be bound by provisions substantially similar to the provisions
of this Section 11.20 and (viii) in connection with the exercise of any remedy
under any Loan Document.
In the event of any conflict between the terms of this
Section 11.20 and those of any other Contractual Obligation entered into with
any Loan Party (whether or not a Loan Document), the terms of this Section 11.20
shall govern.
124
SECTION 4.21
PATRIOT ACT NOTICE.
EACH LENDER SUBJECT TO THE USA
PATRIOT ACT OF 2001 (31 U.S.C. 5318 ET SEQ.) HEREBY NOTIFIES THE BORROWER THAT,
PURSUANT TO SECTION 326 THEREOF, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES THE BORROWER, INCLUDING THE NAME AND ADDRESS OF THE
BORROWER AND OTHER INFORMATION ALLOWING SUCH LENDER TO IDENTIFY THE BORROWER IN
ACCORDANCE WITH SUCH ACT.
8.7
RESTATEMENT OF EXISTING LOAN AGREEMENT.
THE PARTIES HERETO AGREE
THAT ON THE CLOSING DATE, THE FOLLOWING TRANSACTIONS SHALL BE DEEMED TO OCCUR
AUTOMATICALLY, WITHOUT FURTHER ACTION BY ANY PARTY HERETO:
8.7.1
THE EXISTING LOAN AGREEMENT SHALL BE DEEMED TO BE AMENDED AND
RESTATED IN ITS ENTIRETY IN THE FORM OF THIS AGREEMENT (PROVIDED, THAT THE
GUARANTIES AND LIENS THEREUNDER IN FAVOR OF THE ADMINISTRATIVE AGENT SHALL BE
DEEMED AMENDED AND RESTATED IN THE FORM OF THE GUARANTY AND SECURITY AGREEMENT);
8.7.2
ALL EXISTING OBLIGATIONS SHALL, TO THE EXTENT NOT PAID ON THE
CLOSING DATE, BE DEEMED TO BE OBLIGATIONS OUTSTANDING HEREUNDER;
8.7.3
THE GUARANTIES AND LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT FOR
THE BENEFIT OF THE LENDERS UNDER THE EXISTING LOAN AGREEMENT SECURING PAYMENT OF
THE EXISTING OBLIGATIONS SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL BE
CONTINUING WITH RESPECT TO THE OBLIGATIONS; AND
8.7.4
ALL REFERENCES IN THE OTHER LOAN DOCUMENTS TO THE EXISTING LOAN
AGREEMENT SHALL BE DEEMED TO REFER WITHOUT FURTHER AMENDMENT TO THIS AGREEMENT.
The parties acknowledge and agree that this Agreement and the other Loan
Documents do not constitute a novation, payment and reborrowing or termination
of the Existing Obligations and that all such Existing Obligations are in all
respects continued and outstanding as Obligations under this Agreement and the
Notes with only the terms being modified from and after the effective date of
this Agreement as provided in this Agreement, the Notes and the other Loan
Documents.
[SIGNATURE PAGES FOLLOW]
125
EXECUTION VERSION
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
BEACON SALES ACQUISITION, INC.
as Borrower
By:
/s/ David R. Grace
Name:
David R. Grace
Title:
Chief Financial Officer
BEACON ROOFING SUPPLY, INC.
as Holdings
By:
/s/ David R. Grace
Name:
David R. Grace
Title:
Chief Financial Officer
GENERAL ELECTRIC CAPITAL
CORPORATION
as Administrative Agent, L/C Issuer, Swingline
Lender and Lender
By:
/s/ Ken A. Brown
Name:
Its Duly Authorized Signatory
Title:
General Electric Capital Corporation
OTHER LENDERS:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
/s/ Jeffrey P. Kinney
Name:
Jeffrey P. Kinney
Title:
Senior Vice President