Administrative Agent (whether by judicial action or otherwise) in accordance with
Applicable Law. 
 (b) Each Lender hereby agrees that, except as otherwise provided in any Loan Documents or with the written consent of
Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC
sales or other similar dispositions of Collateral. 
 SECTION 11.7 Judgment Currency. 

(a) The obligation of each Borrower to make payments of the principal of and interest on the Notes and the obligation of any such Person to
make payments of any other amounts payable hereunder or pursuant to any other Loan Document in the currency specified for such payment shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, which is expressed
in or converted into any other currency, except to the extent that such tender or recovery shall result in the actual receipt by each of Administrative Agent and Lenders of the full amount of the applicable currency expressed to be payable pursuant
to the applicable Loan Document. Administrative Agent shall, using all amounts obtained or received from the applicable Borrower pursuant to any such tender or recovery in payment of principal of and interest on the Obligations, promptly purchase
the applicable currency at the most favorable spot exchange rate determined by Administrative Agent to be available to it. The obligation of each Borrower to make payments in the applicable currency shall be enforceable as an alternative or
additional cause of action solely for the purpose of recovering in the applicable currency the amount, if any, by which such actual receipt shall fall short of the full amount of the currency expressed to be payable pursuant to the applicable Loan
Document. 
 (b) Without limiting Section 11.7(a), each Borrower shall indemnify and hold harmless Administrative
Agent and the Lenders, as applicable, against any loss incurred by Administrative Agent or any Lender as a result of any payment or recovery described in Section 11.7(a) and as a result of any variation having occurred in
rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof. The foregoing indemnity shall constitute a separate and independent obligation of each
Borrower and shall continue in full force and effect notwithstanding any such payment or recovery. 

  
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 ARTICLE XII 

ADMINISTRATIVE AGENT 

SECTION 12.1 Appointment and Authority. 

(a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Wells Fargo to act on its behalf as Administrative Agent hereunder and
under the other Loan Documents and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. Except to the extent expressly provided in Section 12.6, the provisions of this Article XII are solely for the benefit of Administrative Agent, the Lenders and the Issuing Bank, and
neither Holdings nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is
intended to create or reflect only an administrative relationship between contracting parties. 
 (b) Administrative Agent shall also act as
the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a Bank Product Provider) and the Issuing Bank hereby irrevocably appoints and authorizes Administrative Agent to act as the agent
of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are
reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of the US Secured Parties or the Canadian Secured Parties, as applicable). In this connection,
Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by
Administrative Agent pursuant to this Article XII for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at
the direction of Administrative Agent), shall be entitled to the benefits of all provisions of Articles XII and XIII (including Section 13.3, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with
respect thereto. 
 (c) Hypothecary Representative. For greater certainty, and without limiting the powers of Administrative Agent,
each of the Canadian Secured Parties hereby irrevocably constitutes the Administrative Agent as the hypothecary representative within the meaning of Article 2692 of the CCQ in order to hold hypothecs and security granted by any Canadian Credit Party
on property pursuant to the laws of the Province of Québec in order to secure obligations of any Canadian Credit Party hereunder and under the other Loan Documents. The execution by Administrative Agent, acting as hypothecary representative
prior to this Agreement of any deeds of hypothec or other security documents is hereby ratified and confirmed. 
 (d) Ratification of
Hypothecary Representative by Successors and Assignees, Etc. The constitution of Administrative Agent as hypothecary representative shall be deemed to have been ratified and confirmed by each Person accepting an assignment of, a participation in
or an arrangement in respect of, all or any portion of any Canadian Secured Parties’ rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it
becomes such assignee or participant, and by each successor Administrative Agent by the compliance with such formalities pursuant to which it becomes a successor Administrative Agent under this Agreement. 

  
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 (e) Rights, Etc. of Hypothecary Representative. Administrative Agent acting as hypothecary
representative shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of Administrative Agent in this Agreement, which shall apply mutatis mutandis to the Administrative Agent acting as
hypothecary representative. In the event of the resignation of Administrative Agent (which shall include its resignation as the hypothecary representative as contemplated in Section 12.1(c)) and appointment of a successor Administrative Agent
under this Agreement, such successor Administrative Agent shall also act as the hypothecary representative, as contemplated in Section 12.1(c). 

SECTION 12.2 Rights as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

SECTION 12.3 Exculpatory Provisions. 

(a) Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and
its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, Administrative Agent: 

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided, that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that
is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property
of a Defaulting Lender in violation of any Debtor Relief Law; and 
 (iii) shall not, except as expressly set forth herein and in the other
Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrowers or any of their respective Subsidiaries or Affiliates that is communicated to or obtained by the
Person serving as Administrative Agent or any of its Affiliates in any capacity. 
 (b) Administrative Agent shall not be liable for any
action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Section 11.2 and Section 13.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent
jurisdiction by final nonappealable judgment. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to Administrative Agent
by Holdings, the US Borrower, a Lender or the Issuing Bank. 

  
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 (c) Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VII or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to Administrative Agent. 
 SECTION 12.4 Reliance by Administrative
Agent. Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Revolving Loan, or the issuance, extension, renewal
or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Bank unless Administrative
Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior to the making of such Revolving Loan or the issuance of such Letter of Credit. Administrative Agent may consult with legal counsel (who may be counsel for
Holdings and the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

SECTION 12.5 Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers
hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article XII shall apply to any such sub- agent and
to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facility as well as activities as
Administrative Agent. Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and
nonappealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

SECTION 12.6 Resignation or Removal of Administrative Agent. 

(a) Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the US Borrower. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right (subject to, unless an Event of Default has occurred and is continuing at such time, the consent of Borrower Representative, which such consent shall not be unreasonably
withheld or delayed) to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective
Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a
successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 

  
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 (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause
(d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to Borrower Representative and such Person, remove such Person as Administrative Agent and (subject to, unless an Event
of Default has occurred and is continuing at such time, the consent of Borrower Representative, which such consent shall not be unreasonably withheld or delayed) appoint a successor. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in
accordance with such notice on the Removal Effective Date. 
 (c) With effect from the Resignation Effective Date or the Removal Effective
Date (as applicable), (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Administrative Agent
on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and
(2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender
and the Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the
retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article
XII and Section 13.3 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of
any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. 

(d) Any resignation by, or removal of, Wells Fargo as Administrative Agent pursuant to this Section 12.6 shall also
constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and
(c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume
the obligations of the retiring Issuing Bank with respect to such Letters of Credit. 

  
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 SECTION 12.7 Non-Reliance on Administrative Agent and
Other Lenders. Each Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to become a Lender under this Agreement. Each Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender
or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or thereunder. 
 SECTION 12.8 No Other Duties, etc. Anything herein to
the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under
this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent, a Lender or the Issuing Bank hereunder. 

SECTION 12.9 Collateral and Guaranty Matters. 

(a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank)
irrevocably authorize Administrative Agent, at its option and in its discretion: 
 (i) to release any Lien on any Collateral granted to or
held by Administrative Agent, for the benefit of the US Secured Parties or the Canadian Secured Parties, as applicable, under any Loan Document (A) upon the payment in full of all Obligations (as provided in
Section 1.2(b)), (B) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents, or (C) if approved,
authorized or ratified in writing in accordance with Section 13.2; 
 (ii) to subordinate any Lien on any
Collateral granted to or held by Administrative Agent under any Loan Document to the holder of any Permitted Lien under Section 10.2(h); and 

(iii) to release any US Guarantor or any Canadian Guarantor, as applicable, from its obligations under any Loan Documents (and to release any
Lien on the Collateral granted by such Person) if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. 

Upon request by Administrative Agent at any time, the Required Lenders will confirm in writing Administrative Agent’s authority to release or subordinate
its interest in particular types or items of property, or to release any US Guarantor or any Canadian Guarantor, as applicable, from its obligations under any Loan Document (and to release any Lien on the Collateral granted by such US Guarantor or
Canadian Guarantor) pursuant to this Section 12.9. In each case as specified in this Section 12.9, Administrative Agent will, at the applicable Borrower’s expense, execute and deliver to the
applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest and hypothecs granted under the Security Documents or to subordinate its
interest in such item, or to release such US Guarantor or such Canadian Guarantor, as applicable, from its obligations under any Loan Document in each case in accordance with the terms of the Loan Documents and this
Section 12.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 10.5 or
which is not an Asset Disposition by virtue of the last sentence of the definition thereof and is not otherwise prohibited under the Loan Documents, the Liens created by any of the Security Documents on such property shall be automatically released
without need for further action by any Person. 

  
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 (b) Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into
any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Administrative Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection
therewith, nor shall Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 

SECTION 12.10 Bank Products. 

(a) No provider of Bank Products that obtains the benefits of Section 4.4 or any Collateral pursuant to the
provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release
or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article XII to the contrary, Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to documents evidencing Bank Products unless Administrative Agent has received written notice of such documents, together with
such supporting documentation as Administrative Agent may request, from such applicable provider of Bank Products. 
 (b) Each Bank Product
Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Administrative Agent is acting.
Administrative Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Administrative Agent as
its agent and to have accepted the benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a
beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Administrative Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product
Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that Administrative Agent shall have the right, but shall have no obligation, to establish, maintain, modify, or release Reserves in respect
of the Bank Product Obligations and that if Reserves are established there is no obligation on the part of Administrative Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such
distribution of payments or proceeds of Collateral, Administrative Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a
reasonably detailed calculation) to Administrative Agent as to the amounts that are due and owing to it and such written certification is received by Administrative Agent a reasonable period of time prior to the making of such distribution.
Administrative Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the applicable Bank Product Provider. In the
absence of an updated certification, Administrative Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount last certified to Administrative Agent by such Bank Product Provider as being
due and payable (less any distributions made to such Bank Product Provider on account thereof). Credit Parties may obtain Bank Products from any Bank Product Provider, although Credit Parties are not required to do so. Each Credit Party acknowledges
and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. 

  
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 SECTION 12.11 Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other
Reports and Information. 
 (a) By becoming a party to this Agreement, each Lender: 

(i) is deemed to have requested that Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each field
examination report respecting any Credit Party or its Subsidiaries (each, a “Report”) prepared by or at the request of Administrative Agent, and Administrative Agent shall so furnish each Lender with such Reports, 

(ii) expressly agrees and acknowledges that Administrative Agent does not (A) make any representation or warranty as to the accuracy of
any Report, and (B) shall not be liable for any information contained in any Report, 
 (iii) expressly agrees and acknowledges that
the Reports are not comprehensive audits or examinations, that Administrative Agent or other party performing any field examination will inspect only specific information regarding each Credit Party and its Subsidiaries and will rely significantly
upon each Credit Party’s and its Subsidiaries’ books and records, as well as on representations of Credit Parties’ personnel, 

(iv) agrees to keep all Reports and other material, non-public information regarding each Credit Party
and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 13.11, and 

(v) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (A) to hold
Administrative Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other
credit accommodations that the indemnifying Lender has made or may make to Credit Parties, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (B) to pay and
protect, and indemnify, defend and hold Administrative Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, reasonable documented
attorneys’ fees and costs) incurred by Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. 

(b) In addition to the foregoing, (i) any Lender may from time to time request of Administrative Agent in writing that Administrative
Agent provide to such Lender a copy of any report or document provided by any Credit Party or its Subsidiaries to Administrative Agent that has not been contemporaneously provided by such Credit Party or such Subsidiary to such Lender, and, upon
receipt of such request, Administrative Agent promptly shall provide a copy of same to such Lender, (ii) to the extent that Administrative Agent is entitled, under any provision of the Loan Documents, to request additional reports or
information from any Credit Party or its Subsidiaries, any Lender may, from time to time, reasonably request Administrative Agent to exercise such right as specified in such Lender’s notice to Administrative Agent, whereupon Administrative
Agent promptly shall request of Borrowers the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from such Credit Party or such Subsidiary, Administrative Agent promptly shall provide a copy of same to
such Lender, and (iii) any time that Administrative Agent renders to Borrowers a statement regarding the Loan Account, Administrative Agent shall send a copy of such statement to each Lender. 

  
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 SECTION 12.12 Intercreditor Agreement. 

(a) Notwithstanding anything herein to the contrary, the priority of the Liens granted to Administrative Agent in the Collateral pursuant to
this Agreement and the other Loan Documents and the exercise, after the occurrence and during the continuance of an Event of Default, of any right or remedy by Administrative Agent or any Lender with respect to certain of the Collateral hereunder or
under any other Loan Document are subject to the provisions of the Intercreditor Agreement. In the event of any direct and irreconcilable conflict between the terms of the Intercreditor Agreement and this Agreement with respect to (i) the
priority of Liens granted to Administrative Agent in the Collateral pursuant to this Agreement and the other Loan Documents or (ii) the rights of Administrative Agent or any Lender under this Agreement with respect to certain Collateral after
the occurrence and during the continuance of an Event of Default, the terms of the Intercreditor Agreement shall govern and control. Any reference in this Agreement or any other Loan Document to “first priority lien” or words of similar
effect in describing the Liens created hereunder or under any other Loan Document shall be understood to refer to such priority as set forth in the Intercreditor Agreement. 

(b) Nothing in this Section 12.12 shall be construed to provide that any Credit Party is a third party beneficiary of
the provisions of the Intercreditor Agreement other than as expressly set forth therein and each Credit Party (i) agrees that, except as expressly otherwise provided in the Intercreditor Agreement, nothing in the Intercreditor Agreement is
intended or shall impair the obligation of any Credit Party to pay the obligations under this Agreement or any other Loan Document as and when the same become due and payable in accordance with their respective terms, or to affect the relative
rights of the creditors of any Credit Party, other than Administrative Agent and the Lenders as between themselves and (ii) agrees that it shall not use such violation as a defense to any enforcement of remedies otherwise made in accordance
with the terms of this Agreement and the other Loan Documents by Administrative Agent or any Lender or assert such violation as a counterclaim or basis for set-off or recoupment against Administrative Agent or
any Lender and agrees to abide by the terms of this Agreement and to keep, observe and perform the several matters and things herein intended to be kept, observed and performed by it. 

(c) In furtherance of the foregoing, notwithstanding anything to the contrary set forth herein, prior to the payment in full of the Term Loan
Obligations and termination of all commitments to lend under the Term Loan Documents, to the extent that any Credit Party is required to (i) give physical possession over any Term Loan Priority Collateral to Administrative Agent under this
Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such Collateral is delivered to and held by the Term Loan Agent pursuant to the Intercreditor Agreement and (ii) take any other action with respect
to the Collateral or any proceeds thereof, including delivery of such Collateral or proceeds thereof to Administrative Agent, such action shall be deemed satisfied to the extent undertaken with respect to the Term Loan Agent. 

(d) Each Lender and Issuing Bank irrevocably (i) consents to the terms and conditions of any Intercreditor Agreement, (ii) authorizes
and directs Administrative Agent to execute and deliver such Intercreditor Agreement, in each case, on behalf of such Lender or such Issuing Bank and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance
with the terms of such Intercreditor Agreement, in each case, and without any further consent, authorization or other action by such Lender or such Issuing Bank, (iii) agrees that, upon the execution and delivery thereof, such Lender and such
Issuing Bank will be bound by the provisions of such Intercreditor Agreement as if it were a signatory thereto and will take no actions contrary to the provisions of such Intercreditor Agreement, and (iv) agrees that no Lender or Issuing Bank
shall have any right of action whatsoever against Agent as a result of any action taken by Agent pursuant to this Section or in accordance with the terms of any Intercreditor Agreement. Each Lender hereby further irrevocably authorizes and directs


  
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Administrative Agent to enter into such amendments, supplements or other modifications to any Intercreditor Agreement as are approved by Administrative Agent and the Required Lenders (except as
to any amendment that expressly requires the approval of all Lenders as set forth herein); provided, that, Administrative Agent may execute and deliver such amendments, supplements and modifications thereto as are contemplated by such
Intercreditor Agreement in connection with any extension, renewal, refinancing or replacement of this Agreement or any refinancing of the Obligations, in each case, on behalf of such Lender and Issuing Bank and without any further consent,
authorization or other action by any Lender or Issuing Bank. Administrative Agent shall have the benefit of each of the provisions of Article XII with respect to all actions taken by it pursuant to this Section 12.12
or in accordance with the terms of an Intercreditor Agreement. 
 ARTICLE XIII 

MISCELLANEOUS 
 SECTION
13.1 Notices. 
 (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail
or sent by facsimile as follows: 
 If to any Borrower: 

Beacon Sales Acquisition, Inc. 

One Lakeland Park Drive 

Peabody, Massachusetts 01960 

Attention of: Joseph M. Nowicki 

Executive Vice President and Chief Financial Officer 

Telephone No.: (571) 323-3940 

Facsimile No.: (703) 437-1919 

With copies to: 
 Beacon Roofing
Supply, Inc. 
 5244 River Road 

Bethesda, Maryland 20816 

Attention of: Ross Cooper 

Telephone No.: (301) 272-2123 

Facsimile No.: (301) 272-2125 

If to Wells Fargo as Administrative Agent: 

Wells Fargo Bank, National Association 

One South Broad Street, 
 Mail
Code Y1375-031, 
 Philadelphia, Pennsylvania 19107 

Attention of: Portfolio Manager - Beacon 

Telephone No.: (267) 321-6696 

Facsimile No.: (267) 321-6741 

If to any Lender: 
 To the
address set forth on the Register 

  
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 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in clause (b) below, shall be effective as provided in said clause (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided, that the foregoing shall not apply to
notices to any Lender or the Issuing Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that is incapable of receiving notices under such Article by electronic communication.
Administrative Agent or Borrower Representative may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that approval of
such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided, that, for both clauses (i) and (ii) above, if such
notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

 (c) Administrative Agent’s Office. Administrative Agent hereby designates its office located at the address set forth above,
or any subsequent office which shall have been specified for such purpose by written notice to the Borrowers and Lenders, as Administrative Agent’s Office referred to herein, to which payments due are to be made and at which Revolving Loans
will be disbursed and Letters of Credit requested. 
 (d) Change of Address, Etc. Any party hereto may change its address or
facsimile number for notices and other communications hereunder by notice to the other parties hereto. 
 (e) Platform. 

(i) Each Credit Party agrees that Administrative Agent may, but shall not be obligated to, make the Credit Party Materials available to the
Issuing Bank and the other Lenders by posting the Communications on the Platform. 
 (ii) The Platform is provided “as is” and
“as available.” The Agent Parties (as defined below) do not warrant the accuracy or completeness of the Credit Party Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in the Credit Party
Materials. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or
freedom from viruses or other code defects, is made by any Agent Party in connection with the Credit Party Materials or 

  
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the Platform. In no event shall Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender or any
other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or Administrative Agent’s transmission of communications through the
Internet (including, without limitation, the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent Party; provided ̧ that in no event shall any Agent Party have any liability to any Credit Party, any Lender, the L/C Issuer or any other Person for indirect, special,
incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses). 
 (f) Private Side
Designation. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the
Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Applicable Laws, to make reference to Credit
Party Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Credit Parties or
their respective securities for purposes of United States Federal or state securities Applicable Laws. 
 SECTION 13.2 Amendments,
Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any
consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by Administrative Agent with the consent of the Required Lenders) and delivered to Administrative Agent and, in the
case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall: 
 (a) without the prior
written consent of the Required Lenders, amend, modify or waive (i) Section 7.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Lenders (pursuant to,
in the case of any such amendment to a provision hereof other than Section 7.2, any substantially concurrent request by Borrower Representative for a borrowing of Revolving Loans or the Canadian Borrower for a borrowing of
Canadian Revolving Loans) to make Revolving Loans when such Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the LC Commitment; 

(b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the
amount of Revolving Loans of any Lender, in any case, without the written consent of such Lender; 
 (c) waive, extend or postpone any date
fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written
consent of each Lender directly and adversely affected thereby; 
 (d) reduce the principal of, or the rate of interest specified herein on,
any Revolving Loan or LC Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender
directly and adversely affected thereby; provided, that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in
Section 6.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of
interest on any Revolving Loan or LC Obligation or to reduce any fee payable hereunder; 

  
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 (e) (i) change Section 4.4 or Section 11.4
in a manner that would alter the pro rata sharing of payments or order of application required thereby or (ii) change Section 4.4 or any other applicable provision of this Agreement in a manner that
would alter the agreement of Administrative Agent to distribute to each Lender payments from the Borrowers for the account of such Lender received by Administrative Agent, in each case without the written consent of each Lender directly and
adversely affected thereby; 
 (f) except as otherwise permitted by this Section 13.2 change any provision of this
Section or reduce the percentages specified in the definitions of “Required Lenders,” or “Supermajority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise
modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; 
 (g)
modify the provisions of Section 2.3(d) so as to increase the amount of optional Overadvances or, except as provided therein, the time period for which an optional Overadvance may remain outstanding without the written
consent of each Lender; 
 (h) increase any advance rate percentage set forth in the definition of “Borrowing Base” without the
written consent of each Lender or otherwise change the definition of the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrowers would be increased without the
written consent of the Supermajority Lenders, provided, that, the foregoing shall not limit the discretion of Administrative Agent to change, establish or eliminate any Reserves; 

(i) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to
which it is a party (except as permitted pursuant to Section 10.4), in each case, without the written consent of each Lender; 

(j) release (i) Holdings, (ii) any US Borrower or Canadian Borrower, (iii) all of the US Guarantors, (iv) all of the Canadian
Guarantors, (v) US Guarantors comprising substantially all of the credit support for the US Secured Obligations or the Canadian Secured Obligations or (vi) Canadian Guarantors comprising substantially all of the credit support for the
Canadian Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender; 

(k) except as expressly permitted herein or in any other Loan Document, subordinate the Obligations or the Liens granted under the Security
Documents to any other Indebtedness or Lien, as the case may be, without the written consent of each Lender; or 
 (l) release all or
substantially all of the Collateral or release any Security Document (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document)
without the written consent of each Lender; 
 provided, further, that (i) no amendment, waiver or consent shall, unless in writing
and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under


  
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this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of
Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) Administrative Agent and
Borrower Representative shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if Administrative Agent and Borrower
Representative shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve
or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. 

Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes Administrative Agent on its behalf, and without further
consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 13.2) or any of the other Loan Documents or to enter into additional Loan Documents as
Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 6.13 (including, without limitation, as applicable, (1) to permit the Incremental Commitments to share ratably in the
benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Commitments in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided,
that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender. 

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Bank Product Provider in such capacity shall have any voting or
approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other
than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or any Credit Party. 

SECTION 13.3 Expenses; Indemnity. 

(a) Costs and Expenses. The Borrowers and each other Credit Party, jointly and severally, shall pay (i) all reasonable and
documented out of pocket expenses incurred by Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Administrative Agent) in connection with the syndication of the Credit Facility, the
preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) exclusive of out-of-pocket costs and expenses, all of Administrative Agent’s customary fees and charges imposed or incurred in
connection with this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), including, without
limitation, for background checks or OFAC/PEP searches, with respect to the disbursement of funds or the receipt of funds to or for the account of any Credit Party, or resulting from the dishonor of checks, or for field examinations or visits
(subject to the limitations in Section 9.12), (iii) all reasonable and documented out of pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit
or any demand for payment thereunder and (iv) all reasonable and documented out of pocket expenses incurred by Administrative Agent, any Lender or the Issuing Bank (including the fees, charges and disbursements of any counsel for


  
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Administrative Agent, any Lender or the Issuing Bank), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section 13.3, or (B) in connection with the Revolving Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Revolving Loans or Letters of Credit; provided, that no Canadian Credit Party shall have responsibility for any costs and expenses payable pursuant to this
Section 13.3(a) that relate exclusively to the US Credit Parties. 
 (b) Indemnification. The Borrowers and
each other Credit Party, jointly and severally, shall indemnify Administrative Agent (and any sub-agent thereof), each Arranger, each Lender, the Issuing Bank, the Swingline Lender and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee for, any and all losses, claims (including, without
limitation, any Environmental Claims), damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person
(including the Borrowers or any other Credit Party), other than such Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (including, without
limitation, the Transactions), (ii) any Revolving Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any
Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary thereof, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any
Environmental Claims), investigation, litigation or other proceeding (whether or not Administrative Agent, any Arranger or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the
Revolving Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s
fees; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (B) result from a claim brought by any Credit Party or any Subsidiary thereof against an Indemnitee for breach in bad faith of
such Indemnitee’s obligations hereunder or under any other Loan Document, if such Credit Party or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction;
provided, further, that no Canadian Credit Party shall have responsibility for any payments and reimbursements payable pursuant to this Section 13.3(b) that relate exclusively to the US Credit Parties.
This Section 13.3(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(c) Reimbursement by Lenders. To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under
clause (a) or (b) of this Section 13.3 to be paid by it to Administrative Agent (or any sub-agent thereof), any Arranger, the Issuing Bank, the Swingline Lender or
any Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative Agent (or any such sub-agent), such Arranger, the Issuing Bank, the Swingline Lender or such Related Party, as


  
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 the case may be, such Lender’s Commitment Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Outstandings at such time, or if the Total Outstandings has been reduced to zero, then based on such Lender’s share of the Total Outstandings
immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that, with respect to such unpaid amounts owed to the Issuing Bank or the Swingline
Lender solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lender’s Commitment Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought or, if the Commitments have been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), such Arranger, the Issuing Bank or the
Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), such Arranger, Issuing Bank or the Swingline Lender in
connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 6.7. 

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no party hereto shall assert, and each
party hereto hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds thereof, provided, that nothing
in this paragraph shall limit any Credit Party’s indemnity and reimbursement obligations as set forth herein (including the Credit Parties’ indemnity and reimbursement obligations to indemnify an Indemnitee for special, indirect,
consequential or punitive damages that are included in any third party claim in connection with which such Indemnitee is entitled to indemnification hereunder). No Indemnitee referred to in clause (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems as provided in and in connection with this Agreement or
the other Loan Documents or the transactions contemplated hereby or thereby. 
 (e) Payments. All amounts due under this
Section 13.3 shall be payable promptly after demand therefor. 
 (f) Survival. Each party’s obligations
under this Section 13.3 shall survive the termination of the Loan Documents and payment of the obligations hereunder. 

SECTION 13.4 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, the Swingline
Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate to or for the credit or the account of the Borrowers or any
other Credit Party against any and all of the obligations of the Borrowers or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the Issuing Bank or the Swingline Lender or any of their
respective Affiliates, irrespective of whether or not such Lender, the Issuing Bank, the Swingline Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrowers
or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender, the Issuing Bank, the Swingline Lender or such Affiliate different from the branch, office or 

  
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Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all
amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 11.4 and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of Administrative Agent, the Issuing Bank, the Swingline Lender and the Lenders, and (b) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing
in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Bank, the Swingline Lender and their respective Affiliates under this
Section 13.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank, the Swingline Lender or their respective Affiliates may have. Each Lender, the Issuing Bank
and the Swingline Lender agrees to notify the Borrowers and Administrative Agent promptly after any such setoff and application; provided, that the failure to give such notice shall not affect the validity of such setoff and
application. 
 SECTION 13.5 Governing Law; Jurisdiction, Etc. 

(a) Governing Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN)
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 
 (b) Submission to Jurisdiction. Each
Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against
Administrative Agent, any Lender, the Issuing Bank, the Swingline Lender, or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than
the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such
federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement or in any other Loan Document shall affect any right that Administrative Agent, any Lender, the Issuing Bank or the Swingline Lender may otherwise have to bring any action or proceeding relating to this Agreement or any
other Loan Document against any Borrower or any other Credit Party or its properties in the courts of any jurisdiction. 
 (c) Waiver of
Venue. Each Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section 13.5. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
 (d)
Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 13.1. Nothing in this Agreement will affect the right of any party hereto to serve
process in any other manner permitted by Applicable Law. 

  
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 SECTION 13.6 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 13.6. 
 SECTION 13.7 Reversal of Payments. To the extent any Credit Party makes a payment or
payments to Administrative Agent for the ratable benefit of the Lenders or Administrative Agent receives any payment or proceeds of the Collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part
thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by Administrative Agent. 

SECTION 13.8 Injunctive Relief. The Borrowers recognize that, in the event the Borrowers fail to perform, observe or discharge any of
its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrowers agree that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving actual damages. 
 SECTION 13.9 Accounting Matters. If at any
time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, Administrative Agent, the Lenders and the Borrowers shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (a) such ratio
or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrowers shall provide to Administrative Agent and the Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 

SECTION 13.10 Successors and Assigns; Participations. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that no Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of clause (b) of this
Section 13.10, (ii) by way of participation in accordance with the provisions of clause (d) of this Section 13.10 or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of clause (e) of this Section 13.10 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties 

  
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hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section 13.10 and, to the extent
expressly contemplated hereby, the Indemnitees and the Related Parties of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its US Commitment, its Canadian Commitment and the Revolving Loans at the time owing to it); provided, that, in each case with respect to any Credit Facility, any such assignment
shall be subject to the following conditions: 
 (i) Minimum Amounts. 

(A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Revolving Loans at the
time owing to it (in each case with respect to any Credit Facility) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in clause (b)(i)(B) of this Section 13.10 in the
aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in clause (b)(i)(A) of this Section 13.10, the aggregate amount of the
Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be
less than $5,000,000 in the case of any assignment in respect of the Credit Facility, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower Representative otherwise consents (each such
consent not to be unreasonably withheld or delayed); provided, that, Borrower Representative shall be deemed to have given its consent ten (10) Business Days after the date written notice thereof (specifying the time period within
which Borrower Representative may respond) has been delivered to Borrower Representative by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrower Representative on or before such tenth (10th)
Business Day; 
 (ii) Proportionate Amounts. Each partial assignment by an assigning Lender shall include a ratable portion of its US
Revolving Loans and Canadian Revolving Loans, and a ratable portion of its US Commitment and Canadian Commitment; and no assignment may be made of all or any portion of a Lender’s US Commitment without an assignment of the same percentage of
its Canadian Commitment and no assignment may be made of all or any portion of a Lender’s Canadian Commitment without an assignment of the same percentage of its US Commitment; 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) of
this Section 13.10 and, in addition: 
 (A) the consent of Borrower Representative (such consent not to be
unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
provided, that Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received written
notice thereof (specifying the time period within which Borrower Representative may respond); 

  
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 (B) the consent of Administrative Agent (such consent not to be unreasonably withheld or
delayed) shall be required for assignments in respect of the Credit Facility if such assignment is to a Person that immediately before giving effect to such assignment is not a Lender with a US Commitment or a Canadian Commitment, as applicable, an
Affiliate of such Lender or an Approved Fund with respect to such Lender; and 
 (C) the consents of each Issuing Bank and the Swingline
Lender shall be required. 
 (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided, that (A) only one such fee will be payable in connection with simultaneous assignments to
two or more related Approved Funds by a Lender and (B) Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to
Administrative Agent an Administrative Questionnaire. 
 (v) No Assignment to Certain Persons. No such assignment shall be made to
(A) any Borrower or any Subsidiaries or Affiliates of any Borrower, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this
clause (B), or (C) any Disqualified Institution. 
 (vi) No Assignment to Natural Persons. No such assignment shall be
made to a natural Person. 
 (vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any
Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an
aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower
Representative and Administrative Agent, the applicable Commitment Percentage of Revolving Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and
fund as appropriate) its full Commitment Percentage of all Revolving Loans and participations in Letters of Credit and Swingline Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of
rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all
purposes of this Agreement until such compliance occurs. 
 Subject to acceptance and recording thereof by Administrative Agent pursuant to clause
(c) of this Section 13.10, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 6.8, 6.9, 6.10, 6.11 and 13.3 with respect to facts and circumstances occurring prior to the effective date of 

  
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such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of
any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section 13.10. 

(c) Register. Administrative Agent, acting solely for this purpose as a non-fiduciary agent of
the US Borrower, shall maintain at one of its offices in the United States, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amounts of (and stated interest on) the Revolving Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent
demonstrable error, and the US Borrower, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by Borrower Representative and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or Administrative Agent, sell
participations to any Person (other than a natural Person or a Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Revolving Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, Administrative Agent, the Issuing Bank, the Swingline Lender and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 13.3(c) with respect to any
payments made by such Lender to its Participant(s). 
 Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that
such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, modification or waiver or modification described in the first proviso to Section 13.2 that affects such Participant. The Borrowers agree that each
Participant shall be entitled to the benefits of Sections 6.9, 6.10 and 6.11 (subject to the requirements and limitations therein, including the requirements under Section 6.11(g) (it being understood
that the documentation required under Section 6.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause
(b) of this Section 13.10; provided, that such Participant (A) agrees to be subject to the provisions of Section 6.12 as if it were an assignee under clause
(b) of this Section 13.10; and (B) shall not be entitled to receive any greater payment under Sections 6.10 or 6.11, with respect to any participation, than its participating Lender would have
been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the
Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 6.12(b) with respect to any Participant. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 13.4 as though it were a Lender; provided, that such Participant agrees to be subject to Section 6.6 as though it were a
Lender. 

  
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 Each Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in
the Revolving Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is
necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the
Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any
notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest or grant a hypothec in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or assignee or beneficiary for such Lender as a party hereto. 

SECTION 13.11 Treatment of Certain Information; Confidentiality. Each of Administrative Agent, the Lenders and the Issuing Bank agrees
to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties (it being understood that the Persons to whom such disclosure is made will
be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by, or required to be disclosed to, any rating agency, or regulatory or similar authority
purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations, by any
order of a court or administrative agency, to establish any appropriate defenses or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, under
any other Loan Document or under any Bank Product Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Bank Product Agreement, or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section 13.11, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under
this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any Borrower and its obligations, this Agreement or payments
hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating Holdings or its Subsidiaries or the Credit Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and
monitoring of CUSIP numbers with respect to the Credit Facility, (h) with the consent of Borrower Representative, (i) to Gold Sheets and other similar bank trade publications, such information to consist of deal terms and other information
customarily found in such publications, and including the publication of “tombstones” by the Arrangers (after prior notice to the Administrative Agent and Borrower Representative), (j) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section 13.11 or (ii) becomes available to Administrative Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential
basis from a source other than Holdings or the Borrowers or (k) to governmental regulatory authorities in connection with any regulatory examination of Administrative Agent or any Lender or in accordance with Administrative Agent’s or any
Lender’s regulatory compliance policy if Administrative Agent or such Lender deems necessary for the mitigation of claims 

  
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by those authorities against Administrative Agent or such Lender or any of its subsidiaries or affiliates. For purposes of this Section 13.11,
“Information” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is
available to Administrative Agent, any Lender or the Issuing Bank on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof; provided, that, in the case of information received from a Credit Party or
any Subsidiary thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this
Section 13.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own
confidential information. 
 SECTION 13.12 Performance of Duties. Each of the Credit Party’s obligations under this Agreement
and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense. 
 SECTION 13.13 All Powers
Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, Administrative Agent and any Persons designated by Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other
Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated. 

SECTION 13.14 Survival. 

(a) All representations and warranties set forth in Article VIII and all representations and warranties contained in any certificate, or
any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and
warranties made under this Agreement shall be made or deemed to be made at and as of the Restatement Date (except those that are expressly made as of a specific date), shall survive the Restatement Date and shall not be waived by the execution and
delivery of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder. 
 (b) Notwithstanding any
termination of this Agreement, the indemnities to which Administrative Agent and the Lenders are entitled under the provisions of this Article XIII and any other provision of this Agreement and the other Loan Documents shall continue in full
force and effect and shall protect Administrative Agent and the Lenders against events arising after such termination as well as before. 

SECTION 13.15 Titles and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this
Agreement or any other Loan Document are for convenience only, and neither limit nor amplify the provisions of this Agreement or such other Loan Document. 

SECTION 13.16 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any other jurisdiction. 

  
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 SECTION 13.17 Counterparts; Integration; Effectiveness; Electronic Execution. 

(a) Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees
payable to Administrative Agent, the Issuing Bank, the Swingline Lender and/or the Arrangers, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in Section 7.1, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or
“tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. 
 (b) Electronic Execution
of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

SECTION 13.18 Term of Agreement. This Agreement shall remain in effect from the Restatement Date through and including the date upon
which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash
Collateralized) and the Commitment and the Canadian Commitment have been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of
this Agreement which survives such termination. 
 SECTION 13.19 USA PATRIOT Act. Administrative Agent and each Lender hereby
notifies the Borrowers that pursuant to the requirements of the PATRIOT Act and Canadian AML Laws, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address
of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the PATRIOT Act and applicable Canadian AML Laws. 

SECTION 13.20 Independent Effect of Covenants. The Borrowers expressly acknowledge and agree that each covenant contained in
Articles IX or X shall be given independent effect. Accordingly, the Borrowers shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles IX or X, before or after giving
effect to such transaction or act, the Borrowers shall or would be in breach of any other covenant contained in Articles IX or X. 

SECTION 13.21 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under each Guaranty Agreement in respect of Hedge Obligations (provided, that, each
Qualified ECP Guarantor shall only be liable under this Section 13.21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 13.21, or otherwise under each Guaranty Agreement, voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any 

  
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greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until payment in full of the Obligations. Each Qualified ECP Guarantor
intends that this Section 13.21 constitute, and this Section 13.21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for
all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 SECTION 13.22 Inconsistencies with Other Documents.
In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control (unless such other loan Document is the Intercreditor Agreement, in which case the terms of the
Intercreditor Agreement shall control); provided, that any provision of the Security Documents which imposes additional burdens on Holdings or any of its Subsidiaries or further restricts the rights of Holdings or any of its
Subsidiaries or gives Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. 

SECTION 13.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-in Action on any such liability, including, if applicable: 
 (i) a reduction in full or in
part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or other instruments of
ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights
with respect to any such liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability
in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 ARTICLE XIV 

ACKNOWLEDGMENT AND RESTATEMENT 

SECTION 14.1 Existing Obligations. The Credit Parties hereby acknowledge, confirm and agree that, as of the close of business on
December 28, 2017, Borrowers are indebted to Administrative Agent and Lenders (a) in respect of Revolving Loans under the Existing Credit Agreement in the aggregate principal amount of $3,970,599.56, and (b) in respect of LC
Obligations (as defined in the Existing Credit Agreement) incurred at the request or for the benefit of Borrowers in the aggregate principal amount of $10,725,544.96, in each case together with all interest accrued and accruing thereon (to the
extent applicable), and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrowers to Administrative Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description
whatsoever. On the date of this Agreement, such amounts shall be deemed to be Obligations under this Agreement and in all respects hereinafter subject to the terms hereof and the other Loan Documents. 

  
 173 








 SECTION 14.2 Acknowledgment of Security Interests. The Credit Parties hereby acknowledge,
confirm and agree that Administrative Agent on behalf of the Secured Parties shall continue to have a security interest in and lien upon the assets of the Credit Parties constituting Collateral heretofore granted to Administrative Agent pursuant to
the Loan Documents to secure the Obligations, as well as any Collateral granted under this Agreement or under any of the other Loan Documents or otherwise granted to or held by Administrative Agent or any Lender. The Liens of Administrative Agent in
the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such Liens interests to Administrative Agent and Lenders, whether under the Existing Credit Agreement, this Agreement or
any other Loan Documents. On and after the date of this Agreement, all such liens and security interests shall be subject to the terms of this Agreement and the other Loan Documents and in all respects subject to the terms herein or therein, as
applicable. 
 SECTION 14.3 Existing Loan Documents. Each of the Credit Parties hereby acknowledges, confirms and agrees that:
(a) the Existing Loan Documents have been duly executed and delivered by the Credit Parties and are in full force and effect as of the date hereof, (b) the agreements and obligations of the Credit Parties contained in the Existing Loan
Documents constitute the legal, valid and binding obligations of each of the Credit Parties, as the case may be, enforceable against such Credit Party, in accordance with their respective terms as modified by this Agreement and no Credit Party has a
valid defense to the enforcement of such obligations, (c) Administrative Agent and Lenders are entitled to all of the rights and remedies provided for in or arising pursuant to the Existing Loan Documents except to the extent that such Existing
Loan Documents have been amended and restated hereby, and (d) no action or omission by any Credit Party in respect of the Existing Loan Documents prior to the date hereof and no representation and warranty deemed made in respect of such
Existing Documents pursuant to any request for Revolving Loans or Letters of Credit under the Existing Credit Agreement by any of the Credit Parties prior to the date hereof shall be deemed the basis for any Default or Event of Default or the
exercise of any remedies under this Agreement after the date hereof. 
 SECTION 14.4 Restatement. 

(a) As of the date hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Loan
Documents are hereby amended and restated in their entirety, and (i) as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other
Loan Documents, except that nothing herein or in the other Loan Documents shall impair or adversely affect the continuation of the liability of Credit Parties for the Revolving Loans and the Letters of Credit and all accrued and unpaid interest
thereon and fees, costs, expenses and other charges with respect thereto (as amended and restated hereby and which are in all respects hereinafter subject to the terms of this Agreement and the other Loan Documents) and the security interests,
liens, and other interests in the Collateral heretofore granted, pledged and/or assigned by the Credit Parties to Administrative Agent or any Lender (whether directly, indirectly or otherwise) (as amended and restated hereby and which are in all
respects subject to the terms of this Agreement and the other Loan Documents), and (ii) no action or omission by any Credit Party in respect of the Existing Loan Documents prior to the date hereof and no representation and warranty deemed made
in respect of such Existing Loan Documents pursuant to any request for Revolving Loans or Letters of Credit under the Existing Credit Agreement by any of the Credit Parties prior to the date hereof shall be deemed the basis for any Default or Event
of Default or the exercise of any remedies under this Agreement after the date hereof. 

  
 174 








 (b) The amendment and restatement contained herein shall not, in any manner, be construed to
constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Revolving Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto, and the liens and security
interests securing such obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Administrative Agent, for itself and the benefit of
Lenders (as amended and restated hereby and which are in all respects subject to the terms of this Agreement and the other Loan Documents). 

(c) All of the Revolving Loans, the Letters of Credit and all accrued and unpaid interest thereon and fees with respect thereto under the
Existing Loan Documents shall be deemed Obligations of the Credit Parties pursuant to and expressly subject to the terms hereof. The principal amount of the Revolving Loans and the amount of the Letters of Credit outstanding as of the date hereof
under the Existing Loan Documents shall be allocated to the Revolving Loans and Letters of Credit hereunder in such manner and in such amounts as Administrative Agent shall determine in accordance with the terms hereof. 

[Signature pages to follow] 

  
 175 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by
their duly authorized officers, all as of the day and year first written above. 
  

			
	 BEACON ROOFING SUPPLY, INC.,

as Holdings

		
	By:	 	 /s/ Joseph M. Nowicki

	Name:	 	Joseph M. Nowicki
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	 BEACON SALES ACQUISITION, INC.,

as a US Borrower

		
	By:	 	 /s/ Joseph M. Nowicki

	Name:	 	Joseph M. Nowicki
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	 ALLIED BUILDING PRODUCTS CORP.,

as a US Borrower

		
	By:	 	 /s/ Joseph M. Nowicki

	Name:	 	Joseph M. Nowicki
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	 ALLIED BUILDING PRODUCTS LLC,

as a US Borrower

		
	By:	 	 /s/ Joseph M. Nowicki

	Name:	 	Joseph M. Nowicki
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer
	
	BEACON ROOFING SUPPLY CANADA COMPANY, as Canadian Borrower
		
	By:	 	 /s/ Joseph M. Nowicki

	Name:	 	Joseph M. Nowicki
	Title:	 	Executive Vice President, Chief Financial Officer and Treasurer



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	AGENTS AND LENDERS:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Bank and Lender
		
	By:	 	 /s/ Anwar S. Young

	Name:	 	Anwar S. Young
	Title:	 	Authorized Signatory



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	CITIBANK, N.A., as Lender
		
	By:	 	 /s/ Christopher Marino

	Name:	 	Christopher Marino
	Title:	 	Vice President and Director



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	Bank of America, N.A., as Lender
		
	By:	 	 /s/ Matthew T. O’Keefe

	Name:	 	Matthew T. O’Keefe
	Title:	 	Senior Vice President



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	JP Morgan Chase Bank, N.A., as Lender
		
	By:	 	 /s/ Jordan Azar

	Name:	 	Jordan Azar
	Title:	 	Authorized Officer



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	SunTrust Bank, as Lender
		
	By:	 	 /s/ Amanda Watkins

	Name:	 	Amanda Watkins
	Title:	 	Director



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	TD Bank, N.A., as US Lender
		
	By:	 	 /s/ Stephen A. Caffrey

	Name:	 	Stephen A. Caffrey
	Title:	 	Vice President



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	U.S. Bank National Association, as Lender
		
	By:	 	 /s/ Rod Swenson

	Name:	 	Rod Swenson
	Title:	 	Vice President



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	BRANCH BANKING AND TRUST COMPANY, as Lender
		
	By:	 	 /s/ David Miller

	Name:	 	David Miller
	Title:	 	Vice President



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	PNC Bank, N.A., as Lender
		
	By:	 	 /s/ James Crumlish

	Name:	 	James Crumlish
	Title:	 	AVP



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as Lender

		
	By:	 	 /s/ Michael Lockery

	Name:	 	Michael Lockery
	Title:	 	Senior Director



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	KeyBank National Association, as Lender
		
	By:	 	 /s/ Nadine M. Eames

	Name:	 	Nadine M. Eames
	Title:	 	Vice President



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Lender
		
	By:	 	 /s/ David G. Phillips

	Name:	 	David G. Phillips
	Title:	 	Senior Vice President
		 	Credit Officer, Canada
		 	Wells Fargo Capital Finance
		 	Corporation Canada



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	BANK OF AMERICA, N.A.
	(acting through its Canada Branch)
		
	By:	 	 /s/ Sylwia Durkiewicz

	Name:	 	Sylwia Durkiewicz
	Title:	 	Vice President
	Address:	 	181 Bay Street
		 	Toronto, Ontario
		 	M5J 2V8
	Facsimile: (312) 453-4041



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
			
	JPMorgan Chase Bank, N.A., TORONTO BRANCH, as Lender
		
	By:	 	 /s/ Auggie Marchetti

	Name:	 	Auggie Marchetti
	Title:	 	Authorized Officer



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 
					
	The TORONTO-DOMINION BANK, as Canadian Lender
			
	By:	 	 /s/ Geraldine Tossie
	 	 /s/ Darcy Mack

	Name:	 	Geraldine Tossie	 	Darcy Mack
	Title:	 	Analyst	 	AVP



  
 [Signature Page to
Amended and Restated Credit Agreement] 








 [Execution] 

EXHIBIT A-1 

to 
 Amended and Restated Credit
Agreement 
 FORM OF US REVOLVING CREDIT NOTE 

AMENDED AND RESTATED US REVOLVING CREDIT NOTE 
  

			
	$                        	  	                      , 20      

 FOR VALUE RECEIVED the undersigned US Borrowers (as defined herein) jointly and severally promise to pay to
                                     (the “Lender”), at the
place and times provided in the Credit Agreement referred to below the principal sum of                          DOLLARS
($                        ) or, if less, the unpaid principal amount of all US Revolving Loans made by the Lender from time to
time pursuant to that certain Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among
Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation (“Sales”), certain Subsidiaries of Holdings signatories hereto (such Subsidiaries, collectively with Sales,
“US Borrowers”), Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms
used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 
 This is a “US Revolving Credit
Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The unpaid principal amount of this US Revolving Credit Note from time to time outstanding is payable as provided in the Credit
Agreement and shall bear interest as provided in Section 6.1 of the Credit Agreement. All payments of principal and interest on this US Revolving Credit Note shall be payable in Dollars in immediately available funds as provided in the Credit
Agreement. 
 This US Revolving Credit Note is entitled to the benefits of, and evidences US Obligations incurred under, the Credit
Agreement, to which reference is made for a description of the security for this US Revolving Credit Note and for a statement of the terms and conditions on which the US Borrowers are permitted and required to make prepayments and repayments of
principal of the US Obligations evidenced by this US Revolving Credit Note and on which such US Obligations may be declared to be immediately due and payable. 

THIS US REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING
WITHOUT LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 

The Indebtedness evidenced by this US Revolving Credit Note is senior in right of payment to all Subordinated Indebtedness referred to in the
Credit Agreement. 
 Each US Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as
required by the Credit Agreement) notice of any kind with respect to this US Revolving Credit Note. 

  








 This US Revolving Credit Note amends and restates in its entirety the US Revolving Credit Note by
the US Borrowers in favor of Lender dated October 1, 2015 (“Existing Note”), but does not extinguish the unpaid liabilities and obligations evidenced by the Existing Note. Each US Borrower hereby acknowledges that it is indebted to
Lender for interest through the date hereof under the Existing Note and for interest accruing hereunder from and after the date hereof. The amendment and restatement of the Existing Note shall not in any manner be construed to constitute payment of,
or impair, limit, cancel or extinguish or constitute a novation in respect of, the indebtedness and other obligations and liabilities of the US Borrowers evidenced by or arising under the Existing Note, and the liens and security interests securing
such indebtedness shall not in any manner be impaired, limited, terminated, waived or released hereby. 
 [Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have executed this US Revolving Credit Note under seal as of
the day and year first above written. 
  

			
	[US BORROWERS]


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [Signature Page to US
Credit Revolving Note] 








 EXHIBIT A-2 

to 
 Amended and Restated Credit
Agreement 
 FORM OF CANADIAN REVOLVING CREDIT NOTE 

AMENDED AND RESTATED CANADIAN REVOLVING CREDIT NOTE 
  

			
	$                         	  	                              ,
20      

 FOR VALUE RECEIVED, the undersigned BEACON ROOFING SUPPLY CANADA COMPANY, an unlimited liability company
organized under the laws of Nova Scotia (the “Canadian Borrower”) promises to pay to                      (the “Lender”), at the
place and times provided in the Credit Agreement referred to below, the principal sum of the US Dollar Equivalent of                     
DOLLARS ($                    ) or, if less, the unpaid principal amount of all Canadian Revolving Loans made by the Lender from time to time
pursuant to that certain Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Beacon
Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation, certain Subsidiaries of Holdings, the Canadian Borrower, the Lenders party thereto and Wells Fargo Bank, National
Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

This is a “Canadian Revolving Credit Note” to which reference is made in the Credit Agreement and is subject to all terms and
provisions thereof. The unpaid principal amount of this Canadian Revolving Credit Note from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest as provided in Section 6.1 of the Credit Agreement. All
payments of principal and interest on this Canadian Revolving Credit Note shall be payable in the applicable currency in immediately available funds as provided in the Credit Agreement. 

This Canadian Revolving Credit Note is entitled to the benefits of, and evidences Canadian Obligations incurred under, the Credit Agreement,
to which reference is made for a description of the security for this Canadian Revolving Credit Note and for a statement of the terms and conditions on which the Canadian Borrower is permitted and required to make prepayments and repayments of
principal of the Canadian Obligations evidenced by this Canadian Revolving Credit Note and on which such Canadian Obligations may be declared to be immediately due and payable. 

THIS CANADIAN REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
INCLUDING WITHOUT LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 

The Indebtedness evidenced by this Canadian Revolving Credit Note is senior in right of payment to all Subordinated Indebtedness referred to
in the Credit Agreement. 
 The Canadian Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest
and (except as required by the Credit Agreement) notice of any kind with respect to this Canadian Revolving Credit Note. 

  








 This Canadian Revolving Credit Note amends and restates in its entirety the Canadian Revolving
Credit Note by the Canadian Borrower in favor of Lender dated October 1, 2015 (“Existing Note”), but does not extinguish the unpaid liabilities and obligations evidenced by the Existing Note. The Canadian Borrower hereby acknowledges
that it is indebted to Lender for interest through the date hereof under the Existing Note and for interest accruing hereunder from and after the date hereof. The amendment and restatement of the Existing Note shall not in any manner be construed to
constitute payment of, or impair, limit, cancel or extinguish or constitute a novation in respect of, the indebtedness and other obligations and liabilities of the Canadian Borrower evidenced by or arising under the Existing Note, and the liens and
security interests securing such indebtedness shall not in any manner be impaired, limited, terminated, waived or released hereby. 

[Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, the undersigned has executed this Canadian Revolving Credit Note under seal
as of the day and year first above written. 
  

			
	BEACON ROOFING SUPPLY CANADA COMPANY


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [Signature Page to
Canadian Revolving Credit Note] 








 EXHIBIT A-3 

to 
 Amended and Restated Credit
Agreement 
 FORM OF US SWINGLINE NOTE 

AMENDED AND RESTATED US SWINGLINE NOTE 
  

			
	$                    	  	                              ,
20      

 FOR VALUE RECEIVED the undersigned US Borrowers (as defined herein) jointly and severally promise to pay to
WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of
[                    ] DOLLARS
($                    ) or, if less, the unpaid principal amount of all US Swingline Loans made by the Lender from time to time pursuant to that
certain Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Beacon Roofing Supply,
Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation (“Sales”), certain Subsidiaries of Holdings signatories hereto (such Subsidiaries, collectively with Sales, “US
Borrowers”), Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used
herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 
 This is a “US Swingline Note”
to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof. The unpaid principal amount of this US Swingline Note from time to time outstanding is payable as provided in the Credit Agreement and shall bear
interest as provided in Section 6.1 of the Credit Agreement. All payments of principal and interest on this US Swingline Note shall be payable in Dollars in immediately available funds as provided in the Credit Agreement. 

This US Swingline Note is entitled to the benefits of, and evidences US Obligations incurred under the Credit Agreement, to which reference is
made for a description of the security for this US Swingline Note and for a statement of the terms and conditions on which the US Borrowers are permitted and required to make prepayments and repayments of principal of the US Obligations evidenced by
this US Swingline Note and on which such US Obligations may be declared to be immediately due and payable. 
 THIS US SWINGLINE NOTE SHALL
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 
 The Indebtedness evidenced by this US Swingline Note is
senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement. 
 Each US Borrower hereby waives all
requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this US Swingline Note. 

  








 This US Swingline Note amends and restates in its entirety the US Swingline Note by the US
Borrowers in favor of Lender dated October 1, 2015 (“Existing Note”), but does not extinguish the unpaid liabilities and obligations evidenced by the Existing Note. Each US Borrower hereby acknowledges that it is indebted to Lender
for interest through the date hereof under the Existing Note and for interest accruing hereunder from and after the date hereof. The amendment and restatement of the Existing Note shall not in any manner be construed to constitute payment of, or
impair, limit, cancel or extinguish or constitute a novation in respect of, the indebtedness and other obligations and liabilities of the US Borrowers evidenced by or arising under the Existing Note, and the liens and security interests securing
such indebtedness shall not in any manner be impaired, limited, terminated, waived or released hereby. 
 [Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have executed this US Swingline Note under seal as of the day
and year first above written. 
  

			
	[US BORROWERS]


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [Signature Page to US
Swingline Note] 








 EXHIBIT A-4 

to 
 Amended and Restated Credit
Agreement 
 FORM OF CANADIAN SWINGLINE NOTE 

AMENDED AND RESTATED CANADIAN SWINGLINE NOTE 
  

			
	$                    	 	                              ,
20        

 FOR VALUE RECEIVED the undersigned BEACON ROOFING SUPPLY CANADA COMPANY, an unlimited liability company
organized under the laws of Nova Scotia (the “Canadian Borrower”), promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal
sum of the US Dollar Equivalent of                     
($                     ) or, if less, the unpaid principal amount of all Canadian Swingline Loans made by the Lender from time to time pursuant to
that certain Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among Beacon Roofing
Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation, certain Subsidiaries of Holdings, the Canadian Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, as
Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

This is a “Canadian Swingline Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions
thereof. The unpaid principal amount of this Canadian Swingline Note from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest as provided in Section 6.1 of the Credit Agreement. All payments of
principal and interest on this Canadian Swingline Note shall be payable in the applicable currency in immediately available funds as provided in the Credit Agreement. 

This Canadian Swingline Note is entitled to the benefits of, and evidences Canadian Obligations incurred under the Credit Agreement, to which
reference is made for a description of the security for this Canadian Swingline Note and for a statement of the terms and conditions on which the Canadian Borrower is permitted and required to make prepayments and repayments of principal of the
Canadian Obligations evidenced by this Canadian Swingline Note and on which such Canadian Obligations may be declared to be immediately due and payable. 

THIS CANADIAN SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
WITHOUT LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 

The Indebtedness evidenced by this Canadian Swingline Note is senior in right of payment to all Subordinated Indebtedness referred to in the
Credit Agreement. 
 The Canadian Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and
(except as required by the Credit Agreement) notice of any kind with respect to this Canadian Swingline Note. 







 This Canadian Swingline Note amends and restates in its entirety the Canadian Swingline Note by
the Canadian Borrower in favor of Lender dated October 1, 2015 (“Existing Note”), but does not extinguish the unpaid liabilities and obligations evidenced by the Existing Note. The Canadian Borrower hereby acknowledges that it is
indebted to Lender for interest through the date hereof under the Existing Note and for interest accruing hereunder from and after the date hereof. The amendment and restatement of the Existing Note shall not in any manner be construed to constitute
payment of, or impair, limit, cancel or extinguish or constitute a novation in respect of, the indebtedness and other obligations and liabilities of the Canadian Borrower evidenced by or arising under the Existing Note, and the liens and security
interests securing such indebtedness shall not in any manner be impaired, limited, terminated, waived or released hereby. 
 [Signature Page
Follows] 

  
 2 








 IN WITNESS WHEREOF, the undersigned has executed this Canadian Swingline Note under seal as of
the day and year first above written. 
  

			
	BEACON ROOFING SUPPLY CANADA COMPANY


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [Signature Page to
Canadian Swingline Note] 








 EXHIBIT B 

to 
 Amended and Restated Credit
Agreement 
 FORM OF NOTICE OF BORROWING 

NOTICE OF BORROWING 
 Dated as of:
                     
 Wells Fargo Bank,
National Association, 
 as Administrative Agent 

One Boston Place, 18th Floor 
 Boston, Massachusetts 02108 

Attention: Portfolio Manager – Beacon Roofing Supply 

Ladies and Gentlemen: 
 This irrevocable Notice
of Borrowing is delivered to you pursuant to Section 2.3 of the Amended and Restated Credit Agreement dated as of January 2, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company,
an unlimited liability company organized under the laws of Nova Scotia (the “Canadian Borrower”), the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit Agreement. 
 1. The Borrower Representative, on behalf of the [US
Borrowers][Canadian Borrower], hereby requests that the Lenders make a [US Revolving Loan][US Swingline Loan][Canadian Revolving Loan][Canadian Swingline Loan] to the [US Borrowers][Canadian Borrower] denominated in [US/Canadian] Dollars in the
aggregate principal [US Dollar Equivalent] amount of $                    . (Complete with an amount in accordance with Section 2.3 of the
Credit Agreement.) 
 2. The Borrower Representative, on behalf of the [US Borrowers][Canadian Borrower], hereby requests that such Revolving
Loan(s) be made on the following Business Day:                    . (Complete with a Business Day in accordance with Section 2.3 of the Credit
Agreement for Revolving Loans or Swingline Loans). 
 3. The Borrower Representative, on behalf of the [US Borrowers][Canadian Borrower],
hereby requests that such Revolving Loan(s) bear interest at the following interest rate, plus the Applicable Margin, as set forth below: 
  

					
	 Component of
Loan1
	  	 Interest Rate
	  	
Interest Period (LIBOR Rate only)

		  	 [US Base Rate,

Canadian Base

Rate, LIBOR

Rate or Canadian

BA Rate]2
	  	

  
  

	1 	Complete with the Dollar amount or Canadian Dollar amount, as applicable, of that portion of the overall Revolving Loan requested that is to bear interest at the selected interest rate and/or Interest Period (e.g. for a
$20,000,000 US Revolving Loan, $5,000,000 may be requested at the US Base Rate, $8,000,000 may be requested at LIBOR with an interest period of three months and $7,000,000 may be requested at LIBOR with an interest period of one month).



	2 	Complete with (i) the US Base Rate or the LIBOR Rate for US Revolving Loans, (ii) the Canadian Base Rate, Canadian BA Rate (if denominated in Canadian Dollars) or the LIBOR Rate (if denominated in US Dollars) for
Canadian Revolving Loans, (iii) the US Base Rate for US Swingline Loans, or (iv) the Canadian Base Rate for Canadian Swingline Loans. 








 4. The aggregate principal amount of all Revolving Loans and LC Obligations outstanding as of the
date hereof (including the Revolving Loan(s) requested herein) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement. 

5. All of the conditions applicable to the Revolving Loan(s) requested herein as set forth in the Credit Agreement have been satisfied as of
the date hereof and will remain satisfied to the date of such Revolving Loan. 
 [Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing as of the day and year
first written above. 
  

			
	 BEACON ROOFING SUPPLY, INC.,
 as
Borrower Representative



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 [Signature Page to Notice of Borrowing] 







 EXHIBIT C 

to 
 Amended and Restated Credit
Agreement 
 FORM OF NOTICE OF CONVERSION/CONTINUATION 

NOTICE OF CONVERSION/CONTINUATION 

Dated as of:                     

 Wells Fargo Bank, National Association, 
 as
Administrative Agent 
 One Boston Place, 18th Floor 
 Boston,
Massachusetts 02108 
 Attention: Portfolio Manager – Beacon Roofing Supply 

Ladies and Gentlemen: 
 This irrevocable Notice
of Conversion/Continuation (this “Notice”) is delivered to you pursuant to Section 6.2 of the Amended and Restated Credit Agreement dated as of January 2, 2018 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation, certain Subsidiaries of
Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and
not defined herein shall have the meanings assigned thereto in the Credit Agreement. 
 1. The Revolving Loan to which this Notice relates is
[a US Revolving Loan][a Canadian Revolving Loan]. (Delete as applicable.) 
 2. This Notice is submitted for the purpose of: (Check one and
complete applicable information in accordance with the Credit Agreement.) 
  

							
	 Converting all or a portion of a
[                    ] Loan into a [                ]
Loan
	 
		
	 Outstanding principal balance:
	  	[$][C$]                        	 
	 Principal amount to be converted:
	  	[$][C$]                        	 
	 Requested effective date of conversion:
	  	                                   
   	 
	 [Last day of the current Interest Period:
	  	                                   
 ]	 
	 [Requested new Interest Period:
	  	                                   
 ]	 
	
	 Continuing all or a portion of a
[                    ] Loan as a
[                    ] Loan
	 
		
	 Outstanding principal balance:
	  	[$][C$]                        	 
	 Principal amount to be continued:
	  	[$][C$]                         	 
	 Last day of the current Interest Period:
	  	                                    	  			
	Requested effective date of continuation:	  	                                    	  			
	Requested new Interest Period:	  	                                    	  			








 3. The aggregate principal amount of all Revolving Loans and LC Obligations outstanding as of the
date hereof does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement. 
 [Signature Page
Follows] 

  
 2 








 IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/Continuation as of the
day and year first written above. 
  

			
	 BEACON ROOFING SUPPLY, INC.,
 as
Borrower Representative



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 [Signature Page to Notice of Conversion/Continuation] 







 EXHIBIT D 

to 
 Amended and Restated Credit
Agreement 
 [RESERVED] 
  







 EXHIBIT E 

to 
 Amended and Restated Credit
Agreement 
 FORM OF PERFECTION CERTIFICATE 

PERFECTION CERTIFICATE 

Reference is made to the Amended and Restated Credit Agreement dated as of January 2, 2018 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Beacon Roofing Supply, Inc. (“Holdings”) and certain of its subsidiaries as borrowers, the lenders from time to time party
thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for such lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the meanings
assigned in the Credit Agreement (or the Security Documents referred to therein, as applicable). 
 The undersigned, a [Financial Officer]
and a Responsible Officer of Holdings, hereby certify to the Administrative Agent and each other Secured Party as follows: 
 1. Names. (a) The
exact legal name of each Grantor, as such name appears in its respective certificate of formation or organization, is set forth on Schedule 1(a). 

(b) Set forth on Schedule 1(b) is (i) each other legal name each Grantor has had in the past five years, together with the date of the relevant
change and (ii) each other name (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time
during the past five years. 
 (c) Except as set forth on Schedule 1(c), no Grantor has changed its identity or corporate structure
in any way within the past five years. Changes in identity or corporate structure would include mergers, consolidations and acquisitions (including acquisitions of all or substantially all of the assets of another Person), as well as any change in
the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1(c) the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a
merger or consolidation. 
 (d) Set forth on Schedule 1(d) is (i) the Organizational Identification Number, if any, issued by the jurisdiction of
formation of each Grantor that is a registered organization and (ii) the Federal Taxpayer Identification Number of each Grantor. 
 2. Current
Locations. (a) The jurisdiction of formation or organization of each Grantor that is a registered organization is set forth on Schedule 2(a) opposite its name. 

(b) The chief executive office of each Grantor is located at the address set forth on Schedule 2(b) opposite its name. 

(c) Set forth on Schedule 2(c) opposite the name of each Grantor are all locations where such Grantor maintains any books or records relating to any
accounts or inventory (with each location at which chattel paper, if any, is kept being indicated by an “*”). 
 (d) Set forth on Schedule
2(d) opposite the name of each Grantor are all locations where such Grantor maintains any inventory. 







 (e) Set forth on Schedule 2(e) opposite the name of each Grantor are all the locations, not otherwise
identified in Schedules 2(b), (c) or (d), where such Grantor maintains any equipment or other Collateral. 
 (f) Set forth on
Schedule 2(f) opposite the name of each Grantor are all the places of business of such Grantor (including any real property owned by such Grantor) not identified in Schedules 2(b), (c), (d) or (e). 

(g) Set forth on Schedule 2(g) opposite the name of each Grantor are the names and addresses of all Persons other than such Grantor that have possession
of any of the inventory, equipment or other Collateral of such Grantor. 
 (h) Set forth on Schedule 2(h) is a list of all real property owned by each
Grantor, the name of the Grantor that owns such real property and the fair market value of such real property[, to the extent an appraisal exists with respect to such real property or, in the absence of any such appraisal, the book value of such
real property]. 
 3. Unusual Transactions. All Accounts have been originated by the Grantors and all inventory has been either acquired by the
Grantors in the ordinary course of business or manufactured by the Grantors. 
 4. File Search Reports. File search reports have been obtained from
each Uniform Commercial Code filing office identified with respect to such Grantor in Section 2 hereof and provided to the Agents, and such search reports reflect no liens against any of the Collateral other than those
permitted under the Credit Agreement. 
 5. UCC Filings. Financing statements in substantially the form of Schedule 5 hereto have been prepared
for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located and, to the extent any of the Collateral is comprised of fixtures, timber to be cut or as extracted Collateral from the wellhead or
minehead, in the proper local jurisdiction, in each case as set forth with respect to such Grantor in Section 2 hereof. 
 6.
Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting forth, with respect to the filings described in Section 5 above, each filing and the filing office in which such filing is to be made.

 7. Stock Ownership and other Equity Interests. Attached hereto as Schedule 7 is a true and correct list of (a) all the issued and
outstanding stock, partnership interests, limited liability company membership interests or other equity interests of Holdings and each of its Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership
interests or other equity interests and (b) each equity investment of Holdings or any of its Subsidiaries that represents 50% or less of the equity interests of the Person in which such investment was made, in each case specifying the issuer
and certificate number of, and the number and percentage of ownership represented by, such equity interests and if such equity interests are not required to be pledged under any of the Loan Documents, the reason therefor. 

8. Debt Instruments. Attached hereto as Schedule 8 is a true and correct list of all promissory notes and other evidence of
Indebtedness held by Holdings and each of its Subsidiaries that are required to be delivered to the Administrative Agent (subject to the Intercreditor Agreement), including all intercompany Indebtedness, in each case specifying the creditor and
debtor thereunder and the type and outstanding principal amount thereof. 
 9. Advances. Attached hereto as Schedule 9 is (a) a true and
correct list of all advances made by Holdings to any of its Subsidiaries or by any Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings (other than those identified on Schedule 8), which advances will be on and after the
date 

  
 2 








 
hereof evidenced by one or more intercompany notes pledged to the Administrative Agent and (b) a true and correct list of all unpaid intercompany transfers of goods sold and delivered by or
to Holdings or any of its Subsidiaries, in each case specifying the creditor and debtor thereunder and the type and outstanding principal amount thereof. 

10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting forth, with respect to each Mortgaged Property,
(a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the
current record owner of such property reflected in the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or
recorded in order for the Administrative Agent to obtain a perfected security interest therein. 
 11. Intellectual Property. Attached hereto as
Schedule 11(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth, with respect to each Grantor, each patent (including each patent application) owned by such Grantor,
and the name of the registered owner, type, registration or application number and the expiration date (if already registered) thereof. Also set forth on Schedule 11(A) is a schedule setting forth all patent licenses granted to any Grantor.

 Attached hereto as Schedule 11(B) in proper form for filing with the United States Patent and Trademark Office is a schedule
setting forth, with respect to each Grantor, each trademark (including each trademark application) owned by such Grantor, and the name of the registered owner, the registration or application number and the expiration date (if already
registered) thereof. Also set forth on Schedule 11(B) is a schedule setting forth all trademark licenses granted to any Grantor. 
 Attached hereto
as Schedule 11(C) in proper form for filing with the United States Copyright Office is a schedule setting forth, with respect to each Grantor, each copyright (including each copyright application) owned by such Grantor, and
the name of the registered owner, the title and the registration number (if already registered) thereof. Also set forth on Schedule 11(C) is a schedule setting forth all copyright licenses granted to any Grantor, including in proper form for
filing with the United States Copyright Office, all exclusive copyright licenses granted to any Grantor. 
 Attached hereto as Schedule 11(D) in
proper form for filing with the Canadian Intellectual Property Office is a schedule setting forth, with respect to each Grantor, all trademarks, patents, copyrights, industrial designs, domain names and other intellectual property in respect of
which the Grantor has registered its ownership or licensee rights or applied for the registration of its ownership or licensee rights, together with such registration or application particulars and including in each case the name of the registered
owner. 
 12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of commercial tort claims in
excess of $1,000,000 held by any Grantor, including a brief description thereof. 
 13. Deposit Accounts. Attached hereto as
Schedule 13 is a true and correct list of deposit accounts maintained by each Grantor, including the name and address of the depositary institution, the type of account and the account number and if such deposit account is
not required to be subject to a control agreement under any of the Loan Documents, the reason therefor. 
 14. Securities Accounts and Commodities
Accounts. Attached hereto as Schedule 14 is a true and correct list of securities accounts and commodities accounts maintained by each Grantor, including the name and address of the intermediary institution, the type of
account and the account number and if such securities or commodities account is not required to be subject to a control agreement under any of the Loan Documents, the reason therefor. 

  
 3 








 15. Letter-of-Credit
Rights. Attached hereto as Schedule 15 is a true and correct list of all letters of credit issued in favor of any Grantor, including the name and address of the issuer (and if applicable, the confirmer) with respect to such letter of
credit. 
 16. Assignment of Claims Act. Attached hereto as Schedule 16 is a true and correct list of all written contracts between each
Grantor and the United States government or any department or agency thereof that have a remaining value of at least $1,000,000, setting forth the contract number, name and address of contracting officer (or other party to whom a notice of
assignment under the Assignment of Claims Act should be sent), contract start date, agency with which the contract was entered into, and a description of the contract type. 

17. Chattel Paper. Attached hereto as Schedule 17 is a true and complete list, for each Grantor, of all chattel paper (whether tangible and
electronic), specifying the Grantor and obligor thereunder, the type, the due date and outstanding principal amount thereof. 
 18. Material
Indebtedness. Attached hereto as Schedule 18 is a description of any agreement or arrangement to which a Grantor is a party that relates to indebtedness in an outstanding amount of $500,000 or more. 

[Signature Page Follows] 

  
 4 








 IN WITNESS WHEREOF, the undersigned have duly executed this Perfection Certificate on the date
first above written. 
  

			
	BEACON ROOFING SUPPLY, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	[Financial Officer]


 [Signature Page to Perfection Certificate] 







 EXHIBIT F 

to 
 Amended and Restated Credit
Agreement 
 FORM OF COMPLIANCE CERTIFICATE 

COMPLIANCE CERTIFICATE 
 Dated as
of:                              

The undersigned on behalf of Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), as Borrower Representative, hereby
certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows: 
 1. This
certificate is delivered to you pursuant to Section 9.2 of the Amended and Restated Credit Agreement dated as of January 2, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), by and among Holdings, Beacon Sales Acquisition, Inc., a Delaware corporation, certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova
Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

2. I have reviewed the financial statements of Holdings and its Subsidiaries dated as of
                         and for the
                         period[s] then ended and such statements fairly present in all material respects the financial condition
of Holdings and its Subsidiaries as of the dates indicated and the results of their operations and cash flows for the period[s] indicated. 

3. I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision,
a review in reasonable detail of the transactions and the condition of Holdings and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence
during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as of the date of this certificate [except, if
such condition or event existed or exists, describe the nature and period of existence thereof and what action Holdings has taken, is taking and proposes to take with respect thereto]. 

4. As of the date of this certificate, the Applicable Margin and calculations determining such figures are set forth on the attached Schedule
1, Holdings and its Subsidiaries are in compliance with the financial covenant contained in Section 10.13 of the Credit Agreement as shown on such Schedule 1 and Holdings and its Subsidiaries are in compliance with the other covenants and
restrictions contained in the Credit Agreement. 
 [Signature Page Follows] 







 WITNESS the following signature as of the day and year first written above. 

 

			
	 BEACON ROOFING SUPPLY, INC.,
 as
Borrower Representative



 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 [Signature Page to Compliance Certificate] 







 Schedule 1 

to 
 Compliance Certificate

 For the Quarter/Year ended
                                     (the “Statement Date”)

 Section 10.13 Minimum Fixed Charge Coverage Ratio 

 

					
	(I)	 	Consolidated EBITDA for the immediately preceding four (4) consecutive fiscal quarters, or as of the end of a fiscal month for the immediately preceding twelve (12) consecutive fiscal months at any time that Borrowers are
required to deliver monthly financial statements, in each case for which Administrative Agent has received financial statements, less the amount of Capital Expenditures for such period (other than those Capital Expenditures that are financed with
any Indebtedness except for Revolving Loans) as determined on a pro forma basis	 	$                        
			
	(II)	 	 Consolidated Fixed Charges for such period as determined on a

pro forma basis
	 	
$                        


			
	(III)	 	Line B(I) divided by Line B(II)	 	
                 to
1.00

			
	(IV)	 	Minimum permitted Fixed Charge Coverage Ratio as	 	1.00 to 1.00
		 	set forth in Section 10.13 of the Credit Agreement	 	
			
	(V)	 	In Compliance?	 	Yes/No








 EXHIBIT G 

to 
 Amended and Restated Credit
Agreement 
 FORM OF BORROWING BASE CERTIFICATE 

[See attached] 








							
	



	  	Summary Page Borrowing Base Certificate	  	

  

									
	 Date
	  	  
	  		  		  	
	 Name
	  	  
	  		  	


                        
        A/R As of:      

                        
        Inventory As of:      

 

The undersigned, Beacon Roofing Supply, Inc. (“Borrower Representative”), pursuant to that certain
Amended and Restated Credit Agreement dated as of January 2, 2018 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among Borrower Representative
and certain of its subsidiaries, the lenders signatory thereto from time to time and Wells Fargo Bank, N.A. as the arranger and administrative agent (in such capacity, together with its successors and assigns, if any, in such capacity,
“Agent”), hereby certifies to Agent that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are complete and correct, and that Borrower is in compliance with and,
after giving effect to any currently requested Extensions of Credit, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement. 

  

			          		          		          			          				          				          			          		          		          
	 	 	 	 	 	 	 	  	 	 	  	US
(USD)	 	  	Allied
(USD)	 	  	US
Total	  	Canada
(USD)	  	Total
		 		 		 		  				  				  				  		  		  	
	Accounts Receivable
	 Accounts Receivable Balance per Aging Report Assigned To Wells Fargo Capital
Finance
	  				  				  				  	-	  		  	-
		 		 		 		  				  	  
	  
	 	  	  
	  
	 	  	  
	  	  
	  	  

	 Less Ineligibles (detailed on page 2)
	  				  				  				  	-	  		  	-
		 		 		 		  				  	  
	  
	 	  	  
	  
	 	  	  
	  	  
	  	  

	 Eligible Accounts Receivable
	  				  				  				  	-	  		  	-
		 		 		 		  				  	  
	  
	 	  	  
	  
	 	  	  
	  	  
	  	  

	 Accounts Receivable Availability before Sublimit(s)
	  				  				  				  	-	  		  	-
	 Net Available Accounts Receivable after Sublimit(s)
	  				  	 	 	 	  	 	 	 	  	-	  	 	  	-
	Inventory
	 Inventory Balance Assigned To Wells Fargo Capital Finance
	  				  				  				  	-	  		  	-
		 		 		 		  				  	  
	  
	 	  	  
	  
	 	  	  
	  	  
	  	  

	 Less Ineligibles (detailed on page 3)
	  				  				  				  	-	  		  	-
		 		 		 		  				  	  
	  
	 	  	  
	  
	 	  	  
	  	  
	  	  

	 Eligible Inventory
	  				  				  				  	-	  		  	-
		 		 		 		  				  	  
	  
	 	  	  
	  
	 	  	  
	  	  
	  	  

	 Inventory Availability before Sublimit(s)
	  				  				  				  	-	  		  	-
	 Available Inventory after Sublimit(s)
	  				  	 	 	 	  	 	 	 	  	-	  	 	  	-
	Summary & Other Assets
	 Reserves
	  				  				  				  		  		  	
	
                   
                             
	 		 	Loan ID #:	  				  				  				  		  		  	-
		 		 		 		  	  
	  
	 	  				  				  	  
	  	  
	  	  

	
                   
                             
	 		 	Loan ID #:	  				  				  				  		  		  	-
		 		 		 		  	  
	  
	 	  				  				  	  
	  	  
	  	  

	
                   
                             
	 		 	Loan ID #:	  				  				  				  		  		  	
		 		 		 		  	  
	  
	 	  				  				  		  		  	
	 Total Reserves Calculated before the Credit Line
	 		  				  				  				  	-	  	-	  	-
		 		 		 		  				  				  				  		  		  	
	 Total Collateral Availability
	 		  				  				  				  	-	  	-	  	-
		 		 		 		  				  				  				  		  		  	
		 	US Credit Line	 	1,200,000,000.00	 		  				  	 
	Suppressed
Availability	 
 	  	-	  	-	  	-
		 		 	  
	 		  				  				  				  		  		  	
	 Availability before Reserves
	 	Canadian Credit Line	 	100,000,000.00	 	Total Credit Line	  	 	1,300,000,000.00	 	  				  				  	-	  	-	  	-
		 		 	  
	 		  	  
	  
	 	  				  				  		  		  	
	 Reserves
	 		 		 		  				  				  				  		  		  	
	 Priority Payable
Reserve        
	 		 	Loan ID #:	  				  				  				  		  		  	-
		 		 		 		  	  
	  
	 	  				  				  	  
	  	  
	  	  

	 Rent Reserve
(Beacon)         
	 		 	Loan ID #:	  				  				  				  		  		  	-
		 		 		 		  	  
	  
	 	  				  				  	  
	  	  
	  	  










			          		          		          			          				          				          			          		          		          
	 Rent Reserve
(Allied)             
	 		 	Loan ID #:	  				  				  				  		  		  	-
		 		 		 		  	  
	  
	 	  				  				  	  
	  	  
	  	  

	 PacSource Contractor

Liability GL# 2540-40        
 
	 		 	Loan ID #:	  				  				  				  		  		  	-
		 		 		 		  	  
	  
	 	  				  				  		  		  	
	 Total Reserves Calculated after the Credit Line
	 		 		  				  				  				  	 	  	 	  	-
		 		 		 		  				  				  				  		  		  	
	 Total Availability after Reserves before Loan Balance and LCs
	 		 		  				  				  				  	 	  	 	  	-
		 		 		 		  				  				  				  		  		  	
	 Letter of Credit Balance
	 		 		  	 	As of:     	 	  				  				  		  		  	-
		 		 		 		  				  				  				  	  
	  	  
	  	  

	 Loan Ledger Balance
	 		 		 		  	 	As of:     	 	  				  				  		  		  	-
		 		 		 		  				  				  				  		  		  	
	 Net Availability
	 		 		 		  				  				  				  	-	  	-	  	-
		 		 		 		  				  				  				  		  		  	

  

Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrower Representative that
(i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and
as of the effective date of any advance, continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date, in which case such
representation or warranty shall have been true and correct as of such earlier date, and except to the extent any representation or warranty is already qualified by materiality or reference to a Material Adverse Effect, in which case, such
representation or warranty shall be true and correct in all respects), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such
effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iv) all of the foregoing is complete and correct as of the
effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. 

  

 
 Authorized Signer 








																											
		 		  		  		  		  		  		  		  				  	 	



	 	  		  	
	Accounts Receivable Availability Detail	  		  		  		  		  		  				  	 	Exchange Rate	 	  		  	
	 Name:
	 		  	
  Beacon Roofing Supply        
	  		  		  		  		  		  				  	 	#DIV/0!	 	  		  	
	 Report based on Aging dated:
	  	 	  		  	 	  		  	 	  				  				  		  	
												
	 	 	 	  	Loan ID #:	  	 	  	 	  	 	  	 	  	 	  	 	 	  	 	 	  	 	  	FYI
												
	 	 	 	  	Division Name:	  	 US

(USD)
	  	 	  	 Allied

(USD)
	  	 	  	 CANADA

(USD)
	  	 	 	  	Total	 	  	 	  	 CANADA

(CAD)

	 Aging Spreads:
	  		  		  		  		  		  				  				  		  	
		 		  	 Post dated
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  	 0 - 30 DOI
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  	 31 - 60 DOI
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  	 61 - 90 DOI
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  	 91 - 120 DOI
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  	 121+ DOI
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  		  		  		  		  		  		  				  				  		  	
	A/R Aging Balance:	  	 	  		  	 	  		  	 	  				  	 	 	 	  		  	 
										
	 Ineligibles:
	  		  		  		  		  		  				  				  		  	
	 ERS
	 		  	 Pre-Past Due
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Past Due1-
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Past Due2-121+DOI; 61+DPD
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Past Due Credits
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 CrossAge
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Intercompany
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Foreign
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Government
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 COD
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Debit Memo
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Employee Sales
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Progress Billing
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Extended Terms
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Finance Charges
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Guaranteed
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Samples
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Consignment Sales
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Bill & Hold
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Bankrupt/Doubtful
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Shortpay
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other1-Post Dated
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other2-Cash Sales
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other3-Notes
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other4
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other5
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Contra
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other6
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other7
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 ERS
	 		  	 Other8
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Customer Deposits
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  		  	              	  		  	              	  		  	              	  				  	 	                            	 	  		  	              


  
 Page 2 – AR
Detail 









																											
		 		  		  	              	  		  	              	  		  	              	  				  	 	                            	 	  		  	              
		 		  		  		  		  		  		  		  				  				  		  	
	 Manual
	 		  	 Customers with Notes Receivable
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Accrued Rebates
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Bill & Hold
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Unapplied Cash GL# 12200
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Customer Deposits GL # 1053-07
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Rebates GL# 1020-05
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Concentration Cap
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Reserve grossed up as Ineligible
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Reserve grossed up as Ineligible
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Reserve grossed up as Ineligible
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
	 Manual
	 		  	 Dilution Ineligible (grossed up)
	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  		  		  		  		  		  		  				  				  		  	
	Total Ineligible A/R:	  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
		 		  		  		  		  		  		  		  				  				  		  	
	Eligible A/R	 		  		  	 	  		  	 	  		  	 	  				  	 	-	 	  		  	 
										
	 Advance Rate
	  	85%	  		  	85%	  		  	85%	  				  				  		  	
	A/R Availability before Sublimit(s)	  	-	  		  	-	  		  	-	  				  	 	-	 	  		  	 
		 		  		  		  		  		  		  		  				  				  		  	
	Line Limit or Sublimit(s)	  	 	  		  	 	  		  	 	  				  	 	 	 	  		  	 
		 		  		  		  		  		  		  		  				  				  		  	
	Net A/R Availability	  	-	  		  	-	  		  	-	  				  	 	-	 	  		  	 


  
 Page 2 – AR
Detail 









																																			
	Inventory Availability Detail	  				  				  				  				  				  	 	



	 	  				  	 
	Exchange
Rate	 
 
	Name:	  	 Beacon Roofing Supply
	  
	  				  				  				  				  				  	 	#DIV/0!	 
		  		  				  				  				  				  				  				  				  			
	Based on the Inventory Perpetual dated:	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  			
										
		  	Loan ID #:	  				  				  				  				  				  				  				  			
										
		  	Inventory Category:	  				  	 	US FG (USD)	 	  				  	 	Allied (USD)	 	  				  	 
 

	CANADA
 FG
(USD)
	 
  
 
	  				  	 	Total	 
		  		  				  				  				  				  				  				  				  			
		  	ERS Inventory Total:	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
		  	Manual Inventory Total:	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
		  		  				  				  				  				  				  				  				  			
		  	Total Gross Inventory:	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 
		  		  				  				  				  				  				  				  				  			
	 ERS
	  	Offsite Inventory	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Ineligible2	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Service Charges	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Legacy Group	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Conversion Related Inventory	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Small locations	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Customer_Owned	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Millwork	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Material transferred in error	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Pallets	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Ineligible10	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Ineligible11	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Ineligible12	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Ineligible13	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Ineligible14	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 ERS
	  	Ineligible15	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Slow Moving	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Rebate Reserves	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Cost Test Variance	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Pallets	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Capitalized	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Competitive Allowance GL# 1030-06	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Shrink Reserve GL# 1030-07	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Purchase Discounts GL# 1030-08	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Obsolescence GL# 1030-12	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Deadstock Allowance GL# 1030-13	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Tribuilt Rebates GL# 1030-17	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Return to Vendor	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Reserve grossed up as Ineligible	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Reserve grossed up as Ineligible	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Reserve grossed up as Ineligible	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	Manual	  	Appraisal Reserve (grossed up)	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
		  		  				  				  				  				  				  				  				  			


  
 Page 3 –
Inventory Detail 









																																			
	Total Ineligible Inventory:	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
		  		  				  				  				  				  				  				  				  			
	Eligible Inventory	  				  	 	 	 	  				  	 	 	 	  				  	 	 	 	  				  	 	-	 
	 Advance Rate
	  				  	 	67.32%	 	  				  	 	60.69%	 	  				  	 	63.33%	 	  				  	 	#DIV/0!	 
	Availability before Sublimit	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 
		  		  				  				  				  				  				  				  				  			
	 Sublimits
	  				  	 	1,200,000,000.00	 	  				  	 	1,200,000,000.00	 	  				  	 	100,000,000.00	 	  				  	 	1,300,000,000.00	 
		  		  				  				  				  				  				  				  				  			
	Net Inventory Availability	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 
		  		  				  				  				  				  				  				  				  			
		  		  				  				  				  				  				  				  				  			
		  		  				  				  				  				  				  				  				  			
	
Appraisal Review
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	As of:	  	 	 	  	May 2017	 	  	 	 	  	October 2017	 	  	 	 	  	May 2017	 	  	 	 	  	 	 
	  	  	 	 	  	US FG (USD)	 	  	 	 	  	Allied (USD)	 	  	 	 	  	CANADA
FG (USD)	 	  	 	 	  	 	 
	 	  		  				  				  				  				  				  				  				  			 
	 	  		  				  				  				  				  				  				  				  			 
	Eligible Inventory per Appraisal	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 	  				  			 
	Appraised NOLV %	  				  	 	79.20%	 	  				  	 	71.40%	 	  				  	 	74.50%	 	  				  			 
	% times the NOLV	  				  	 	85%	 	  				  	 	85%	 	  				  	 	85%	 	  				  			 
	% of NOLV	  				  	 	67.32%	 	  				  	 	60.69%	 	  				  	 	63.33%	 	  				  			 
	Appraised Value	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 	  				  			 
	Appraisal Reserve	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 	  				  			 
	Appraisal Ineligible (grossed up)	  				  	 	-	 	  				  	 	-	 	  				  	 	-	 	  				  			 
	 	  	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 


  
 Page 3 –
Inventory Detail 








 EXHIBIT H 

to 
 Amended and Restated Credit
Agreement 
 FORM OF LENDER JOINDER AGREEMENT 

LENDER JOINDER AGREEMENT 
 This
JOINDER AGREEMENT, dated                                 , 20    
(this “Agreement”), is by and among                     (“New Lender”), Beacon Roofing Supply, Inc., a Delaware corporation
(“Holdings” or “Borrower Representative”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”), as agent for the Lenders and Swingline Lenders (as defined below), and is being delivered pursuant to that
certain Amended and Restated Credit Agreement dated as of January 2, 2018 (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “Credit Agreement”) by and among Holdings, Beacon
Sales Acquisition, Inc., a Delaware corporation (“Sales”), certain Subsidiaries of Holdings signatories hereto (such Subsidiaries, collectively with Sales, “US Borrowers”), Beacon Roofing Supply Canada Company, an unlimited
liability company organized under the laws of Nova Scotia, the Lenders party thereto and Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

W I T N E S S E T H: 

WHEREAS, pursuant to Section 6.13 of the Credit Agreement, the Borrower Representative has the right, subject to the terms and conditions
thereof, to request from time to time, an increase in the Commitments under the Credit Agreement by requesting one or more new lenders to join the Credit Agreement and provide an Incremental Commitment; 

WHEREAS, the Borrower Representative has given a request to the Administrative Agent and the Administrative Agent has elected to arrange such
Incremental Commitments to increase the Commitments pursuant to, and subject to the provisions of, Section 6.13 of the Credit Agreement; and 

WHEREAS, subject to the approval of Administrative Agent, the undersigned New Lender desires to become a party to the Credit Agreement and
make Revolving Loans thereunder by executing and delivering this Agreement to the Borrower Representative and Administrative Agent; 
 NOW,
THEREFORE, each of the parties hereto hereby agrees as follows: 
 1. New Lender agrees to be bound by the provisions of the Credit Agreement
and agrees that it shall, on the date of this Agreement, become a Lender for all purposes of the Credit Agreement, to the same extent as if originally a party thereto, with a US Commitment with respect to US Revolving Loans of
$                     and a Canadian Commitment with respect to Canadian Revolving Loans of the US Dollar Equivalent of
$                    . 
 2. New Lender
(a) represents and warrants that it is legally authorized to enter into this Agreement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
the Credit Agreement, and has reviewed such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the








 
Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as an agent on New
Lender’s behalf and to exercise such powers and discretion under the Credit Agreement or any other Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and
(e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 

3. New Lender’s address for notices for the purposes of the Credit Agreement is as follows: 

[                       
                 ] 
 4. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New York. 
 5. This Agreement may be executed in any number of
counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 

[Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	 [NEW LENDER]





			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 Accepted and agreed to by: 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Administrative Agent

  

			
	By:	 	  

	Name:	 	  

	Title:	 	  


 BEACON ROOFING SUPPLY, INC., 
 as
Borrower Representative 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  


 [Signature Page to Lender Joinder Agreement] 







 EXHIBIT I 

to 
 Amended and Restated Credit
Agreement 
 FORM OF SOLVENCY CERTIFICATE 

SOLVENCY CERTIFICATE 

January 2, 2018 
 This
Solvency Certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section 7.1(b)(vi) of the Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation
(“Sales”), certain Subsidiaries of Holdings signatories hereto (such Subsidiaries, collectively with Sales, “US Borrowers”), Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova
Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

I, [                    ], the Chief
Financial Officer of the Borrower Representative (after giving effect to the Transactions), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of the Holdings and its Subsidiaries
that as of the date hereof, after giving effect to the consummation of the Transactions (including the execution and delivery of the Restatement Date Acquisition Agreement and the Credit Agreement, the making of the Revolving Loans and the use of
proceeds of such Revolving Loans on the date hereof): 
 1. The sum of the liabilities (including contingent liabilities) of Holdings and its
Subsidiaries, on a consolidated basis, does not exceed the fair value of the present assets of Holdings and its Subsidiaries, on a consolidated basis. 

2. The present fair saleable value of the assets of Holdings and its Subsidiaries, on a consolidated basis, is greater than the total amount
that will be required to pay the probable liabilities (including contingent liabilities) of Holdings and its Subsidiaries as they become absolute and matured. 

3. The capital of Holdings and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as
contemplated on the date hereof. 
 4. Holdings and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur,
or believe that they will incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise). 

5. Holdings and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms
under applicable laws relating to fraudulent transfers and conveyances. 
 6. For purposes of this Certificate, the amount of any contingent
liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability. 







 7. In reaching the conclusions set forth in this Certificate, the undersigned has
(i) reviewed the Credit Agreement and other Loan Documents referred to therein and such other documents deemed relevant, (ii) reviewed the financial statements (including the pro forma financial statements) referred to in
Section 7.1(d) of the Credit Agreement and (iii) made such other investigations and inquiries as the undersigned has deemed appropriate. 

8. The financial information and assumptions which underlie and form the basis for the representations made in this Certificate were fair and
reasonable when made and were made in good faith and continue to be fair and reasonable as of the date hereof. 
 9. The undersigned confirms
and acknowledges that the Administrative Agent, the Lenders and each Issuing Bank are relying on the truth and accuracy of this Certificate in connection with the Commitments, Revolving Loans and Letters of Credit under the Credit Agreement. 

[Remainder of Page Intentionally Left Blank] 

  
 2 








 IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written above.

  

			
	BEACON ROOFING SUPPLY, INC., as Borrower Representative


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 [Signature Page to Solvency Certificate] 







 EXHIBIT J 

to 
 Amended and Restated Credit
Agreement 
 FORM OF BANK PRODUCT PROVIDER AGREEMENT 

[Letterhead of Specified Bank Product Provider] 

                    [Date] 

Wells Fargo Bank, National Association, 
 as Administrative Agent

 One Boston Place, 18th Floor 
 Boston, Massachusetts 02108

 Attention: Portfolio Manager – Beacon Roofing Supply 

Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated,
amended and restated, supplemented, or modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation
(“Sales”), certain Subsidiaries of Holdings signatories hereto (such Subsidiaries, collectively with Sales, “US Borrowers”), Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova
Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

Reference is also made to that certain [describe the Bank Product Agreement or Agreements] (the “Specified Bank Product
Agreement[s]”) dated as of [                        ] by and between [Lender or Affiliate of Lender] (the “Specified
Bank Product Provider”) and [identify the Credit Party or Subsidiary]. 
 1. Appointment of Administrative Agent. The Specified
Bank Product Provider hereby designates and appoints Administrative Agent, and Administrative Agent by its signature below hereby accepts such appointment, as its agent under the Credit Agreement and the other Loan Documents. The Specified Bank
Product Provider hereby acknowledges that it has reviewed Sections 12.1 through 12.12 (collectively such sections are referred to herein as the “Agency Provisions”), including, as applicable, the defined terms referenced therein (but only
to the extent used therein), and agrees to be bound by the provisions thereof. Specified Bank Product Provider and Administrative Agent each agree that the Agency Provisions which govern the relationship, and certain representations,
acknowledgements, appointments, rights, restrictions, and agreements, between the Administrative Agent, on the one hand, and the Lenders or the Lender Group, on the other hand, shall, from and after the date of this letter agreement also apply to
and govern, mutatis mutandis, the relationship between the Administrative Agent, on the one hand, and the Specified Bank Product Provider with respect to the Bank Product[s] provided pursuant to the Specified Bank Product Agreement[s], on the other
hand. 
 2. Acknowledgement of Certain Provisions of Credit Agreement. The Specified Bank Product Provider hereby acknowledges that
it has reviewed the provisions of Sections 4.4, 12.9, 12.10, and 13.2 of the Credit Agreement, including, as applicable, the defined terms referenced therein, and agrees to be bound by the provisions thereof. Without limiting the generality of any
of the foregoing referenced provisions, Specified Bank Product Provider understands and agrees that its rights and benefits under the Loan Documents consist solely of it being a beneficiary of the Liens and security interests granted to Agent and
the right to share in Collateral as set forth in the Credit Agreement. 







 3. Reporting Requirements. Administrative Agent shall have no obligation to calculate the
amount due and payable with respect to any Bank Product. On a monthly basis (not later than the 10th Business Day of each calendar month) or as more frequently as Administrative Agent shall request, the Specified Bank Product Provider agrees to
provide Administrative Agent with a written report, in form and substance satisfactory to Administrative Agent, detailing Specified Bank Product Provider’s reasonable determination of the credit exposure (and mark-to-market exposure) of Borrowers and their Subsidiaries in respect of the Bank Product[s] provided by Specified Bank Product Provider pursuant to the Specified Bank Product Agreement[s]. If
Administrative Agent does not receive such written report within the time period provided above, Administrative Agent shall be entitled to assume that the reasonable determination of the credit exposure of Borrowers and their Subsidiaries with
respect to the Bank Product[s] provided pursuant to the Specified Bank Product Agreement[s] is: (i) to the extent the Specified Bank Product Provider has never delivered a written report, zero; or (ii) to the extent any such written report
has previously been delivered, the amount set forth in the written report most recently delivered. 
 4. Bank Product Reserve
Conditions. Specified Bank Product Provider further acknowledges and agrees that Administrative Agent shall have the right (to the extent permitted pursuant to the Credit Agreement), but shall have no obligation to establish, maintain, reduce or
release reserves in respect of any of the Bank Product Obligations and that if reserves are established there is no obligation on the part of the Administrative Agent to determine or insure whether the amount of any such reserve is appropriate or
not. If Administrative Agent so chooses to establish a reserve in accordance with the terms of the Credit Agreement, Specified Bank Product Provider acknowledges and agrees that Administrative Agent shall be entitled to rely on the information in
the reports described above to establish the Bank Product Reserves. 
 5. Bank Product Obligations. From and after the delivery to
Administrative Agent of this letter agreement duly executed by Specified Bank Product Provider and the acknowledgement of this letter agreement by Administrative Agent and Borrower Representative, the obligations and liabilities of Borrowers and
their Subsidiaries to Specified Bank Product Provider in respect of Bank Product[s] evidenced by the Specified Bank Product Agreement[s] shall constitute Bank Product Obligations (and which, in turn, shall constitute Obligations), and Specified Bank
Product Provider shall constitute a Bank Product Provider until the payment in full of all Obligations (in accordance with Section 1.2(b) of the Credit Agreement) or notice from the Specified Bank Product Provider that it is no longer a
Specified Bank Product Provider. Specified Bank Product Provider acknowledges that other Bank Products (which may or may not be Specified Bank Products) may exist at any time. 

6. Notices. All notices and other communications provided for hereunder shall be given in the form and manner provided in
Section 13.1 of the Credit Agreement, and, if to Administrative Agent, shall be mailed, sent, or delivered to Administrative Agent in accordance with Section 13.1 in the Credit Agreement, if to Borrower Representative, shall be mailed,
sent, or delivered to Borrower Representative in accordance with Section 13.1 in the Credit Agreement, and, if to Specified Bank Product Provider, shall be mailed, sent or delivered to the address set forth below, or, in each case as to any
party, at such other address as shall be designated by such party in a written notice to the other party. 
 If to Specified Bank
                                         
    
 Products Provider:
                                         
        
  

                       
                              

Attn:
                                        

 Fax No.
                                     

  
 2 








 7. Miscellaneous. This letter agreement is for the benefit of the Administrative Agent,
the Specified Bank Product Provider, the Borrowers and each of their respective successors and assigns (including any successor agent pursuant to Section 12.6 of the Credit Agreement, but excluding any successor or assignee of a Specified Bank
Product Provider that does not qualify as a Bank Product Provider). Unless the context of this letter agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms
“includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” This letter agreement may be executed in any
number of counterparts and by different parties on separate counterparts. Each of such counterparts shall be deemed to be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery of an
executed counterpart of this letter by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be equally effective as delivery of a manually executed counterpart. 

8. Governing Law. 
 (a)
THE VALIDITY OF THIS LETTER AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS LETTER AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE COURTS, AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS, LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH OF BORROWER REPRESENTATIVE,
SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 8(b). 
 (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER REPRESENTATIVE, SPECIFIED BANK PRODUCTS
PROVIDER, AND ADMINISTRATIVE AGENT EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH OF BORROWER REPRESENTATIVE, SPECIFIED BANK PRODUCTS PROVIDER, AND ADMINISTRATIVE AGENT EACH REPRESENTS TO THE OTHERS THAT EACH HAS REVIEWED THIS WAIVER
AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS LETTER AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

[Signature Pages Follow] 

  
 3 








 
			
	Sincerely,
	
	[SPECIFIED BANK PRODUCTS PROVIDER]


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 [Signature to Bank Product Provider Agreement] 







 Acknowledged, accepted, and agreed 

as of the date first written above: 
 BEACON ROOFING SUPPLY,
INC., 
 as Borrower Representative 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  


 [Signature Page to Bank Product Provider Agreement] 







 Acknowledged, accepted, and 

agreed as of _____________, 20__: 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Administrative Agent 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  


 [Signature Page to Bank Product Provider Agreement] 







 EXHIBIT K 

to 
 Amended and Restated Credit
Agreement 
 FORM OF ASSIGNMENT AND ASSUMPTION 

ASSIGNMENT AND ASSUMPTION 
 This
Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the
Schedules hereto and [the][each]3 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an
“Assignee”). [It is understood and agreed that the rights and obligations of the Assignees4 hereunder are several and not joint.]5
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), receipt of copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made part of this
Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the [Assignee][respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of the Assignors rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 
  

							
	1.	  	Assignor:	  	[INSERT NAME OF ASSIGNOR]
			
	2.	  	Assignee(s):	  	See Schedules attached hereto.
			
	3.	  	Borrowers:	  	Beacon Sales Acquisition, Inc., certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company


 

	3 	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the
second bracketed language. 


	4 	Select as appropriate. 


	5 	 Include bracketed language if there are multiple Assignees.











							
			
	4.	  	Administrative Agent:	  	 Wells Fargo Bank, National Association, as the

administrative agent under the Credit Agreement

			
	5.	  	Credit Agreement:	  	The Amended and Restated Credit Agreement dated as of January 2, 2018, by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), the Borrowers (as set forth in Section 3 above),
the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified)
			
	6.	  	Assigned Interest:	  	See Schedules attached hereto.
				
	7.	  	[Trade Date:	  	 _______________]6
	  	

  
 [Remainder of Page Intentionally Left
Blank] 
  
  

	6 	To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. 


  
 2 








 Effective Date:             ,
20     [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	ASSIGNOR	 	
	
	[NAME OF ASSIGNOR]


 
			
		
	By:	 	 
	Name:	 	 
	Title:	 	 


 
			
	
	ASSIGNEE
	
	See Schedules attached hereto.



  
 [Signature Page to
Assignment and Assumption] 








 [Consented to and]7 Accepted: 

 

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent[, Issuing Bank and Swingline Lender]


			
		
	By:	 	      

	Name:	 	      

	Title:	 	      



			
	
	[Consented to:]8
	
	[BORROWER REPRESENTATIVE]


			
		
	By:	 	      

	Name:	 	      

	Title:	 	      


  
  

	7 	To be added only if the consent of the Administrative Agent and/or the Swingline Lender and Issuing Bank is required by the terms of the Credit Agreement. May also use a Master Consent. 


	8	To be added only if the consent of the Borrower Representative is required by the terms of the Credit Agreement. May also use a Master Consent. 


  
 [Signature Page to
Assignment and Assumption] 








 SCHEDULE 1 

To Assignment and Assumption 
 By its execution of
this Schedule the Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Assumption. 
 Assigned
Interests: 
  

													
	 Commitment/Revolving
Loans9
	  	Aggregate
Amount of
Commitment/Revolving
Loans for
all Lenders10	 	  	Amount of
Commitment/Revolving
Loans
Assigned11	 	  	Percentage
Assigned of
Commitment/Revolving
Loans12	 
		  	$	    	 	  	$	    	 	  	 	    	% 
		  	$	    	 	  	$	    	 	  	 	    	% 
		  	$	    	 	  	$	    	 	  	 	    	% 

  

			
	[NAME OF ASSIGNEE]13
	[and is an Affiliate/Approved Fund of [identify Lender]14]


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  
  

	9 	Fill in the appropriate terminology (e.g. “US Commitment” or “Canadian Commitment”). In the case of a Canadian Commitment, $ is the US Dollar Equivalent of Canadian Dollars. 


	10 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


	11 	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 


	12 	Set forth to at least 9 decimals as percentage of the Commitment/Revolving Loans of all Lenders thereunder. 


	13 	Add additional signature blocks as needed. 


	14 	Select as appropriate. 








 ANNEX 1 

to Assignment and Assumption 

STANDARD TERMS AND CONDITIONS 
 FOR
ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties. 

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant]
Assigned Interests, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings,
the Borrowers, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2 Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements of an Eligible Assignee under the
Credit Agreement (subject to such consents, if any, as may be required under Section 13.10(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and
either it or the Person exercising discretion in making its decision to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to
[Section 7.1][Section 9.1] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender, 
 2. Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued from and after the Effective
Date. 







 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a
signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by and construed in accordance with
the law of the State of New York. 

  
 2 








 EXHIBIT L-1 

to 
 Amended and Restated Credit
Agreement 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(NON-PARTNERSHIP FOREIGN LENDERS) 

US TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships For US Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation,
certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 
 Pursuant to the
provisions of Section 6.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Revolving Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)) in respect of
which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of any US Borrower within the meaning of Section 881(c)(3)(B) of
the Code and (d) it is not a controlled foreign corporation related to any US Borrower as described in Section 881 (c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent and (b) the undersigned shall have
at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
(2) calendar years preceding such payments. 
  

			
	[NAME OF LENDER]
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	Date:	 	____________ __, 20__








 EXHIBIT L-2 

to 
 Amended and Restated Credit
Agreement 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(NON-PARTNERSHIP FOREIGN PARTICIPANTS) 

US TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships For US Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation,
certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 
 Pursuant to the
provisions of Section 6.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank
within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of any US Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation
related to any US Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender
with a certificate of its non-US Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (b) the undersigned shall have at
all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such
payments. 
 [NAME OF PARTICIPANT] 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	Date:	 	____________ __, 20__








 EXHIBIT L-3 

to 
 Amended and Restated Credit
Agreement 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(FOREIGN PARTICIPANT PARTNERSHIPS) 

US TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships For US Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation,
certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 
 Pursuant to the
provisions of Section 6.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect
partners/members are the sole beneficial owners of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any US Borrower within the
meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to any US Borrower as described in Section 88l(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN
or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or in either of the two (2) calendar years preceding such payments. 

[NAME OF PARTICIPANT] 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	Date:	 	____________ __, 20_








 EXHIBIT L-4 

to 
 Amended and Restated Credit
Agreement 
 FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(FOREIGN LENDER PARTNERSHIPS) 

US TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Partnerships For US Federal Income Tax Purposes) 

Reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 2, 2018 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Beacon Roofing Supply, Inc., a Delaware corporation (“Holdings”), Beacon Sales Acquisition, Inc., a Delaware corporation,
certain Subsidiaries of Holdings, Beacon Roofing Supply Canada Company, an unlimited liability company organized under the laws of Nova Scotia, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 
 Pursuant to the
provisions of Section 6.11 of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Revolving Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)) in respect of which it is
providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Revolving Loan(s) (as well as any Note(s) evidencing such Revolving Loan(s)), (c) with respect to the extension of credit pursuant to
this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within
the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any US Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its
direct or indirect partners/members is controlled foreign corporation related to any US Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS Form
W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable, or (b) an IRS Form W-8IMY accompanied by an IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the
portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative
Agent and (ii) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned, or in either of the two (2) calendar years preceding such payments. 
 [NAME OF LENDER] 

 

			
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	Date:	 	____________ __, 20_








 SCHEDULE 1.1(a) 

COMMITMENTS 
  

													
	 Lender
	  	US Commitment	 	  	Canadian
Commitment	 	  	Total Commitment	 
	 WELLS FARGO BANK, NATIONAL ASSOCIATION
	  	$	270,000,000	 	  	$	0	 	  	$	270,000,000	 
	 CITIBANK, N.A.
	  	$	165,000,000	 	  	$	15,000,000	 	  	$	180,000,000	 
	 BANK OF AMERICA, N.A.
	  	$	100,000,000	 	  	$	0	 	  	$	100,000,000	 
	 JPMORGAN CHASE BANK, N.A.
	  	$	100,000,000	 	  	$	0	 	  	$	100,000,000	 
	 SUNTRUST BANK
	  	$	115,000,000	 	  	$	0	 	  	$	115,000,000	 
	 TD BANK, N.A.
	  	$	80,000,000	 	  	$	0	 	  	$	80,000,000	 
	 U.S. BANK NATIONAL ASSOCIATION
	  	$	100,000,000	 	  	$	0	 	  	$	100,000,000	 
	 BRANCH BANKING AND TRUST COMPANY
	  	$	100,000,000	 	  	$	0	 	  	$	100,000,000	 
	 PNC BANK, N.A.
	  	$	70,000,000	 	  	$	0	 	  	$	70,000,000	 
	 CAPITAL ONE, NATIONAL ASSOCIATION
	  	$	50,000,000	 	  	$	0	 	  	$	50,000,000	 
	 KEYBANK NATIONAL ASSOCIATION
	  	$	50,000,000	 	  	$	0	 	  	$	50,000,000	 
	 WELLS FARGO CAPITAL FINANCE CORPORATION CANADA
	  	$	0	 	  	$	35,000,000	 	  	$	35,000,000	 
	 BANK OF AMERICA, N.A. (acting through its Canada Branch)
	  	$	0	 	  	$	15,000,000	 	  	$	15,000,000	 
	 JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
	  	$	0	 	  	$	15,000,000	 	  	$	15,000,000	 
	 THE TORONTO-DOMINION BANK
	  	$	0	 	  	$	20,000,000	 	  	$	20,000,000	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,200,000,000	 	  	$	100,000,000	 	  	$	1,300,000,000	 
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 








 SCHEDULE 1.1(b) 

ADMINISTRATIVE AGENT PAYMENT ACCOUNT 

Bank: [***] 
 Bank Address:
420 Montgomery Street, San Francisco, CA 
 ABA: ###-###-### 

Account Name: [***] 
 Account Number:
################# 
 Ref: Beacon Roofing Supply, Inc. (PLSA3) 







 SCHEDULE 1.1(c) 

CANADIAN COLLECTION ACCOUNT AND US COLLECTION ACCOUNT 

Canadian Collection Account: 
  

					
	 Borrower
	 	 Financial Institution
	 	 Account Number

	 Beacon Roofing Supply Canada Company
	 	[***]	 	#######

 US Collection Accounts: 
  

							
	 Credit Party (Account Holder)
	 	Financial Institution	 	Account Number	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##### #######	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#### ####-###	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	# ### #### ####	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	#############	 
	 Beacon Sales Acquisition, Inc.
	 	[***]	 	 	##########	 


  
 Schedule 1.1(c) –
Page 1 








 SCHEDULE 1.1(d) 

DESIGNATED ACCOUNT 
 Bank: [***] 

Account Name: Beacon Sales Acquisition Inc. 
 Account Number:
########## 
 Bank ID (ABA): ######### 







 SCHEDULE 1.1(e) 

US ELIGIBLE INVENTORY LOCATIONS 
  

							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 50 Webster Avenue
 Somerville, MA 02143
	  	Middlesex	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 120 Prescott Street
 Worcester, MA
01605
	  	Worcester	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 80 Kittyhawk Avenue
 Auburn, ME 04210
	  	Androscoggin	  	Maine
				
	Beacon Sales Acquisition, Inc.	  	 393 Manley Street
 West Bridgewater, MA
02379
	  	Plymouth	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 730 Wellington Avenue
 Cranston, RI
02910
	  	Providence	  	Rhode Island
				
	Beacon Sales Acquisition, Inc.	  	 251 Locust Street
 Hartford, CT 06114
	  	Hartford	  	Connecticut
				
	Beacon Sales Acquisition, Inc.	  	 96 Lombard Ave.
 West Barnstable, MA
02668
	  	Barnstable	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 10024 South Willow Street
 Manchester, NH
03103
	  	Hillsborough	  	New Hampshire
				
	Beacon Sales Acquisition, Inc.	  	 1785 Stratford Ave.
 Stratford, CT
06615
	  	Fairfield	  	Connecticut
				
	Beacon Sales Acquisition, Inc.	  	 25 Nauset Street
 New Bedford, MA 02746
	  	Bristol	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 1 Lakeland Park Drive
 Peabody, MA
01960-3835
	  	Essex	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 5 Foundry Industrial Park
 Lowell, MA
01852-5129
	  	Middlesex	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 60 Haynes Circle
 Chicopee, MA 01020
	  	Hampden	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 391 Boyer Circle
 Williston, VT 05495
	  	Chittenden	  	Vermont
				
	Beacon Sales Acquisition, Inc.	  	 14 Longwater Drive
 Rockland, MA 02370
	  	Plymouth	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 180 West First Street
 Boston, MA 02127
	  	Suffolk	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 2 Great Pasture Road
 Danbury, CT
06810-8128
	  	Fairfield	  	Connecticut
				
	Beacon Sales Acquisition, Inc.	  	 393 Manley St.
 West Bridgwater, MA
02379
	  	Plymouth	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 10 C Street, Suite 15B
 Auburn, MA
01501-2168
	  	Worcester	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 48 Union Street
 Stamford, CT
06906-1343
	  	Fairfield	  	Connecticut
				
	Beacon Sales Acquisition, Inc.	  	 393 Manley Street
 West Bridgewater, MA
02379
	  	Plymouth	  	Massachusetts
				
	Beacon Sales Acquisition, Inc.	  	 400 Warren Avenue
 Portland, ME 04103
	  	Cumberland	  	Maine
				
	Beacon Sales Acquisition, Inc.	  	 15 Keewaydin Drive
 Salem, NH 03079
	  	Rockingham	  	New Hampshire


  
 Schedule 1.1(e) –
Page 1 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 55 Industrial Drive
 Augusta, ME 04330
	  	Kennebec	  	Maine
				
	Beacon Sales Acquisition, Inc.	  	 35 Godsoe Road
 Bangor, ME 04401
	  	Penobscot	  	Maine
				
	Beacon Sales Acquisition, Inc.	  	 4075 Casilio Parkway
 Clarence, NY
14031
	  	Erie	  	New York
				
	Beacon Sales Acquisition, Inc.	  	 195 Perry Road
 Saratoga Springs, NY
12866
	  	Saratagoa County	  	New York
				
	Beacon Sales Acquisition, Inc.	  	 6701 Democracy Boulevard
 Suite 200

Bethesda, MD 20817
	  	Montgomery	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 50 Albany Turnpike
 Canton, CT 06019
	  	Hartford	  	Connecticut
				
	Beacon Sales Acquisition, Inc.	  	 12221 Merit Drive
 Suite 1015

Dallas, TX 75251
	  	Dallas	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 5310 Spectrum Drive, Suite A
 Frederick, MD
21703
	  	Frederick	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 1504 Hwy 117 Bypass North
 Goldsboro, NC
27530
	  	Wayne	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 2815 Carolina Commerce Dr
 Suite D

Goldsboro, NC 27530
	  	Wayne	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 505 Huntmar Park Drive
 Suite 300

Herndon, VA 20170
	  	Fairfax	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 571 Boston Mills Road
 Suite 400

Hudson, OH 44236
	  	Summit	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 6800 Weiskopf Avenue
 Suite 250

McKinney, TX 75070
	  	Collin	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 5720 Timberlea Blvd.
 Suite 206

Mississauga, ON L4W 4W2
	  	Ontario	  	Canada
				
	Beacon Sales Acquisition, Inc.	  	 403 Highway 74 North
 Suite C

Peachtree City, GA 30269
	  	Fayette	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 9990 Science Drive
 Vienna, VA 22182
	  	Fairfax	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 675 N. Batavia
 Orange, CA 92868
	  	Orange	  	California
				
	Beacon Sales Acquisition, Inc.	  	 1859 Rosecrans Ave
 Gardena, CA 90249
	  	Los Angeles	  	California
				
	Beacon Sales Acquisition, Inc.	  	 13105 Lakeland Road
 Santa Fe Springs, CA
90670
	  	Los Angeles	  	California
				
	Beacon Sales Acquisition, Inc.	  	 567 Ventura Blvd
 Oxnard, CA 93036
	  	Ventura	  	California


  
 Schedule 1.1(e) –
Page 2 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 7025 E Slauson Ave
 Commerce, CA 90040
	  	Los Angeles	  	California
				
	Beacon Sales Acquisition, Inc.	  	 1515 S Waterman Ave
 San Bernardino, CA
92408
	  	San Bernardino	  	California
				
	Beacon Sales Acquisition, Inc.	  	 11731 Sheldon St.
 Sun Valley, CA 91352
	  	Los Angeles	  	California
				
	Beacon Sales Acquisition, Inc.	  	 2270 La Mirada Dr.
 Vista, CA 92081
	  	San Diego	  	California
				
	Beacon Sales Acquisition, Inc.	  	 1201 E Mcfadden Ave
 Santa Ana, CA
92705
	  	Ventura	  	California
				
	Beacon Sales Acquisition, Inc.	  	 396 Raleigh Ave.
 El Cajon, CA 92020
	  	San Diego	  	California
				
	Beacon Sales Acquisition, Inc.	  	 235 S Hibbert
 Mesa, AZ 85210-1601
	  	Maricopa	  	Arizona
				
	Beacon Sales Acquisition, Inc.	  	 3655 E. Refinery Way
 Tucson, AZ
85713-5408
	  	Pima	  	Arizona
				
	Beacon Sales Acquisition, Inc.	  	 200 San Jose Ave
 San Jose, CA 95125
	  	Santa Clara	  	California
				
	Beacon Sales Acquisition, Inc.	  	 8907 Railroad Avenue
 Oakland, CA
94621-1237
	  	Alameda	  	California
				
	Beacon Sales Acquisition, Inc.	  	 1644 Auburn Blvd
 Sacramento, CA 95815
	  	Sacramento	  	California
				
	Beacon Sales Acquisition, Inc.	  	 5307 W. Missouri Avenue
 Glendale, AZ
85301-6005
	  	Maricopa	  	Arizona
				
	Beacon Sales Acquisition, Inc.	  	 4485 N. Selland Avenue
 Fresno, CA
93722-7837
	  	Fresno	  	California
				
	Beacon Sales Acquisition, Inc.	  	 4342 Dudley Blvd Bldg 475, Ste A
 McClellan
Park, CA 95652-2505
	  	Sacramento	  	California
				
	Beacon Sales Acquisition, Inc.	  	 1588 Doolittle Street
 San Leandro, CA
94577-2228
	  	Alameda	  	California
				
	Beacon Sales Acquisition, Inc.	  	 2541 Grennan Court
 Rancho Cordova, CA
95742-6209
	  	Sacramento	  	California
				
	Beacon Sales Acquisition, Inc.	  	 1202 S 6th St
 San Jose, CA 95112-5922
	  	Santa Clara	  	California
				
	Beacon Sales Acquisition, Inc.	  	 2081 E Charter Way
 Stockton, CA
95205-7025
	  	San Joaquin	  	California
				
	Beacon Sales Acquisition, Inc.	  	 730 N 9th St
 Modesto, CA 95354-5731
	  	Stanislaus	  	California
				
	Beacon Sales Acquisition, Inc.	  	 183 Arthur Road
 Martinez, CA
94553-2205
	  	Contra Costa	  	California
				
	Beacon Sales Acquisition, Inc.	  	 20805 Currier Road
 Walnut, CA
91789-3080
	  	Los Angeles	  	California
				
	Beacon Sales Acquisition, Inc.	  	 5660 Kearny Villa Road
 San Diego, CA
92123-1110
	  	San Diego	  	California
				
	Beacon Sales Acquisition, Inc.	  	 2734 S. Susan Street
 Santa Ana, CA
92704-5818
	  	Ventura	  	California


  
 Schedule 1.1(e) –
Page 3 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 3860 W. Naples
 Las Vegas, NV
89103-5525
	  	Clark	  	Nevada
				
	Beacon Sales Acquisition, Inc.	  	 12807 Hwy 99 South
 Everett, WA
98204-6226
	  	Snohomish	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 120 South Wall
 Mt Vernon, WA
98273-3253
	  	Skagit	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 1428 Bonneville Ave
 Snohomish, WA
98290-1745
	  	Snohomish	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 20081 Viking Way Nw
 Poulsbo, WA
98370-9466
	  	Kitsap	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 1404 E. Lewis
 Pasco, WA 99301-4309
	  	Franklin	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 5534 Baker Flats Rd
 E. Wenatchee, WA
98802-9514
	  	Douglas	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 5 W. Washington Ave
 Yakima, WA
98903-1543
	  	Yakima	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 11040 Sw Allen Blvd
 Beaverton, OR
97005-4821
	  	Washington	  	Oregon
				
	Beacon Sales Acquisition, Inc.	  	 8414 N. Vancouver Ave.
 Portland, OR
97217-1028
	  	Multnomah	  	Oregon
				
	Beacon Sales Acquisition, Inc.	  	 215 16th Street
 Oregon City, OR
97045-1442
	  	Clackamas	  	Oregon
				
	Beacon Sales Acquisition, Inc.	  	 6789 S.W. 111th
 Beaverton, OR
97008-5335
	  	Washington	  	Oregon
				
	Beacon Sales Acquisition, Inc.	  	 2400 N Freeway St.
 Pueblo, CO
81003-2444
	  	Pueblo	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 5160 Havana St.
 Unit K

Denver, CO 80239-2143
	  	Denver	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 11000 N.E. 34th Circle
 Vancouver, WA
98682-8714
	  	Clark	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 7901 1st Ave South
 Seattle, WA
98108-4201
	  	King	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 7011 E Mission Ave
 Spokane Valley, WA
99212-1198
	  	Spokane	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 12815 Ne 178th St
 Woodinville, WA
98072-5729
	  	King	  	Washington
				
	Beacon Sales Acquisition, Inc.	  	 11215 W. Executive Drive
 Boise, ID
83713-8958
	  	Ada	  	Idaho
				
	Beacon Sales Acquisition, Inc.	  	 1631 W. 2550 S.
 Ogden, UT 84401-3245
	  	Weber	  	Utah
				
	Beacon Sales Acquisition, Inc.	  	 1281 South Industrial Pkwy
 Provo, UT
84606-6136
	  	Utah	  	Utah
				
	Beacon Sales Acquisition, Inc.	  	 2114 S. 400 W.
 So Salt Lake City, UT
84115-2502
	  	Salt Lake	  	Utah
				
	Beacon Sales Acquisition, Inc.	  	 2371 South 3600 West
 West Valley City, UT
84119
	  	Salt Lake	  	Utah


  
 Schedule 1.1(e) –
Page 4 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 4795 Forest St.
 Denver, CO 80216
	  	Denver	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 4850 Lorna Place
 Colorado Springs, CO
80915
	  	El Paso	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 2250 Reliable Circle
 Colorado Springs, CO
80906-1506
	  	El Paso	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 1205 S Platte River Dr.
 Unit 104

Denver, CO 80223-3100
	  	Denver	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 11919 E. 37th Avenue
 Denver, CO
80239-3307
	  	Denver	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 6050 West 54th Avenue
 Arvada, CO 80002
	  	Jefferson	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 185 Gemat Circle
 Rifle, CO 81650
	  	Garfield	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 4584 N. Townsend
 Montrose, CO 81401
	  	Montrose	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 2222 Fourth Street, N.W.
 Albuquerque, NM
87102-1024
	  	Bernalillo	  	New Mexico
				
	Beacon Sales Acquisition, Inc.	  	 2700 Overland Avenue
 Billings, MT
59102
	  	Yellowstone	  	Montana
				
	Beacon Sales Acquisition, Inc.	  	 5100 Carroll Court
 Evansville, WY
82636
	  	Natrona	  	Wyoming
				
	Beacon Sales Acquisition, Inc.	  	 340 N American Road
 Cheyenne, WY 82007
	  	Laramie	  	Wyoming
				
	Beacon Sales Acquisition, Inc.	  	 1350 Concourse Drive
 Rapid City, SD
57703
	  	Pennington	  	South Dakota
				
	Beacon Sales Acquisition, Inc.	  	 901 Broadway
 Scottsbluff, NE 69361
	  	Scotts Bluff	  	Nebraska
				
	Beacon Sales Acquisition, Inc.	  	 4545 West Ogden Ave.
 Chicago, IL 60623
	  	Cook	  	Illinois
				
	Beacon Sales Acquisition, Inc.	  	 1530 Birchwood Ave.
 Des Plaines, IL
60018
	  	Cook	  	Illinois
				
	Beacon Sales Acquisition, Inc.	  	 2428 Reeves Rd.
 Joliet, IL 60436
	  	Will	  	Illinois
				
	Beacon Sales Acquisition, Inc.	  	 1407 Timber Dr.
 Elgin, IL 60123
	  	Kane	  	Illinois
				
	Beacon Sales Acquisition, Inc.	  	 7950 Bavaria Road
 Twinsburg, OH 44087
	  	Summit	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 4566 Spring Road
 Brooklyn Heights, OH
44131
	  	Cuyahoga	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 4922 Navarre Road SW
 Canton, OH 44706
	  	Stark	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 1640 Fullerton Court
 Suite 300

Glendale Heights, IL 60139
	  	DuPage	  	Illinois
				
	Beacon Sales Acquisition, Inc.	  	 3981 W. Albany Street
 Mchenry, IL
60050-8390
	  	Mchenry	  	Illinois


  
 Schedule 1.1(e) –
Page 5 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 2920 Douglas Road
 Toledo, OH 43606
	  	Lucas	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 1288 Essex Ave.
 Columbus, OH 43201
	  	Franklin	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 3650 Parkway Lane
 Hilliard, OH 43026
	  	Franklin	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 618 5th Street, West
 Huntington, WY
25701
	  	Cabell	  	Wyoming
				
	Beacon Sales Acquisition, Inc.	  	 1616 Pennsylvania Ave.
 Charleston, WV
25302
	  	Kanawha	  	West Virginia
				
	Beacon Sales Acquisition, Inc.	  	 4400 Poplar Level Road
 Louisville, KY
40213
	  	Jefferson	  	Kentucky
				
	Beacon Sales Acquisition, Inc.	  	 320 N. Congress Ave
 Evansville, IN
47715
	  	Vanderburgh	  	Indiana
				
	Beacon Sales Acquisition, Inc.	  	 620 Industry Rd.
 Louisville, KY 40208
	  	Jefferson	  	Kentucky
				
	Beacon Sales Acquisition, Inc.	  	 1100 Ulrich Ave.
 Louisville, KY 40219
	  	Jefferson	  	Kentucky
				
	Beacon Sales Acquisition, Inc.	  	 4400 Poplar Level Road
 Louisville, KY
40213
	  	Jefferson	  	Kentucky
				
	Beacon Sales Acquisition, Inc.	  	 809 Enterprise Dr
 Lexington, KY 40510
	  	Fayette	  	Kentucky
				
	Beacon Sales Acquisition, Inc.	  	 4840 Crittenden Drive
 Louisville, KY
40209
	  	Jefferson	  	Kentucky
				
	Beacon Sales Acquisition, Inc.	  	 15425 Herriman Blvd
 Noblesville, IN
46060-4216
	  	Hamilton	  	Indiana
				
	Beacon Sales Acquisition, Inc.	  	 1288 Essex Ave.
 Columbus, OH 43201
	  	Franklin	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 3903 Kraft Parkway
 Fort Wayne, IN
46808
	  	Allen	  	Indiana
				
	Beacon Sales Acquisition, Inc.	  	 9215 East 33rd Street
 Indianapolis, IN
46235
	  	Marion	  	Indiana
				
	Beacon Sales Acquisition, Inc.	  	 2341 Schumacher Dr.
 Mishawaka, IN
46545
	  	St. Joseph	  	Indiana
				
	Beacon Sales Acquisition, Inc.	  	 1610 S. Girls School Rd.
 Indianapolis, IN
46231-1392
	  	Marion	  	Indiana
				
	Beacon Sales Acquisition, Inc.	  	 6555 East 30th Street
 Suite D2

Indianapolis, IN 46219-1187
	  	Marion	  	Indiana
				
	Beacon Sales Acquisition, Inc.	  	 3480 Jefferson Ave., S.E.
 Grand Rapids, MI
49548
	  	Kent	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 7475 S. Sprinkle Rd.
 Portage, MI
49002-9436
	  	Kalamazoo	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 12975 Levan Road
 Livonia, MI
48150-1255
	  	Wayne	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 2230 Avon Industrial Drive
 Rochester Hills, MI
48309-3614
	  	Oakland	  	Michigan


  
 Schedule 1.1(e) –
Page 6 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 1031 N. Old Us 23
 Howell, MI
48843-9573
	  	Livingston	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 4615 West Grand River Ave
 Lansing, MI
48906-9140
	  	Clinton	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 7320 Clyde Park Ave Sw
 Byron Center, MI
49315-8387
	  	Kent	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 7475 S. Sprinkle Rd.
 Portage, MI
49002-9436
	  	Kalamazoo	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 8905 Empire Connector Drive
 Florence, KY
41042-2993
	  	Boone	  	Kentucky
				
	Beacon Sales Acquisition, Inc.	  	 227 Circle Freeway Drive
 Cincinnati, OH
45246
	  	Hamilton	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 3445 Successful Way
 Dayton, OH 45414
	  	Montgomery	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 4615 West Grand River Ave
 Lansing, MI
48906-9140
	  	Clinton	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 8636 Whitmore Lake Road
 Brighton, MI
48116-8537
	  	Livingston	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 2097 Utley Road
 Flint, MI 48532-4830
	  	Genesee	  	Michigan
				
	Beacon Sales Acquisition, Inc.	  	 2700 Cumberland St, Route 422W
 Lebanon, PA
17042
	  	Lebanon	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 737 Flory Mill Road
 Lancaster, PA
17601
	  	Lancaster	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 530 Morgantown Road
 Reading, PA 19611
	  	Berks	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 9 Parkway Circle
 New Castle, DE 19720
	  	New Castle	  	Delaware
				
	Beacon Sales Acquisition, Inc.	  	 7901 Allentown Blvd.
 Harrisburg, PA
17112
	  	Dauphin	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 415 Airport Road.
 Montoursville, PA
17754
	  	Lycoming	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 444 East Cedar Street
 Allentown, PA
18109
	  	Lehigh	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 6250 Baltimore Ave.
 Lansdowne, PA
19050
	  	Delaware	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 2000 Industrial Highway
 Eddystone, PA
19022
	  	Delaware	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 3939 Whitaker Avenue
 Philadelphia, PA
19124
	  	Philadelphia	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 34112 Citizen Drive
 Lewes, DE 19958
	  	Sussex	  	Delaware
				
	Beacon Sales Acquisition, Inc.	  	 1256 Welsh Rd
 North Wales, PA 19454
	  	Montgomery	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 3336 Concord Road
 York, PA 17402
	  	York	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 350 Struble Road
 State College, PA
16801
	  	Centre	  	Pennsylvania


  
 Schedule 1.1(e) –
Page 7 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 8351 National Highway
 Pennsauken, NJ
08110-1319
	  	Camden	  	New Jersey
				
	Beacon Sales Acquisition, Inc.	  	 70 Meya Drive
 Jessup, PA 18434
	  	Lackawanna	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 3336 Concord Road
 York, PA 17402
	  	York	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 40 Saulsbury Rd.
 Dover, DE 19904
	  	Kent	  	Delaware
				
	Beacon Sales Acquisition, Inc.	  	 2295 Preble Avenue
 Pittsburgh, PA
15233
	  	Allegheny	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 111 West Hills Drive
 Greensburg, PA
15601
	  	Westmoreland	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 1200 Lebanon Road
 Suite 240

West Mifflin, PA 15122
	  	Allegheny	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 500 Grant Ave
 East Butler, PA
16029-2111
	  	Butler	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 2121 W. Chestnut Street
 Washington, PA
15301
	  	Washington	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 201 Corey Ave.
 Braddock, PA 15104
	  	Allegheny	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 100 Taylor Street
 New Castle, PA 16101
	  	Lawrence	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 200 Commonwealth Dr.
 Warrendale, PA
15086
	  	Alleghany	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 761 Armory Rd.
 Clarksburg, WY 26301
	  	Harrison	  	Wyoming
				
	Beacon Sales Acquisition, Inc.	  	 81 Mc Millen Street
 Johnstown, PA
15902
	  	Cambria	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 9894 Dupont Road
 Washington, WY 26181
	  	Wood	  	Wyoming
				
	Beacon Sales Acquisition, Inc.	  	 201 14th St.
 New Kensington, PA 15068
	  	Westmoreland	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 7650 Birkmire Drive
 Erie, PA 16415
	  	Erie	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 56 Ash Circle
 Warminster, PA
18974-4800
	  	Bucks	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 2560 Milford Square Pike
 Quakertown, PA
18951-3743
	  	Bucks	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 2000 Hunter Lane
 Bristol, PA
19007-4014
	  	Bucks	  	Pennsylvania
				
	Beacon Sales Acquisition, Inc.	  	 321 Richard Mine Road, #500
 Wharton, NJ
07885-1838
	  	Morris	  	New Jersey
				
	Beacon Sales Acquisition, Inc.	  	 5945 Harris Technology Blvd.
 Charlotte, NC
28269
	  	Mecklenburg	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 7614 Boeing Drive
 Greensboro, NC 27409
	  	Guilford	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1306 Kirkland Road
 Raleigh, NC 27603
	  	Wake	  	North Carolina


  
 Schedule 1.1(e) –
Page 8 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 3020 Sweeten Creek Road
 Asheville, NC
28803
	  	Buncombe	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1252 North Barkley Road
 Statesville, NC
28625
	  	Iredell	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 725 Mauney Drive
 Columbia, SC 29201
	  	Richland	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 100 Lumber Drive
 Sandston, VA 23150
	  	Henrico	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 7742 Enon Drive
 Roanoke, VA 24019
	  	Roanoke	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 2514 New Easley Hwy.
 Greenville, SC
29611
	  	Greenville	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 319 Marlboro Street
 Wilmington, NC
28403
	  	New Hanover	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 2240 Technical Parkway
 Charleston, SC
29406
	  	Charleston	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 306 Forlines Road
 Winterville, NC
28590
	  	Pitt	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1301 Production Road
 Norfolk, VA 23502
	  	Norfolk	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 2809-A Thurston Avenue

Greensboro, NC 27406
	  	Guilford	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1515 Morgan Mill Road B
 Monroe, NC
28110-3638
	  	Union	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 540 W Baxter Avenue
 Knoxville, TN
37921-6845
	  	Knox	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 2500 East Main Street
 Chattanooga, TN
37404
	  	Hamilton	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 475a Marine Blvd.
 Jacksonville, NC
28540
	  	Onslow	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1090 Tidewater Road
 Myrtle Beach, SC
29579
	  	Horry	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 2220 Pine Street
 Spartanburg, SC 29302
	  	Crawford	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 611 Wesinpar Drive
 Johnson City, TN
37604
	  	Washington	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 2401 Nevada Blvd.
 Charlotte, NC 28273
	  	Mecklenburg	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 33 Fairfield Ave
 Nashville, TN 37210
	  	Davidson	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 819 Power St.
 Clarksville, TN 37042
	  	Montgomery	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 1610 Corporate Pl.
 Lavergne, TN 37086
	  	Rutherford	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 1707 River Hills Drive
 Nashville, TN
37210-2312
	  	Davidson	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 1810 Getwell
 Memphis, TN 38111-7000
	  	Shelby	  	Tennessee


  
 Schedule 1.1(e) –
Page 9 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 1600 Westinghouse Blvd.
 Charlotte, NC
28273-6327
	  	Mecklenburg	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 300 N. Chimney Rock Road
 Greensboro, NC
27409-1808
	  	Guilford	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1424 S Bloodworth St
 Raleigh, NC
27610-3902
	  	Wake	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 2932 Grandview Dr
 Simpsonville, SC
29680-6218
	  	Greenville	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 906 Commerce Cir
 Hanahan, SC
29410-3002
	  	Berkeley	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1240 Atlas Road
 Columbia, SC
29209-2451
	  	Richland	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 10991 Richardson Rd
 Ashland, VA
23005-3512
	  	Hanover	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 4551 John Tyler Highway
 Williamsburg, VA
23185-2453
	  	James City	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 11626-C Wilmar Blvd.

Charlotte, NC 28273-4602
	  	Mecklenburg	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 3820 N. Davidson St.
 Charlotte, NC
28205-1306
	  	Mecklenburg	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 4523 Green Point Drive
 Suite 102

Greensboro, NC 27410-8103
	  	Guilford	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 461 19th Street S.E.
 Hickory, NC
28602-5324
	  	Catawba	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1411 Walkup Ave.
 Monroe, NC 28110-3523
	  	Union	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1915 Plantation Rd. Ne
 Roanoke, VA
24012-5235
	  	Roanoke	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 1836 Equitable Place
 Charlotte, NC
28213-6500
	  	Mecklenburg	  	North Carolina
				
	Beacon Sales Acquisition, Inc.	  	 1240 Atlas Road
 Columbia, SC
29209-2451
	  	Richland	  	South Carolina
				
	Beacon Sales Acquisition, Inc.	  	 5244 River Road
 Bethesda, MD 20816
	  	Montgomery	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 30 Southlawn Court
 Rockville, MD 20850
	  	Montgomery	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 4600 Rhode Island Avenue
 Brentwood, MD
20722
	  	Prince George	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 5900 Farrington Avenue
 Alexandria, VA
22304
	  	Manassas (City)	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 7891 Notes Drive
 Manassas, VA 20109
	  	Prince William	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 5752 Industry Lane
 Frederick, MD 21704
	  	Frederick	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 1321 Western Avenue
 Baltimore, MD
21230
	  	Baltimore (City)	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 8999 Yellow Brick Road
 Rosedale, MD
21237
	  	Baltimore	  	Maryland


  
 Schedule 1.1(e) –
Page 10 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 7075 Oakland Mills Rd
 Columbia, MD
21046
	  	Howard	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 10510 Middleport Lane
 White Plains, MD
20695
	  	Charles	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 1042 Hardees Drive
 Aberdeen, MD 21001
	  	Hartford	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 505 Marvel Road
 Salisbury, MD 21801
	  	Wicomico	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 1804 West Street
 Annapolis, MD 21401
	  	Anna Arundel	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 399 Lenoir Drive
 Winchester, VA 22603
	  	Winchester (City)	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 41 Joseph Mills Drive
 Fredericksburg, VA
22408
	  	Fredericksburg (City)	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 566 Bell Circle
 Harrisonburg, VA 22801
	  	Harrisonburg	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 1738 Scottsville Road
 Charlottesville, VA
22902
	  	Charlottesville (City)	  	Virginia
				
	Beacon Sales Acquisition, Inc.	  	 500 Dover Street
 Easton, MD 21601
	  	Talbot	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 9912 A Governor Lane Blvd.
 Williamsport, MD
21795
	  	Washington	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 1901 62nd Street, Suite 3904
 Baltimore, MD
21237-1290
	  	Baltimore	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 344 Manchester Rd.
 Westminster, MD
21157-3898
	  	Carroll	  	Maryland
				
	Beacon Sales Acquisition, Inc.	  	 9335 Highway 6 North
 Houston, TX 77095
	  	Harris	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 6410 Cavalcade Street
 Houston, TX
77026
	  	Harris	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 14950 Gulf Freeway
 Houston, TX 77034
	  	Harris	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 5925 College Street
 Beaumont, TX 77707
	  	Jefferson	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 1702 S Expressway 281
 Edinburg, TX
78542-7203
	  	Hidalgo	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 15431 Interstate 45 South
 Conroe, TX
77385
	  	Montgomery	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 13246 Murphy Rd
 Suite 100

Stafford, TX 77477
	  	Fort Bend	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 3601 Silver Dollar Circle
 Austin, TX
78744
	  	Travis	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 2600 Aldine Bender Rd
 Houston, TX
77032
	  	Harris	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 3004 Cameron St.
 Lafayette, LA 70506
	  	Lafayette	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 1420 Sams Ave., Ste. 2-A

Harahan, LA 70123
	  	Jefferson	  	Louisiana


  
 Schedule 1.1(e) –
Page 11 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 265 Hwy 1085
 Madisonville, LA 70447
	  	St. Tammany	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 3004 Cameron St.
 Lafayette, LA 70506
	  	Lafayette	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 18235 Swamp Road
 Prairieville, LA
70769
	  	Ascension	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 7065 & 7067 Heuermann Rd.
 San Antonio, TX
78256
	  	Bexar	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 8319 N Lamar Blvd
 Austin, TX
78753-5920
	  	Travis	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 608 Pederson Rd.
 Katy, TX 77494-1704
	  	Fort Bend	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 2600 W. Mount Houston Road
 Houston, TX
77038-3435
	  	Harris	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 6907 Commerce Avenue
 El Paso, TX
79915-1101
	  	El Paso	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 8727 Lockway Street
 San Antonio, TX
78217-4800
	  	Bexar	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 5608 Old Brownsville Road
 Corpus Christi, TX
78417-9758
	  	Nueces	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 2251 Stemmons Trail
 Dallas, TX
75220-5329
	  	Dallas	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 1100 Placid Ave
 Plano, TX 75074-8622
	  	Collin	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 800 W Vickery Blvd
 Fort Worth, TX
76104-1143
	  	Tarrant	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 1700 Tech Centre Parkway, 106
 Arlington, TX
76014-4405
	  	Tarrant	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 845 Greens Pkwy, # 150
 Houston, TX
77067-4460
	  	Harris	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 1305 E. Pecan, Suite L
 Mcallen, TX
78501-5773
	  	Hidalgo	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 5108 Rittiman Road, Suite 900
 San Antonio, TX
78218-4685
	  	Bexar	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 7702 South 168th St.
 Omaha, NE
68136-1160
	  	Douglas	  	Nebraska
				
	Beacon Sales Acquisition, Inc.	  	 625 Lambert Pointe
 Hazelwood, MO
63042-2697
	  	Saint Louis	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 1599 N. Topping Avenue
 Kansas City, MO
64120-1221
	  	Jackson	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 8501 Telfair Ave
 Sun Valley, CA
91352-3928
	  	Los Angeles	  	California
				
	Beacon Sales Acquisition, Inc.	  	 1700 Barcelona Circle
 Placentia, CA
92870-6630
	  	Orange	  	California
				
	Beacon Sales Acquisition, Inc.	  	 7310 Convoy Ct.
 San Diego, CA
92111-1110
	  	San Diego	  	California
				
	Beacon Sales Acquisition, Inc.	  	 23030 Kidder St.
 Hayward, CA
94545-1624
	  	Alameda	  	California


  
 Schedule 1.1(e) –
Page 12 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 1556 Santa Ana Ave
 Suite 120

Sacramento, CA 95838-1737
	  	Sacramento	  	California
				
	Beacon Sales Acquisition, Inc.	  	 3230 E. Roeser Rd.
 Suite #3

Phoenix, AZ 85040-3820
	  	Maricopa	  	Arizona
				
	Beacon Sales Acquisition, Inc.	  	 1897 South 3230 West
 Salt Lake City, UT
84104-4925
	  	Salt Lake	  	Utah
				
	Beacon Sales Acquisition, Inc.	  	 689 Kakoi Street
 Unit 2-B
 Honolulu, HI 96819-2087
	  	Honolulu	  	Hawaii
				
	Beacon Sales Acquisition, Inc.	  	 296 Alahma Street
 Unit #Z2

Kahului, HI 96732-0000
	  	Maui	  	Hawaii
				
	Beacon Sales Acquisition, Inc.	  	 429 Lever Place
 Orange, CA 92867-3620
	  	Orange	  	California
				
	Beacon Sales Acquisition, Inc.	  	 3441 Galaxy Place
 Oxnard, CA
93030-8985
	  	Ventura	  	California
				
	Beacon Sales Acquisition, Inc.	  	 2200 Cook Drive
 Atlanta, GA 30340-3133
	  	DeKalb	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 PO Box 1447
 Savannah, GA 31402
	  	Chatham	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 3333 N Canal Street
 Jacksonville, FL
32209-4195
	  	Duval	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 3465 Browns Mill Road
 Atlanta, GA
30354
	  	Fulton	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 2500 S. Main Street
 Kennesaw, GA
30144-3518
	  	Cobb	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 220 Allied Industrial Blvd.
 Macon, GA
31206
	  	Bibb	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 4401 Swamp Fox Rd. Unit 1
 Tallahassee, FL
32304
	  	Leon	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 6835 Southlake Parkway
 Morrow, GA
30260-3035
	  	Clayton	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 452 Sawmill Dr. Ne
 Suwanee, GA
30024
	  	Habersham	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 1410 Mills B. Lane Blvd.
 Savannah, GA
31405
	  	Chatham	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 210 Golden Road
 Tifton, GA 31794
	  	Tift	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 2524 2nd Street West
 Apt 11

Birmingham, AL 35204
	  	Jefferson	  	Alabama
				
	Beacon Sales Acquisition, Inc.	  	 800 Edwards Avenue
 New Orleans, LA
70123-3123
	  	Jefferson	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 7635 S Choctaw Dr
 Baton Rouge, LA
70806-1420
	  	East Baton Rouge	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 1500 Old Natchitoches Road
 West Monroe, LA
71292-9468
	  	Ouachita	  	Louisiana


  
 Schedule 1.1(e) –
Page 13 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 1802 Southern Avenue
 Shreveport, LA
71101-4419
	  	Caddo	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 3465 Browns Mill Road
 Atlanta, GA
30354
	  	Fulton	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 4225 Jenkins Court
 Suwanee, GA
30024-3925
	  	Habersham	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 5150 Piney Grove Road
 Cumming, GA
30040-9643
	  	Forsyth	  	Georgia
				
	Beacon Sales Acquisition, Inc.	  	 2705 Southside Drive
 Tuscaloosa, AL
35401-5612
	  	Tuscaloosa	  	Alabama
				
	Beacon Sales Acquisition, Inc.	  	 205 Priester Dr.
 Pearl, MS 39288
	  	Rankin	  	Mississippi
				
	Beacon Sales Acquisition, Inc.	  	 1096 Fifth Street
 Florala, AL 36442
	  	Covington	  	Alabama
				
	Beacon Sales Acquisition, Inc.	  	 1420 Sams Ave., Ste. 2-A

Harahan, LA 70123
	  	Jefferson	  	Louisiana
				
	Beacon Sales Acquisition, Inc.	  	 75 Liberty Place
 Hattiesburg, MS 39402
	  	Forrest	  	Mississippi
				
	Beacon Sales Acquisition, Inc.	  	 2705 Southside Drive
 Tuscaloosa, AL
35401-5612
	  	Tuscaloosa	  	Alabama
				
	Beacon Sales Acquisition, Inc.	  	 1283 N. Mcdonough St.
 Montgomery, AL
36104
	  	Montgomery	  	Alabama
				
	Beacon Sales Acquisition, Inc.	  	 3406 Georgia Pacific Ave.
 Mobile, AL
36617
	  	Mobile	  	Alabama
				
	Beacon Sales Acquisition, Inc.	  	 521 31st St N
 Birmingham, AL
35203-2928
	  	Jefferson	  	Alabama
				
	Beacon Sales Acquisition, Inc.	  	 2501 Silver Meteor Dr.
 Orlando, FL
32804
	  	Orange	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 8501 Sabal Industrial Blvd
 Tampa, FL
33619-1361
	  	Hillsborough	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 4075 Edison Ave
 Fort Myers, FL
33916-4831
	  	Lee	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 1150 SW 32nd Way
 Deerfield Beach, FL
33442
	  	Broward	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 5530 NW 32nd Court
 Miami, FL 33142
	  	Dade	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 2155 West Landstreet Rd.
 Orlando, FL
32809
	  	Orange	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 2200 Avenue L
 Riviera Beach, FL 33404
	  	Palm Beach	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 655 SW 15th Street
 Ocala, FL 34474
	  	Marion	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 2850 Harper Road
 Melbourne, FL 32904
	  	Brevard	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 115 Business Center Drive
 Ormond Beach, FL
32174-6620
	  	Volusia	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 1105 East 16th Ave.
 Palmetto, FL 34221
	  	Manatee	  	Florida


  
 Schedule 1.1(e) –
Page 14 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 2415 Griffin Rd
 Leesburg, FL
34748-3201
	  	Lake	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 1600 W. New Hampshire St.
 Orlando, FL
32804-6002
	  	Orange	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 5555 Commercial Blvd
 Winter Haven, FL
33880
	  	Polk	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 3595 Recker Highway
 Winter Haven, FL
33880-1959
	  	Polk	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 12200 28th Street North
 St. Petersburg, FL
33716-1822
	  	Pinellas	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 2955 Whitfield Ave
 Sarasota, FL
34243-3307
	  	Manatee	  	Florida
				
	Beacon Sales Acquisition, Inc.	  	 2440 Edison Blvd.
 Twinsburg, OH 44087
	  	Summit	  	Ohio
				
	Beacon Sales Acquisition, Inc.	  	 1987-2071 Gateway Boulevard
 Suite 2015

Arden Hills, MN 55112-2771
	  	Ramsey	  	Minnesota
				
	Beacon Sales Acquisition, Inc.	  	 10366 E. 1400 North Rd
 Bloomington, IL
61705
	  	McLean	  	Illinois
				
	Beacon Sales Acquisition, Inc.	  	 619 11th St.
 Rock Island, IL 61201
	  	Rock Island	  	Illinois
				
	Beacon Sales Acquisition, Inc.	  	 2035 E. Ovid Ave.
 Des Moines, IA 50313
	  	Polk	  	Iowa
				
	Beacon Sales Acquisition, Inc.	  	 6355 6th St Sw.
 Cedar Rapids, IA 52404
	  	Linn	  	Iowa
				
	Beacon Sales Acquisition, Inc.	  	 15001 W Center Rd
 Omaha, NE 68144-3220
	  	Douglas	  	Nebraska
				
	Beacon Sales Acquisition, Inc.	  	 2922 West Service Road
 Eagan, MN
55121-1223
	  	Dakota	  	Minnesota
				
	Beacon Sales Acquisition, Inc.	  	 700 Norflex Drive
 Hudson, WI
54016-7671
	  	Saint Croix	  	Wisconsin
				
	Beacon Sales Acquisition, Inc.	  	 22851 Industrial Blvd.
 Rogers, MN
55374
	  	Hennepin	  	Minnesota
				
	Beacon Sales Acquisition, Inc.	  	 4343 Holly Street
 Denver, CO 80216
	  	Denver	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 825 SW Frontage Road
 Fort Collins, CO
80524
	  	Larimer	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 227 S. Link Lane
 Fort Collins, CO
80524-2744
	  	Larimer	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 6978 South Clinton Street
 Centennial, CO
80112
	  	Arapahoe	  	Colorado
				
	Beacon Sales Acquisition, Inc.	  	 1285 W Terra Ln
 O’Fallon, MO
63366-2316
	  	Saint Charles	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 1441 North Warson Road
 Saint Louis, MO
63132
	  	Saint Louis	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 7921 East Truman Rd.
 Kansas City, MO
64126
	  	Jackson	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 951 S.E. Oldham Parkway
 Lee’s Summit, MO
64081
	  	Jackson	  	Missouri


  
 Schedule 1.1(e) –
Page 15 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 3208 Route C
 Jefferson City, MO 65109
	  	Cole	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 1800 E 103rd St
 Kansas City, MO
64131-3413
	  	Jackson	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 6000 Merriam Dr.
 Merriam, KS 66203
	  	Johnson	  	Kansas
				
	Beacon Sales Acquisition, Inc.	  	 4008 N.W. 14th St.
 Topeka, KS 66618
	  	Shawnee	  	Kansas
				
	Beacon Sales Acquisition, Inc.	  	 200 S. 42nd Street
 Kansas City, KS
66106-1002
	  	Wyandotte	  	Kansas
				
	Beacon Sales Acquisition, Inc.	  	 630 S Cliff Ave.
 Sioux Falls, SD
57104-5371
	  	Minnehaha	  	South Dakota
				
	Beacon Sales Acquisition, Inc.	  	 200 W. South St.
 Lincoln, NE 68522
	  	Lancaster	  	Nebraska
				
	Beacon Sales Acquisition, Inc.	  	 10000 J Street
 Omaha, NE 68127
	  	Douglas	  	Nebraska
				
	Beacon Sales Acquisition, Inc.	  	 4311 Cherry Ave.
 Kearney, NE 68847
	  	Buffalo	  	Nebraska
				
	Beacon Sales Acquisition, Inc.	  	 3210 Superior St
 Lincoln, NE
68504-1112
	  	Lancaster	  	Nebraska
				
	Beacon Sales Acquisition, Inc.	  	 5447 S 1st St
 Abilene, TX 79605
	  	Taylor	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 300 N. Britain Rd
 Irving, TX 75061
	  	Dallas	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 1602 Lavon Dr.
 McKinney, TX 75069
	  	Collin	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 3110 S. Jupiter Rd. Suite 100
 Garland, TX
75041
	  	Dallas	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 5328 E Lancaster Ave
 Ft. Worth, TX
76112
	  	Tarrant	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 6801 Imperial Dr.
 Waco, TX 76712
	  	McLennan	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 4200 I-40 East

Amarillo, TX 79103
	  	Potter	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 11601 West County Road 125
 Odessa, TX
79765
	  	Ector	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 2804 E. Erwin
 Tyler, TX 75708
	  	Smith	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 2716 Prestige Rd
 Ft. Worth, TX 76244
	  	Tarrant	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 104 E Trinity Blvd.
 Grand Prairie, TX
75050
	  	Dallas	  	Texas
				
	Beacon Sales Acquisition, Inc.	  	 1851 John Paul Drive
 Memphis, TN 38114
	  	Shelby	  	Tennessee
				
	Beacon Sales Acquisition, Inc.	  	 2037 S. Southwest Blvd.
 Wichita, KS
67213
	  	Sedgwick	  	Kansas
				
	Beacon Sales Acquisition, Inc.	  	 3149 S. Scenic Ave.
 Springfield, MO
65807
	  	Greene	  	Missouri


  
 Schedule 1.1(e) –
Page 16 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Sales Acquisition, Inc.	  	 2424 E. Grand Ave.
 Hot Springs, AR
71901
	  	Garland	  	Arkansas
				
	Beacon Sales Acquisition, Inc.	  	 815 S. A. Jones St.
 N. Little Rock, AR
72114
	  	Pulaski	  	Arkansas
				
	Beacon Sales Acquisition, Inc.	  	 2524 S.E. 15th Street
 Oklahoma City, OK
73129
	  	Oklahoma	  	Oklahoma
				
	Beacon Sales Acquisition, Inc.	  	 9802 E 46th Pl
 Tulsa, OK 74146-4901
	  	Tulsa	  	Oklahoma
				
	Beacon Sales Acquisition, Inc.	  	 727 South Schifferdecker Rd.
 Joplin, MO
64801
	  	Jasper	  	Missouri
				
	Beacon Sales Acquisition, Inc.	  	 501 N 2nd St
 Ft. Smith, AR 72901
	  	Sebastian	  	Arkansas
				
	Beacon Sales Acquisition, Inc.	  	 5120 NW 5th Street
 Oklahoma City, OK
73127-5811
	  	Oklahoma	  	Oklahoma
				
	Beacon Sales Acquisition, Inc.	  	 5191 N. Oak
 Bethel Heights, AR 72764
	  	Washington	  	Arkansas
				
	Allied Building Products Corp.	  	 1710 E. 82nd Ave
 Anchorage, AK 99508
	  	Anchorage	  	Alaska
				
	Allied Building Products Corp.	  	 8207 Hartzell Road
 Anchorage, AK 99507
	  	Anchorage	  	Alaska
				
	Allied Building Products Corp.	  	 1401 North 22nd Avenue
 Phoenix, AZ
85009
	  	Maricopa	  	Arizona
				
	Allied Building Products Corp.	  	 1510 N. 21st Avenue
 Phoenix, AZ 85009
	  	Maricopa	  	Arizona
				
	Allied Building Products Corp.	  	 2211 W. Roosevelt
 Phoenix, AZ 85009
	  	Maricopa	  	Arizona
				
	Allied Building Products Corp.	  	 505 E. 17th Street
 Phoenix, AZ 85701
	  	Pima	  	Arizona
				
	Allied Building Products Corp.	  	 481 E-Z Street

Prescott, AZ 86301
	  	Yavapai	  	Arizona
				
	Allied Building Products Corp.	  	 3525 E 34th Street
 Tucson, AZ 85713
	  	Pima	  	Arizona
				
	Allied Building Products Corp.	  	 2940-2960 East White Star Avenue (and land contiguous to 2940 and 2960 East White Stare Avenue) & parcel of land contiguous to 2940 and
2960 East White Start Avenue
 Anaheim, CA 92806
	  	Orange	  	California
				
	Allied Building Products Corp.	  	 1244 North Anaheim Blvd.
 Anaheim, CA
92801
	  	Orange	  	California
				
	Allied Building Products Corp.	  	 3401 N Sillect Avenue
 Bakersfield, CA
93308
	  	Kern	  	California
				
	Allied Building Products Corp.	  	 1212 W 58th Street
 Los Angeles, CA
90037
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 1710 Naomi Ave.
 Los Angeles, CA 90021
	  	Los Angeles	  	California


  
 Schedule 1.1(e) –
Page 17 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 21026 Nordhoff Street
 Suite A

Los Angeles, CA 91311
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 4801 Exposition Blvd.
 Los Angeles, CA
90016
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 1620 South Maple Ave
 Montebello, CA
90640
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 1606 Hamner Ave
 Norco, CA 92860
	  	Riverside	  	California
				
	Allied Building Products Corp.	  	 8650 E. Garvey Blvd
 Rosemead, CA 91770
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 8600 23rd Avenue Suite B
 Sacramento, CA
95826
	  	Sacramento	  	California
				
	Allied Building Products Corp.	  	 5050 84th Street
 Sacramento, CA 95826
	  	Sacramento	  	California
				
	Allied Building Products Corp.	  	 370 Industrial Road
 San Bernardino, CA
92408
	  	San Bernardino	  	California
				
	Allied Building Products Corp.	  	 456 East Industrial Road
 San Bernardino, CA
92408
	  	San Bernardino	  	California
				
	Allied Building Products Corp.	  	 Unknown address
 San Bernardino, CA
92408
	  	San Bernardino	  	California
				
	Allied Building Products Corp.	  	 4674 Cardin Street
 San Diego, CA 92111
	  	San Diego	  	California
				
	Allied Building Products Corp.	  	 2142 Jerrold Ave.
 San Francisco, CA
94124
	  	San Francisco	  	California
				
	Allied Building Products Corp.	  	 1001 Felipe Ave, 1235 Story Road, 1137 Olinder Court

San Jose, CA 95122
	  	Santa Clara	  	California
				
	Allied Building Products Corp.	  	 1123, 1127, 1133 and 1135 Olinder Ct
 San Jose,
CA 95122
	  	Santa Clara	  	California
				
	Allied Building Products Corp.	  	 555 Tully Road
 San Jose, CA 95111
	  	Santa Clara	  	California
				
	Allied Building Products Corp.	  	 701 Fremont Avenue
 San Leandro, CA
94577
	  	Alameda	  	California
				
	Allied Building Products Corp.	  	 1011 E Walnut Street
 Santa Ana, CA
92701
	  	Orange	  	California
				
	Allied Building Products Corp.	  	 4159 Santa Rosa Avenue
 Santa Rosa, CA
95407
	  	Sonoma	  	California
				
	Allied Building Products Corp.	  	 3100 Orange Ave
 Signal Hill, CA 90755
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 2249 Waterloo Road
 Stockton, CA 95205
	  	San Joaquin	  	California
				
	Allied Building Products Corp.	  	 15208 Raymer Street
 Van Nuys, CA 91405
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 7945 Orion Ave, Ste B
 Van Nuys, CA
91406
	  	Los Angeles	  	California
				
	Allied Building Products Corp.	  	 1435 Walter Street
 Ventura, CA 93003
	  	Ventura	  	California


  
 Schedule 1.1(e) –
Page 18 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 9959 E. Geddes Ave
 Centennial, CO
80112
	  	Arapahoe	  	Colorado
				
	Allied Building Products Corp.	  	 3170 N Century Street
 Colorado Springs, CO
80907
	  	El Paso	  	Colorado
				
	Allied Building Products Corp.	  	 450 E 4th St.
 Colorado Springs, CO
80907
	  	El Paso	  	Colorado
				
	Allied Building Products Corp.	  	 1400 E 61st Ave
 Denver, CO 80216
	  	Adams	  	Colorado
				
	Allied Building Products Corp.	  	 5252 Sherman St
 Denver, CO 80216
	  	Adams	  	Colorado
				
	Allied Building Products Corp.	  	 5252 Sherman Street Annex (North Building)

Denver, CO 80216
	  	Adams	  	Colorado
				
	Allied Building Products Corp.	  	 5347 N. Sherman Street
 Denver, CO
80216
	  	Adams	  	Colorado
				
	Allied Building Products Corp.	  	 6050 Downing Street
 Denver, CO 80216
	  	Adams	  	Colorado
				
	Allied Building Products Corp.	  	 2155 Midpoint Drive
 Fort Collins, CO
80525
	  	Larimer	  	Colorado
				
	Allied Building Products Corp.	  	 6220 So College Ave
 Fort Collins, CO
80525
	  	Larimer	  	Colorado
				
	Allied Building Products Corp.	  	 6250 S College Ave
 Fort Collins, CO
80525
	  	Larimer	  	Colorado
				
	Allied Building Products Corp.	  	 2495 West Mesa Court
 Grand Junction, CO
81505
	  	Mesa	  	Colorado
				
	Allied Building Products Corp.	  	 3240 Mirror Ave
 Pueblo, CO 81004
	  	Pueblo	  	Colorado
				
	Allied Building Products Corp.	  	 1730 Commerce Drive
 Suite L

Bridgeport, CT 06605
	  	Fairfield	  	Connecticut
				
	Allied Building Products Corp.	  	 100 Wheeler Street
 New Haven, CT 06512
	  	New Haven	  	Connecticut
				
	Allied Building Products Corp.	  	 780 North Colony Road
 Wallingford, CT
06492
	  	New Haven	  	Connecticut
				
	Allied Building Products Corp.	  	 13555 49th Street North
 Clearwater, FL
33762
	  	Pinellas	  	Florida
				
	Allied Building Products Corp.	  	 736 Fentress Blvd
 Daytona Beach, FL
32114
	  	Volusia	  	Florida
				
	Allied Building Products Corp.	  	 3101 SW 1st Terrace
 Fort Lauderdale, FL
33315
	  	Broward	  	Florida
				
	Allied Building Products Corp.	  	 3121 S. W. First Terrace
 Fort Lauderdale, FL
33315
	  	Broward	  	Florida
				
	Allied Building Products Corp.	  	 5626 Enterprise Parkway
 Fort Myers, FL
33905
	  	Lee	  	Florida
				
	Allied Building Products Corp.	  	 701 S. Market Ave
 Fort Pierce, FL
34982
	  	Saint Lucie	  	Florida
				
	Allied Building Products Corp.	  	 5143 Longleaf Street
 Jacksonville, FL
32209
	  	Duval	  	Florida


  
 Schedule 1.1(e) –
Page 19 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 6550 NW 74th Avenue
 Miami, FL 33166
	  	Miami-Dade	  	Florida
				
	Allied Building Products Corp.	  	 7440 NW 66th St
 Miami, FL 33166
	  	Miami-Dade	  	Florida
				
	Allied Building Products Corp.	  	 7604 NW 24th Ave, 2445 NW 76th Street, and 2400 NW 77th Terrace

Miami, FL 33147
	  	Miami-Dade	  	Florida
				
	Allied Building Products Corp.	  	 4328 Domestic Avenue
 Naples, FL 34104
	  	Collier	  	Florida
				
	Allied Building Products Corp.	  	 4226 Domestic Avenue
 Naples, FL 34104
	  	Collier	  	Florida
				
	Allied Building Products Corp.	  	 4227 Domestic Ave
 Naples, FL 34104
	  	Collier	  	Florida
				
	Allied Building Products Corp.	  	 103 1/2 Douglas Road
 Oldsmar (Orlando), FL
34677
	  	Pinellas	  	Florida
				
	Allied Building Products Corp.	  	 4004 Clarcona Ocoee Road
 Orlando, FL
32810
	  	Orange	  	Florida
				
	Allied Building Products Corp.	  	 6363 Edgewater Drive
 Orlando, FL 32810
	  	Orange	  	Florida
				
	Allied Building Products Corp.	  	 250 Ring Avenue NE
 Palm Bay, FL 32907
	  	Brevard	  	Florida
				
	Allied Building Products Corp.	  	 1417 and 1433 Pennykamp St
 Palm Bay, FL
32907
	  	Brevard	  	Florida
				
	Allied Building Products Corp.	  	 4281 Westroads Drive
 Riviera Beach, FL
33407
	  	Palm Beach	  	Florida
				
	Allied Building Products Corp.	  	 8395 Garden Road
 Riviera Beach, FL
33404
	  	Palm Beach	  	Florida
				
	Allied Building Products Corp.	  	 3520 Consumer Units 1, 2, 3, and 4
 Riviera
Beach, FL 33404
	  	Palm Beach	  	Florida
				
	Allied Building Products Corp.	  	 5330 Pinkney Avenue
 Sarasota, FL 34233
	  	Sarasota	  	Florida
				
	Allied Building Products Corp.	  	 235 Commercial Drive
 St. Augustine, FL
32092
	  	Saint Johns	  	Florida
				
	Allied Building Products Corp.	  	 3258 Gran Park Way
 Stuart, FL 34997
	  	Martin	  	Florida
				
	Allied Building Products Corp.	  	 9609 Palm River Road
 Tampa, FL 33619
	  	Hillsborough	  	Florida
				
	Allied Building Products Corp.	  	 1517 Ocean Dr
 Vero Beach, FL 32963
	  	Indian River	  	Florida
				
	Allied Building Products Corp.	  	 2590 Piper Drive
 Vero Beach, FL 32960
	  	Indian River	  	Florida
				
	Allied Building Products Corp.	  	 4768 S. Atlanta Road SE
 Atlanta, GA
30080
	  	Cobb	  	Georgia
				
	Allied Building Products Corp.	  	 1625 Stone Ridge Drive
 Stone Mountain, GA
30083
	  	Dekalb	  	Georgia
				
	Allied Building Products Corp.	  	 1342 W. Hill Avenue
 Valdosta, GA 31601
	  	Lowndes	  	Georgia


  
 Schedule 1.1(e) –
Page 20 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 2276 Pahounui Drive
 Honolulu, HI 96819
	  	Honolulu	  	Hawaii
				
	Allied Building Products Corp.	  	 2524 Kolo Road
 Kilauea, HI 96754
	  	Kauai	  	Hawaii
				
	Allied Building Products Corp.	  	 73-4278 Hulikoa Drive

Kailua-Kona, HI 96740
	  	Hawaii	  	Hawaii
				
	Allied Building Products Corp.	  	 221 South Wakea Ave.
 Unit 101

Maui, HI 96732
	  	Maui	  	Hawaii
				
	Allied Building Products Corp.	  	 515 E Uahi Way
 Wailuku, HI 96793
	  	Maui	  	Hawaii
				
	Allied Building Products Corp.	  	 438 South Devils Glen Road
 Bettendorf, IA
52722
	  	Scott	  	Iowa
				
	Allied Building Products Corp.	  	 200 32nd St Dr SE
 Cedar Rapids, IA
52403
	  	Linn	  	Iowa
				
	Allied Building Products Corp.	  	 6485 NE 14th Street
 Des Moines, IA
50313
	  	Polk	  	Iowa
				
	Allied Building Products Corp.	  	 2512 Clearbrook Drive
 Arlington Heights, IL
60005
	  	Cook	  	Illinois
				
	Allied Building Products Corp.	  	 606-612 East Brook Drive

Arlington Heights, IL 60005
	  	Cook	  	Illinois
				
	Allied Building Products Corp.	  	 155 West 84th Street
 Chicago, IL 60620
	  	Cook	  	Illinois
				
	Allied Building Products Corp.	  	 9630 South 76th Avenue (Building)
 Hickory
Hills, IL 60457
	  	Cook	  	Illinois
				
	Allied Building Products Corp.	  	 9630 South 76th Avenue (Parking)
 Hickory Hills,
IL 60457
	  	Cook	  	Illinois
				
	Allied Building Products Corp.	  	 2424 N. Pulaski Road
 Chicago, IL 60639
	  	Cook	  	Illinois
				
	Allied Building Products Corp.	  	 3S450 Route 59
 Naperville, IL 60563
	  	Dupage	  	Illinois
				
	Allied Building Products Corp.	  	 16440 South Kilbourn Avenue
 Oak Forest, IL
60452
	  	Cook	  	Illinois
				
	Allied Building Products Corp.	  	 1120 North Rand Road
 Wauconda, IL
60084
	  	Lake	  	Illinois
				
	Allied Building Products Corp.	  	 1500 Powis Court
 West Chicago, IL
60185
	  	Dupage	  	Illinois
				
	Allied Building Products Corp.	  	 1301 East Tennessee Street
 Evansville, IN
47711
	  	Vanderburgh	  	Indiana
				
	Allied Building Products Corp.	  	 1406 N. Harlan Ave
 Evansville, IN
47711
	  	Vanderburgh	  	Indiana
				
	Allied Building Products Corp.	  	 3120 N. Shadeland Ave.
 Indianapolis, IN
46226
	  	Marion	  	Indiana
				
	Allied Building Products Corp.	  	 9050 Louisiana Street
 Merrillville, IN
46410
	  	Lake	  	Indiana
				
	Allied Building Products Corp.	  	 40 Waverly Street
 Framingham, MA 01702
	  	Middlesex	  	Massachusetts


  
 Schedule 1.1(e) –
Page 21 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 81-87 Morton Street

Framingham, MA 01702
	  	Middlesex	  	Massachusetts
				
	Allied Building Products Corp.	  	 1500 Main Street
 Weymouth, MA 02190
	  	Norfolk	  	Massachusetts
				
	Allied Building Products Corp.	  	 41 Atlantic Ave.
 Woburn, MA 01801
	  	Middlesex	  	Massachusetts
				
	Allied Building Products Corp.	  	 1978 Moreland Parkway
 Annapolis, MD
21401
	  	Anne Arundel	  	Maryland
				
	Allied Building Products Corp.	  	 501 N. North Point Road
 Baltimore, MD
21237
	  	Baltimore	  	Maryland
				
	Allied Building Products Corp.	  	 6600 Whitestone Rd.
 Baltimore, MD
21207
	  	Baltimore	  	Maryland
				
	Allied Building Products Corp.	  	 8203 Fischer Road
 Baltimore, MD 21222
	  	Baltimore	  	Maryland
				
	Allied Building Products Corp.	  	 8540 Ashwood Drive
 Capitol Heights, MD
20743
	  	Prince George’s	  	Maryland
				
	Allied Building Products Corp.	  	 8945 Glebe Park Drive
 Easton, MD 21601
	  	Talbot	  	Maryland
				
	Allied Building Products Corp.	  	 7421 Lindbergh Drive
 Gaithersburg, MD
20879
	  	Montgomery	  	Maryland
				
	Allied Building Products Corp.	  	 128 Derwood Circle
 Rockville, MD 20850
	  	Montgomery	  	Maryland
				
	Allied Building Products Corp.	  	 32800 Groesbeck Highway
 Fraser, MI
48026
	  	Macomb	  	Michigan
				
	Allied Building Products Corp.	  	 1700 East Nine Mile Road
 Ferndale, MI
48220
	  	Oakland	  	Michigan
				
	Allied Building Products Corp.	  	 4475 Lawson Drive
 Howell, MI 48843
	  	Livingston	  	Michigan
				
	Allied Building Products Corp.	  	 22900 Ecorse Road
 Taylor, MI 48180
	  	Wayne	  	Michigan
				
	Allied Building Products Corp.	  	 3718 Buchanan Ave SW
 Wyoming, MI 49548
	  	Kent	  	Michigan
				
	Allied Building Products Corp.	  	 5290 W. Michigan Avenue
 Ypsilanti, MI
48197
	  	Washtenaw	  	Michigan
				
	Allied Building Products Corp.	  	 1006 Wright Street
 Brainerd, MN 56401
	  	Crow Wing	  	Minnesota
				
	Allied Building Products Corp.	  	 3112 Truck Center Drive
 Duluth, MN
55806
	  	Saint Louis	  	Minnesota
				
	Allied Building Products Corp.	  	 21470 Grenada Avenue
 Lakeville, MN
55044
	  	Dakota	  	Minnesota
				
	Allied Building Products Corp.	  	 9700 13th Avenue North
 Plymouth, MN
55441
	  	Hennepin	  	Minnesota
				
	Allied Building Products Corp.	  	 9800 13th Avenue North
 Plymouth, MN
55441
	  	Hennepin	  	Minnesota
				
	Allied Building Products Corp.	  	 1081 Pendant Lane NW
 Rochester, MN
55901
	  	Olmsted	  	Minnesota
				
	Allied Building Products Corp.	  	 777 Anderson Avenue
 St Cloud, MN 56303
	  	Stearns	  	Minnesota


  
 Schedule 1.1(e) –
Page 22 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 165 West Sycamore Street
 St. Paul, MN
55117
	  	Ramsey	  	Minnesota
				
	Allied Building Products Corp.	  	 195-215 W Sycamore St

St. Paul, MN 55117
	  	Ramsey	  	Minnesota
				
	Allied Building Products Corp.	  	 200 Sycamore Street W
 St. Paul, MN
55117
	  	Ramsey	  	Minnesota
				
	Allied Building Products Corp.	  	 310 Sycamore Street W
 St. Paul, MN
55117
	  	Ramsey	  	Minnesota
				
	Allied Building Products Corp.	  	 775 Rice Street
 St. Paul, MN 55117
	  	Ramsey	  	Minnesota
				
	Allied Building Products Corp.	  	 801 Rice Street and 211 Sycamore St W
 St. Paul,
MN 55117
	  	Ramsey	  	Minnesota
				
	Allied Building Products Corp.	  	 900 Thomasboro Drive
 Charlotte, NC
28208
	  	Mecklenburg	  	North Carolina
				
	Allied Building Products Corp.	  	 4015 S Alston Avenue
 Durham, NC 27713
	  	Durham	  	North Carolina
				
	Allied Building Products Corp.	  	 3283 Frog Level Road
 Greenville, NC
27834
	  	Pitt	  	North Carolina
				
	Allied Building Products Corp.	  	 1105 New Hope Road
 Raleigh, NC 27610
	  	Wake	  	North Carolina
				
	Allied Building Products Corp.	  	 3300 Rock Island Place
 Bismarck, ND
58504
	  	Burleigh	  	North Dakota
				
	Allied Building Products Corp.	  	 2001 1st Avenue N
 Fargo, ND 58102
	  	Cass	  	North Dakota
				
	Allied Building Products Corp.	  	 4500 16th Avenue NW
 Fargo, ND 58102
	  	Cass	  	North Dakota
				
	Allied Building Products Corp.	  	 5505 Gateway Drive
 Grand Forks, ND
58203
	  	Grand Forks	  	North Dakota
				
	Allied Building Products Corp.	  	 4000 N. Broadway
 Minot, ND 58703
	  	Ward	  	North Dakota
				
	Allied Building Products Corp.	  	 220 S 20th Street
 Lincoln, NE 68510
	  	Lancaster	  	Nebraska
				
	Allied Building Products Corp.	  	 1060 N. 33rd Street
 Lincoln, NE 68503
	  	Lancaster	  	Nebraska
				
	Allied Building Products Corp.	  	 30 Columbia Avenue
 Bergenfield, NJ
07621
	  	Bergen	  	New Jersey
				
	Allied Building Products Corp.	  	 11 Cadillac Road
 Burlington, NJ 08016
	  	Burlington	  	New Jersey
				
	Allied Building Products Corp.	  	 15 E. Frederick Place
 Cedar Knolls, NJ
07927
	  	Morris	  	New Jersey
				
	Allied Building Products Corp.	  	 15 Edgeboro Road
 East Brunswick, NJ
08816
	  	Middlesex	  	New Jersey
				
	Allied Building Products Corp.	  	 Block 104, Lot 5.01
 East Rutherford, NJ
07073
	  	Bergen	  	New Jersey
				
	Allied Building Products Corp.	  	 Columbia Avenue
 Bergenfield, NJ 07621
	  	Bergen	  	New Jersey
				
	Allied Building Products Corp.	  	 15 East Union Ave
 East Rutherford, NJ
07073
	  	Bergen	  	New Jersey


  
 Schedule 1.1(e) –
Page 23 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 250 Rt. 17 North (Herb Jordan)
 East Rutherford,
NJ 07073
	  	Bergen	  	New Jersey
				
	Allied Building Products Corp.	  	 250 Rt. 17 North (H&B)
 East Rutherford, NJ
07073
	  	Bergen	  	New Jersey
				
	Allied Building Products Corp.	  	 450 York Street
 Elizabeth, NJ 07201
	  	Union	  	New Jersey
				
	Allied Building Products Corp.	  	 850 Flora Street
 Elizabeth, NJ 07201
	  	Union	  	New Jersey
				
	Allied Building Products Corp.	  	 50 Carbon Place
 Jersey City, NJ 07305
	  	Hudson	  	New Jersey
				
	Allied Building Products Corp.	  	 1905 Swarthmore Avenue
 Lakewood, NJ
08701
	  	Ocean	  	New Jersey
				
	Allied Building Products Corp.	  	 27-33 Franklin Turnpike

Mahwah, NJ 07430
	  	Bergen	  	New Jersey
				
	Allied Building Products Corp.	  	 35 Franklin Turnpike
 Mahwah, NJ 07430
	  	Bergen	  	New Jersey
				
	Allied Building Products Corp.	  	 587 East Bay Ave.
 Manahawkin, NJ 08050
	  	Ocean	  	New Jersey
				
	Allied Building Products Corp.	  	 109 Route US 9 South
 Marmora, NJ 08223
	  	Cape May	  	New Jersey
				
	Allied Building Products Corp.	  	 27 Kentucky Avenue
 Paterson, NJ 07503
	  	Passaic	  	New Jersey
				
	Allied Building Products Corp.	  	 516 and 520 W. Leeds Ave
 Pleasantville, NJ
08232
	  	Atlantic	  	New Jersey
				
	Allied Building Products Corp.	  	 600 Seacaucus Road
 Suite 600-102
 Seacaucus, NJ 07094
	  	Hudson	  	New Jersey
				
	Allied Building Products Corp.	  	 41 Canal Street
 South Bound Brook, NJ
08880
	  	Somerset	  	New Jersey
				
	Allied Building Products Corp.	  	 320 W Water Street
 Toms River, NJ
08753
	  	Ocean	  	New Jersey
				
	Allied Building Products Corp.	  	 595 Union Blvd
 Totowa, NJ 07512
	  	Passaic	  	New Jersey
				
	Allied Building Products Corp.	  	 2065 Highway 34 South
 Wall Township, NJ
07719
	  	Monmouth	  	New Jersey
				
	Allied Building Products Corp.	  	 4390 Polaris Avenue
 Las Vegas, NV
89103
	  	Clark	  	Nevada
				
	Allied Building Products Corp.	  	 4424 South Polaris Ave.
 Las Vegas, NV
89103
	  	Clark	  	Nevada
				
	Allied Building Products Corp.	  	 2300 Vassar Street
 Reno, NV 89502
	  	Washoe	  	Nevada
				
	Allied Building Products Corp.	  	 24 Railroad Avenue
 Albany, NY 12205
	  	Albany	  	New York
				
	Allied Building Products Corp.	  	 239-245 42nd Street

Brooklyn, NY 11232
	  	Kings	  	New York
				
	Allied Building Products Corp.	  	 558 Edwards Ave
 Calverton, NY 11933
	  	Suffolk	  	New York
				
	Allied Building Products Corp.	  	 3381 Genesee St (Land Lease)
 Cheektowaga, NY
14225
	  	Erie	  	New York


  
 Schedule 1.1(e) –
Page 24 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 3381 Genessee Street
 Cheektowaga, NY
14225
	  	Erie	  	New York
				
	Allied Building Products Corp.	  	 3401 Genesee Street
 Cheektowaga, NY
14225
	  	Erie	  	New York
				
	Allied Building Products Corp.	  	 1200 Scottsville Road
 Suite 200

Chili, NY 14624
	  	Monroe	  	New York
				
	Allied Building Products Corp.	  	 1200 Scottsville Road
 Suite 210

Chili, NY 14624
	  	Monroe	  	New York
				
	Allied Building Products Corp.	  	 31-31 123rd Street

Flushing, NY 11354
	  	Queens	  	New York
				
	Allied Building Products Corp.	  	 1 Enterprise Place
 Hicksville, NY
11801
	  	Nassau	  	New York
				
	Allied Building Products Corp.	  	 138-60 Jamaica Avenue

Jamaica, NY 11435
	  	Queens	  	New York
				
	Allied Building Products Corp.	  	 43-35 10th Street

Long Island City, NY 11101
	  	Queens	  	New York
				
	Allied Building Products Corp.	  	 42-02 11th Street, 42-12 11th Street, 42-05 10th Street, 42-35 10th Street
 Long Island City, NY 11101
	  	Queens	  	New York
				
	Allied Building Products Corp.	  	 42-38 11th Street

Long Island City, NY 11101
	  	Queens	  	New York
				
	Allied Building Products Corp.	  	 100 Whitehall St.
 Lynbrook, NY 11563
	  	Nassau	  	New York
				
	Allied Building Products Corp.	  	 120 Whitehall St.
 Lynbrook, NY 11563
	  	Nassau	  	New York
				
	Allied Building Products Corp.	  	 115 Wisner Avenue
 Middletown, NY 10940
	  	Orange	  	New York
				
	Allied Building Products Corp.	  	 85 Denton Avenue
 New Hyde Park, NY
11040
	  	Nassau	  	New York
				
	Allied Building Products Corp.	  	 228-238 East 117th Street

New York, NY 10035
	  	New York	  	New York
				
	Allied Building Products Corp.	  	 7802 Atlantic Avenue
 Ozone Park, NY
11416
	  	Queens	  	New York
				
	Allied Building Products Corp.	  	 1160 Scottsville Road
 Rochester, NY
14624
	  	Monroe	  	New York
				
	Allied Building Products Corp.	  	 2130 5th Avenue
 Ronkonkoma, NY 11779
	  	Suffolk	  	New York
				
	Allied Building Products Corp.	  	 3771 Merrick Road
 Seaford, NY 11783
	  	Nassau	  	New York
				
	Allied Building Products Corp.	  	 244 Arlington Ave.
 Staten Island, NY
10303
	  	Richmond	  	New York
				
	Allied Building Products Corp.	  	 158 Syracuse Street
 Syracuse, NY 13027
	  	Onondaga	  	New York
				
	Allied Building Products Corp.	  	 1735 Riverside Drive
 Cincinnati, OH
45202
	  	Hamilton	  	Ohio


  
 Schedule 1.1(e) –
Page 25 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 12800 Brookpark Road
 Cleveland, OH
44130
	  	Cuyahoga	  	Ohio
				
	Allied Building Products Corp.	  	 1055 Kinnear Road
 Columbus, OH 43212
	  	Franklin	  	Ohio
				
	Allied Building Products Corp.	  	 2234 South Arlington Road
 Coventry, OH
44319
	  	Summit	  	Ohio
				
	Allied Building Products Corp.	  	 4782b Muhlhauser Rd.
 Hamilton, OH
45011
	  	Butler	  	Ohio
				
	Allied Building Products Corp.	  	 2815 Hill Avenue
 Toledo, OH 43607
	  	Lucas	  	Ohio
				
	Allied Building Products Corp.	  	 3285 West 1st Avenue Suite B
 Eugene, OR
97402
	  	Lane	  	Oregon
				
	Allied Building Products Corp.	  	 3630 Crater Lake Ave.
 Medford, OR
97504
	  	Jackson	  	Oregon
				
	Allied Building Products Corp.	  	 11305 NE Marx St.
 P.O. Box 30239

Portland, OR 97220
	  	Multnomah	  	Oregon
				
	Allied Building Products Corp.	  	 1575 Salem Industrial Drive N.E.
 Salem, OR
97301
	  	Marion	  	Oregon
				
	Allied Building Products Corp.	  	 11440 S.W. Tiedeman Road
 Tigard, OR
97223
	  	Washington	  	Oregon
				
	Allied Building Products Corp.	  	 1841 Vultee Street
 Allentown, PA 18103
	  	Lehigh	  	Pennsylvania
				
	Allied Building Products Corp.	  	 310 June Rd, PO BOX 676
 Blandon, PA
19510
	  	Berks	  	Pennsylvania
				
	Allied Building Products Corp.	  	 8 Groce Avenue
 Darby Township, PA
19036
	  	Delaware	  	Pennsylvania
				
	Allied Building Products Corp.	  	 112 Academy Avenue
 Glenolden, PA 19036
	  	Delaware	  	Pennsylvania
				
	Allied Building Products Corp.	  	 520 Grobes Ave. and 110 Academy
 Glenolden, PA
19036
	  	Delaware	  	Pennsylvania
				
	Allied Building Products Corp.	  	 5810 Emilie Road
 Levittown, PA 19057
	  	Bucks	  	Pennsylvania
				
	Allied Building Products Corp.	  	 1990 McKees Rocks Road
 McKees Rocks, PA
15136
	  	Allegheny	  	Pennsylvania
				
	Allied Building Products Corp.	  	 2430 E. Tioga Street
 Philadelphia, PA
19134
	  	Philadelphia	  	Pennsylvania
				
	Allied Building Products Corp.	  	 1901 W Courtland St
 Philadelphia, PA
19140
	  	Philadelphia	  	Pennsylvania
				
	Allied Building Products Corp.	  	 2100 Washington Ave.
 Philadelphia, PA
19146
	  	Philadelphia	  	Pennsylvania
				
	Allied Building Products Corp.	  	 4643-47 Lancaster Ave

Philadelphia, PA 19131
	  	Philadelphia	  	Pennsylvania
				
	Allied Building Products Corp.	  	 100 Main Street
 Tullytown, PA 19007
	  	Bucks	  	Pennsylvania
				
	Allied Building Products Corp.	  	 One Wholesale Way
 Cranston, RI 02920
	  	Providence	  	Rhode Island


  
 Schedule 1.1(e) –
Page 26 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 1331 Jess Street
 Rapid City, SD 57703
	  	Pennington	  	South Dakota
				
	Allied Building Products Corp.	  	 3815 North 4th Ave
 Sioux Falls, SD
57104
	  	Minnehaha	  	South Dakota
				
	Allied Building Products Corp.	  	 1900 E. Division Street
 Arlington, TX
76011
	  	Tarrant	  	Texas
				
	Allied Building Products Corp.	  	 415 E St. Elmo Rd. Suite 1F
 Austin, TX
78745
	  	Travis	  	Texas
				
	Allied Building Products Corp.	  	 1324 E. Industrial
 Fort Worth, TX
76131
	  	Tarrant	  	Texas
				
	Allied Building Products Corp.	  	 10700 Gulf Freeway
 Houston, TX 77034
	  	Harris	  	Texas
				
	Allied Building Products Corp.	  	 14549 I-10 East Frwy.

Houston, TX 77015
	  	Harris	  	Texas
				
	Allied Building Products Corp.	  	 2015 Pasket Lane
 Houston, TX 77092
	  	Harris	  	Texas
				
	Allied Building Products Corp.	  	 3000 Brittmoore Road
 Bldg D, Suite 1

Houston, TX 77043
	  	Harris	  	Texas
				
	Allied Building Products Corp.	  	 6823 Willowbrook Park Drive
 Houston, TX
77066
	  	Harris	  	Texas
				
	Allied Building Products Corp.	  	 2018 Pasket Lane, 2013 Karbach, 2015 Karbach, and 2018 Karbach

Houston, TX 77092
	  	Harris	  	Texas
				
	Allied Building Products Corp.	  	 Unimproved property on the north east corner of Dacoma Street and Pasket Lane

Houston, TX 77092
	  	Harris	  	Texas
				
	Allied Building Products Corp.	  	 3220 Rock Island Road
 Irving, TX 75060
	  	Dallas	  	Texas
				
	Allied Building Products Corp.	  	 1302 Chisholm Trail
 Irving, TX 75062
	  	Dallas	  	Texas
				
	Allied Building Products Corp.	  	 1331 East Plano Parkway, Suite B
 Plano, TX
75074
	  	Collin	  	Texas
				
	Allied Building Products Corp.	  	 1120 S. Blue Mound Road
 Saginaw, TX
76131
	  	Tarrant	  	Texas
				
	Allied Building Products Corp.	  	 9525 Middlex Drive
 San Antonio, TX
78217
	  	Bexar	  	Texas
				
	Allied Building Products Corp.	  	 450 South 850 East, Bldg C, Suite 100& 200

Lehi, UT 84043
	  	Utah	  	Utah
				
	Allied Building Products Corp.	  	 4700 S. Riverside Road
 Murray, UT
84123
	  	Salt Lake	  	Utah
				
	Allied Building Products Corp.	  	 560 South 100 East
 Provo, UT 84606
	  	Utah	  	Utah
				
	Allied Building Products Corp.	  	 3522 South West Temple
 Salt Lake City, UT
84115
	  	Salt Lake	  	Utah


  
 Schedule 1.1(e) –
Page 27 









							
	 Borrower
	  	 Mailing Address
	  	 County
	  	 State

	Allied Building Products Corp.	  	 1800 S. Military Highway
 Chesapeake, VA
23320
	  	Chesapeake City	  	Virginia
				
	Allied Building Products Corp.	  	 21 Lawson Road SE
 Suite A-1
 Leesburg, VA 20175
	  	Loudoun	  	Virginia
				
	Allied Building Products Corp.	  	 9131 Centreville Road
 Manassas, VA
20110
	  	Manassas City	  	Virginia
				
	Allied Building Products Corp.	  	 2701 Bells Road (packages)
 Richmond, VA
23234
	  	Chesterfield	  	Virginia
				
	Allied Building Products Corp.	  	 307A Ewell Road
 Williamsburg, VA 23188
	  	James City	  	Virginia
				
	Allied Building Products Corp.	  	 7100 212th Street S. W.
 Edmonds, WA
98026
	  	Snohomish	  	Washington
				
	Allied Building Products Corp.	  	 1851 Central Place S.
 Kent, WA 98030
	  	King	  	Washington
				
	Allied Building Products Corp.	  	 19130 84th Ave. South
 Kent, WA 98032
	  	King	  	Washington
				
	Allied Building Products Corp.	  	 20315 Broadway Avenue
 Snohomish, WA
98296
	  	Snohomish	  	Washington
				
	Allied Building Products Corp.	  	 2729 E Desmet Avenue
 Spokane, WA 99202
	  	Spokane	  	Washington
				
	Allied Building Products Corp.	  	 2808 E Boone Avenue
 Spokane, WA 99202
	  	Spokane	  	Washington
				
	Allied Building Products Corp.	  	 2015 112th Street S.
 Tacoma, WA 98444
	  	Pierce	  	Washington
				
	Allied Building Products Corp.	  	 14390 NE 200th Street
 Woodinville, WA
98072
	  	King	  	Washington
				
	Allied Building Products Corp.	  	 2520 Davey Street
 Eau Claire, WI 54703
	  	Eau Claire	  	Wisconsin
				
	Allied Building Products Corp.	  	 2918 Agriculture Drive
 Madison, WI
53718
	  	Dane	  	Wisconsin
				
	Allied Building Products Corp.	  	 15905 W. Ryerson Road
 New Berlin, WI
53151
	  	Waukesha	  	Wisconsin
				
	Allied Building Products Corp.	  	 1634 S. 108th Street
 West Allis, WI
53214
	  	Milwaukee	  	Wisconsin


  
 Schedule 1.1(e) –
Page 28 








 SCHEDULE 1.1(f) 

CANADIAN ELIGIBLE INVENTORY LOCATIONS 
  

							
	 Grantor
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Roofing Supply Canada Company	  	 12000 Boul. Louis Loranger,
 Toris-Rivieres,
Quebec
	  	Quebec	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 311 Chemin St-Francois –

Xavier, Delson, Quebec
	  	Quebec	  	Canada
				
	Beacon Roofing Supply Canada Company	  	2375 Watt, Ste-Foy, Quebec	  	Quebec	  	Canada
				
	Beacon Roofing Supply Canada Company	  	13 145 Prince-Arthur, Montreal, Quebec	  	Quebec	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 45 John Savage Ave
 Dartmouth, Nova Scotia B3B
2C9
	  	Nova Scotia	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 8400 Keele Street, Unit #1
  

Concord, Ontario L4K 2A6
	  	Ontario	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 1139 Industrial Road, Unit #2
  

Cambridge, Ontario N3H 4W3
	  	Ontario	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 961 Pond Mills Road
  

London, Ontario N6N 1C3
	  	Ontario	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 2801 Sheffield Road
  

Ottawa, Ontario K1B 3V8
	  	Ontario	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 5720 Timberlea Blvd
  

Suite 206
  

Mississauga, Ontario L4W 4W2
	  	Ontario	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 615 The Kingsway
  

Peterborough, Ontario K9J 7G2
	  	Ontario	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 139 – 219 Street East
  

Saskatoon, SK S7L 6Y6
	  	Saskatchewan	  	Canada


  
 Schedule 1.1(f) –
Page 1 








 SCHEDULE 1.1(f) 

CANADIAN ELIGIBLE INVENTORY LOCATIONS 
  

							
	 Grantor
	  	 Mailing Address
	  	 County
	  	 State

	Beacon Roofing Supply Canada Company	  	 977 McDonald Street
 Regina, SK S4N 2X5
	  	Saskatchewan	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 9610 54 Avenue
 Edmonton, AB T6E 5V1
	  	Alberta	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 2845 107 Avenue SE
 Calgary, AB T2Z 4S8
	  	Alberta	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 3144 Thunderbird Crescent
 Burnaby, BC V5A
3G5
	  	British Columbia	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 #1 – 7688 132 Street
 Surrey, BC V3W
4M9
	  	British Columbia	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 202 South Blair Street
 Whitby, Ontario CA

 
	  	Ontario	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 202 South Blair Street
 Whitby, Ontario CA L1N
8X9
	  	British Columbia	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 314 Totom Court
 Kelowna, BC V1X 1B7
	  	British Columbia	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 225 North Road, Unit A2
 Coquitlam, BC V3K
3V7
	  	Quebec	  	Canada
				
	Beacon Roofing Supply Canada Company	  	 4885 Desserte Nord, Autoroute
 440 west

Suite 100
 Laval, Quebec, Canada

H7P 5P9
	  	Quebec	  	Canada


  
 Schedule 1.1(f) –
Page 2 








 SCHEDULE 1.1(g) 

EXISTING LETTERS OF CREDIT 
  

													
	 Beneficiary
	  	 Issuing Bank
	  	 LOC #
	  	 Issuance Date
	  	 Maturity
	  	Amount	 
	 The Travelers Indemnity Company
	  	Wells Fargo Bank NA	  	IS0011151-166	  	April 6, 2012	  	February 26, 2019	  	$	8,065,000	 
	 AIG (National Union Fire Insurance Co)
	  	Wells Fargo Bank NA	  	SM224804W-232	  	April 5, 2012	  	February 1, 2018	  	$	610,309	 
	 Liberty Mutual Insurance Company
	  	Wells Fargo Bank NA	  	SM218193	  	October 9, 2015	  	February 1, 2018	  	$	43,845	 
	 AIG (National Union Fire Insurance Co. of Pittsburgh, PA)
	  	JPMorgan Chase Bank, N.A.	  	TPTS-266355	  	November 4, 2008	  	November 4, 2018	  	$	436,390	 
	 Liberty Mutual Insurance Company
	  	JPMorgan Chase Bank, N.A.	  	CPCS-842798	  	February 7, 2014	  	January 31, 2018	  	$	1,570,000	 
	 North American Specialty Insurance
	  	Wells Fargo Bank NA	  	IS000025817U	  	January 2, 2018	  	January 2, 2019	  	$	23,910	 


  
 1 








 SCHEDULE 1.1(h) 

US BORROWERS 
  

	1.	Beacon Sales Acquisition, Inc. 


	2.	Allied Building Products LLC 


	3.	Allied Building Products Corp. 


  
 1 








 SCHEDULE 7.3(d) 

POST-CLOSING OBLIGATIONS 
 None. 

  
 1 








 SCHEDULE 8.1 

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION 
  

							
	 Credit Party
	  	 Jurisdiction of
Organization
	  	 Foreign Qualifications
	  	 Chief Executive Office

	Beacon Roofing Supply, Inc.	  	Delaware	  	 Massachusetts
 Virginia
	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170

				
	Beacon Sales Acquisition, Inc.	  	Delaware	  	 Alabama
 Arizona

Arkansas
 California

Colorado
 Connecticut

Florida
 Georgia

Illinois
 Indiana

Iowa
 Kansas

Kentucky
 Louisiana

Maine
 Maryland

Massachusetts
 Michigan

Minnesota
 Mississippi

Missouri
 Montana

Nebraska
 Nevada

New Hampshire
 New Jersey

New Mexico
 New York

North Carolina
 Ohio

Oklahoma
 Pennsylvania

Rhode Island
 South Carolina
	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170



  
 Schedule 8.1 – Page
1 








 SCHEDULE 8.1 

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION 
  

							
	 Credit Party
	  	 Jurisdiction of
Organization
	  	 Foreign Qualifications
	  	 Chief Executive Office

		  		  	 South Dakota
 Tennessee

Texas
 Utah

Vermont
 West Virginia

Wyoming
 Idaho
	  	
				
	Beacon Canada, Inc.	  	Delaware	  	None.	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170

				
	Beacon Roofing Supply Canada Company	  	Nova Scotia, Canada	  	 British Columbia
 Manitoba

New Brunswick
 Newfoundland

Labrador
 Ontario

Prince Edward Island
 Quebec

Saskatchewan
	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170

				
	 Allied Building Products Corp.
	  	 New Jersey
	  	 Alaska

Arizona

California

Colorado

Connecticut

Delaware

District of Columbia

Florida

Georgia

Hawaii

Idaho

Illinois

Indiana

Kansas

Kentucky

Maryland
	  	 505 Huntmar Park Drive,

Suite 300

Herndon, Virginia 20170



  
 Schedule 8.1 – Page
2 








 SCHEDULE 8.1 

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION 
  

							
	 Credit Party
	  	 Jurisdiction of
Organization
	  	 Foreign Qualifications
	  	 Chief Executive Office

		  		  	 Massachusetts

Michigan

Minnesota

Missouri

Montana

Nebraska

Nevada

New Mexico

New York

North Carolina

North Dakota

Ohio

Oregon

Pennsylvania

Rhode Island

South Dakota

Tennessee

Texas

Utah

Virginia

Washington

West Virginia

Wisconsin

Wyoming
	  	
				
	RME Acquisition LLC	  	Delaware	  	Hawaii	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170

				
	PacSource, LLC	  	Delaware	  	 Hawaii
 Washington
	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170



  
 Schedule 8.1 – Page
3 








 SCHEDULE 8.1 

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION 
  

							
	 Credit Party
	  	 Jurisdiction of
Organization
	  	 Foreign Qualifications
	  	 Chief Executive Office

	Tri-Built Materials Group, LLC	  	Delaware	  	 Alabama
 Alaska

Arizona
 Arkansas

California
 Colorado

Connecticut
 Delaware

District Of Columbia
 Florida

Georgia
 Hawaii

Idaho
 Illinois

Indiana
 Iowa

Kansas
 Kentucky

Louisiana
 Maine

Maryland
 Massachusetts

Michigan
 Minnesota

Mississippi
 Missouri

Montana
 Nebraska

Nevada
 New Hampshire

New Jersey
 New Mexico

New York
 North Carolina

North Dakota
 Ohio

Oklahoma
	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170



  
 Schedule 8.1 – Page
4 








 SCHEDULE 8.1 

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION 
  

							
	 Credit Party
	  	 Jurisdiction of
Organization
	  	 Foreign Qualifications
	  	 Chief Executive Office

		  		  	 Oregon
 Pennsylvania

Rhode Island
 South Carolina

South Dakota
 Tennessee

Texas
 Utah

Vermont
 Virginia

Washington
 West Virginia

Wisconsin
 Wyoming
	  	
				
	Kapalama Kilgos Acquisition Corp.	  	Delaware	  	Hawaii	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170

				
	A. L. Kilgo Company, Inc.	  	Hawaii	  	None.	  	 505 Huntmar Park Drive,
 Suite 300

Herndon, Virginia 20170

				
	Allied Building Products LLC	  	Delaware	  	 Alaska
 Arizona

California
 Colorado

Connecticut
 Delaware

District of Columbia
 Florida

Georgia
 Hawaii

Idaho
 Illinois

Indiana
 Kansas

Kentucky
 Maryland
	  	 505 Huntmar Park Drive, Suite 300
 Herndon,
Virginia 20170



  
 Schedule 8.1 – Page
5 








 SCHEDULE 8.1 

JURISDICTIONS OF ORGANIZATION AND QUALIFICATION 
  

							
	 Credit Party
	  	 Jurisdiction of
Organization
	  	 Foreign Qualifications
	  	 Chief Executive Office

		  		  	 Massachusetts

Michigan

Minnesota

Missouri

Montana

Nebraska

Nevada

New Mexico

New York

North Carolina

North Dakota

Ohio

Oregon

Pennsylvania

Rhode Island

South Dakota

Tennessee

Texas

Utah

Virginia

Washington

West Virginia

Wisconsin

Wyoming
	  	


  
 Schedule 8.1 – Page
6 








 SCHEDULE 8.2 

SUBSIDIARIES AND CAPITALIZATION 
  

									
	 Name of Subsidiary
	  	 Grantor Holding stock,
partnership interests,
limited
liability company
membership interests or
other equity interests of
such Subsidiary
	  	 Class and Series
	  	 Percentage of Ownership
Interests of such
Class and
Series
	  	 Certificate Number, if
applicable

	 1. Beacon Sales Acquisition, Inc.
	  	Beacon Roofing Supply, Inc.	  	Common	  	100%	  	No. 2
					
	 2. Beacon Canada, Inc.
	  	Beacon Sales Acquisition, Inc.	  	Common	  	100%	  	No.1/No.2
					
	 3. Beacon Roofing Supply Canada Company
	  	Beacon Canada, Inc.	  	Common	  	100%	  	No.2/No.3
					
	 4. Allied Building Products Corp.
	  	Beacon Sales Acquisition, Inc.	  	 Class A Common (497 shares)
  

Class B Common (4,095 shares)
  

Preferred (3,465 shares)
	  	100%	  	N/A
					
	 5. RME Acquisition LLC
	  	Allied Building Products Corp.	  	N/A	  	100%	  	N/A
					
	 6. PacSource, LLC
	  	Allied Building Products Corp.	  	N/A	  	100%	  	N/A
					
	 7. Tri-Built Materials Group, LLC
	  	Allied Building Products Corp.	  	N/A	  	100%	  	N/A
					
	 8. Kapalama Kilgos Acquisition Corp.
	  	Beacon Sales Acquisition, Inc.	  	Common	  	100%	  	No. 1
					
	 9. A. L. Kilgo Company, Inc.
	  	Kapalama Kilgos Acquisition Corp.	  	Common	  	100%	  	No. 5
					
	 10. Allied Building Products LLC
	  	Beacon Sales Acquisition, Inc.	  	N/A	  	100%	  	N/A


  
 Schedule 8.2 – Page
1 








 SCHEDULE 8.6 

AUDIT MATTERS 
  

					
	 Legal Entity
	  	 Auditing Entity
	  	 Audit Type

	AB California Acquisition Corp.	  	 Orange County
 (California)
	  	Sales Tax
			
	Allied Building Products Corp.	  	 City of Los Angeles (Business Tax)

(California)
	  	Sales Tax
			
	Gypsum	  	Denver, Colorado	  	Sales Tax
			
	Allied Building Products Corp.	  	Denver, Colorado	  	Sales Tax
			
	Allied Building Products Corp.	  	State of Florida	  	Sales Tax
			
	Las Vegas Roofing Supply, LLC	  	Idaho State Tax Commission	  	Sales & Use Tax
			
	Las Vegas Roofing Supply, LLC dba Roofing Supply Group—Idaho	  	Idaho State Tax Commission	  	Sales & Use Tax
			
	Roofing Supply of Utah, LLC	  	Idaho State Tax Commission	  	Sales & Use Tax
			
	Roofing Supply of Utah, LLC dba Roofing Supply Group Utah Ogden	  	Idaho State Tax Commission	  	Sales & Use Tax
			
	Roofing Supply Group—Washington, LLC dba Intermountain Supply Inc.	  	Idaho State Tax Commission	  	Sales & Use Tax
			
	Roofing Supply of Arizona, LLC	  	California BOE	  	Sales & Use Tax
			
	Roofing Supply of Arizona—Tucson, LLC	  	California BOE	  	Sales & Use Tax
			
	Roofing Supply Group Bay Area, LLC	  	California BOE	  	Sales & Use Tax
			
	Roofing Supply of Fresno, LLC	  	California BOE	  	Sales & Use Tax
			
	Roofing Supply Group, LLC	  	California BOE	  	Sales & Use Tax
			
	Roofing Supply Group—Southern California, LLC	  	California BOE	  	Sales & Use Tax
			
	Roofing Supply Group – San Diego, LLC	  	California BOE	  	Sales & Use Tax
			
	Roofing Supply, LLC	  	California BOE	  	Sales & Use Tax
			
	Las Vegas Roofing Supply, LLC	  	California BOE	  	Sales & Use Tax


  
 Schedule 8.6 – Page
1 








 SCHEDULE 8.6 

AUDIT MATTERS 
  

					
	 Legal Entity
	  	 Auditing Entity
	  	 Audit Type

	 Roofing Supply Group Utah LLC
	  	 California BOE
	  	Sales & Use Tax
			
	Austin Roofer’s Supply, LLC	  	California BOE	  	Sales & Use Tax
			
	Beacon Sales Acquisition, Inc.	  	California BOE	  	Sales & Use Tax
			
	Dallas—Fort Worth Roofing Supply, LLC	  	Texas Department of Revenue	  	Sales & Use Tax
			
	Austin Roofer’s Supply, LLC	  	Texas Department of Revenue	  	Sales & Use Tax
			
	Fort Worth Roofing Supply, LLC	  	Texas Department of Revenue	  	Sales & Use Tax
			
	Roofing Supply LLC	  	Texas Department of Revenue	  	Sales & Use Tax
			
	Beacon Sales Acquisition, Inc. dba West End Roofing	  	Texas Department of Revenue	  	Sales & Use Tax
			
	Beacon Sales Acquisition, Inc. dba Roof Depot	  	Missouri	  	Sales & Use Tax and Withholding Tax
			
	Beacon Sales Acquisition, Inc.	  	New Jersey	  	Sales & Use and Income Tax
			
	Beacon Sales Acquisition, Inc.	  	South Dakota	  	Sales & Use Tax
			
	Beacon Sales Acquisition, Inc. dba The Roof Center & Best Distribution	  	Virginia	  	Sales & Use Tax


  
 Schedule 8.6 – Page
2 








 SCHEDULE 8.9 

ERISA MATTERS 
 Beacon Sales Acquisition,
Inc. contributes to the following Multiemployer Plans: 
  

	 	1.	Suburban Teamsters of Northern Illinois Pension Fund. 

  

	 	2.	International Union of Operating Engineers Central Pension Fund. 

  

	 	3.	New England Teamsters and Trucking Industry Pension Fund. 

 Allied Building Products Corp. contributes to the
Multiemployer Plans referenced in the collective bargaining agreements set forth below: 
  

	 	1.	Agreement, dated February 1, 2015, between Allied Building Products Corp. (East Rutherford, Jersey City, Elizabeth and Bergenfield, NJ) and Local No. 11, affiliated with International Brotherhood of Teamsters.


  

	 	2.	Agreement, dated December 1, 2016, between United Builders Supply Company, a division of Allied Building Products Corp. (Framingham, MA) and International Union of Operating Engineers Local 4 and its Branches.


  

	 	3.	Collective Bargaining Agreement, dated December 1, 2016, between Allied Building Products Corp. (Grand Rapids, MI) and General Teamsters Local Union No. 406. 


 

	 	4.	Labor Agreement, dated February 1, 2015, between Tri-State Wholesale, a division of Allied Building Products Corp. (Hickory Hills, West Chicago and Wauconda, IL), and
Building Material, Lumber, Box, Shaving, Roofing and Insulating Chauffeurs, Teamsters, Warehousemen and Helpers, and Regulated Industry Employees, Watchmen, and Security Guards, Recycled and Recyclable Building Materials and Green Building Products,
Chicago and Vicinity, Illinois; as well as Notions, Candies, Cigar, Tobacco and Cigarette Salesmen, Drivers, Helpers, and Inside Workers and Vending Machine Drivers, Servicemen and Inside Workers, Chicago, Illinois Union Local No. 786.


  

	 	5.	Agreement, dated May 1, 2015, between Allied Building Products Corp. (Levittown, PA (Ivan Supply)) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local No. 107. 


 

	 	6.	Agreement, dated February 1, 2015, between Allied Building Products Corp. (Levittown, PA) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local No. 107. 


 

	 	7.	Supplemental Agreement, dated January 21, 2015, between Allied Building Products Corp. (Flushing, Brooklyn, Seaford and Lynbrook, NY) and Local No. 11, affiliated with International Brotherhood of Teamsters.


  

	 	8.	Agreement, dated July 26, 2016, between Allied Building Products Corp. (Manassas, VA) and Laborers’ Local Union 572, and Memorandum of Understanding, dated August 5, 2016. 


 

	 	9.	Regional Master Agreement, dated December 15, 2014, between Allied Building Products Corp. and Teamsters Local Union No. 11, affiliated with the International Brotherhood of Teamsters. 


 

	 	10.	Agreement, effective January 1, 2017, between Allied Building Products Corp. (Merillville, IN) and Teamsters Local Union No. 142, an affiliate of the International Brotherhood of Teamsters. 


 

	 	11.	Supplemental Agreement, dated January 21, 2015, between Allied Building Products Corp. (Mineola, Hicksville, Jamaica, Ozone Park, Ronkonkoma, Long Island City and Riverhead, NY) and Local No. 11, affiliated
with the International Brotherhood of Teamsters. 


  
 Schedule 8.9 – Page
1 









	 	12.	Collective Agreement, dated May 4, 2015, between Allied Building Products Corp. (New Haven, CT) and International Union of Operating Engineers Local 478. 


 

	 	13.	Agreement, dated April 1, 2016, between Allied Building Products Corp. (as successor-in-interest to Norge Building Supply) (Totowa,
NJ) and Teamsters Local Union No. 560. 

  

	 	14.	Agreement, dated February 1, 2014, between Allied Building Products Corp. (Philadelphia, PA – Tioga Street, Horsham and Glenolden PA) and Teamsters Local 107 


 

	 	15.	Agreement, effective January 1, 2017, between Allied Building Products Corp. (Richmond, VA) and Teamsters Local Union No. 592. 


 

	 	16.	Agreement, dated July 26, 2016, between Allied Building Products Corp. (Rockville, MD) and Laborers’ Local Union 572, Liuna. 


 

	 	17.	Agreement, dated January 1, 2015, between Allied Building Products Corp. (South Boundbrook, NJ) and Local No. 11, affiliated with International Brotherhood of Teamsters. 


 

	 	18.	Agreement, effective February 1, 2013, between Allied Building Products Corp. (Staten Island, NY) and Local 522, Lumber Drivers, Warehousemen and Handlers of New Jersey and the Greater Metropolitan Area, affiliated
with the International Brotherhood of Teamsters. 

  

	 	19.	Agreement, dated January 29, 2016, between Allied Building Products Corp. (Toledo, OH) and Local Union No. 20, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America.


  

	 	20.	Supplemental Agreement, dated January 1, 2015, between Allied Building Products Corp. (Toms River, Wall, Burlington and Pleasantville, NJ) and Local No. 11, affiliated with the International Brotherhood of
Teamsters. 

  

	 	21.	Agreement, dated September 1, 2016, between Allied Building Products Corp. (Tullytown, PA) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local No. 107, affiliated with the International
Brotherhood of Teamsters. 

  

	 	22.	Agreement, dated December 16, 2013, between Allied Building Products Corp. (Annapolis, MD) and Laborers’ Local Union 572, Liuna. 


 

	 	23.	Agreement, dated December 16, 2013, between Allied Building Products Corp. (Baltimore & Woodlawn, MD) and Laborers’ Local Union 572, Liuna. 


 

	 	24.	Agreement, dated February 1, 2015, between Allied Building Products Corp. (Arlington Heights, IL) and Building Material, Lumber, Box, Shaving, Roofing and Insulating Chauffeurs, Teamsters, Warehousemen and Helpers,
and Related Industry Employees, Watchmen, and Security Guards, Recycled and Recyclable Building Materials and Green Building Products, Chicago and Vicinty, Illinois; as well as Notions, Candies, Cigar, Tobacco and Cigarette Salesmen, Drivers,
Helpers, and Inside Workers and Vending Machine Drivers, Servicemen and Inside Workers, Chicago, Illinois Union Local No. 786. 

  

	 	25.	Agreement, dated March 18, 2015, between Allied Building Products Corp. (Blandon and Allentown, PA) and Local No. 11, affiliated with the International Brotherhood of Teamsters. 


 

	 	26.	Agreement, effective January 1, 2017, between Allied Building Products Corp. (as successor-in-interest to Arzee Supply Corp.) (Cedar
Knolls, Elizabeth, Mahwah and Middletown, NJ) and the Teamsters Chauffeurs Warehousemen and Helpers, Local 560, affiliated with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America. 


  
 Schedule 8.9 – Page
2 









	 	27.	Labor Agreement, dated June 1, 2016, between Allied Building Products Corp. (Chicago, IL) and Building Material, Lumber, Box, Shaving, Roofing and Insulating Chauffeurs, Teamsters, Warehousemen and Helpers, and
Related Industry Employees, Watchmen, and Security Guards, Recycled and Recyclable Building Materials and Green Building Products, Chicago and Vicinty, Illinois; as well as Notions, Candies, Cigar, Tobacco and Cigarette Salesmen, Drivers, Helpers,
and Inside Workers and Vending Machine Drivers, Servicemen and Inside Workers, Chicago, Illinois Union Local No. 786. 

  

	 	28.	Agreement, effective February 1, 2015, between Allied Building Products Corp. (Cincinnati, OH) and Truck Drivers, Chauffeurs and Helpers, Public Employees, Construction Division, Airlines – Greater Cincinnati,
Ohio Local Union No. 100, an affiliate of the International Brotherhood of Teamsters. 

  

	 	29.	Collective Bargaining Agreement, dated April 1, 2017, between Allied Building Products Corp. (Fraser, MI) and Teamsters Local Union No. 247. 


 

	 	30.	Agreement, dated December 1, 2016, between Allied Building Products Corp. (as successor-in-interest to Arzee Mid-State Supply Corporation) (East Brunswick, NJ) and Teamster Union Local No. 560. 

  

	 	31.	Agreement, dated December 1, 2016, between Allied Building Products Corp. (as successor-in-interest to Arzee Mid-State Supply Corporation) (Lakewood, NJ) and Teamster Union Local No. 560. 

  

	 	32.	Agreement, dated February 1, 2017, between Allied Building Products Corp. (Philadelphia, PA – Tioga St., Horsham and Glenolden, PA) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local
No. 107, affiliated with the International Brotherhood of Teamsters. 


  
 Schedule 8.9 – Page
3 








 SCHEDULE 8.12 

LABOR AND COLLECTIVE BARGAINING AGREEMENTS 

Beacon Sales Acquisition, Inc. is a party to the following collective bargaining agreements: 

 

	 	1.	Elgin, IL – General Chauffeurs, Salesdrivers, and Helpers Local Union No. 330 an affiliate of the International Brotherhood of Teamsters. 


 

	 	2.	North Wales, PA, Yeadon PA, Eddystone PA, and Pennsauken, NJ – Local 542, International Union of Operating Engineers. 

  

	 	3.	Somerville, MA – Local 25, International Brotherhood of Teamsters. 

  

	 	4.	New Castle, PA – Teamsters Local Union No. 261. 

 Allied Building Products Corp. is a party to the
following collective bargaining agreements: 
  

	 	1.	Agreement, dated February 1, 2015, between Allied Building Products Corp. (East Rutherford, Jersey City, Elizabeth and Bergenfield, NJ) and Local No. 11, affiliated with International Brotherhood of Teamsters.


  

	 	2.	Agreement, dated December 1, 2016, between United Builders Supply Company, a division of Allied Building Products Corp. (Framingham, MA) and International Union of Operating Engineers Local 4 and its Branches.


  

	 	3.	Collective Bargaining Agreement, dated December 1, 2016, between Allied Building Products Corp. (Grand Rapids, MI) and General Teamsters Local Union No. 406. 


 

	 	4.	Labor Agreement, dated February 1, 2015, between Tri-State Wholesale, a division of Allied Building Products Corp. (Hickory Hills, West Chicago and Wauconda, IL), and
Building Material, Lumber, Box, Shaving, Roofing and Insulating Chauffeurs, Teamsters, Warehousemen and Helpers, and Regulated Industry Employees, Watchmen, and Security Guards, Recycled and Recyclable Building Materials and Green Building Products,
Chicago and Vicinity, Illinois; as well as Notions, Candies, Cigar, Tobacco and Cigarette Salesmen, Drivers, Helpers, and Inside Workers and Vending Machine Drivers, Servicemen and Inside Workers, Chicago, Illinois Union Local No. 786.


  

	 	5.	Agreement, dated May 1, 2015, between Allied Building Products Corp. (Levittown, PA (Ivan Supply)) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local No. 107. 


 

	 	6.	Agreement, dated February 1, 2015, between Allied Building Products Corp. (Levittown, PA) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local No. 107. 


 

	 	7.	Supplemental Agreement, dated January 21, 2015, between Allied Building Products Corp. (Flushing, Brooklyn, Seaford and Lynbrook, NY) and Local No. 11, affiliated with International Brotherhood of Teamsters.


  

	 	8.	Agreement, dated July 26, 2016, between Allied Building Products Corp. (Manassas, VA) and Laborers’ Local Union 572, and Memorandum of Understanding, dated August 5, 2016. 


 

	 	9.	Regional Master Agreement, dated December 15, 2014, between Allied Building Products Corp. and Teamsters Local Union No. 11, affiliated with the International Brotherhood of Teamsters. 


  
 Schedule 8.12 – Page
1 









	 	10.	Agreement, effective January 1, 2017, between Allied Building Products Corp. (Merillville, IN) and Teamsters Local Union No. 142, an affiliate of the International Brotherhood of Teamsters. 


 

	 	11.	Supplemental Agreement, dated January 21, 2015, between Allied Building Products Corp. (Mineola, Hicksville, Jamaica, Ozone Park, Ronkonkoma, Long Island City and Riverhead, NY) and Local No. 11, affiliated
with the International Brotherhood of Teamsters. 

  

	 	12.	Collective Agreement, dated May 4, 2015, between Allied Building Products Corp. (New Haven, CT) and International Union of Operating Engineers Local 478. 


 

	 	13.	Agreement, dated April 1, 2016, between Allied Building Products Corp. (as successor-in-interest to Norge Building Supply) (Totowa,
NJ) and Teamsters Local Union No. 560. 

  

	 	14.	Agreement, dated February 1, 2014, between Allied Building Products Corp. (Philadelphia, PA – Tioga Street, Horsham and Glenolden PA) and Teamsters Local 107 


 

	 	15.	Agreement, effective January 1, 2017, between Allied Building Products Corp. (Richmond, VA) and Teamsters Local Union No. 592. 


 

	 	16.	Agreement, dated July 26, 2016, between Allied Building Products Corp. (Rockville, MD) and Laborers’ Local Union 572, Liuna. 


 

	 	17.	Agreement, dated January 1, 2015, between Allied Building Products Corp. (South Boundbrook, NJ) and Local No. 11, affiliated with International Brotherhood of Teamsters. 


 

	 	18.	Agreement, effective February 1, 2013, between Allied Building Products Corp. (Staten Island, NY) and Local 522, Lumber Drivers, Warehousemen and Handlers of New Jersey and the Greater Metropolitan Area, affiliated
with the International Brotherhood of Teamsters. 

  

	 	19.	Agreement, dated January 29, 2016, between Allied Building Products Corp. (Toledo, OH) and Local Union No. 20, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America.


  

	 	20.	Supplemental Agreement, dated January 1, 2015, between Allied Building Products Corp. (Toms River, Wall, Burlington and Pleasantville, NJ) and Local No. 11, affiliated with the International Brotherhood of
Teamsters. 

  

	 	21.	Agreement, dated September 1, 2016, between Allied Building Products Corp. (Tullytown, PA) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local No. 107, affiliated with the International
Brotherhood of Teamsters. 

  

	 	22.	Agreement, dated December 16, 2013, between Allied Building Products Corp. (Annapolis, MD) and Laborers’ Local Union 572, Liuna. 


 

	 	23.	Agreement, dated December 16, 2013, between Allied Building Products Corp. (Baltimore & Woodlawn, MD) and Laborers’ Local Union 572, Liuna. 


 

	 	24.	Agreement, dated February 1, 2015, between Allied Building Products Corp. (Arlington Heights, IL) and Building Material, Lumber, Box, Shaving, Roofing and Insulating Chauffeurs, Teamsters, Warehousemen and Helpers,
and Related Industry Employees, Watchmen, and Security Guards, Recycled and Recyclable Building Materials and Green Building Products, Chicago and Vicinty, Illinois; as well as Notions, Candies, Cigar, Tobacco and Cigarette Salesmen, Drivers,
Helpers, and Inside Workers and Vending Machine Drivers, Servicemen and Inside Workers, Chicago, Illinois Union Local No. 786. 


  
 Schedule 8.12 – Page
2 









	 	25.	Agreement, dated March 18, 2015, between Allied Building Products Corp. (Blandon and Allentown, PA) and Local No. 11, affiliated with the International Brotherhood of Teamsters. 


 

	 	26.	Agreement, effective January 1, 2017, between Allied Building Products Corp. (as successor-in-interest to Arzee Supply Corp.) (Cedar
Knolls, Elizabeth, Mahwah and Middletown, NJ) and the Teamsters Chauffeurs Warehousemen and Helpers, Local 560, affiliated with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America. 


 

	 	27.	Labor Agreement, dated June 1, 2016, between Allied Building Products Corp. (Chicago, IL) and Building Material, Lumber, Box, Shaving, Roofing and Insulating Chauffeurs, Teamsters, Warehousemen and Helpers, and
Related Industry Employees, Watchmen, and Security Guards, Recycled and Recyclable Building Materials and Green Building Products, Chicago and Vicinty, Illinois; as well as Notions, Candies, Cigar, Tobacco and Cigarette Salesmen, Drivers, Helpers,
and Inside Workers and Vending Machine Drivers, Servicemen and Inside Workers, Chicago, Illinois Union Local No. 786. 

  

	 	28.	Agreement, effective February 1, 2015, between Allied Building Products Corp. (Cincinnati, OH) and Truck Drivers, Chauffeurs and Helpers, Public Employees, Construction Division, Airlines – Greater Cincinnati,
Ohio Local Union No. 100, an affiliate of the International Brotherhood of Teamsters. 

  

	 	29.	Collective Bargaining Agreement, dated April 1, 2017, between Allied Building Products Corp. (Fraser, MI) and Teamsters Local Union No. 247. 


 

	 	30.	Agreement, dated December 1, 2016, between Allied Building Products Corp. (as successor-in-interest to Arzee Mid-State Supply Corporation) (East Brunswick, NJ) and Teamster Union Local No. 560. 

  

	 	31.	Agreement, dated December 1, 2016, between Allied Building Products Corp. (as successor-in-interest to Arzee Mid-State Supply Corporation) (Lakewood, NJ) and Teamster Union Local No. 560. 

  

	 	32.	Agreement, dated February 1, 2017, between Allied Building Products Corp. (Philadelphia, PA – Tioga St., Horsham and Glenolden, PA) and General Teamsters, Chauffeurs, Warehousemen and Helpers Local
No. 107, affiliated with the International Brotherhood of Teamsters. 


  
 Schedule 8.12 – Page
3 








 SCHEDULE 8.17 

REAL PROPERTY 
  

					
	 Credit Party
	  	 Mailing Address
	  	 County

	 Beacon Sales Acquisition, Inc.
	  	 730 Wellington Avenue
 Cranston, RI
02910
	  	Providence
			
	 Beacon Sales Acquisition, Inc.
	  	 251 Locust Street
 Hartford, CT
06114
	  	Hartford
			
	 Beacon Sales Acquisition, Inc.
	  	 10024 South Willow St.
 Manchester, NH
03013
	  	Hillsborough
			
	 Beacon Sales Acquisition, Inc.
	  	 737 Flory Mill Rd.
 Lancaster, PA
17601
	  	Lancaster
			
	 Beacon Sales Acquisition, Inc.
	  	 530 Morgantown Rd.
 Reading, PA
19611
	  	Berks
			
	 Beacon Sales Acquisition, Inc.
	  	 7891 Notes Drive
 Manassas, VA 20109
	  	Prince William County
			
	 Beacon Sales Acquisition, Inc.
	  	 505 Marvel Road
 Salisbury, MD 21801
	  	Wicomico
			
	 Beacon Sales Acquisition, Inc.
	  	 500 Dover Road
 Easton, MD 21601
	  	Talbot
			
	 Beacon Roofing Supply Canada Company
	  	 3555, 36 ieme Avenue
 Montreal, Quebec H1A
3K1
	  	Quebec
			
	 Beacon Roofing Supply Canada Company
	  	12000 Boul. Louis Loranger, Toris-Rivieres, Quebec	  	Quebec
			
	 Beacon Roofing Supply Canada Company
	  	311 Chemin St-Francois – Xavier, Delson, Quebec	  	Quebec
			
	 Beacon Roofing Supply Canada Company
	  	2375 Watt, Ste-Foy, Quebec	  	Quebec
			
	 Beacon Roofing Supply Canada Company
	  	13 145 Prince-Arthur, Montreal, Quebec	  	Quebec
			
	 Allied Building Products Corp.
	  	 3240 Mirror Avenue
 Pueblo, CO 81004
	  	Pueblo
			
	 Allied Building Products Corp.
	  	 73-4278 Hulikoa Drive

Kailua-Kona, HI 96740
	  	Hawaii
			
	 Allied Building Products Corporation
	  	 438 South Devils Glen Rd
 Bettendorf, IA
52722
	  	Scott
			
	 Allied Building Products Corp.
	  	 1978 Moreland Parkway
 Annapolis, MD
21401
	  	Anne Arundel
			
	 Allied Building Products Corp.
	  	 32800 Groesbeck Hwy
 Fraser, MI
48026
	  	Macomb
			
	 Allied Building Products Corp.15
	  	 30 Columbia Avenue
 Bergenfield, NJ
07621
	  	Bergen
			
	 Allied Building Products Corp.
	  	 2815 Hill Avenue
 Toledo, OH 43607
	  	Lucas
			
	 Allied Building Products Corp.
	  	 11305 NE Marx St
 PO Box 30239

Portland, OR 97220
	  	Multnomah
			
	 Allied Building Products Corp.
	  	 2701 Bells Road
 Richmond, VA 23234
	  	Chesterfield

  

	15 	Bergenfield Acquisition Corp. merged into Allied Building Products Corp. on December 19, 2006. 


  
 Schedule 8.17 – Page
1 








 Locations set forth on Schedules 2(c), 2(d), 2(e) and 2(f) of the perfection certificate delivered to the
Administrative Agent on the Closing Date. 

  
 Schedule 8.17 – Page
2 








 SCHEDULE 8.24 

MATERIAL CONTRACTS 
 None. 

  
 1 








 SCHEDULE 9.2 

FINANCIAL AND COLLATERAL REPORTS 

Deliver to Administrative Agent (and if so requested by Administrative Agent, with copies for each Lender) each of the financial statements,
reports, or other items set forth below at the following times in form satisfactory to Administrative Agent: 
  

					
	1.	  	If and when filed by any Credit Party or Restricted Subsidiary:	  	 (a) Form 10-Q quarterly reports, Form 10-K annual reports,
and Form 8-K current reports, and
  
 (b) any
other filings made by any such Person with the SEC.

			
	2.	  	(a) Twenty (20) days after the end of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Day) and (b) at any time that Adjusted Excess Availability is less than the greater of
(i) fifteen percent (15.0%) of the Loan Cap and (ii) $135,000,000 for any five (5) consecutive Business Days or an Event of Default exists or has occurred and is continuing, at the election of Administrative Agent, then on Wednesday of
each week (or, if such day is not a Business Day, on the next succeeding Business Day):	  	 (a) A Borrowing Base Certificate showing the Borrowing Base as of the close of business as of the last day of the immediately preceding
fiscal month or, in the case of any weekly Borrowing Base Certificate, as of the close of business on the immediately preceding Friday, each such Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of Borrower
Representative (and in the event of delivery of weekly Borrowing Base Certificates, such delivery shall continue for not less than four (4) weeks),
  

(b) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, in a format
reasonably acceptable to Administrative Agent, tied to the beginning and ending account receivable balances of Borrowers’ general ledger,
  

(c) notice of all claims, offsets, or disputes in excess of $100,000 asserted by Account Debtors with respect to any Account of a Borrower (to the extent such
Account is an Eligible Account);
  
 (d) Inventory system/perpetual reports specifying
the cost and the wholesale market value of Borrowers’ Inventory, by category, with additional detail showing additions to and deletions therefrom (delivered electronically in an acceptable format, if Borrowers have implemented electronic
reporting),
  
 (e) a detailed aging, by total, of Borrowers’ Accounts, together
with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting),

 
 (f) a detailed calculation of those Accounts that are not eligible for the Borrowing
Base, if Borrowers have not implemented electronic reporting,



  
 Schedule 9.2 – Page
1 









					
		  		  	  
 (g) a detailed Inventory system/perpetual report together with a
reconciliation to Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting),
  

(h) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting,

 
 (i) a detailed aging, by vendor, of Borrowers’ accounts payable and any book
overdraft (delivered electronically in an reasonably acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks.

			
	3.	  	Quarterly (no later than the thirtieth (30th) day after each quarter end):	  	 (a) Reports with respect to taxes as follows:
  

Beacon:
  

(i) Real and Personal Property: listing of taxes pursuant to a property real estate tax schedule indicating jurisdiction (vendor), description, and tax
paid/estimate.
  
 (ii) Sales: sales and use tax liability worksheet setting forth
period, state, frequency form and amount due, together with confirmation from third party vendor payments made.
  

Beacon Canada – HST and CRA statements provided by Canadian taxing authorities, if any.

 
 (b) A reconciliation of Accounts, trade accounts payable, and Inventory of
Borrowers’ general ledger accounts to their quarterly financial statements including any book reserves related to each category (provided, that at any time monthly financial statements are required to be delivered under the terms of the Credit
Agreement, such reconciliation shall be delivered on a monthly basis with such financial statements and reconciled to their monthly financial statements).

			
	4.	  	Annually (no later than the thirtieth (30th) day after each year end):	  	A detailed list of Borrowers’ customers, with address and contact information.


  
 Schedule 9.2 – Page
2 









					
	5.	  	Upon the request of Administrative Agent:	  	 (a) copies of purchase orders and invoices, together with corresponding shipping and delivery documents, and credit memos together with
corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Administrative Agent, from time to time,

 
 (b) copies of invoices together with corresponding shipping and delivery documents, and
credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount to be determined by Administrative Agent in its Permitted Discretion, from time to time, and

 
 (c) such other reports as to the Collateral or the financial condition of Holdings and
its Subsidiaries, as Administrative Agent may reasonably request.

			
	6.	  	Contemporaneously with the delivery of each Compliance Certificate:	  	Copies of (a) each Material Contract entered into since the delivery of the previous Compliance Certificate, and (b) each material amendment or modification of any Material Contract entered into since the delivery of the
previous Compliance Certificate.


  
 Schedule 9.2 – Page
3 








 SCHEDULE 9.14(a) 

DEPOSIT ACCOUNT AND CASH MANAGEMENT BANKS 
  

							
	 Credit Party (Account Holder)
	  	 Type of Account
	  	 Financial Institution
	 	 Account Number

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##### #######

				
	Beacon Sales Acquisition, Inc.	  	Disbursement Account	  	 [***]
	 	 ##### #######

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #### ####-###

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 # ### #### ####

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Disbursement Account	  	 [***]
	 	 ##########

				
	Beacon Roofing Supply	  	Disbursement Account	  	 [***]
	 	 #############

				
	Beacon Sales Acquisition, Inc.	  	Collection Account	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Depository CAD	  	 [***]
	 	 ##### #######

				
	Beacon Sales Acquisition, Inc.	  	Disbursement	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Depository	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Depository	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Disbursement	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Depository	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Disbursement	  	 [***]
	 	 ##########

				
	Beacon Sales Acquisition, Inc.	  	Depository—Billtrust	  	 [***]
	 	 ##########

				
	Beacon Roofing Supply Canada Company	  	Collection Account	  	 [***]
	 	 #######

				
	Beacon Roofing Supply Canada Company	  	Depository	  	 [***]
	 	 #######

				
	Allied Building Products Corp.	  	Payable—AP Disbursements	  	 [***]
	 	 ##########

				
	Allied Building Products Corp.	  	Payable—Concur	  	 [***]
	 	 ##########

				
	PacSource, LLC	  	Deposit	  	 [***]
	 	 ##########

				
	Allied Building Products Corp.	  	Deposit	  	 [***]
	 	 ##########

				
	Allied Building Products Corp.	  	Deposit	  	 [***]
	 	 ##########



  
 Schedule 9.14(a) –
Page 1 









							
	 Credit Party (Account Holder)
	  	 Type of Account
	  	 Financial Institution
	  	 Account Number

				
	Allied Building Products Corp.	  	Deposit	  	[***]	  	#########
				
	Allied Building Products Corp.	  	Deposit	  	[***]	  	#########
				
	Allied Building Products Corp.	  	Deposit	  	[***]	  	 ##########

				
	Allied Building Products Corp.	  	Deposit	  	[***]	  	 ##########

				
	Allied Building Products Corp.	  	Deposit	  	[***]	  	##########
				
	Allied Building Products Corp.	  	Deposit	  	[***]	  	####-######
				
	Allied Building Products Corp.	  	Credit Card – Deposit	  	[***]	  	##########
				
	Allied Building Products Corp.	  	Credit Card – Deposit	  	[***]	  	##########
				
	Allied Building Products Corp.	  	Credit Card – Deposit	  	[***]	  	##########
				
	Allied Building Products Corp.	  	Credit Card – Deposit	  	[***]	  	##########
				
	Allied Building Products Corp.	  	Deposit	  	[***]	  	##########


  
 Schedule 9.14(a) –
Page 2 








 Lockboxes 
  


							
	 Credit Party

(Account

Holder)
	  	 Financial Institution
	  	 Lockbox Number
	  	 Corresponding Account

				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 #####
	  	Swept daily into account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 ######
	  	Swept daily into account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 ######
	  	Swept daily into account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 ######
	  	Swept daily into account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 ######
	  	Swept daily into account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Beacon Sales Acquisition, Inc.	  	[***]	  	 ######
	  	Swept daily into account ##########
				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 #####
	  	Swept daily into Collection Account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 ######
	  	Swept daily into Collection Account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Acquisition, Inc.	  	 [***]
	  	 CH#######
	  	Swept daily into account #############
				
	Beacon Sales Acquisition, Inc.	  	[***]	  	 ######
	  	Swept daily into Collection Account ##########, which is swept daily into Master Depository Account ##########
				
	Beacon Sales Acquisition, Inc.	  	 [***]
	  	C.P#####	  	Swept into Collection Account #### ####-###
				
	Beacon Roofing Supply Canada Company	  	 [***]
	  	 M####
	  	Swept into account #######
				
	Beacon Roofing Supply Canada Company	  	 [***]
	  	 C####
	  	Swept into account #######


  
 Schedule 9.14(a) –
Page 3 








 SCHEDULE 10.1 

EXISTING INDEBTEDNESS 
 Equipment Loans of
Beacon Roofing Supply, Inc. set forth below: 
  

							
	 	  	 Holder
	  	Balance	 
	Equipment Financing of tractors, trailers, trucks and other freightliners	  	[***] - ##########	  	 	1,609,687.67	 
			
	Equipment Financing of tractors, trailers, trucks and other freightliners	  	[***] - ##########	  	 	2,015,761.05	 
			
	Equipment Financing of tractors, trailers, trucks and other freightliners	  	[***] - ##########	  	 	1,677,858.78	 
			
	Equipment Financing of tractors, trailers, trucks and other freightliners	  	[***] - ##########	  	 	1,711,625.71	 
			
	Equipment Financing of tractors, trailers, trucks and other freightliners	  	[***] - ########## 	  	 	2,359,282.17	 
			
	Equipment Financing of tractors, trailers, trucks and other freightliners	  	[***] - ##########	  	 	6,070,769.43	 
		  		  	  
	  
	 
		  		  	 	$15,444,984.81	 
		  		  	  
	  
	 

 Equipment Leases set forth below: 
  

							
	 Vendor
	  	 Equipment
	  	Total Amount	 
			
	Penske	  	Lease of certain motor vehicles	  	 	$7,019,917	 
			
	Toyota/DLL	  	Lease of forklifts and industrial machinery	  	 	$748,334	 
			
	D&M	  	Lease of certain motor vehicles	  	 	$1,865,689	 
			
	Element	  	Lease of certain motor vehicles	  	 	$2,434,895	 
			
	Daimler	  	Lease of certain motor vehicles	  	 	$5,308,558	 
		  		  	  
	  
	 
	Total	  		  	 	$17,377,393	 
		  		  	  
	  
	 

  

  
 Schedule 10.1 – Page
1 








 SCHEDULE 10.2 

EXISTING LIENS 
  

	1.	Lease Agreement for the billboard located at 730 Wellington Avenue, Cranston, Rhode Island, dated June 5, 1985, by and between Marlen Building Products Corporation and
Tri-State Displays, Inc. (“Tenant”), as amended by that certain Addendum to Lease dated June 5, 1985 by and between Marlen Building Products Corporation and Tenant, as modified by that certain
Second Addendum to Lease dated April 12, 1994 by and between Beacon Sales Company, Inc. (successor in interest to Marlen Building Products Corporation) and Tenant, as modified by that certain Third Addendum to Lease dated February 14, 2000
by and between Beacon Sales Company, Inc. and Tenant, as modified by that certain Fourth Amendment to Lease Agreement dated September 21, 2004 by and between Beacon Sales Company, Inc. and Tenant, as modified by that certain Letter Agreement
dated May 26, 2010 by and between Beacon Sales Acquisition, Inc. (successor in interest to Beacon Sales Company, Inc.) (“Landlord”) and Tenant, as modified by that certain Letter Agreement dated June 30, 2015 by and between
Landlord and Tenant. 


  
 Schedule 10.2 – Page
1 









	2.	Without limiting the requirements of Section 7.3(e), each of the liens set forth on Schedule 7.3(e). 

  

									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	Filing Info	  	 Collateral

					
	California Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 162 SOUTH
MAPLE AVENUE
 MONTEBELLO, CA 90640
	  	 SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT

21865 COPLEY DRIVE
 DIAMOND BAR, CA 91765
	  	13-7360935562
 05/16/2013
	  	11 Forklifts
					
	Delaware Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E UNION
AVENUE
 EAST RUTHERFORD,
 NJ 07073
	  	 Konica Minota [sic] Business Solutions USA Inc

10201 Centurion Parkway
 North, Suite 100

Jacksonville, FL 32256
	  	2014 0509323
 01/30/2014
	  	Lease of equipment
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Avenue
 East Rutherford, NJ 07073
	  	 KONICA MINOLTA BUSINESS SOLUTIONS USA, INC.

10201 Centurion Parkway North Suite 100
 Jacksonville, FL
32256
	  	50456161
 02/27/13
	  	Lease of Konica Minolta copiers
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Ave
 E Rutherford, NJ 07073
	  	 KONICA MINOLTA BUSINESS SOLUTIONS USA INC.

10201 Centurion Parkway North Suite 100
 Jacksonville, FL
32256
	  	26380773
 2013 JUN -3
	  	Lease of equipment
					
	New Jersey Secretary of State	  	 Allied Building Products Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 SMA America, LLC
 6020 West Oaks Blvd.

Ste. 300
 Rocklin, CA 95765
	  	50556052
 06/24/13
	  	Purchase money security interest in products including but not limited to solar equipment and solar panels until all charges are paid in full


  
 Schedule 10.2 – Page
2 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	 Filing Info
	  	 Collateral

					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Avenue
 East Rutherford, NJ 07073
	  	 KONICA MINOLTA BUSINESS SOLUTIONS USA, INC.

10201 Centurion Parkway North, Suite 100
 Jacksonville, FL
32256
	  	 26437705

2013 SEP 10
	  	Lease of equipment
					
	New Jersey Secretary of State	  	 Allied Building Products, Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1st Constitution Bank
 2650 Route 130

Cranbury, NJ 08512
	  	 26586366

2014 AUG -8
	  	Lease of equipment
					
	New Jersey Secretary of State	  	 Allied Building Products, Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 BankFinancial FSB
 15W060 North Frontage
Road
 Burr Ridge, IL 60527
  

Assignor Secured Party:
 Trilogy Leasing Co., LLC

2551 Route 130
 Cranbury, NJ 08512
	  	 26636320

2014 DEC -5
	  	Lease of Konica Minolta equipment
					
	New Jersey Secretary of State	  	 Allied Building Products, Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 Trilogy Leasing Co., LLC
 2551 Route 130

Cranbury, NJ 08512
	  	 26699233

MAY -1 2015
	  	Lease of office equipment
					
	New Jersey Secretary of State	  	 Allied Building Products, Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 Trilogy Leasing Co., LLC
 2551 Route 130

Cranbury, NJ 08512
	  	 26699240

MAY -1 2015
	  	Lease of office equipment


  
 Schedule 10.2 – Page
3 









											
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	Filing Info	 	  	 Collateral

					
	New Jersey Secretary of State	  	 Allied Building Products, Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 Trilogy Leasing Co., LLC
 2551 Route 130

Cranbury, NJ 08512
	  	 
 
  


 
	51223221
 06/29/15
  

Amendment
 04/28/16
	 
  
  

 
  
	  	 Lease of office equipment
  

Restate collateral:
 Lease of office
equipment

					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Ave
 East Rutherford, NJ 07073
	  	 Les Schwab Warehouse Center, Inc.
 PO Box
5350
 Bend, OR 97708
	  	 
 
	51275091
 08/06/15
	 
  
	  	Tires, wheels and batteries purchased by Debtor
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	 
 
	51437002
 12/02/15
	 
  
	  	Lease of F150 Crew Cab 4x2 SS Truck
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	 
 
	51444624
 12/08/15
	 
  
	  	Lease of 2016 Ford K8D2 113 Explorer XLT 4WD
					
	 New Jersey Secretary of State
	  	 ALLIED BUILDING

PRODUCTS CORP.

15 East Union Avenue

East Rutherford, NJ 07073
	  	 1ST SOURCE BANK

P.O. Box 783

South Bend, IN 46624
	  	 
 
	51444655
 12/08/15
	 
  
	  	 Lease of 2016 Ford K8D2

113 Explorer XLT 4WD

					
	 New Jersey Secretary of State
	  	 ALLIED BUILDING

PRODUCTS CORP.

15 East Union Avenue

East Rutherford, NJ 07073
	  	 1ST SOURCE BANK

P.O. Box 783

South Bend, IN 46624
	  	 
 
	51450144
 12/10/15
	 
  
	  	 Lease of 2016 Ford K8D2

113 Explorer XLT 4WD

SUV



  
 Schedule 10.2 – Page
4 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	Filing Info	  	 Collateral

	New Jersey Secretary of State	  	 Allied Building Products Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 Canadian Solar (USA) Inc.
 2420 Camino Ramon

Suite 125
 San Ramon, CA 94583-4207
	  	51465432
 12/21/15
	  	All goods including solar modules purchased by debtor
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51467661
 12/22/15
	  	Lease of 2016 Ford K8D2 113 Explorer XLT 4WD SUV
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51473532
 12/28/15
	  	Lease of 2016 Ford W1E6 145 F150 crew cab 4x4 truck
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51492931
 01/08/16
	  	Lease of 2016 Ford F350 truck
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51499570
 01/13/16
	  	Lease of 2016 Ford K8D2 113 Explorer XLT 4WD SUV
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51547325
 02/18/16
	  	Lease of 2016 Ford F150 truck


  
 Schedule 10.2 – Page
5 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	Filing Info	  	 Collateral

					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51577582
 03/10/16
	  	Lease of 2016 Cadillac SRX 4-door AWD SUV
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51607366
 03/30/16
	  	Lease of 2016 Ford F150 truck
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51607371
 03/30/16
	  	Lease of 2016 Ford F150 truck
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51634452
 04/15/16
	  	Lease of 2016 Ford Explorer SUV
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 1ST SOURCE BANK
 P.O. Box 783

South Bend, IN 46624
	  	51659301
 05/02/16
	  	Lease of 2016 Ford K4JD 112 Edge SEL AWD SUV
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Ave
 East Rutherford, NJ 07073
	  	 De Lage Landen Financial Services, Inc.
 1111
Old Eagle School Road
 Wayne, PA 19087
	  	51679798
 05/13/16
	  	Equipment financed by or leased to debtor by secured party


  
 Schedule 10.2 – Page
6 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	Filing Info	  	 Collateral

	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Avenue
 East Rutherford, NJ 07073
	  	 KONICA MINOLTA PREMIER FINANCE
 10201 Centurion
Parkway North, Suite 100
 Jacksonville, FL 32256
	  	51809720
 08/09/16
	  	Lease of equipment
					
	New Jersey Secretary of State	  	 Allied Building Products Corp.
 1324 E Ind.
Ave
 Ft Worth, TX 76131
	  	 Wells Fargo Bank, N.A.
 300 Tri-State International
 Ste 400

Lincolnshire, IL 60069
	  	52002191
 12/20/16
	  	2016 Clark forklift
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E. Union
Avenue
 East Rutherford, NJ 07073
	  	 KONICA MINOLTA PREMIER FINANCE
 10201 Centurion
Parkway North, Suite 100
 Jacksonville, FL 32256
	  	52022203
 01/03/17
	  	Lease of equipment
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Avenue
 East Rutherford, NJ 07073
	  	 KONICA MINOLTA PREMIER FINANCE
 10201 Centurion
Parkway North, Suite 100
 Jacksonville, FL 32256
	  	52052774
 01/24/17
	  	Lease of office equipment
					
	New Jersey Secretary of State	  	 Allied Building Products Corp.
 15 East
Avenue
 East Rutherford, NJ 07073
	  	 Wells Fargo Bank, N.A.
 300 Tri-State International
 Ste 400

Lincolnshire, IL 60069
	  	52118786
 03/10/17
	  	Clark C50S forklift
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Avenue
 East Rutherford, NJ 07073
	  	 KONICA MINOLTA PREMIER FINANCE
 10201 Centurion
Parkway North, Suite 100
 Jacksonville, FL 32256
	  	52150562
 03/31/17
	  	Lease of office equipment


  
 Schedule 10.2 – Page
7 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	Filing Info	  	 Collateral

	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Ave
 E Rutherford, NJ 07073
	  	 KONICA MINOLTA PREMIER FINANCE
 10201 Centurion
Parkway North, Suite 100
 Jacksonville, FL 32256
	  	52227224
 05/18/17
	  	Lease of office equipment
					
	New Jersey Secretary of State	  	 ALLIED BUILDING PRODUCTS CORP.
 15 E Union
Ave
 E Rutherford, NJ 07073
	  	 KONICA MINOLTA PREMIER FINANCE
 10201 Centurion
Parkway North, Suite 100
 Jacksonville, FL 32256
	  	52297663
 06/30/17
	  	Lease of office equipment
					
	New Jersey Secretary of State	  	 Allied Building Products Corp.
 15 East Union
Avenue
 East Rutherford, NJ 07073
	  	 Wells Fargo Bank, N.A.
 300 Tri-State International
 Ste 400

Lincolnshire, IL 60069
	  	52359224
 08/11/17
	  	Lease of equipment
					
	New Jersey Secretary of State	  	 Allied Building Products Corp.
 2234 S Arlington
Rd
 Akron, OH 44319
	  	 Wells Fargo Bank, N.A.
 300 Tri-State International
 Ste 400

Lincolnshire, IL 60069
	  	52493733
 11/07/17
	  	One forklift
					
	New Jersey Secretary of State	  	 Allied Building Products Corp.
 2445 NW 76th
St
 Miami, FL 33147
	  	 Wells Fargo Bank, N.A.
 300 Tri-State International
 Ste 400

Lincolnshire, IL 60069
	  	52494042
 11/07/17
	  	One forklift
					
	New Jersey Secretary of State	  	 Allied Building Products Corp.
 15 East Union
Ave
 East Rutherford, NJ 07073
	  	 Wells Fargo Bank, N.A.
 300 Tri-State International
 Ste 400

Lincolnshire, IL 60069
	  	52499104
 11/09/17
	  	Lease of equipment


  
 Schedule 10.2 – Page
8 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	 Filing Info
	  	 Collateral

	Delaware Secretary of State	  	 BEACON ROOOFING SUPPLY, INC.
 One Lakeland Park
Drive
 Peabody, MA 01960
	  	 GELCO CORPORATION DBA GE FLEET SERVICES
 3
Capital Drive
 Eden Prairie, MN 55344
	  	 2007 3812731
 09/04/2007

 
 Continuation

2012 2138438
 06/05/2012

 
 Continuation

2017 5214439
 08/07/2017
	  	Several trailers and forklifts
					
	Delaware Secretary of State	  	 BEACON ROOOFING SUPPLY, INC.
 One Lakeland Park
Drive
 Peabody, MA 01960
	  	 GELCO CORPORATION DBA GE FLEET SERVICES
 3
Capital Drive
 Eden Prairie, MN 55344
	  	 2007 4104625
 10/19/2007

 
 Continuation

2012 2998153
 08/03/2012

 
 Continuation

2017 6073446
 09/13/2017
	  	Lease of several forklifts
					
	Ontario Personal Property Security Act	  	 Beacon Roofing Supply Canada Company
 13145
Prince Arthur
 Montreal, QC H1A 1A9
	  	 Kal Tire a Corporate Partnership
 2825 Sheffield
Road
 Ottawa, ON K1B 3V8
  

Kal Tire a Corporate Partnership
 1540 Kalamalka Lake Road

Vernon, BC V1T 6V2
	  	 733962339
 2017-11-14
 1 year
	  	 Repair and Storage Lien Act
 Motor
Vehicle



  
 Schedule 10.2 – Page
9 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	 Filing Info
	  	 Collateral

	Ontario Personal Property Security Act	  	 Beacon Roofing Supply Canada Company
 13145
Prince Arthur
 Montreal, QC H1A 1A9
	  	 Kal Tire a Corporate Partnership
 1290 Hopkins
Street
 Whitby, ON L1N 6A9
  

Kal Tire a Corporate Partnership
 1540 Kalamalka Lake Road

Vernon, BC V1T 6V2
	  	 733962393
 2017-11-14
 1 year
	  	 Repair and Storage Lien Act
 Motor
Vehicle

					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 One Lakeland
Park Dr
 Peabody, MA 01960
	  	 KEY EQUIPMENT FINANCE INC.
 1000 South McCaslin
Blvd.
 Superior, CO 80027
	  	 2013 2449362
 06/26/2013
	  	Trailers, tractors, trucks, cranes
					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 505 Huntmar Dr,
Ste 300
 Herndon, VA 20170
	  	 WELLS FARGO FINANCIAL LEASING, INC.
 800 Walnut
Street
 MAC N0005-044

Des Moines, IA 50309
	  	 2013 3199263
 08/15/2013
	  	Lease of copiers
					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 5244 River
Rd
 Bethesda, MO 20816
	  	 WELLS FARGO FINANCIAL LEASING, INC.
 800 Walnut
Street
 MAC N0005-044

Des Moines, IA 50309
	  	 2013 4426566
 11/11/2013
	  	Lease of copier
					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 One Lakeland
Park Dr
 Peabody, MA 01960
	  	 KEY EQUIPMENT FINANCE INC.
 1000 South McCaslin
Blvd.
 Superior, CO 80027
	  	 2013 4885647
 12/11/2013

 
 Amendment

2013 5029773
 12/19/2013
	  	 Several trucks
  

Restate Collateral:
 Several trucks

					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 One Lakeland
Park Dr
 Peabody, MA 01960
	  	 KEY EQUIPMENT FINANCE INC.
 1000 South McCaslin
Blvd.
 Superior, CO 80027
	  	 2013 4885662
 12/11/2013
	  	Several trucks


  
 Schedule 10.2 – Page
10 









									
	 Jurisdiction
	  	 Debtor
	  	 Secured Party
	  	 Filing Info
	  	 Collateral

	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 One Lakeland
Park Dr
 Peabody, MA 01960
	  	 KEYBANK NATIONAL ASSOCIATION
 1000 S. McCaslin
Blvd
 Superior, CO 80027
	  	 2014 0754499
 02/26/2014
	  	Tractors, trailers, cranes, conveyors
					
	Delaware Secretary of State	  	 Beacon Sales Acquisition, Inc.
 505 Huntmar Park
Dr
 Herndon, VA 20170
	  	 Key Equipment Finance, a division of KeyBank NA

1000 S. McCaslin Blvd
 Superior, CO 80027
	  	 2014 2608461
 06/23/2014
	  	Several trucks
					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 One Lakeland
Park Dr
 Peabody, MA 01960
	  	 KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NA

1000 S. McCaslin Blvd
 Superior, CO 80027
	  	 2014 3840352
 09/25/2014
	  	Several trucks
					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 1111 East Main
Street
 Richmond, VA 23219
	  	 MERCEDES-BENZ FINANCIAL SERVICES USA LLC
 13650
Heritage Parkway
 Ft. Worth, TX 76177
  

Additional Secured Party:
 DAIMLER TRUST

13650 Heritage Parkway
 Ft. Worth, TX 76177
	  	 2016 7937129
 12/21/2016
	  	Cranes and conveyers
					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 505 Huntmar Park
Drive
 Herndon, VA 20170
	  	 WESTERN PACIFIC CRANE & EQUIPMENT, LLC

3111 W. 167th Street
 Hazel Crest, IL 60429
	  	 2017 4476559
 07/07/2017
	  	Lease of power lift
					
	Delaware Secretary of State	  	 BEACON SALES ACQUISITION, INC.
 505 Huntmar Park
Drive
 Herndon, VA 20170
	  	 WESTERN PACIFIC CRANE & EQUIPMENT, LLC

3111 W. 167th Street
 Hazel Crest, IL 60429
	  	 2017 5166217
 08/04/2017
	  	Lease of power lift


  
 Schedule 10.2 – Page
11 








 SCHEDULE 10.3 

EXISTING LOANS, ADVANCES AND INVESTMENTS 

None. 

  
 1 








 SCHEDULE 10.7 

TRANSACTIONS WITH AFFILIATES 
 Service
Agreement, dated December 1, 2014, between Tri-Built Materials Group, LLC and Allied Building Products Corp. 

Allied Building Products Corp. leverages group procurement programs for the purchase of goods and services, including IT hardware, tools, plant and
maintenance supplies, uniforms, office supplies, temporary employee and staffing services, freight and carrier transportation services, waste removal services, and business charge account and corporate card programs. 

  
 Schedule 10.2 – Page
2