OTHER AGREEMENTS AND DOCUMENTS EXECUTED IN CONNECTION
THEREWITH HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON THE PART OF THE
LOAN PARTIES WHICH ARE PARTIES THERETO AND THAT THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY BORROWER;
(C)
THAT EACH OF THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 4 OF THE LOAN AGREEMENT (OTHER THAN THOSE WHICH,
BY THEIR TERMS, SPECIFICALLY ARE MADE AS OF CERTAIN DATES PRIOR TO THE DATE
HEREOF) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF; AND
(D)
THAT, AFTER GIVING EFFECT TO THIS AGREEMENT,
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
5.
SEVERABILITY.
ANY PROVISION OF THIS
AGREEMENT HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
UNENFORCEABLE SHALL NOT IMPAIR OR INVALIDATE THE REMAINDER OF THIS
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AGREEMENT AND THE EFFECT THEREOF SHALL BE CONFINED TO THE PROVISION SO HELD TO
BE INVALID OR UNENFORCEABLE.
6.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN
ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL BE ONE AND THE SAME INSTRUMENT.
7.
RATIFICATION.
EXCEPT AS EXPRESSLY SET
FORTH HEREIN, THE TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT SHALL NOT BE
DEEMED TO BE A MODIFICATION OR WAIVER OF ANY TERM OR CONDITION OF THE LOAN
AGREEMENT.
THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT, AS AMENDED HEREBY,
AND THE OTHER LOAN DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN
FULL FORCE AND EFFECT AND ALL COLLATERAL ENCUMBERED BY ANY OF THE LOAN DOCUMENTS
WILL CONTINUE TO SECURE, TO THE FULLEST EXTENT POSSIBLE, THE PAYMENT AND
PERFORMANCE OF ALL OBLIGATIONS UNDER OR IN RESPECT OF THE LOAN AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.
BEACON ROOFING SUPPLY CANADA
COMPANY
By: /s/ David R. Grace
Title: Chief Financial Officer
GE CANADA FINANCE HOLDING
COMPANY, as Agent and a Lender
By: /s/ Ellis Gaston
Its Authorized Signatory
Vice President
GE Canada Finance Holding
Company
CONSENT AND REAFFIRMATION
Each of the undersigned hereby (i) acknowledges receipt of a copy of the
foregoing First Amendment to Third Amended and Restated Loan and Security
Agreement; (ii) consents to Borrower's execution and delivery thereof; and
(iii) affirms that nothing contained therein shall modify in any respect
whatsoever its guaranty of the obligations of Borrower to Agent and Lenders
pursuant to the terms of certain of the Loan Documents to which it is a party
and reaffirms that each Loan Document to which it is a party or otherwise bound
and all Collateral encumbered thereby remain in full force and effect and will
continue to guaranty or secure, as the case may be, to the fullest extent
possible, the payment and performance of all obligations under or in