Agreement
B-1
Consolidated Borrowing Base Certificate
B-2
Canadian Borrowing Base Certificate
C.
Compliance Certificate
D.
Notice of Borrowing
E.
Inventory Report
F.
Notice of Conversion/Continuation
83
SCHEDULES
3
List of Closing Documents
4.1(B)
Capitalization of Loan Parties
4.6
Business and Trade Names (Present and Past Five Years); Locations of Principal
Places of Business, Chief Executive Offices, Domiciles, Books and Records and
Collateral
4.9
Federal Tax Identification Number for each Loan Party
4.11
Employee Pension and Benefit Plans
4.12
Intellectual Property
4.14
Environmental Matters
4.19
Bank Accounts
4.20
Employee Matters
7.1
Indebtedness
7.2
Contingent Obligations
7.11
Subsidiaries
11.1(A)
Mortgaged Property
11.1(B)
Other Liens
11.1(C)
Pro Forma
12
Outstanding Obligations
RIDERS
A.
Conditions Rider
B.
Reporting Rider
C.
Financial Covenants Rider
CONDITIONS RIDER
This Conditions Rider is attached to and made a part of that certain Third
Amended and Restated Loan and Security Agreement dated as of October 14, 2005
and entered into between Beacon Roofing Supply Canada Company, Agent and
Lenders.
(A)
CLOSING DELIVERIES.
AGENT SHALL HAVE RECEIVED, IN FORM AND
SUBSTANCE SATISFACTORY TO AGENT AND LENDERS, ALL DOCUMENTS, INSTRUMENTS AND
INFORMATION IDENTIFIED ON SCHEDULE 3 AND ALL OTHER AGREEMENTS, NOTES,
CERTIFICATES, ORDERS, AUTHORIZATIONS, FINANCING STATEMENTS, MORTGAGES AND OTHER
DOCUMENTS WHICH AGENT MAY AT ANY TIME REASONABLY REQUEST, AND ALL OF THE
CONDITIONS TO THE EFFECTIVENESS OF THE US FACILITY LOAN AGREEMENT SHALL HAVE
BEEN SATISFIED.
(B)
SECURITY INTERESTS.
AGENT SHALL HAVE RECEIVED SATISFACTORY
EVIDENCE THAT ALL SECURITY INTERESTS AND LIENS GRANTED TO AGENT FOR THE BENEFIT
OF AGENT AND LENDERS PURSUANT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS HAVE
BEEN DULY PERFECTED AND CONSTITUTE FIRST PRIORITY LIENS ON THE COLLATERAL,
SUBJECT ONLY TO PERMITTED ENCUMBRANCES.
(C)
CLOSING DATE AVAILABILITY UNDER US FACILITY LOAN AGREEMENT.
AFTER
GIVING EFFECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREUNDER AND
THE TRANSACTIONS CONTEMPLATED UNDER THE US FACILITY LOAN AGREEMENT ON THE
CLOSING DATE AND THE PAYMENT BY BORROWER AND US BORROWER, AS APPLICABLE, OF ALL
COSTS, FEES AND EXPENSES RELATING THERETO, (I) THE MAXIMUM REVOLVING LOAN AMOUNT
ON THE CLOSING DATE SHALL EXCEED THE REVOLVING LOAN BY AT LEAST [C$3,000,000],
(II) THE OUTSTANDING BALANCE OF THE US FACILITY REVOLVING LOAN SHALL NOT EXCEED
[US$61,800,104.72] (INCLUDING US FACILITY LETTER OF CREDIT OBLIGATIONS), AND
(III) THE RATIO OF TOTAL INDEBTEDNESS OF HOLDINGS AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS TO EBITDA SHALL NOT EXCEED 3.6.
(D)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN AND IN THE LOAN DOCUMENTS SHALL BE TRUE, CORRECT AND COMPLETE
IN ALL MATERIAL RESPECTS ON AND AS OF THAT FUNDING DATE TO THE SAME EXTENT AS
THOUGH MADE ON AND AS OF THAT DATE, EXCEPT FOR ANY REPRESENTATION OR WARRANTY
LIMITED BY ITS TERMS TO A SPECIFIC DATE AND TAKING INTO ACCOUNT ANY AMENDMENTS
TO THE SCHEDULES OR EXHIBITS AS A RESULT OF ANY DISCLOSURES MADE BY BORROWER TO
AGENT AFTER THE CLOSING DATE AND APPROVED BY AGENT.
(E)
FEES.
WITH RESPECT TO THE REVOLVING ADVANCE TO BE MADE ON THE
CLOSING DATE, BORROWER SHALL HAVE