First Amendment Agreement to the Credit and Security Agreement


 Exhibit 10.1 

FIRST AMENDMENT AGREEMENT 
 This
FIRST AMENDMENT AGREEMENT (this “Amendment”) is made as of the 10th day of December, 2014 among: 
 (a) INSTALLED BUILDING
PRODUCTS, INC., a Delaware corporation (the “Borrower”); 
 (b) the Lenders, as defined in the Credit Agreement, as hereinafter
defined; and 
 (c) KEYBANK NATIONAL ASSOCIATION, a national banking association, as the administrative agent for the Lenders under the
Credit Agreement (the “Administrative Agent”). 
 WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to
that certain Credit and Security Agreement, dated as of July 8, 2014, that provides, among other things, for loans and letters of credit aggregating One Hundred Million Dollars ($100,000,000), all upon certain terms and conditions (as the same
may from time to time be amended, restated or otherwise modified, the “Credit Agreement”); 
 WHEREAS, the Borrower, the
Administrative Agent and the Lenders desire to amend the Credit Agreement to modify certain provisions thereof; 
 WHEREAS, each capitalized
term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and 

WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended effective as of the
date of this Amendment; 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Administrative Agent and the Lenders agree as follows: 

1. Amendment to Definitions in the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended to delete the definition
of “Consolidated Fixed Charges” therefrom and to insert in place thereof the following: 
 “Consolidated Fixed
Charges” means, for any period, as determined on a Consolidated basis, the aggregate, without duplication, of (a) Consolidated Interest Expense paid in cash, (b) Consolidated Income Tax Expense paid in cash, (c) principal
payments on Consolidated Funded Indebtedness (other than prepayments of the Loans), (d) Capital Distributions (other than Capital Distributions made by the Borrower to repurchase its capital stock from members of the Current Holder Group, TCI
Contracting, LLC and Cetus Capital II, LLC, in an aggregate amount not to exceed Forty Million Dollars ($40,000,000) during the Commitment Period), and (e) Consolidated Unfunded Capital Expenditures. 






 2. Closing Deliveries. Concurrently with the execution of this Amendment, the Borrower
shall: 
 (a) cause each Guarantor of Payment to execute the attached Guarantor Acknowledgment and Agreement; and 

(b) pay all legal fees and expenses of the Administrative Agent in connection with this Amendment and any other Loan Documents.

 3. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that
(a) the Borrower has the legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind the Borrower with respect to the
provisions hereof; (c) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with the Organizational Documents of the Borrower or any law
applicable to the Borrower or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Borrower; (d) no Default or Event of Default exists, nor will
any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) each of the representations and warranties contained in the Loan Documents is true and correct in all
material respects as of the date hereof as if made on the date hereof, except to the extent that any such representation or warranty expressly states that it relates to an earlier date (in which case such representation or warranty is true and
correct in all material respects as of such earlier date); (f) the Borrower is not aware of any claim or offset against, or defense or counterclaim to, the Borrower’s obligations or liabilities under the Credit Agreement or any other
Related Writing; and (g) this Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally. 
 4. Waiver and Release. The Borrower, by signing below, hereby
waives and releases the Administrative Agent, and each of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims, such waiver and release
being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. 

5. References to Credit Agreement and Ratification. Each reference to the Credit Agreement that is made in the Credit Agreement or any
other Related Writing shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as otherwise specifically provided herein, all terms and provisions of the Credit Agreement are confirmed and ratified and shall
remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document. 

  
 2 







 6. Counterparts. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile or other electronic signature, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute but one and the same
agreement. 
 7. Headings. The headings, captions and arrangements used in this Amendment are for convenience only and shall not
affect the interpretation of this Amendment. 
 8. Severability. Any provision of this Amendment that shall be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction. 
 9. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of the
State of Ohio, without regard to principles of conflicts of laws. 
 [Remainder of page intentionally left blank.] 

11852464.3 

  
 3 







 JURY TRIAL WAIVER. THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE EXTENT
PERMITTED BY LAW, EACH HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO. 
 IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first set forth above. 

 

			
	INSTALLED BUILDING PRODUCTS, INC.
		
	By:	 	 /s/ Michael T. Miller

		 	Michael T. Miller
		 	 Executive Vice President and
 Chief Financial
Officer



  

			
	 KEYBANK NATIONAL ASSOCIATION

as the Administrative Agent and as a Lender

		
	By:	 	 /s/ Melissa P. Ingwersen

		 	 Melissa P. Ingwersen
 President, Central Ohio
Market




  
 Signature Page 1 of 6 to

 First Amendment Agreement 







 
			
	SUNTRUST BANK
		
	By:	 	 /s/ Vinay Desai

		 	Vinay Desai
		 	Vice President



  
 Signature Page 2 of 6 to

 First Amendment Agreement 







 
			
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Raja Khanna

		 	Raja Khanna
		 	Authorized Signatory



  
 Signature Page 3 of 6 to

 First Amendment Agreement 







 
			
	ASSOCIATED BANK, N.A.
		
	By:	 	/s/ J. Brent Thomas
		 	J. Brent Thomas
		 	Senior Vice President



  
 Signature Page 4 of 6 to

 First Amendment Agreement 







 
			
	BRANCH BANKING & TRUST COMPANY
		
	By:	 	/s/ Brian J. Blomeke
		 	Brian J. Blomeke
		 	Senior Vice President



  
 Signature Page 5 of 6 to

 First Amendment Agreement 







 
			
	THE HUNTINGTON NATIONAL BANK
		
	By:	 	/s/ Lance Rapp
		 	Lance Rapp
		 	Vice President



  
 Signature Page 6 of 6 to

 First Amendment Agreement 







 GUARANTOR ACKNOWLEDGMENT AND AGREEMENT 

The undersigned consent and agree to and acknowledge the terms of the foregoing First Amendment Agreement dated as of December 10, 2014.
The undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby. 

The undersigned hereby waive and release the Administrative Agent and the Lenders and their respective directors, officers, employees,
attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned are aware or should be aware, such waiver and release being with full
knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. 

JURY TRIAL WAIVER. THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THEM IN CONNECTION WITH THIS GUARANTOR ACKNOWLEDGMENT AND AGREEMENT, THE AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. 

 



			
	 INSTALLED BUILDING PRODUCTS, INC.

ACCURATE INSULATION LLC

AMERICAN INSULATION & ENERGY SERVICES, LLC

ANY SEASON INSULATION, LLC
 BAYTHERM INSULATION, LLC

BUILDING MATERIALS FINANCE, INC.
 CORNHUSKER INSULATION, LLC

GARAGE DOOR SYSTEMS, LLC
 GOLD INSULATION, INC.

G-T-G, LLC
 HINKLE
INSULATION & DRYWALL COMPANY, INCORPORATED

		
	By:	 	/s/ Michael T. Miller
		 	 Michael T. Miller
 Executive Vice President
and
 Chief Financial Officer


 


			
	 IBHL A HOLDING COMPANY, INC.
 IBHL B
HOLDING COMPANY, INC.
 IBHL II-A HOLDING COMPANY, INC.
 IBHL
II-B HOLDING COMPANY, INC.
 IBP ASSET, LLC
 IBP ASSET II,
LLC
 IBP EXTERIORS, INC.
 IBP HOLDINGS, LLC

IBP HOLDINGS II, LLC
 IBP TEXAS ASSETS I, LLC

IBP TEXAS ASSETS II, LLC
 IBP TEXAS ASSETS III, LLC

INSTALLED BUILDING PRODUCTS, LLC
 INSTALLED BUILDING PRODUCTS II,
LLC

		
	By:	 	/s/ Michael T. Miller
		 	 Michael T. Miller
 Executive Vice President
and
 Chief Financial Officer


 
 


  
 Signature Page 1 of 2 to

 Guarantor Acknowledgment and Agreement 







 

			
	 INSTALLED BUILDING PRODUCTS - PORTLAND, LLC

INSULVAIL, LLC
 LAKESIDE INSULATION, LLC

LKS TRANSPORTATION, LLC
 METRO HOME INSULATION, LLC

MID SOUTH CONSTRUCTION AND BUILDING PRODUCTS, INC.

NORTHWEST INSULATION, LLC
 OJ INSULATION HOLDINGS, INC.

RAJAN, LLC
 ROCKFORD INSULATION, LLC

SPEC 7 INSULATION CO., LLC
 SUPERIOR INSULATION SERVICES, LLC

TCI CONTRACTING, LLC
 THERMAL CONTROL INSULATION, LLC

U.S. INSULATION CORP.
 WATER-TITE COMPANY, LLC

WILSON INSULATION COMPANY, LLC
 MARV’S INSULATION, INC.

INSTALLED BUILDING SOLUTIONS II, LLC

		
	By:	 	/s/ Michael T. Miller
		 	 Michael T. Miller
 Executive Vice President
and
 Chief Financial Officer


 


					
	 GOLD STAR INSULATION, L.P.
  

By: Gold Insulation, Inc., its general partner

			
		 	    By:	 	 /s/ Michael T. Miller

		 		 	 Michael T. Miller
 Executive Vice President
and Chief Financial Officer


  

					
	 OJ INSULATION, L.P.
  

By: OJ Insulation Holdings, Inc., its general partner

			
		 	    By:	 	 /s/ Michael T. Miller

		 		 	 Michael T. Miller
 Executive Vice President
and
 Chief Financial Officer


 
 


  
 Signature Page 2 of 2 to

 Guarantor Acknowledgment and Agreement